This document is strictly private, confidential and personal to its recipients and should not be

This document is strictly private, confidential and personal to its recipients and should not be copied, distributed or reproduced in whole or in part, nor passed to any third party.

NOT FOR DISTRIBUTION IN THE UNITED STATES OF AMERICA, CANADA, JAPAN OR AUSTRALIA.

Unipol Gruppo Finanziario S.p.A.

This document contains an English translation of the Italian language prospectus (the "Italian Prospectus") relating to the Rights Issue of Unipol Gruppo Finanziario S.p.A. The Italian Prospectus was filed with the Commissione Nazionale per le Società e per la Borsa ("Consob") on June 18, 2010 following notice of the issue of authorisation for the publication by Consob on June 15, 2010.

THIS ENGLISH LANGUAGE TRANSLATION OF THE ORIGINAL ITALIAN PROSPECTUS IS FOR INFORMATION PURPOSES ONLY AND SHOULD NOT BE RELIED UPON. IN THE EVENT OF ANY AMBIGUITY ABOUT THE MEANING OF CERTAIN TRANSLATED TERMS OR OF ANY DISCREPANCIES BETWEEN THE ITALIAN PROSPECTUS AND THIS TRANSLATION, THE ITALIAN PROSPECTUS SHALL PREVAIL. ANY PURCHASE OR INVESTMENT DECISION SHOULD BE BASED SOLELY ON THE ITALIAN PROSPECTUS.

IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY EXCLUSIVELY ON THEIR OWN EXAMINATION OF THE ISSUER'S GROUP AND THE TERMS OF THE OFFERING AS DESCRIBED IN THE ITALIAN PROSPECTUS, INCLUDING THE MERITS AND RISKS INVOLVED.

THIS TRANSLATION HAS NOT BEEN AND WILL NOT BE SUBMITTED TO THE CLEARANCE PROCEDURES OF THE CONSOB OR ANY OTHER REGULATORY AUTHORITY AND ACCORDINGLY MAY NOT BE DISTRIBUTED TO THE PUBLIC IN ITALY OR ELSEWHERE OR USED IN CONNECTION WITH ANY OFFER TO PURCHASE OR SELL ANY SHARES OR RIGHTS TO THE PUBLIC IN ITALY OR ELSEWHERE.

THE ISSUER AND THE UNDERWRITERS MAKE NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE FAIRNESS, ACCURACY, COMPLETENESS OR CORRECTNESS OF THIS TRANSLATION, AND NONE OF THE ISSUER OR THE UNDERWRITERS NOR ANY OF THEIR RESPECTIVE DIRECTORS, MEMBERS, OFFICERS, EMPLOYEES OR AFFILIATES ACCEPTS ANY RESPONSIBILITY WHATSOEVER FOR ANY LOSS HOWEVER ARISING FROM ANY USE OF THIS TRANSLATION OR ITS CONTENTS OR ARISING IN CONNECTION WITH IT.

The Italian Prospectus should be read in its entirety. If a copy of the Italian Prospectus does not accompany this translation, you should obtain a copy, either from Unipol Gruppo Finanziario S.p.A. at the address mentioned below or from the Internet website of the Borsa Italiana S.p.A (www.borsaitaliana.it) or of Unipol Gruppo Finanziario S.p.A. (www.unipolgf.it).

The Italian Prospectus is available at Borsa Italiana S.p.A., P.zza degli Affari n. 6, Milano, and at the registered office of Unipol Gruppo Finanziario S.p.A. at Bologna, Via Stalingrado no. 45.

THIS TRANSLATION IS NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA). THIS TRANSLATION IS NOT AN OFFER OF SECURITIES FOR SALE INTO THE UNITED STATES. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM REGISTRATION. NO PUBLIC OFFERING OF SECURITIES IS BEING MADE IN THE UNITED STATES.

THE SECURITIES DESCRIBED HEREIN ARE NOT BEING OFFERED BY ANY PERSON IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL FOR SUCH PERSON TO MAKE SUCH AN OFFER OR SOLICITATION. THE DISTRIBUTION OF THIS TRANSLATION AND THE OFFERING OF SHARES AND/OR RELATED SUBSCRIPTION RIGHTS ARE RESTRICTED BY LAW IN CERTAIN JURISDICTIONS. PERSONS RECEIVING THIS TRANSLATION ARE REQUIRED BY THE ISSUER AND THE UNDERWRITERS TO INFORM THEMSELVES ABOUT AND TO COMPLY WITH ANY SUCH RESTRICTIONS.

NOTICE TO PROSPECTIVE INVESTORS IN THE EEA AND THE UNITED KINGDOM

This translation is only addressed to and directed at persons in member states of the european economic area who are “qualified investors” within the meaning of article 2 (1) (e) of the Prospectus Directive (directive 2003/71/EC) as applicable in each relevant member state (“Qualified Investors”). In addition, in the United Kingdom, this translation is being distributed only to, and is directed only at, Qualified Investors (i) who have professional experience in matters relating to investments falling within article 19 (5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) and persons falling within article 49(2)(a) to (d) of the order, or (ii) persons to whom an invitation or inducement to engage in investment activity it may otherwise lawfully be communicated (all such persons together being referred to as “Relevant Persons”).

This translation must not be acted on or relied on (i) in the United Kingdom, by persons who are not Relevant Persons, and (ii) in any member state of the European Economic Area other than the United Kingdom, by persons who are not Qualified Investors. any investment or investment activity to which this translation relates is available only to (i) in the United Kingdom, Relevant Persons, and (ii) in any member state of the European Economic Area other than the United Kingdom, Qualified Investors, and will be engaged in only with such persons.

PROSPECTUS

FOR THE CAPITAL INCREASE WITH OPTION RIGHTS IN FAVOUR OF SHAREHOLDERS AND THE LISTING ON THE AUTOMATED STOCK MARKET ORGANIZED AND MANAGED BY BORSA ITALIANA S.P.A. OF

ORDINARY SHARES WITH ATTACHED “2010-2013 UNIPOL ORDINARY SHARE WARRANTS” FREE OF CHARGE AND PREFERENCE SHARES WITH ATTACHED “2010-2013 UNIPOL PREFERENCE SHARE

WARRANTS” FREE OF CHARGE

Issuer

UNIPOL GRUPPO FINANZIARIO S.p.A.

Registered office in Bologna, Via Stalingrado no. 45

Subscribed for and paid-up share capital of Euro 2,391,426,100

Enrolled in the Companies’ Register of Bologna under no. 00284160371

Information and Listing Prospectus filed with CONSOB on June 18, 2010 following the notice of authorisation for the publication thereof by CONSOB by means of memorandum no. 10054708 dated June 15, 2010.

The fulfilment of the publication of the Information and Listing Prospectus does not imply any opinion by CONSOB on the advisability of the proposed investment and on the merit of the data and information relating thereto.

The Information and Listing Prospectus is available at the registered offices of the Issuer (Bologna, Via Stalingrado no. 45) and at the registered offices of Borsa Italiana S.p.A. (Milan, P.zza degli Affari no. 6), as well as on the Issuer’s website, www.unipolgf.it and on the website of Borsa Italiana S.p.A., www.borsaitaliana.it.

Prospectus Unipol Gruppo Finanziario S.p.A.

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INDEX

Page No. DEFINITIONS............................................................................................................................................................ 1 GLOSSARY ................................................................................................................................................................ 8 SUMMARY NOTE................................................................................................................................................... 14 SECTION ONE......................................................................................................................................................... 34 CHAPTER I – RESPONSIBLE PARTIES ............................................................................................................ 35 1.1 Parties responsible for the Prospectus ........................................................................................................... 35 1.2 Declaration of responsibility ......................................................................................................................... 35 CHAPTER II – AUDITORS.................................................................................................................................... 36 2.1 Independent auditors of the Issuer................................................................................................................. 36 2.2 Information on the relations with the Independent Auditors ......................................................................... 36 CHAPTER III – SELECTED FINANCIAL INFORMATION ............................................................................ 37 3.1 Selected balance sheet information of the UGF Group ................................................................................. 37 3.2 Selected income statement data of the UGF Group....................................................................................... 39 3.3 Selected financial information of the UGF Group ........................................................................................ 42 3.4 Selected data relating to earnings per share of the UGF Group .................................................................... 45 3.5 Information on the solvency ratio of the UGF Group ................................................................................... 46 CHAPTER IV – RISK FACTORS.......................................................................................................................... 47 CHAPTER V – INFORMATION ON THE ISSUER............................................................................................ 70 5.1 History and changes in the Issuer’s business................................................................................................. 70

5.1.1 Legal and commercial name of the Issuer ....................................................................................... 70 5.1.2 Place of registration of the Issuer and its registration number ........................................................ 70 5.1.3 Date of establishment and duration of the Issuer ............................................................................ 70 5.1.4 Domicile and legal form, legislation under which the Issuer operates, country of

establishment and registered office ................................................................................................. 70 5.1.5 Key developments in the Issuer’s business ..................................................................................... 70

5.2 Investments.................................................................................................................................................... 72 5.2.1 Investments carried out in the first quarter of 2010 and in the last three years ............................... 72 5.2.2 Pending investments........................................................................................................................ 75 5.2.3 Future investments .......................................................................................................................... 76

CHAPTER VI – OVERVIEW OF ACTIVITIES .................................................................................................. 77 6.1 Main activities ............................................................................................................................................... 77

6.1.1 Introduction ..................................................................................................................................... 77 6.1.2 Description of Group activities ....................................................................................................... 81 6.1.3 Description of recently introduced products and services ............................................................... 90 6.1.4 The distribution network of the Group............................................................................................ 91 6.1.5 Future programmes and strategies................................................................................................... 93 6.1.6 Regulatory framework..................................................................................................................... 93


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6.2 Main markets and competitive position....................................................................................................... 102 6.3 Exceptional events....................................................................................................................................... 105 6.4 Dependence on patents or licenses, industrial, commercial or financial agreements, or new

manufacturing processes ............................................................................................................................. 105 6.5 Internal control system and risk management ............................................................................................. 105

6.5.1 The internal control system ........................................................................................................... 105 6.5.2 Risk management .......................................................................................................................... 106

CHAPTER VII – ORGANIZATIONAL STRUCTURE..................................................................................... 109 7.1 Description of the Group to which the Issuer belongs................................................................................. 109 7.2 Description of the UGF Group companies .................................................................................................. 111 CHAPTER VIII – PROPERTY, PLANT AND EQUIPMENT.......................................................................... 113 8.1 Fixed assets ................................................................................................................................................. 113 8.2 Environmental problems which may affect the use of fixed assets ............................................................. 122 CHAPTER IX – REPORT ON OPERATING AND FINANCIAL SITUATION............................................. 123 9.1 Financial condition ...................................................................................................................................... 123 9.2 Operational condition .................................................................................................................................. 123

9.2.1 Main operational aspects relating to the first quarter of 2010 ....................................................... 124 9.2.2 Main aspects relating to the financial year 2009 ........................................................................... 126 9.2.3 Main aspects relating to the financial year 2008 ........................................................................... 128

9.3 Analysis of financial and economic performance of the Group .................................................................. 129 9.3.1 Financial performance of the Group in the first quarter of 2010................................................... 130 9.3.2 Financial performance of the Group relating to the financial years 2009, 2008 and 2007............ 135 9.3.3 Economic performance of the Group in the first quarter of 2010.................................................. 146 9.3.4 Economic performance of the Group relating to the financial years 2009, 2008 and 2007........... 151 9.3.5 Material events subsequent to March 31, 2010 ............................................................................. 160 9.3.6 Combined ratio.............................................................................................................................. 160 9.3.7 Derivatives .................................................................................................................................... 161 9.3.8 Embedded Value and Appraisal Value relating to the Life business of the UGF Group .............. 162

9.4 Information regarding the policies or government, economic, tax, monetary or political factors, which may, directly or indirectly, have material repercussions on the assets of the Issuer......................... 165

CHAPTER X – FINANCIAL RESOURCES ....................................................................................................... 166 10.1 Financial resources ...................................................................................................................................... 166 10.2 Cash flows of the UGF Group..................................................................................................................... 173 10.3 Financial requirements and funding structure ............................................................................................. 175 10.4 Restrictions on the use of financial resources.............................................................................................. 175 10.5 Information on projected sources of funding needed to meet obligations relating to the main future

investments of the Group ............................................................................................................................ 176 CHAPTER XI – RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES ................................... 177 11.1 Research and development .......................................................................................................................... 177


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CHAPTER XII – INFORMATION ON EXPECTED TRENDS........................................................................ 178 12.1 Recent trends in the performance of production, sales and stocks and in the development of costs

and sale prices ............................................................................................................................................. 178 12.2 Trends, uncertainties, requirements, commitments or known facts that could reasonably have

significant repercussions on the prospects of the Issuer, at least for the current financial year .................. 179 CHAPTER XIII – PROFIT PROJECTIONS OR ESTIMATES ....................................................................... 180 13.1 Main assumptions on which the Issuer based its forecasts.......................................................................... 180

13.1.1 Introduction ................................................................................................................................... 180 13.1.2 Accounting criteria ........................................................................................................................ 180 13.1.3 Guidelines of the Business Plan .................................................................................................... 181 13.1.4 Main assumptions of a general and hypothetical nature on which the Business Plan is based ..... 182 13.1.5 Main discretional assumptions ...................................................................................................... 184 13.1.6 Projected data ................................................................................................................................ 186

13.2 Report of the Independent Auditors on projected data ................................................................................ 187 CHAPTER XIV – ADMINISTRATIVE, MANAGEMENT OR SUPERVISORY BODIES AND SENIOR MANAGERS........................................................................................................................................... 188 14.1 Corporate bodies, General Manager and senior managers .......................................................................... 188

14.1.1 Board of Directors......................................................................................................................... 188 14.1.2 General Manager and senior managers ......................................................................................... 219 14.1.3 Board of Statutory Auditors .......................................................................................................... 226

14.2 Conflicts of interest of the members of the Board of Directors, members of the Board of Statutory Auditors, General Manager and senior managers........................................................................................ 238 14.2.1 Potential conflicts of interest of the members of the Board of Directors and Board of

Statutory Auditors, General Manager and senior managers .......................................................... 238 14.2.2 Agreements or understandings with the main shareholders, clients, suppliers or other

parties, as a result of which the members of the administrative, management or control bodies or senior managers have been chosen ................................................................................ 239

14.2.3 Agreed restrictions, if any, by members of the Board of Directors and/or Board of Statutory Auditors and/or senior managers with regard to the sale of securities of the Issuer...................... 239

CHAPTER XV – COMPENSATION AND BENEFITS ..................................................................................... 240 15.1 Compensation and benefits for members of the Board of Directors, members of the Board of

Statutory Auditors, the General Manager and senior managers .................................................................. 240 15.2 Amounts of provisions or accruals for pensions, employee severance payments or similar benefits ......... 242 CHAPTER XVI – PROCEDURES OF THE BOARD OF DIRECTORS......................................................... 243 16.1 Term of appointment of members of the Board of Directors and members of the Board of Statutory

Auditors....................................................................................................................................................... 243 16.2 Employment contracts entered into by members of the Board of Directors and members of the

Board of Statutory Auditors with the Issuer that provide for severance payment ....................................... 244 16.3 Remuneration Committee and Internal Audit Committee........................................................................... 245 16.4 Compliance with corporate governance regulations.................................................................................... 246 CHAPTER XVII – EMPLOYEES ........................................................................................................................ 249 17.1 Employees of the UGF Group..................................................................................................................... 249


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17.2 Shareholdings and stock options ................................................................................................................. 249 17.3 Employee equity investment agreements in the share capital ..................................................................... 250 CHAPTER XVIII – MAIN SHAREHOLDERS .................................................................................................. 252 18.1 Shareholders holding stakes in excess of 2% of the share capital ............................................................... 252 18.2 Other voting rights of principal shareholders of the Issuer ......................................................................... 252 18.3 Information on the controlling entity, if any, pursuant to Article 93 of the Testo Unico ............................ 252 18.4 Agreements which may result in a change of control of the Company ....................................................... 253 CHAPTER XIX – RELATED PARTY TRANSACTIONS ................................................................................ 254 19.1 Introduction ................................................................................................................................................. 254 19.2 Relationships and transactions with related parties ..................................................................................... 254 19.3 Intragroup services ...................................................................................................................................... 261 19.4 Intragroup transactions ................................................................................................................................ 263 CHAPTER XX – FINANCIAL INFORMATION REGARDING ASSETS AND LIABILITIES, FINANCIAL CONDITION AND PROFITS AND LOSSES OF THE ISSUER............................................... 267 20.1 Financial information for past financial years ............................................................................................. 267 20.2 Pro-Forma Financial Information................................................................................................................ 279 20.3 Financial statements .................................................................................................................................... 289 20.4 Audit of financial information..................................................................................................................... 290 20.5 Date of most recent financial information................................................................................................... 293 20.6 Dividend policy ........................................................................................................................................... 293 20.7 Tax position................................................................................................................................................. 295 20.8 Legal and Arbitration Proceedings .............................................................................................................. 295 20.9 Proceedings relating to measures by the supervisory authorities ................................................................ 299 20.10 Tax proceedings .......................................................................................................................................... 301 20.11 Material changes in the financial or business situation of the Group after March 31, 2010........................ 301 CHAPTER XXI – ADDITIONAL INFORMATION .......................................................................................... 302 21.1 Share capital ................................................................................................................................................ 302

21.1.1 Share capital issued and paid in..................................................................................................... 302 21.1.2 Securities not representative of share capital, their number and main characteristics................... 302 21.1.3 Treasury shares.............................................................................................................................. 302 21.1.4 Amount of convertible or exchangeable bonds, bonds with warrants, including information

on the terms and procedures for the conversion, exchange or subscription .................................. 302 21.1.5 Rights and/or obligations to purchase the Company’s authorised but unissued share capital

or share capital committed to the capital increase ......................................................................... 302 21.1.6 Pre-emptive offerings concerning the share capital of any Group members................................. 304 21.1.7 Changes in the share capital during the past three financial years ................................................ 304

21.2 Articles of Association and Bylaws ............................................................................................................ 304 21.2.1 Corporate purpose and objectives of the Issuer............................................................................. 304 21.2.2 Summary of the provisions of the Issuer’s Bylaws regarding the members of the Board of

Directors and the Board of Statutory Auditors .............................................................................. 305


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21.2.3 Rights, privileges and restrictions relating to each existing class of shares .................................. 309 21.2.4 Statutory provisions for the amendment of shareholders’ rights................................................... 310 21.2.5 Statutory provisions for the Issuer’s ordinary and extraordinary Shareholders’ Meeting ............. 310 21.2.6 Statutory provisions that may delay, postpone or prevent a change of control of the Issuer......... 311 21.2.7 Statutory provisions concerning a change of control or a change of the material equity

investments.................................................................................................................................... 311 21.2.8 Statutory provisions concerning changes to the share capital ....................................................... 311

CHAPTER XXII – MAIN AGREEMENTS......................................................................................................... 312 22.1 BNL Vita – Bancassurance Partnership between the UGF Group and the BNP Paribas group .................. 312 22.2 Gruppo Assicurativo Arca – Bancassurance partnership between the UGF Group and the BPER and

BPSO groups ............................................................................................................................................... 313 22.3 Financing agreements.................................................................................................................................. 317 22.4 Option agreements relating to Finsoe shares ............................................................................................... 317 CHAPTER XXIII – INFORMATION PROVIDED BY THIRD PARTIES, EXPERTS’ OPINIONS AND STATEMENTS OF INTEREST.................................................................................................................. 318 23.1 Experts’ reports and opinions...................................................................................................................... 318 23.2 Information provided by third parties.......................................................................................................... 318 CHAPTER XXIV – DOCUMENTS AVAILABLE TO THE PUBLIC ............................................................. 319 CHAPTER XXV – INFORMATION ON SHAREHOLDINGS......................................................................... 320 SECTION TWO...................................................................................................................................................... 322 CHAPTER I – RESPONSIBLE PERSONS ......................................................................................................... 323 CHAPTER II – RISK FACTORS ......................................................................................................................... 324 CHAPTER III – ESSENTIAL INFORMATION ................................................................................................ 325 3.1 Statement regarding working capital........................................................................................................... 325 3.2 Own funds and indebtedness ....................................................................................................................... 325 3.3 Interests of individuals and legal entities participating in the Offer ............................................................ 327 3.4 Reasons for the Offer and use of proceeds .................................................................................................. 327 CHAPTER IV – DESCRIPTION OF FINANCIAL INSTRUMENTS.............................................................. 329 4.1 Information on Shares and Conversion Shares............................................................................................ 329

4.1.1 Description of Shares and Conversion Shares............................................................................... 329 4.1.2 Governing law pursuant to which the Shares and the Conversion Shares will be issued.............. 329 4.1.3 Characteristics of the Shares and the Conversion Shares .............................................................. 329 4.1.4 Currency........................................................................................................................................ 329 4.1.5 Description of rights associated with the Shares and the Conversion Shares................................ 330 4.1.6 Resolutions and Authorisations..................................................................................................... 330 4.1.7 Expected date of issuance of the Shares and Conversion Shares .................................................. 332 4.1.8 Limitations on the free transfer of the Shares and the Conversion Shares .................................... 333 4.1.9 Public offers and/or residual offers ............................................................................................... 333 4.1.10 Public tender offers to purchase shares of the Issuer in the preceding financial year or the

current financial year..................................................................................................................... 333


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4.2 Information regarding the Warrants ............................................................................................................ 333 4.2.1 Description of the Warrants .......................................................................................................... 333 4.2.2 Law governing the issue of the Warrants ...................................................................................... 334 4.2.3 Characteristics and investment risks of the Warrants.................................................................... 334 4.2.4 Currency of the Warrants .............................................................................................................. 334 4.2.5 Procedures to obtain information on the performance and historical volatility of the ordinary

Unipol shares and the preference Unipol shares............................................................................ 334 4.2.6 Description of the rights related to the Warrants........................................................................... 334 4.2.7 Resolution pursuant to which the Warrants will be issued............................................................ 336 4.2.8 Expected date of issuance of the Warrants.................................................................................... 336 4.2.9 Limitations on the free transfer of the Warrants............................................................................ 336 4.2.10 Rules, if any, regarding the obligation to conduct public tender offers, purchase or sale

and/or residual offers in respect of the Warrants........................................................................... 336 4.2.11 Public tender offers by the Issuer in the past or current financial year.......................................... 336

4.3 Information relating to the securities underlying the Warrants ................................................................... 336 4.4 Tax regime................................................................................................................................................... 337

4.4.1 Tax regime relating to the Shares and the Conversion Shares and the Warrants .......................... 337 4.4.1.1 Definitions........................................................................................................................ 337 4.4.1.2 Tax regime relating to the Shares and the Conversion Shares.......................................... 337 4.4.1.3 Tax regime applicable to the Warrants............................................................................. 349

CHAPTER V – CONDITIONS OF THE OFFER ............................................................................................... 352 5.1 Conditions and statistics relating to the Rights Offer, envisaged timetable and procedures for

subscribing for the Rights Offer .................................................................................................................. 352 5.1.1 Conditions to which the Rights Offer is subject............................................................................ 352 5.1.2 Total amount of the Rights Offer .................................................................................................. 352 5.1.3 Validity period of the Rights Offer and subscription procedure ................................................... 353 5.1.4 Termination and suspension of the Rights Offer........................................................................... 354 5.1.5 Description of possibility to reduce subscriptions and reimbursement methods of amounts

paid in excess by subscribers......................................................................................................... 355 5.1.6 Minimum and/or maximum subscription amount ......................................................................... 355 5.1.7 Possibility to withdraw and /or revoke the subscription................................................................ 355 5.1.8 Procedures and deadlines for payment and delivery of the Shares................................................ 355 5.1.9 Publication of the results of the Rights Offer ................................................................................ 356 5.1.10 Procedures for exercising the pre-emptive right, the trading of the option rights and the

treatment of unexercised option rights .......................................................................................... 356 5.2 Distribution and allocation plan .................................................................................................................. 356

5.2.1 Recipients and markets of the Rights Offer................................................................................... 356 5.2.2 Underwriting commitments with regard to the Shares .................................................................. 357 5.2.3 Information to be communicated prior to the allocation ............................................................... 357 5.2.4 Procedure for the communication of the allocated amounts to subscribers................................... 357


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5.2.5 Over-allotment and greenshoe....................................................................................................... 358 5.3 Determination of the Offer Price ................................................................................................................. 358

5.3.1 Offer Price..................................................................................................................................... 358 5.3.2 Publication of the Offer Price........................................................................................................ 358 5.3.3 Reason for the exclusion of the option right.................................................................................. 358 5.3.4 Difference, if any, between the Offer Price and the share price paid over the course of the

prior year or to be paid by members of the management, supervisory and control bodies or by persons closely related to them................................................................................................. 358

5.4 Placement and Underwriting ....................................................................................................................... 358 5.4.1 Information on parties responsible for the placement of the Rights Offer and dealers ................. 358 5.4.2 Name and address of organisations hired to perform financial services and the depositary

agents in each country ................................................................................................................... 358 5.4.3 Underwriting commitments........................................................................................................... 359 5.4.4 Date on which the guaranty agreement has been or will be entered into ...................................... 359

CHAPTER VI – LISTING MARKET.................................................................................................................. 360 6.1 Listing market ............................................................................................................................................. 360 6.2 Other markets in which the Shares or other financial instruments of the Issuer are traded......................... 360 6.2 Other markets in which the Shares or other financial instruments of the Issuer are traded......................... 360 6.3 Private placement ........................................................................................................................................ 360 6.4 Undertakings by the intermediaries in secondary market transactions........................................................ 360 6.5 Stabilization................................................................................................................................................. 360 CHAPTER VII – HOLDERS OF FINANCIAL INSTRUMENTS INTENDING TO SELL........................... 361 7.1 Selling Shareholders.................................................................................................................................... 361 7.2 Financial instruments offered for sale by each of the Selling Shareholders................................................ 361 7.3 Lock-up agreements .................................................................................................................................... 361 CHAPTER VIII – EXPENSES RELATED TO THE ISSUE/OFFER............................................................... 362 8.1 Total net proceeds and estimate of total expenses related to the Offer........................................................ 362 CHAPTER IX – DILUTION ................................................................................................................................. 363 CHAPTER X – ADDITIONAL INFORMATION............................................................................................... 364 10.1 Persons participating in the transaction ....................................................................................................... 364 10.2 Indication of other information contained in this Section subject to audit or limited review by the

Independent Auditors .................................................................................................................................. 364 10.3 Expert opinions or reports ........................................................................................................................... 364 10.4 Information provided by third parties with information on sources ............................................................ 364 APPENDIX............................................................................................................................................................... 366


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DEFINITIONS

Other Countries United States, Canada, Australia, Japan and any other foreign country in which the Offer is not permitted in the absence of specific authorisations in compliance with provisions of applicable law or pursuant to an exemption of such provisions.

Ambra Property Ambra Property S.r.l., with registered offices in Bologna, Piazza della Costituzione no. 1.

Arca Assicurazioni Arca Assicurazioni S.p.A., with registered offices in Verona, Via San Marco no. 48.

Arca Vita Arca Vita S.p.A., with registered offices in Verona, Via San Marco no. 48.

Capital Increase in connection with the Warrants or Warrant Capital Increase

The capital increase against payment and in a divisible manner (scindibile), to be carried out in one or more tranches, for an aggregate maximum amount, including any share premium, of Euro 100,000,000.00, through the issuance of new Ordinary Conversion Shares and new Preference Conversion Shares, to be reserved for the exercise of the Warrants, approved by the Shareholders’ Meeting of the Issuer on April 29, 2010.

Capital Increasewith option rights or Capital Increase

The capital increase against payment and in a divisible manner (scindibile), to be carried out in one or more tranches, for an aggregate maximum amount, including any share premium, of Euro 400,000,000.00, through the issuance of new Ordinary Shares and new Preference Shares, to be offered through option rights to existing shareholders holding ordinary shares and shareholders holding preference shares, respectively, pursuant to Article 2441 of the Italian Civil Code, approved by the Shareholders’ Meeting of the Issuer on April 29, 2010.

Aurora Assicurazioni Aurora Assicurazioni S.p.A., merged by incorporation on February 1, 2009 into Unipol Assicurazioni S.p.A., which was renamed UGF Assicurazioni on such occasion.

Shares The Ordinary Shares and the Preference Shares.

Deposited Shares The Unipol shares allocated to the Group employees in connection with the stock-granting plans for the free allocation of shares as well as resulting from the application of the share exchange in connection with the merger of Aurora Assicurazioni S.p.A. into the Issuer, and which on the exercise date of the option right should be deposited with the Issuer and held by it in a third party account in the centralised securities management system of Monte Titoli.

Conversion Shares The Ordinary Conversion Shares and the Preference Conversion Shares.

Ordinary Shares The maximum no. 634,236,765 ordinary Unipol shares without nominal value, with regular beneficial ownership, derived from the Capital Increase and object of the Offer.

Ordinary Conversion The maximum no. 97,574,886 ordinary Unipol shares without nominal value, derived from the Capital Increase in connection with the Warrants


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Shares and underlying the 2010-2013 Unipol Ordinary Share Warrants.

Preference Shares The maximum no. 390,660,132 preference Unipol shares without nominal value, with regular beneficial ownership, derived from the Capital Increase and forming the object of the Offer.

Preference Conversion Shares

The maximum no. 60,101,558 preference Unipol shares without nominal value, derived from the Capital Increase in connection with the Warrants and underlying the 2010-2013 Unipol Preference Share Warrants.

BNL Vita BNL Vita – Compagnia di Assicurazione e Riassicurazione S.p.A., with registered offices in Milan, Via Alberico Albricci no. 7.

BNL or Banca Nazionale del Lavoro

Banca Nazionale del Lavoro S.p.A., with registered offices in Rome, Via Vittorio Veneto no. 119.

BNP Paribas BNP Paribas S.A., with registered offices in 16, Boulevard des Italiens, 75009 Paris (France).

Borsa Italiana Borsa Italiana S.p.A., with registered offices in Milan, Piazza degli Affari no. 6.

BPER or Banca popolare dell’Emilia Romagna

Banca popolare dell’Emilia Romagna Soc. Coop., with registered offices in Modena, Via San Carlo no. 8.

BPSO or Banca Popolare di Sondrio

Banca Popolare di Sondrio S.c.p.a., with registered offices in Sondrio, Piazza Garibaldi no. 16.

Italian Civil Code Royal Decree no. 262 of March 16, 1942 as subsequently amended and supplemented.

Code of Private Insurance Legislative Decree no. 209 of September 7, 2005 and subsequent amendments and supplements, together with the implementing regulations of such decree (and, to the extent they are still in force, the implementing regulations of the law provisions abrogated by such decree).

Code of Corporate Governance

Code of Corporate Governance of listed companies prepared by the corporate governance Committee of listed companies promoted by Borsa Italiana.

Financial Conglomerate Corporate group with significant operations in the insurance and banking and/or investment services industry, as identified pursuant to Legislative Decree 142/2005 and in accordance with the coordination agreement entered into on November 16, 2005 between ISVAP, the Bank of Italy and Consob.

Unipol Financial Conglomerate

The Financial Conglomerate to which the Issuer belongs and which is controlled by Holmo.

Consob Commissione Nazionale per le Società e la Borsa, with registered offices in Rome, Via G.B. Martini no. 3.

Underwriting Agreement The underwriting agreement to be entered into by Mediobanca and the


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Issuer by the day prior to the launch date of the Offer.

COVIP Commissione di Vigilanza sui Fondi Pensione, the authority which supervises the structures of additional pensions established in Italy and which is responsible for ensuring transparency and accuracy of conduct and the proper and prudent management of such structures, while considering the protection of registered members and of beneficiaries and the proper functioning of the Italian supplementary social security system.

Legislative Decree 142/2005

Legislative Decree no. 142 of May 5, 2005, implementing European Directive 2002/87/CE relating to additional supervision of credit institutions, insurance companies and investment companies belonging to a financial conglomerate as well as relating to the form of preliminary consultation with respect to insurances.


Legislative Decree no. 252 of December 5, 2005, relating to the rules governing additional pension forms.

Legislative Decree 39/2010 Legislative Decree no. 39 of January 27, 2010 implementing European Directive 2006/43/CE on legal audit of annual accounts and consolidated annual financial statements.


Legislative Decree no. 461 of November 21, 1997, as subsequently amended and supplemented, relating to the reorganization of tax laws governing capital income and other financial income.

Directive 2003/71/CE Directive 2003/71/CE of the European Parliament and Council of November 4, 2003, relating to the prospectus to be published for public offerings or the admission to trading of financial instruments.

Ministerial Decree April 2, 2008

Decree of the Minister for the Economy and Finance of April 2, 2008 relating to the manner in which distributions from shareholdings and income treated as such determine the taxable income base, as well as of certain capital gains and capital losses.

Presidential Decree 254/2006

Decree of the President of the Republic no. 254 of July 18, 2006, “Regulation including the laws governing direct liquidation of damages deriving from road traffic, in compliance with Article 150 of the Code of Private Insurance”.

Presidential Decree 600/1973

Decree of the President of the Republic no. 600 of September 29, 1973, “Common provisions on the assessment of income taxes”.

Issuer or UGF or the Company or Unipol

Unipol Gruppo Finanziario S.p.A., with registered offices in Bologna, Via Stalingrado no. 45.

Finsoe Finsoe S.p.A. - Finanziaria dell’Economia Sociale S.p.A., with registered offices in Bologna, Piazza della Costituzione no. 2/2.

Group or UGF Group Collectively, the Issuer and the companies controlled by it pursuant to Article 93 of the Testo Unico.

Gruppo Assicurativo Arca Collectively Arca Vita, Arca Assicurazioni, Arca Vita International Ltd.,


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with registered offices in Dublin 2 (Ireland), 33 Sir John Rogerson’s Quay, Arca Direct Assicurazioni S.r.l., with registered offices in Verona, Via San Marco no. 48, Arca Inlinea S.Cons.a.r.l., with registered offices in Verona, Via San Marco no. 48, Arca Sistemi S.Cons.a.r.l., with registered offices in Verona, Via San Marco no. 48, Isi Insurance S.p.A. with registered offices in Verona, Via San Marco no. 48, and Isi Insurance Direct S.r.l. with registered offices in Rome, Borgo Sant’Angelo no. 9.

Gruppo Bancario UGF Banca

Collectively, the main companies of Gruppo Bancario UGF Banca, i.e. UGF Banca, UGF Leasing, UGF Merchant, Unipol Fondi Limited, UGF Private Equity SGR, Nettuno Fiduciaria, Unicard.

Holmo Holmo S.p.A., with registered offices in Bologna, Piazza della Costituzione no. 2/2.

IFRS or IAS/IFRS All “International Financial Reporting Standards” issued by IASB (“International Accounting Standards Board”) and recognized by the European Commission pursuant to Regulation (EC) no. 1606/2002, which include all “International Accounting Standards” (IAS), all “International Financial Reporting Standards” (IFRS) and all interpretations of the “International Financial Reporting Interpretations Committee” (IFRIC), previously named “Standing Interpretations Committee” (SIC).

IFSRA Irish Financial Services Regulatory Authority, with registered offices in Dublin (Ireland), PO Box 9138, College Green.

Supervisory Instructions Supervisory Instructions for banks issued by the Bank of Italy with Circular no. 229 of April 21, 1999 and subsequent updates and amendments.

ISVAP Istituto per la Vigilanza sulle Assicurazioni Private e di Interesse Collettivo, (the supervisory body for private insurance), with registered offices in Rome, Via del Quirinale no. 21.

Law 86/1994 Law no. 86 of January 25, 1994 relating to the establishment and regulation of close-end mutual funds.

Law 287/90 Law no. 287 of October 10, 1990.

Budget Law 2008 Law no. 244 of December 24, 2007.

Linear Linear S.p.A. – Compagnia Assicuratrice Linear S.p.A., with registered offices in Bologna, Via del Pilastro no. 52.

Mediobanca Mediobanca – Banca di Credito Finanziario S.p.A., with registered offices in Milan, Piazzetta Enrico Cuccia no. 1, which acts as sole Global Coordinator, Bookrunner and, together with UGF Merchant, as Joint Lead Manager.

Mercato Telematico Azionario or MTA

Automated stock market organized and managed by Borsa Italiana.


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Midi Midi S.r.l., with registered offices in Bologna, Via Stalingrado no. 45.

Monte Titoli Monte Titoli S.p.A., with registered offices in Milan, Via Andrea Mantegna no. 6.

Navale Assicurazioni Navale Assicurazioni S.p.A., with registered offices in San Donato Milanese (MI), Via della Unione Europea no. 3/B.

Navale Vita Navale Vita S.p.A., with registered offices in Rome, Via Farini no. 17.

Nettuno Fiduciaria Nettuno Fiduciaria S.r.l., with registered offices in Bologna, Via Dei Mille no. 16.

O.I.C.V.M. Organismi italiani di investimento collettivo in valori mobiliari, (collective investment undertakings in transferable securities), subject to the provisions set forth in Article 8, paragraphs 1 through 4, of the Legislative Decree no. 461 of November 21, 1997.

Offer or Rights Offer The rights offer to UGF shareholders of Shares deriving from the Capital Increase with attached Warrants pursuant to Article 2441 of the Italian Civil Code.

Auction The offer of unexercised option rights during the Offer Period, pursuant to Article 2441, paragraph 3 of the Italian Civil Code.

Exercise Period The period from July 1, 2013 until December 16, 2013 during which the holders of 2010-2013 Unipol Ordinary Share Warrants and 2010-2013 Unipol Preference Share Warrants will be entitled to request to subscribe for Ordinary Conversion Shares and Preference Conversion Shares, respectively, pursuant to the procedures (and except for suspensions) set forth in the Warrant Regulations

Offer Period The period for adhering to the Offer, between June 21 and July 9, 2010, included.

Business Plan The business plan of the UGF Group approved by the Board of Directors of the Issuer on May 13, 2010 for the 2010-2012 period.

Offer Price of Ordinary Shares

The price of Euro 0.445 at which the Ordinary Shares are offered on a pre-emptive basis to the shareholders holding UGF ordinary shares.

Offer Price of Preference Shares

The price of Euro 0.300 at which the Preference Shares are offered on a pre-emptive basis to the shareholders holding UGF preference shares.

Prospectus This information and listing prospectus.

Quadrifoglio Vita Quadrifoglio Vita S.p.A., with registered offices in Rome, Via Aldo Fabrizi no. 9.

Regulation 809/2004/CE The Regulation 809/2004/CE of the Commission of April 29, 2004, including the procedures for the execution of Directive 2003/71/CE relating to the information contained in prospectuses, the prospectus forms, the incorporation of information by reference, the publication of


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prospectuses and the dissemination of advertisements.

Warrant Regulations Collectively, the regulations of the 2010 – 2013 Unipol Ordinary Share Warrants and the regulations of the 2010 – 2013 Unipol Preference Share Warrants.

Stock Exchange Rules The regulation for markets organized and managed by Borsa Italiana in effect on the date of the Prospectus.

Issuers Regulation The regulation approved by Consob under resolution no. 11971 on May 14, 1999 and subsequent amendments and supplements.

Intermediaries Regulations

Regulation implementing Legislative Decree no. 58 of February 24, 1998 regarding the laws governing intermediaries, adopted by Consob with resolution no. 16190 of October 29, 2007, as subsequently amended and supplemented.

Exercise Requests The subscription requests received during the Exercise Period with respect to the Warrants.

Capital Reserves The capital reserves pursuant to Article 47, paragraph 5, of the TUIR, or, among others, the reserves or other funds established with share issuance premiums, with adjustment interests paid by subscribers, with sunken fund or capital account payments by shareholders and with monetary revaluation balances exempt from taxation.

Smallpart Smallpart S.p.A., with registered offices in Bologna, Via Stalingrado no. 45.

Independent Auditors or KPMG

KPMG S.p.A., with registered offices in Milan, Via Vittor Pisani no. 25.

Bylaws The bylaws of the Issuer in force on the date of the Prospectus.

Testo Unico or TUF Legislative Decree no. 58 of February 24, 1998, as subsequently amended.

Testo Unico Bancario or TUB

Legislative Decree no. 385 of September 1, 1993, as subsequently amended.

Testo Unico delle Imposte sui Redditi or TUIR

The Decree of the President of the Republic no. 917 of December 22, 1986, as subsequently amended.

TFUE The treaty relating to the functioning of the European Union (Trattato sul funzionamento dell’Unione Europea) published in the Official Gazette of the European Union on March 30, 2010 C 83/49.

UGF Assicurazioni UGF Assicurazioni S.p.A. with registered offices in Bologna, Via Stalingrado no. 45.

UGF Banca UGF Banca S.p.A., with registered offices in Bologna, Piazza della Costituzione no. 2.

UGF Leasing UGF Leasing S.p.A., with registered offices in Bologna, Piazza della


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Costituzione no. 2.

UGF Merchant UGF Merchant S.p.A., with registered offices in Bologna, Piazza della Costituzione no. 2/2. UGF Merchant acts, together with Mediobanca, as Joint Lead Manager.

UGF Private Equity UGF Private Equity SGR S.p.A., with registered offices in Bologna, Piazza della Costituzione no. 2.

Unicard Unicard S.p.A., with registered offices in Milan, Viale Famagosta no. 75.

Unifimm Unifimm S.r.l., with registered offices in Bologna, Via Stalingrado no. 45.

Unipol Fondi Limited Unipol Fondi Limited, with registered offices in Dublin 2 (Ireland), 70 Sir John Rogerson’s Quay.

Unipol SGR Unipol SGR S.p.A., with registered offices in Bologna, Piazza della Costituzione no. 2.

Unisalute Unisalute S.p.A., with registered offices in Bologna, Via del Gomito no. 1.

Warrant Collectively, the 2010-2013 Unipol Ordinary Share Warrants and the 2010-2013 Unipol Preference Share Warrants .

2010-2013 Unipol Ordinary Share Warrants

The warrants named “2010-2013 Unipol Ordinary Share Warrants” attached to the Ordinary Shares forming the object of this Offer in the ratio of 1 2010-2013 Unipol Ordinary Share Warrant for every 1 newly issued Ordinary Share.

2010-2013 Unipol Preference Share Warrants

The warrants named “2010-2013 Unipol Preference Share Warrants” attached to the Preference Shares forming the object of this Offer in the ratio of 1 2010-2013 Unipol Preference Share Warrant for every 1 newly issued Preference Share.


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GLOSSARY

Annual Premium Equivalent or APE

Measure of business volume relating to new policies composed of the sum of recurring premiums of new production and of one tenth of single premiums.

Appraisal value Estimate of the value of an insurance company operating in the Life business, or the Life component of an insurance group, based on actuarial techniques, which includes potential future new production: it is calculated as the sum of Embedded value and Goodwill.

Asset Liability Management (ALM)

Risk management technique of the risk to which all insurance companies are exposed, aimed at obtaining an adequate return on investment through an integrated management of assets and liabilities. It is based on the sensitivity of assets and liabilities to changes in market conditions.

Bancassurance Distribution of insurance products through the bank channel.

CARD or Convenzione tra Assicuratori per il Risarcimento Diretto (Convention between Insurers for Direct Indemnity)

The convention, implementing Article 13 of DPR 254/2006, between all insurance companies with registered offices in Italy, for determining the cooperation rules between insurance companies for the organisation and management of the direct indemnity system, the reimbursements and payments relating to indemnities carried out pursuant to Articles 141, 149 and 150 of the Code of Private Insurance.

CAGR Compound Annual Growth Rate.

Combined ratio Indicator measuring the balance of Non-Life technical management, composed of the sum of expense ratio and loss ratio.

Insurance division The insurance and bancassurance sectors of the UGF Group.

Banking division Gruppo Bancario UGF Banca and Unipol SGR, collectively.

Corporate finance Includes the range of services and products offered by the banking division of the UGF Group to meet the financial and consultancy needs of companies.

Embedded value Estimate of the intrinsic value of an insurance company operating in the Life business or of the Life component of an insurance group, based on actuarial techniques and calculated as sum of adjusted shareholders’ equity (obtained by making the necessary adjustments to the accounting value of shareholders’ equity to align it to the market value of the underlying assets) and Inforce value, excluding Goodwill.

Expense ratio Ratio between aggregate operating expenses and recorded premiums.

Goodwill Represents the capacity of an insurance company operating in the Life business or the Life component of an insurance group to acquire potential new contracts; in the context of determining the Appraisal value it is generally calculated by applying a multiplier to the New Business Value; the choice of multiplier typically varies depending on the distribution channels used by the company being valued, the type of customers served


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and the perception of risk associated with future sales.

Inforce value Technical value of portfolio obtained by discounting future profits relating to the existing portfolio, net of tax and cost of capital.

Impairment test Valuation process by which the recoverable value of assets is measured so as to verify any reductions in value of such assets.

Direct liquidation Mechanism with respect to the motor insurance market introduced by DPR 254/2006 and in force since February 1, 2007, which applies to claims after February 1, 2007 in all cases of damages to the vehicle and minor injuries to the driver, also if the accident involves third party passengers. In particular, the policyholders who have suffered accidents with damages to goods or physical injuries which result in permanent invalidity not exceeding 9 points, shall no longer address their indemnification request to the insurance company of the counterparty but to their own insurance company which shall liquidate the claim, with respect to which it will receive from the debtor company a lump sum reimbursement in an amount pre-determined by law in relation to the territorial area.

Investment banking Brokerage activity with respect to the purchase and sale of financial instruments and asset management.

Leasing Agreement whereby one party (lessor) allows another party (lessee) for a specific period of time to use an asset that the lessor purchased or had manufactured based on the choice and instructions given by the lessee, with the option of the lessee to acquire the ownership of the asset at pre-established conditions at the expiration of the lease contract.

Loss ratio Primary indicator of profitability of the operations of an insurance company. It consists in the ratio between cost of direct claims of the year and direct premiums of the year.

Merchant banking The activity of subscribing for securities – shares or debt – of clients in the corporate sector for the subsequent placement on the market, the purchase of shareholdings to be held more permanently, but still for subsequent sale, corporate advisory services with respect to mergers and acquisitions or restructurings.

New Business Margin Result of ratio between the new production technical value (estimate of current value of future profits from the previous year’s business, including expected premiums for contracts with annual and recurring premiums and calculated taking into account the different marketed rates and profit margins, net of tax and cost of capital), and premiums of new production expressed in annual premium equivalents (APE).

New business value Technical value of new production: estimate of current value of future profits from the previous year’s business, including expected premiums for contracts with annual and recurring premiums and calculated taking into account the different marketed rates and profit margins, net of tax and cost of capital.

Pillar 1 Within the new international agreement on capital pursuant to which the


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guidelines for determining the minimum capital requirements of banks have been re-determined, named “Basel 2”, the new prudential regulation entered into force in Italy in 2008, is based on three pillars. Pillar 1 is the first pillar and relates to minimum capital requirements. Save for the aimed capitalisation level of 8% of weighted exposures per risk, such pillar outlines a new system of rules for the measurement of typical risks of banking and financial activities (credit, counterparty, market and operating risks) which provides for alternative calculation methods characterised by different levels of complexity with the possibility to use internally developed models, subject to the prior authorisation of the supervisory authority.

Index-linked Policies Life insurance policies with a high financial content that link the benefits to the performance of a market index, usually an equity index. The investment risk is borne by the policyholder.

Unit-linked Policies Life insurance policies with a high financial content that link the benefits to the performance of an index of investment fund. The investment risk is borne by the policyholder.

Project finance Technique used to finance industrial projects on the basis of projections of the cash flows generated by such projects. The review is based on a number of valuations that differ from those generally used to analyse ordinary credit risks. In addition to the analysis of cash flows, these valuations include the technical review of the project, the suitability of the sponsors who will undertake to carry out the project, and the markets where the product will be sold.

Direct insurance premiums or from direct business

Premiums including premiums deriving from insurance contracts as well as from investment products, which are cashed in directly by the insurance companies. It differs from indirect insurance premiums which are obtained from other companies that have entered into reinsurance treaties.

Direct bank customer deposits

Collection of financial means performed by the banks in the form of deposits and bonds.

Indirect insurance premiums or from indirect business

Collection of insurance premiums through reinsurance activities.

Indirect bank customer deposits

Credit securities and other securities, not issued by the depositary bank, received by the bank in custody, administration or in connection with managed savings activities.

Elementary Classes Common expression used to indicate Non-Life classes other than the Motor classes.

Class I Insurance class of the Life business which includes insurances on the length of human life as defined in Article 2, paragraph 1, of the Code of Private Insurance.

Class II Insurance class of the Life business which includes marriage insurance and birth assurance, as defined in Article 2, paragraph 1, of the Code of Private


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Insurance.

Class III Insurance class of the Life business which includes the insurances referred to in classes I and II, the main benefits of which are directly linked to the value of units of a UCITS (undertakings for collective investment in transferable securities) or the value of the assets in an internal fund or else to an index or other reference values, as defined in Article 2, paragraph 1, of the Code of Private Insurance.

Class IV Insurance class of the Life business which includes health insurance and insurance against the risk of dependency that are covered by long-term health insurance contracts not subject to cancellation, against the risk of serious disability resulting from accident or sickness or longevity, as defined in Article 2, paragraph 1, of the Code of Private Insurance.

Class V Insurance class of the Life business which includes capitalization operations, as defined in Article 2, paragraph 1, of the Code of Private Insurance.

Class VI Insurance class of the Life business which includes management of collective pension funds activities established to effect payments in case of death or survival or in the event of discontinuance or curtailment of work activity, as defined in Article 2, paragraph 1, of the Code of Private Insurance.

Class Other Damage to Property

Insurance class of the Non-Life business as defined in Article 2, paragraph 3, no. 9 of the Code of Private Insurance, which includes all damage to property (other than property included in the land vehicles class, railway rolling stock class, aircraft class, sea, lake, river and canal vessels class, goods in transit class) due to hail or frost, and any other event, such as theft, other than those mentioned in the Fire and natural forces class.

Motor Class Collectively, the Motor Third Party Liability and Land Vehicles classes.

Land Vehicles Class Insurance class of the Non-Life business which includes all damages to land motor vehicles, and land vehicles other than motor vehicles (excluding railway rolling stock), as defined in Article 2, paragraph 3, no. 3 of the Code of Private Insurance.

Non-Life Class(es) Insurance activity carried out by an insurance company relating to taking and managing the risks set forth in Article 2, paragraph 3 of the Code of Private Insurance.

Fire Class Insurance class of the Non-Life business which includes all damages to property (other than property included in the land vehicles class, railway class, aircraft class, sea, lake, river and canal vessels class, goods in transit class) due to: fire, explosion, storm, natural forces other than storm, nuclear energy, land subsidence, as defined in Article 2, paragraph 3, no. 8 of the Code of Private Insurance.

Accidents Class Insurance class of the Non-Life business which includes industrial injuries and occupational diseases, fixed pecuniary benefits, temporary indemnity, combined forms, injury to passengers, as defined in Article 2, paragraph 3,


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no. 1 of the Code of Private Insurance.

Sickness Class Insurance class of the Non-Life business which includes fixed pecuniary benefits, temporary indemnity, combined forms, as defined in Article 2, paragraph 3, no. 2 of the Code of Private Insurance.

Non-Motor Class or Non-Life Non-Motor Class

Collectively, the Accidents and Sickness classes, ships class, aircraft and goods in transit class, fire class and Other Damage to Property class, general Third Party Liability, Credit, miscellaneous financial loss, legal expenses, and assistance, as defined in Article 2, paragraph 3 of the Code of Private Insurance.

Motor Third Party Liability Class

Insurance class of the Non-Life business which includes all liability arising from the use of motor vehicles operating on land (including carrier’s liability), as defined in Article 2, paragraph 3, no. 10 of the Code of Private Insurance.

General Liability Class Insurance class of the Non-Life business which includes any liability other than motor third party liability, aircraft, and sea, lake, river and canal vessels, as defined in Article 2, paragraph 3, no. 13 of the Code of Private Insurance.

Life Class(es) Insurance activity carried out by an insurance company regarding the assumption and management of the risks set forth in Article 2, paragraph 1 of the Code of Private Insurance.

Rappels Compensation in the form of commission paid to insurance brokers upon the achievement of certain pre-established goals.

Rating Expresses the valuation, formulated by a specialised private agency, of the credit worthiness of an issuer of financial instruments on international financial markets, or the capacity of such issuer to meet the obligations undertaken with respect to such issued financial statements.

Risk appetite Propensity of investors to assume financial risks.

Risk management System aimed at an integrated management of risk in its different forms of insurance, technical, financial and operating risk. It consists in the effective planning of corporate resources necessary to safeguard the economic and financial balance as well as the operational capacity of the company, if in the presence of damaging events, so as to stabilise the cost of risk in the short and long term and minimize costs and effects of the risk on the single financial periods.

Insurance segment Segment in which the companies UGF Assicurazioni, Navale Assicurazioni, Linear and Unisalute operate.

Bancassurance segment Sector in which BNL Vita operates.

Corporate segment Activities carried out with respect to companies.

Retail segment Activities carried out with respect to individual clients.


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Debtor CARD Claims Claims governed by CARD in which the policyholder of the UGF Group is responsible, in full or in part, for the accident. Such accidents are indemnified for the account of the UGF Group company by other insurance companies to which the company of the UGF Group must pay a lump sum reimbursement.

Handler CARD Claims Claims governed by CARD in which the policyholder of the UGF Group is not responsible, in full or in part, for the accident. Such accidents are indemnified by the UGF Group company for the account of the insurance company of the vehicle responsible for the accident which has to pay a lump sum reimbursement.

No CARD Claims Accidents governed by the ordinary regime which are not covered by the application of CARD.

Shadow accounting Technique set forth in IFRS 4, which allows for the accounting in the technical provisions of insurance contracts or investments contracts with discretionary profit sharing, of the unrealised capital losses and/or capital gains on the assets as if they had been realised. This adjustment is recorded in the shareholders’ equity or income statement depending on whether the capital losses or capital gains are recorded in shareholders’ equity or in the income statement.

Value at Risk or VaR Method used to quantify the level of risk. Measures the maximum potential loss expected to be generated with a certain probability in a specific time period.


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SUMMARY NOTE

The public offer and listing of Ordinary and Preference Shares with attached Warrants of UGF described in this Prospectus entail the typical risk elements of an investment in listed financial instruments.

This summary note (the “Summary Note”), prepared pursuant to Regulation 809/2004/CE, summarises the risks and main characteristics of the Issuer, the Group and the Shares with attached Warrants offered pursuant to the Offer.

In order to make a proper assessment of the investment, investors are invited to evaluate the information included in this Summary Note together with the Risk Factors and the other information contained in this Prospectus.

In particular:

A) this Summary Note is an introduction to the Prospectus;

B) any decision by the investor to invest in the Shares with Warrants offered pursuant to the Offer must be based on the review of the entire Prospectus;

C) if a lawsuit is initiated in a court of law with regard to the information contained in the Prospectus, the plaintiff investor could be required to bear the cost of translating the Prospectus prior to the beginning of the proceeding;

D) civil liability rests with the Issuer as entity that prepared the Summary Note, and possibly on the persons who prepare its translation, only if the Summary Note is found to be misleading, inaccurate or inconsistent if read together with the other parts of the Prospectus.

Capitalised terms are defined in the “Definitions” section of the Prospectus.

Set forth below are the titles of the risk factors relating to the Issuer and the Group, the market in which it operates and the financial instruments, which are set forth in full in Section One, Chapter IV of the Prospectus.

A. RISK FACTORS RELATING TO THE ISSUER AND THE GROUP IT CONTROLS

A.1 Risks related to the economic performance of the UGF Group

A.2 Risks related to the failure to implement the 2010-2012 Business Plan

A.3 Risks related to the acquisition of Gruppo Assicurativo Arca

A.4 Risks related to specific provisions of certain financing contracts of the UGF Group companies

A.5 Risks related to the nature of holding company of the Issuer

A.6 Risks related to the concentration of business

A.7 Risks related to the loss of value of goodwill (impairment test)

A.8 Risks related to ongoing judicial proceedings and interventions by the supervisory authorities

A.9 Issuance of index-linked policies with underlying financial instruments issued by companies of the Lehman Brothers Inc. group and Icelandic banks

A.10 Risks related to the reduction of insurance premium income in the short term

A.11 Risks related to the structure of the share capital and the difficulty to gain control of the Issuer

A.12 Risks related to the ratings assigned to the Issuer and the main subsidiaries

A.13 Risks related to the data provided, including with respect to market share


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A.14 Operational risks

A.15 Risk management

B. RISK FACTORS RELATING TO THE SECTOR AND MARKETS IN WHICH THE UGF GROUP OPERATES

B.1 Risks related to the impact of the trends in the financial markets and of the macroeconomic situation on the performance of the UGF Group

B.2 Risks related to changes in the laws and regulatory framework

B.3 Risks related to competition and increased competitiveness

B.4 Risks related to the cyclical nature of the insurance industry

B.5 Risks related to indemnification requests

B.6 Risks related to insurance rating

B.7 Risks related to the creation and adjustment of technical provisions of the companies of the insurance division of the UGF Group

B.8 Specific risks related to the Life insurance business of the companies in the insurance division of the UGF Group

B.9 Risks related to the insolvency of reinsurance counterparties and to the concentration in the reinsurance market

B.10 Risks related to frauds

C. RISK FACTORS RELATING TO THE FINANCIAL INSTRUMENTS WHICH ARE BEING OFFERED

C.1 Risks related to the liquidity and volatility of offered financial instruments

C.2 Risks related to the underwriting and guarantee commitments and the partial execution of the Capital Increase

C.3 Risks related to the dilution effects of the Capital Increase and the Capital Increase in connection with the Warrants

C.4 Risks related to the markets in which the Offer may not take place without authorisations by the competent authorities

C.5 Risks related to the restriction on the issuance of financial instruments

D. Information on the Issuer

Issuer

The Issuer is a joint stock corporation under Italian law, with registered offices in Bologna, Via Stalingrado no. 45, telephone number +39 051 5076111.


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Share Capital

At the date of the Prospectus, the subscribed for and paid-in share capital of the Issuer amounts to Euro 2,391,426,100, divided into no. 2,391,426,100 shares, without nominal value, of which no. 1,479,885,786 ordinary shares and no. 911,540,314 preference shares.

Board of Directors, General Manager, senior managers and Board of Statutory Auditors

Board of Directors

The Board of Directors of the Issuer in office as of the date of the Prospectus is composed of 25 members and was appointed by the Shareholders’ Meeting of April 29, 2010 and shall remain in office until the approval of the financial statements for the financial year ending December 31, 2012.

The members of the Board of Directors are listed in the following table:

Name and Surname Position Place and date of Birth

1 Pierluigi Stefanini Chairman Sant’Agata Bolognese (BO), June 28, 1953

2 Piero Collina Deputy Chairman Bologna, February 24, 1946

3 Carlo Cimbri Chief Executive Officer Cagliari, May 31, 1965

4 Francesco Berardini Director Genoa, July 11, 1947

5 Sergio Betti Director Castellina in Chianti (SI), December 22, 1949

6 Rocco Carannante Director Castel Volturno (CE), March 31, 1941

7 Pier Luigi Celli Director Verrucchio (RN), July 8, 1942

8 Gilberto Coffari Director Bertinoro (FC), June 12, 1946

9 Vanes Galanti Director Imola (BO), November 15, 1949

10 Sergio Costalli Director Rosignano Marittimo (LI), March 8, 1952

11 Ernesto Dalle Rive Director Torino, December 2, 1960

12 Jacques Forest Director Ecaussinnes D’Enghien (Belgium), April 12, 1944

13 Roger Iseli Director Paris (France), July 7, 1948

14 Claudio Levorato Director Pianiga (VE), February 15, 1949

15 Ivan Malavasi Director Correggio (RE), September 21, 1948

16 Massimo Masotti Director Bologna, February 7, 1962

17 Enrico Migliavacca Director Milan, April 18, 1952

18 Pier Luigi Morara Director Bologna, February 28, 1955

19 Milo Pacchioni Director Modena, November 4, 1950

20 Marco Pedroni Director Montecchio Emilia (RE), February 4, 1959

21 Giuseppe Politi Director San Pietro in Lama (LE), January 28, 1950

22 Francesco Vella Director Lucca, February 5, 1958

23 Marco Giuseppe Venturi Director San Pietro a Maida (CZ), November 4, 1947

24 Luca Zaccherini Director Imola (BO), February 14, 1962

25 Mario Zucchelli Director Castelfranco Emilia (MO), January 23, 1946


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For further information on the management bodies of the Issuer, see Section One, Chapter XIV, Paragraph 14.1.1 of the Prospectus.

General Manager and senior managers

The following table sets forth information regarding the General Manager and the senior managers of the Issuer at the date of this Prospectus.

Name and Surname Position Place and date of Birth

Date joined the UGF Group

1 Carlo Cimbri General Manager (*) Cagliari, May 31, 1965

August 19, 1991

2 Maurizio Castellina Manager in charge of preparing the accounting documents – Head of Administration and Operations

Bologna, October 23, 1957

April 1, 1987

3 Luciano Colombini General Manager of UGF Banca La Spezia, March 4, 1955

December 9, 2008

4 Federico Corradini Head of Business Gruppo Arca Verona, September 7, 1948

June 1, 1971

5 Franco Ellena CO-General Manager UGF Assicurazioni Carignano (TO), July 21, 1947

March 16, 1998

6 Roberto Giay Corporate Legal Affairs, Equity Participations and Compliance

Pinerolo (TO), November 10, 1965

June 16, 2003

7 Matteo Laterza Head of Finance Bari, October 8, 1965 April 14, 2008

8 Alberto Maria Maturi Co-General Manager of UGF Assicurazioni Trento, September 4, 1961

September 1, 2009

9 Giuseppe Santella Head of Human Resources and Organization Avesnes (France), March 14, 1960

February 1, 2007

(*) Appointment confirmed at the time of the appointment as Chief Executive Officer.

For further information on the General Manager and the senior managers, see Section One, Chapter XIV, Paragraph 14.1.2 of the Prospectus.

Board of Statutory Auditors

The Board of Statutory Auditors currently in office was appointed by the Shareholders’ Meeting of April 29, 2010 and shall remain in office until the annual accounts for the year ending December 31, 2012 are approved. The members of the Board of Statutory Auditors are listed below.

Name and Surname Position Place and Date of Birth

Roberto Chiusoli Chairman of the Board of Statutory Auditors

Bologna, September 15, 1964

Giorgio Picone Statutory Auditor Eboli (SA), April 29, 1945

Domenico Livio Trombone Statutory Auditor Potenza, August 31, 1960

Cristiano Cerchiai Alternate Auditor Rome, January 16, 1965


18

Carlo Cassamagnaghi Alternate Auditor Bresso (MI), August 21, 1939

For further information on the control body of the Issuer, see Section One, Chapter XIV, Paragraph 14.1.3 of the Prospectus.

Independent Auditors

The audit firm appointed by UGF pursuant to Articles 155 and following of the Testo Unico (as subsequently amended and supplemented by Legislative Decree 39/2010), for the audit of the annual accounts and the consolidated financial statements for the financial years 2006-2011 is KPMG S.p.A.

Employees

As of March 31, 2010, the Group had 7,174 employees. At the date of the Prospectus, there have not been any material changes in the number of employees.

Shareholders

At the date of the Prospectus, according to the shareholders’ register, communications received pursuant to the law and other information available to the Company, the shareholders directly or indirectly owning shares representing more than 2% of the share capital are:

Shareholder Ordinary shares

% of ordinary

share capital

No. of preference

shares

% of preference

share capital Total shares % of share

capital

Finsoe S.p.A. (*) 751,019,415 50.748% 15,532 0.002% 751,034,947 31.405%

P&V Assurances S.C. 65,943,272 4.456% 719,120 0.079% 66,662,392 2.788%

Brandes Investment Partners LP 0 0.000% 51,155,245 5.612% 51,155,245 2.139%

(*) Company controlled by Holmo. For further information see Section One, Chapter XVIII, Paragraph 18.3.

The Issuer is controlled, pursuant to Article 93 of the Testo Unico and Article 2359, paragraph 1, no. 1) of the Italian Civil Code, by Finsoe. Finsoe in turn is controlled by Holmo. In addition, the latter company is also the controlling entity of the Unipol Financial Conglomerate. The Unipol Financial Conglomerate is composed of, other than Homo, its direct and indirect subsidiaries (including Finsoe, UGF and the other companies part of the UGF Group).

Holmo is not controlled by any entity, neither individually nor jointly. Neither Finsoe nor Holmo perform steering and coordination activities with respect to UGF pursuant to Articles 2497 and following of the Italian Civil Code.

For further information see Section One, Chapter XVIII.


19

History and development of the Issuer

The Issuer was established in 1961 by the Lancia family under the name “Compagnia Assicuratrice Unipol Soc. per az.”. In 1962, it was acquired by several cooperatives belonging to the Bologna League of Cooperatives (Lega delle cooperative di Bologna) and other cooperatives belonging to other regions of Central and Northern Italy. In 1963 the Issuer began operating in the Non-Life business and in 1980 in the Life business.

In 1986 the preference shares are listed on the Italian Stock Exchange, and in 1990, the ordinary shares are listed.

Starting from the nineties, a diversification and expansion process was implemented with the establishment of a number of companies specialised by channel/product, and with the acquisition of other insurance and banking companies, including Unipol Banca S.p.A. (subsequently renamed UGF Banca).

In 2006, a new phase characterised by the re-arrangement of the governance and a reorganization process began, which was completed in September 2007 with the change of the Issuer’s name to “Unipol Gruppo Finanziario S.p.A.” and UGF becoming the holding company.

Following the completion of the first phase of the corporate and functional reorganization, the second phase was launched aimed, on the one hand, at rationalising the equity and financial structure of the Group and, on the other, at re-arranging the insurance division and at consolidating the banking division.

In December 2009, UGF on the one hand, and Banca popolare dell’Emilia Romagna, several companies controlled by it as well as Banca Popolare di Sondrio, on the other hand, entered into an agreement, subsequently supplemented by deed of amendment on February 3, 2010, regarding the acquisition by UGF of the majority of the share capital of Gruppo Assicurativo Arca, subject to obtaining the authorisations of the competent Authorities.

On May 13, 2010, the Board of Directors of the Issuer approved the Business Plan as well as the guidelines relating to the integration of the industrial operations of Navale Assicurazioni into UGF Assicurazioni.

For further information, see Section One, Chapter V, Paragraph 5.1.5, Chapter XIII and Chapter XXII, Paragraph 22.2.

Activities

UGF is the holding and service company of the UGF Group, one of the leading Italian insurance groups, which also carries out banking activities in Italy1. In particular, UGF manages the governance, control and coordination functions of the Group and provides so-called “transversal” services, i.e. services provided indistinctly to the banking and the insurance divisions of the Group itself (see Section One, Chapter XIX of the Prospectus).

In particular, with respect to the insurance division, the Group operates in the following sectors:

(a) insurance: this is the historical sector of the Group, and its activities include the Non-Life and Life businesses, performed mainly through the company UGF Assicurazioni (a multi-business company) and the companies Linear, Unisalute and Navale Assicurazioni (Non-Life business) specialised by products and channels;

(b) bancassurance: this is the sector developed through the joint venture between the UGF Group and the BNP Paribas group for the sale of life insurance products of the subsidiary BNL Vita through the distribution network of Banca Nazionale del Lavoro.

1 Source: Ania, Annual Report “Premium income from direct business in Italy 2009”, table “Premium income from direct business in Italy by group of companies, pursuant to the ISVAP Register of Groups”.


20

With respect to the banking division, the Group, through Gruppo Bancario UGF Banca and Unipol SGR, focuses on traditional banking activities (carried out by UGF Banca and UGF Merchant), portfolio management services and other investment services (provided mainly by UGF Banca and Unipol SGR), asset management (mainly carried out by Unipol Fondi Limited), merchant banking and investment banking, advisory services with respect to non-ordinary corporate finance transactions (mainly carried out by UGF Merchant) and activities of financial intermediation in the leasing segment (mainly carried out by UGF Leasing). In addition, the banking division includes the companies UGF Private Equity, Nettuno Fiduciaria and Unicard.

In addition, in a residual manner and functionally to the performance of the activities described above, UGF operates in the real estate sector through the direct subsidiary Ambra Property and performs services for the Group companies (so-called holding and services division).

At the date of the Prospectus, the ratings assigned to UGF by the rating agency Moody’s Investors Service were: “Baa2” long term issuer rating with negative outlook and “Baa2” for senior debt with negative outlook. At the same date, the ratings assigned to UGF by the rating agency Standard & Poor’s were: “BBB” for counterparty risk with negative outlook and “BBB” for senior debt with negative outlook.

At the date of the Prospectus, the ratings assigned to UGF Banca by the rating agency Moody’s Investors Service were: “Baa2” long term issuer rating with negative outlook, “Prime-2” short term issuer rating with stable outlook and “D+” bank financial strength rating with stable outlook. At the same date, the ratings assigned to UGF Banca by the rating agency Standard & Poor’s were: “BBB-” long term issuer rating with negative outlook and “A-3” short term issuer rating with negative outlook.

At the same date, the counterparty credit rating of UGF Assicurazioni assigned by Standard & Poor’s to its insurance financial strength and counterparty risk was “A-” with negative outlook while the insurance financial strength rating assigned by Moody’s Investors Service was “A2” with negative outlook. At the date of the Prospectus, the main companies of the UGF Group, by divisions and sectors of operations, are the following:


21

For further information, see Section One, Chapter VI of the Prospectus.

Related party transactions The Issuer has commercial and financial relations with related parties at conditions deemed normal, taking into account the characteristics of the goods and services offered. Such relations allow the parties to benefit from the advantages deriving from the use of common services and competences, Group synergies and the application of standardised policies in the financial market.

For further information see Section One, Chapter XIX of the Prospectus.

E. Selected financial information, own funds and indebtedness

Set forth below is a summary of the main selected financial information of the UGF Group relating to the quarters ended March 31, 2010 and 2009, and the financial years ended December 31, 2009, 2008 and 2007, respectively.

Such information was extracted from:

51%

100%

86.18%

67.74% (1)

100%

98.48%

100%

99.83%

100%

100%

INSURANCE SECTOR

BANCASSURANCE SECTOR

Divisioni:

100%

51%

(1)

INSURANCE DIVISION

51%

100%

86.18%

67.74% (1)

100%

98.48%

100%

99.83%

100%

100% Divisioni:

100%

51%

(1) The remaining 32.26% interest in UGF Banca is also held by UGF Assicurazioni

BANKING DIVISION


22

- the interim condensed consolidated financial statements for the quarter ended March 31, 2010 subject to limited accounting review by the Independent Auditors, who issued the unqualified report on May 17, 2010. This document is included in the interim management report at March 31, 2010 approved by the Board of Directors of the Issuer on May 13, 2010.

- the consolidated financial statements for the financial years ended December 31, 2009, 2008 and 2007 of the UGF Group, approved by the Board of Directors of the Issuer on March 25, 2010, March 19, 2009 and March 20, 2008, respectively, and audited by the Independent Auditors, who issued the relevant reports on April 9, 2010, April 6, 2009 and April 7, 2008, respectively.

Summary of balance sheet data as of March 31, 2010 and December 31, 2009, 2008 and 2007

SUMMARY OF CONSOLIDATED BALANCE SHEET DATA

(in millions of Euro)

31/03/2010 31/12/2009 31/12/2008 31/12/2007 % var. 2010/2009

% var. 2009/2008

% var. 2008/2007

ASSETS

INTANGIBLE ASSETS 1,913 1,917 1,819 1,812 -0.2% 5.4% 0.4%

TANGIBLE ASSETS 598 596 572 435 0.4% 4.1% 31.6%

TECHNICAL PROVISIONS – REINSURERS’ SHARE 457 457 534 593 0.0% -14.3% -10.0%

INVESTMENTS 41,026 39,765 35,422 39,040 3.2% 12.3% -9.3%

SUNDRY RECEIVABLES 1,578 1,803 1,663 1,430 -12.5% 8.4% 16.3%

OTHER ASSETS 945 902 1,147 2,524 4.8% -21.4% -54.6%

CASH AND CASH EQUIVALENTS 206 222 345 364 -7.2% -35.7% -5.3%

TOTAL ASSETS 46,724 45,661 41,501 46,199 2.3% 10.0% -10.2%

LIABILITIES AND SHAREHOLDERS’ EQUITY

SHAREHOLDERS’ EQUITY 3,888 3,826 3,706 5,274 1.6% 3.2% -29.7%

pertaining to the Group 3,636 3,585 3,433 4,988 1.4% 4.4% -31.2%

pertaining to minority interests 252 241 273 287 4.7% -11.7% -4.9%

AMOUNTS SET ASIDE 97 101 81 56 -4.0% 25.1% 44.3%

TECHNICAL PROVISIONS 28,957 28,286 25,298 26,074 2.4% 11.8% -3.0%

FINANCIAL LIABILITIES 12,219 12,198 10,895 11,810 0.2% 12.0% -7.8%

PAYABLES 440 415 412 424 6.0% 0.9% -2.9%

OTHER LIABILITIES 1,122 833 1,110 2,561 34.6% -24.9% -56.6%

TOTAL SHAREHOLDERS’ EQUITY AND LIABILITIES 46,724 45,661 41,501 46,199 2.3% 10.0% -10.2%


23

Summary of income statement data

Data as of December 31, 2009, 2008 and 2007

SUMMARY OF INCOME STATEMENT DATA (in millions of Euro)

31/12/200931/12/2008 31/12/2007 % var. 2009/2008

% var.2008/2007

Net earned premiums 9,420 7,591 7,463 24.1% 1.7%

Commissions and fees receivable 107 101 118 5.4% -14.1%

Income and charges arising out of financial instruments recorded at fair value through profit or loss 329 (328) (39) n.r. n.r.

Income arising out of shareholdings in subsidiaries, associates and joint ventures 1 27 2 -98.2% n.r.

Income arising out of other financial instruments and investments in property 1,368 1,624 1,625 -15.7% -0.1%

Other income 140 124 146 12.9% -15.3%

TOTAL INCOME AND PROCEEDS 11,365 9,139 9,314 24.4% -1.9%

Net charges relating to claims 9,474 6,558 6,768 44.5% -3.1%

Commissions and fees payable 28 34 42 -19.1% -18.8%

Charges arising out of shareholdings in subsidiaries, associates and joint ventures 0 1 0 n.r. n.r.

Charges arising out of other financial instruments and investments in property 1,250 900 457 38.9% 96.9%

Operating expenses 1,366 1,290 1,277 5.9% 1.0%

Other costs 221 222 164 -0.5% 35.2%

TOTAL COSTS AND CHARGES 12,338 9,005 8,708 37.0% 3.4%

PROFIT (LOSS) FOR THE PERIOD BEFORE TAXATION (973) 134 607 n.r. -77.9%

Taxation (205) 27 186 n.r. -85.5%

PROFIT (LOSS) CONSOLIDATED (769) 107 421 n.r. -74.5%

Pertaining to the Group (772) 93 389 n.r. -76.2%

Pertaining to minority interests 3 15 32 -77.6% -54.1%


24

COMPREHENSIVE INCOME STATEMENT2 – NET AMOUNTS


31/12/2009 31/12/2008 31/12/2007 % var. 2009/2008

% var 2008/2007

CONSOLIDATED PROFIT (LOSS) (769) 107 421 n.r. -74.5%

Variation in provision for net exchange rate differences

Profit or loss on financial assets available for sale 998 (666) (615) n.r. 8.3%

Profit or loss on instruments held for hedging a financial flow (11) (18)

TOTAL OTHER COMPONENTS OF COMPREHENSIVE INCOME STATEMENT 987 (666) (633) n.r. 5.2%

TOTAL CONSOLIDATED COMPREHENSIVE INCOME STATEMENT 218 (559) (212) n.r. 163.5%

Pertaining to the Group 150 (553) (232) n.r. 138.4%

Pertaining to minority interests 69 (6) 20 n.r. n.r.

Data relating to period ended March 31, 2010


31/03/2010 31/03/2009 % var. 2009/2010

Net earned premiums 2,182 2,687 -18.8%

Commissions and fees receivable 34 22 54.5%

Income and charges arising out of financial instruments recorded at fair value throughprofit or loss 24 8 200.0%

Income arising out of shareholdings in subsidiaries, associates and joint ventures 0 1 n.r.

Income arising out of other financial instruments and investments in property 457 334 36.8%

Other income 46 25 84.0%

TOTAL INCOME AND PROCEEDS 2,743 3,077 -10.9%

Net charges relating to claims 2,212 2,529 -12.5%

Commissions and fees payable 10 6 66.7%

Charges arising out of shareholdings in subsidiaries, associates and joint ventures 0 0

2 This table has been prepared in compliance with the new version of the International accounting principle IAS 1 – Presentation of Financial Statements -, which became effective as of January 1, 2009. It should be noted that in order to have a better comparability of the income statement data relating to the three financial years under review, the Company has restated the values of the other components of the comprehensive income statement relating to the 2007 financial year. This restatement was done only for the purpose of preparing the Prospectus and as a result, the Independent Auditors’ opinion on the consolidated financial statements of the UGF Group as of December 31, 2007 does not cover such data given the absence of specific provisions in the IAS/IFRS principles.


25


31/03/2010 31/03/2009 % var. 2009/2010

Charges arising out of other financial instruments and investments in property 124 105 18.1%

Operating expenses 317 326 -2.8%

Other costs 56 38 47.4%

TOTAL COSTS AND CHARGES 2,719 3,005 -9.5%

PROFIT (LOSS) FOR THE PERIOD BEFORE TAXATION 24 72 -66.7%

Taxation 23 31 -25.8%

CONSOLIDATED PROFIT (LOSS) 1 41 -97.6%

Pertaining to the Group (7) 39 n.r.

Pertaining to minority interests 8 2 300.0%

COMPREHENSIVE INCOME STATEMENT – NET AMOUNTS


31/03/2010 31/03/2009 % var. 2009/2010

PROFIT (LOSS) OF THE CONSOLIDATED FINANCIAL YEAR 1 41 -97.6%

Profit or loss on financial assets available for sale 73 (175) n.r.

Profit or loss on instruments held for hedging a financial flow (12) (0) n.r.

TOTAL OTHER COMPONENTS OF COMPREHENSIVE INCOMESTATEMENT 61 (176) n.r.

TOTAL CONSOLIDATED COMPREHENSIVE INCOME STATEMENT 62 (135) n.r.

Pertaining to the Group 51 (159) n.r.

Pertaining to minority interests 11 25 n.r.

Information on solvency margin of the UGF Group

SOLVENCY MARGIN OF THE UGF GROUP

(method based on the consolidated financial statements)

Description 31/12/2009 31/12/2008 31/12/2007

Elements of ratio (Euro millions) 3,037 2,554 2,626

Required solvency ratio (Euro millions) 2,210 1,976 1,956

Solvency ratio 1.4 1.3 1.3


26

The financial information set forth above must be read in conjunction with Chapters III, IX, X and XX of Section One of the Prospectus.

* * *

Set forth below is the composition of shareholders’ equity of the UGF Group as of March 31, 2010 and as of December 31, 2009, 2008 and 2007.

COMPOSITION OF SHAREHOLDERS’ EQUITY OF THE UGF GROUP


31/03/2010 31/12/2009 31/12/2008 31/12/2007 % var. 2010/2009

% var. 2009/2008

% var. 2008/2007

Share capital 2,391 2,391 2,391 2,391

Capital reserves 1,420 1,420 1,420 2,235 -36.5%

Accumulated earnings and other reserves 157 929 833 630 -83.1% 11.5% 32.3%

(Own shares) (0) (0) (0) 0 n.r.

Profits or losses on financial assets available for sale

(324) (393) (1,326) (680) -17.6% -70.3% 95.0%

Other profits or losses recorded in the equity direct

(2) 11 21 21 n.r. -49.8% -0.5%

Profit (loss) of the period pertaining to the Group

(7) (772) 93 389 99.1% n.r. -76.2%

Own funds pertaining to the UGF Group 3,636 3,585 3,433 4,988 1.4% 4.4% -31.2%

The table below sets forth the total indebtedness of the UGF Group as of March 31, 2010 and as of December 31, 2009, 2008, 2007.

INDEBTEDNESS OF THE UGF GROUP


31/03/2010 31/12/2009 31/12/2008 31/12/2007 % var. 2010/2009

% var. 2009/2008

% var. 2008/2007

Subordinated liabilities 1,626 1,613 1,278 912 0.8% 26.2% 40.1%

Issued debt securities 2,752 2,708 1,800 2,273 1.6% 50.4% -20.8%

Payables to bank customers 5,020 5,122 4,418 4,664 -2.0% 15.9% -5.3%

Interbanking payables 562 422 694 103 33.2% -39.2% 573.8%

(Interbanking loans and receivables) (359) (371) (275) (1,388) -3.2% 34.9% -80.2%

Net interbanking deposits 203 51 419 (1,285) 298.0% -87.8% n.r.


27

Total financial resources 9,601 9,494 7,915 6,564 1.1% 19.9% 20.6%

As of the date of the Prospectus, there are no significant discrepancies with the data set forth in the tables above.

For further information on the shareholders’ equity and indebtedness of the UGF Group, see Section One, Chapter X of the Prospectus.

F. Characteristics of the Offer

Rights Offer

The maximum value of the Offer amounts to Euro 399,433,400.03 and includes up to 634,236,765 Ordinary Shares and up to 390,660,132 Preference Shares derived from the Capital Increase.

The Ordinary Shares will be offered on a pre-emptive basis to the shareholders holding ordinary Unipol shares at the Offer Price for Ordinary Shares of Euro 0.445 per Ordinary Share at an option ratio of 3 Ordinary Shares for every 7 ordinary Unipol shares held.

The Preference Shares will be offered on a pre-emptive basis to the shareholders holding preference Unipol shares at the Offer Price for Preference Shares of Euro 0.300 per Preference Share at an option ratio of 3 Preference Shares for every 7 preference Unipol shares held.

To each Ordinary Share a 2010 – 2013 Unipol Ordinary Share Warrant will be attached free of charge which will entitle to subscribe for 2 Ordinary Conversion Shares every 13 exercised 2010 – 2013 Unipol Ordinary Share Warrants at a price of Euro 0.720 for every Ordinary Conversion Share, to be exercised at any time during the Exercise Period (from July 1, 2013 until December 16, 2013), in accordance with the procedures (and except for suspensions) provided in the Warrants Regulation of the 2010 – 2013 Unipol Ordinary Share Warrants attached to the Prospectus as Annex.

To each Preference Share a 2010 – 2013 Unipol Preference Share Warrant will be attached free of charge which will entitle to subscribe for 2 Preference Conversion Shares every 13 exercised 2010 – 2013 Unipol Preference Share Warrants at a price of Euro 0.480 for every Preference Conversion Share, to be exercised at any time during the Exercise Period (from July 1, 2013 until December 16, 2013), in accordance with the procedures (and except for suspensions) provided in the Warrants Regulation of the 2010 – 2013 Unipol Preference Share Warrants attached to the Prospectus as Annex.

For further information see Section Two, Chapters IV, V and VI of the Prospectus.

Information relating to the Shares, the Conversion Shares, the 2010 – 2013 Unipol Ordinary Share Warrants and the 2010 – 2013 Unipol Preference Share Warrants

The Shares and the Conversion Shares will be registered, freely transferable, without nominal value, with regular beneficial ownership at the issuance date and issued in dematerialized form in accordance with Articles 83-bis of TUF and will be admitted to the centralized securities management system of Monte Titoli pursuant to applicable law.

The Shares and the Conversion Shares will have the same characteristics and shall grant the same rights as the ordinary Unipol shares and preference Unipol shares outstanding on the date of their issuance.

The ordinary Unipol shares and the preference Unipol shares have been admitted to trading on the MTA.


28

The Shares and the Conversion Shares will be traded in automated manner, in accordance with Article 2.4.1 of the Stock Exchange Rules, on the same market on which the ordinary and preference Unipol shares are traded at the time of their issue.

The Warrants will be in bearer form, freely transferable and shall trade separately from the Shares to which they are attached from the date of issuance. The Warrants will be admitted to the centralized securities management system of Monte Titoli pursuant to applicable law.

Borsa Italiana, with decree no. 6707 of June 14, 2010 has authorised the admission to trading of the Warrants on the Mercato Telematico Azionario.

The first date of trading of the Warrants will be determined by Borsa Italiana with an appropriate notice in accordance with Article 2.4.4 of the Stock Exchange Rules, subject to the prior assessment of the sufficient circulation and availability of the financial instruments to the persons entitled thereto.

For further information see Section Two, Chapters IV, V and VI of the Prospectus.

Main terms of the Offer

The following table summarizes the main terms of the Offer:

Number of Shares offered on a pre-emptive basis Ordinary Preference

no. 634,236,765 no. 390,660,132

Option Ratio no. 3 Ordinary Shares / Preference Shares for every 7 shares of the same category held

Offer Price Ordinary Preference

Euro 0.445 Euro 0.300

Total value of Capital Increase Euro 399,433,400.03

Number of shares of the Issuer outstanding at the date of the Prospectus

Ordinary Preference

1,479,885,786 911,540,314

Number of shares outstanding following subscription in full of the Capital Increase

Ordinary Preference

no. 2,114,122,551 no. 1,302,200,446

Share capital post Offer in case of subscription in full of the Capital Increase

Euro 2,698,895,169.10

Percentage of Shares of total ordinary and preference shares of the Issuer in case of subscription in full of the Capital Increase

30.00%

Number of Warrants to be issued Ordinary Preference

634,236,765 390,660,132

Warrant exercise ratio no. 2 Ordinary / Preference Conversion Share for every no. 13 exercised Warrant of the same category

Warrant exercise price Ordinary Preference

Euro 0.720


29

Euro 0.480

Number of Conversion Shares Ordinary Preference

no. 97,574,886 no. 60,101,558

Total value of the Capital Increase in connection with the Warrants

Euro 99,102,665.76

Share capital in case of subscription in full of the Capital Increase and the Capital Increase in connection with the Warrants

Euro 2,746,198,102.30

Percentage of Conversion Shares of total ordinary and preference shares of the Issuer in case of subscription in full of the Capital Increase and full exercise of the Warrants

4.41%

For further information see Section Two, Chapter V of the Prospectus.

Timetable of the Offer and beneficiaries

The following table summarizes the expected timetable for the Offer:

Beginning of Offer Period and trading of option rights June 21, 2010

End of trading of option rights July 2, 2010

End of Offer Period and final date for subscription of Shares July 9, 2010

Publication of results of Offer at the end of Offer Period No later than 5 business days from the end of the Offer Period

The timetable of the Offer is indicative and may be subject to changes upon the occurrence of events or circumstances beyond the control of the Issuer, including in particular volatility conditions of the financial markets, which could prejudice the success of the Offer. Any changes to the Offer Period will be announced by press release in the same manner as the publication of the Prospectus.

Subscriptions in connection with the Rights Offer may not be subject to any condition and are irrevocable, unless provided otherwise by applicable law.

Option rights which remain unexercised by the end of the Offer Period will be offered by the Company on the Stock Exchange no later than by the month following the end of the Offer Period, for at least five trading days in accordance with Article 2441, paragraph 3, of the Italian Civil Code (the “Auction”). The first and last date of the period of the Auction will be published by specific notice.

The Ordinary Shares and the Preference Shares shall be offered on a pre-emptive basis, at the same conditions, to the ordinary shareholders and the preference shareholders, respectively, without limitation or exclusion of the option rights. In consideration of the nature of the Offer, no distribution or allocation plan for the Shares is required.

The Offer is conducted exclusively in Italy on the basis of the Prospectus.

The Prospectus does not constitute an offer of securities in the United States of America, Canada, Australia, Japan, or in any other foreign country in which the Rights Offer would not be permitted without specific authorisations in compliance with applicable law or an exemption thereof.


30

UGF shareholders who are not resident in Italy may be prohibited from selling their option rights relating to the Shares and/or the exercise of such rights in accordance with the laws that may be applicable to them. As a result, such Shareholders are requested to specifically verify such issue prior to taking any action.

For further information see Section Two, Chapter V of the Prospectus.

Underwriting commitments

Finsoe, the Issuer’s controlling shareholder, has irrevocably undertaken towards the Company to exercise all the option rights to which it is entitled in connection with the Capital Increase and therefore to fully subscribe for the entire quota of the Capital Increase to which it is entitled, amounting to 50.748% of the Ordinary Shares and 0.002% of the Preference Shares.

In addition, on March 25, 2010, Mediobanca entered into a pre-underwriting agreement with the Issuer pursuant to which it undertook to guarantee, subject to certain terms and conditions in line with market practice for this type of transactions, the subscription of the Shares deriving from the Capital Increase and object of this Rights Offer which may remain unsubscribed for at the end of the Auction, except for the Shares to be subscribed for by Finsoe.

The Offer is thus benefitting from a guarantee promoted and managed by Mediobanca acting as sole Global Coordinator and Bookrunner. The possible participation in the underwriting consortium of other institutions will be notified to the market through press release. The pre-underwriting agreement will be terminated upon the signing of the Underwriting Agreement which will be entered into on the date prior to the launch of the Offer and will be in line with best market practices for similar transactions and will include, among others, provisions enabling the underwriters to rescind the agreement or provisions which terminate the validity of the agreement upon the occurrence of certain events relating to the Company and/or the Group and/or the market which can prejudice the success of the Offer or render the launch or continuation of the Offer inadvisable (such as, among others, the occurrence of a so-called “material adverse change”, or a so-called “force majeure” event), or a breach by the Company of the representations and warranties and undertakings set forth in the Underwriting Agreement.

For further information, see Section Two, Chapter V, Paragraph 5.4.3 of the Prospectus.

Dilution effects of the capital increase

Since this is a capital increase with rights to subscribe for shares, there are no dilution effects in terms of the stakes in the share capital held by shareholders of the Company who should decide to participate by fully subscribing for the rights to which they are entitled.

In case of failure to subscribe for the option rights or in case of failure to exercise the assigned Warrants, the shareholders would suffer a dilution of their holdings following the issuance of the Shares and the Conversion Shares.

The maximum percentage of dilution in case of subscription in full of the Capital Increase amounts to approximately 30.00%.

The maximum percentage of dilution in case of subscription in full of the Conversion Shares amounts to approximately 33.09%.

For further information, see Section Two, Chapter IX of the Prospectus.


31

Total net proceeds and estimate of total expenses related to the Offer

The net proceeds deriving from the Capital Increase in the event of subscription in full thereof, net of expenses, are estimated at approximately Euro 387.4 million. The overall amount of expenses, including underwriting fees, is estimated at a maximum of approximately Euro 12.0 million. In the event of exercise in full of the Warrants, net proceeds will increase by approximately Euro 99.1 million.

Reasons for the Offer and use of proceeds

The Capital Increase is aimed at strengthening the capital structure and increasing the financial flexibility of the Issuer and the UGF Group, with a resulting consolidation of the solvency ratios. In addition, the Capital Increase will contribute to guarantee over time the capital adequacy of the Unipol Financial Conglomerate, of which the UGF is part, also taking into account the effects on such capital adequacy of the acquisition of the majority of Gruppo Assicurativo Arca. In order to guarantee the mentioned capital adequacy, it should be noted that Finsoe, the direct controlling entity of the Issuer which is also part of the Unipol Financial Conglomerate, in the context of the resolution adopted by the extraordinary shareholders’ meeting on April 29, 2010, has increased its share capital by approximately Euro 105 million in May and during the first week of June.

In a context of economic instability and volatility of the financial markets resulting from the severe global crisis over the last two years, the development of insurance and banking operations requires an ever higher attention to capital resources and instruments for risk monitoring and control, in line with the guidelines by the Supervisory Authority and the developments expected in connection with the industry regulation (“Solvency II” and “Basel III”).

In this scenario the variable “capital solvency” constitutes a distinctive element as well as an element of increased competitiveness in even more selective markets with respect to the valuation of operators in the insurance, loan, and supplementary pension sectors, and more in general, of the protection and security of persons and companies.

The proceeds from the Capital Increase will be used almost exclusively for investments in debt securities characterised by immediate liquidity and issued mainly by governments of countries of the European Union. The investments will focus on terms between 2 and 3 years and 5 and 10 years.

During the relevant period of the Business Plan, the proceeds from the Capital Increase will contribute to the achievement of the objectives of the Business Plan, including capital solvency and long-term profitability.

The allocation of Warrants attached to the Shares, however, on the one hand aims at facilitating the success of the Capital Increase, and on the other hand, pursues the objective of granting holders of Warrants the possibility to benefit from potential future value gains of the UGF shares, related to the execution of the Business Plan.

For further information, see Section One, Chapter XIII and Section Two, Chapter III, Paragraph 3.4 of the Prospectus.

G. Documents available to the public

The following documents may be consulted at the registered office of the Issuer or Borsa Italiana, as well as on the internet website of the Company www.unipolgf.it:

- Articles of association and Bylaws.

- Corporate Governance Code of the Group.

- Annual Report on Corporate Governance System 2009.


32

- Annual accounts and consolidated financial statements as of December 31, 2007, 2008 and 2009 with the related Auditors’ Report by the Independent Auditors.

- Consolidated interim report on operations relating to the periods ended March 31, 2009 and March 31, 2010, the latter together with the report on the limited accounting review issued by the Independent Auditors with respect to the consolidated condensed interim financial statements at March 31, 2010.

- Informational documents prepared pursuant to Article 84-bis of the Issuers Regulation and relating to the 2007 plan of free allocation of ordinary shares of the Issuer to all employees with an unlimited work contract and the 2008 plan of free allocation of ordinary shares of the Issuer to all employees who on September 1, 2007 were employed by the subsidiary at such time Aurora Assicurazioni S.p.A.

- Prospectus.

For further information, see Section One, Chapter XXIV of the Prospectus.


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34

SECTION ONE


35

CHAPTER I RESPONSIBLE PARTIES

1.1 Parties responsible for the Prospectus

Unipol Gruppo Finanziario S.p.A., Unipol S.p.A. or UGF S.p.A. in short form, with registered office in Bologna, Via Stalingrado n. 45 is responsible for the truthfulness and completeness of the data and information contained in the Prospectus.

1.2 Declaration of responsibility

The Prospectus complies with the document filed with Consob on June 18, 2010 following the notice dated June 15, 2010, protocol no. 10054708 relating to the issue of authorization for the publication.

UGF declares that, having exercised all reasonable diligence for such purpose, the information contained in this Prospectus is, to its knowledge, consistent with the facts and does not contain omissions that would alter the content thereof.


36

CHAPTER II AUDITORS

2.1 Independent auditors of the Issuer

On May 3, 2006, the ordinary Shareholders’ Meeting of the Company resolved to appoint KPMG S.p.A., headquartered in Milan, Via Vittor Pisani n. 25 as Independent Auditors for the financial years 2006-2011 pursuant to Articles 155 and following of the Testo Unico (as subsequently amended and supplemented by Legislative Decree 39/2010) with respect to the audit of the financial statements and consolidated financial statements, the limited review of the interim condensed consolidated financial statements, the verification of proper corporate bookkeeping during the financial year and the accurate recording of management facts in the corporate books.

The Independent Auditors have issued their reports with respect to the 2007, 2008 and 2009 consolidated financial statements on April 7, 2008, April 6, 2009 and April 9, 2010, respectively, as well as with respect to the interim condensed consolidated financial statements included in the interim management report as of March 31, 2010, on May 17, 2010. For the content of such reports by the Independent Auditors, attached as Annexes to the Prospectus, see Section One, Chapter XX, Paragraph 20.4 of the Prospectus.

The review of the pro-forma consolidated data for the financial year ended December 31, 2009 of the UGF Group included in Section One, Chapter XX, Paragraph 20.2 of the Prospectus and approved by the Board of Directors of the Issuer on May 13, 2010, was carried out by KPMG and the relevant report was issued on May 17, 2010. For the content of such report by the Independent Auditors, attached as Annex to the Prospectus, see Section One, Chapter XX, Paragraph 20.2 of the Prospectus.

The Independent Auditors also issued a report relating to the procedures applied to projections and estimates included in Section One, Chapter XIII of the Prospectus, attached as Annex to the Prospectus.

2.2 Information on the relations with the Independent Auditors

During the period to which the information relating to past financial years refers, the Independent Auditors did not resign from the appointment nor were they relieved of their duties.


37

CHAPTER III SELECTED FINANCIAL INFORMATION

This Chapter sets forth the consolidated economic and financial results of the UGF Group relating to the quarters ended March 31, 2010 and 2009 as well as the financial years ended December 31, 2009, 2008 and 2007. This data was derived from:

- the interim condensed consolidated financial statements for the quarter ended March 31, 2010 subject to limited accounting review by the Independent Auditors, who issued their unqualified report on May 17, 2010. This document is included in the interim management report as of March 31, 2010 approved by the Board of Directors of the Issuer on May 13, 2010. It should also be noted that the data relating to the quarter ended March 31, 2009, presented for comparison purposes, has not been audited nor been subject to limited accounting review;

- the consolidated financial statements for the financial years ended December 31, 2009, 2008 and 2007 of the UGF Group, approved by the Board of Directors of the Issuer on March 25, 2010, March 19, 2009 and March 20, 2008, respectively, and audited by the Independent Auditors. The consolidated financial statements as of December 31, 2007 were audited by the Independent Auditors, who issued their unqualified report on April 7, 2008. The consolidated financial statements as of December 31, 2008 and 2009 were audited by the Independent Auditors who issued their reports on April 6, 2009 and April 9, 2010, respectively. For the content of these reports by the Independent Auditors, see Section One, Chapter XX, Paragraph 20.4 of the Prospectus.

The consolidated financial information and related notes set forth in this Chapter must be read in conjunction with the data and information included in the consolidated financial statements of the Issuer relating to the financial years ended December 31, 2009, 2008 and 2007 and the condensed consolidated interim financial statements as of March 31, 2010, which are incorporated herein by reference pursuant to Article 11, paragraph 2, of the Directive 2003/71/CE and Article 28 of Regulation 809/2004/CE. These documents are available to the public, together with the respective Independent Auditors’ reports, at the locations indicated in Section One, Chapter XXIV of the Prospectus.

The financial information set forth below should be read in conjunction with the information set forth in Section One, Chapters IX, X and XX of the Prospectus.

3.1 Selected balance sheet information of the UGF Group

The table below provides a summary of the consolidated balance sheet data relating to the first quarter of 2010 and the financial year 2009.



31/03/2010 31/12/2009 % var. 2010/2009

ASSETS

INTANGIBLE ASSETS 1,913 1,917 -0.2%

TANGIBLE ASSETS 598 596 0.4%

TECHNICAL PROVISIONS – REINSURERS’SHARE 457 457 0.0%

INVESTMENTS 41,026 39,765 3.2%


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31/03/2010 31/12/2009 % var. 2010/2009

SUNDRY RECEIVABLES 1,578 1,803 -12.5%

OTHER ASSETS 945 902 4.8%

CASH AND CASH EQUIVALENTS 206 222 -6.8%

TOTAL ASSETS 46,724 45,661 2.3%


SHAREHOLDERS’ EQUITY 3,888 3,826 1.6%

pertaining to the Group 3,636 3,585 1.4%

pertaining to minority interests 252 241 4.7%

AMOUNTS SET ASIDE 97 101 -4.0%

TECHNICAL PROVISIONS 28,957 28,286 2.4%

FINANCIAL LIABILITIES 12,219 12,198 0.2%

PAYABLES 440 415 6.0%

OTHER LIABILITIES 1,122 833 34.6%

TOTAL SHAREHOLDERS’ EQUITY ANDLIABILITIES 46,724 45,661 2.3%

The table below provides a summary of the consolidated balance sheet data relating to the financial years 2009, 2008 and 2007.



31/12/2009 31/12/2008 31/12/2007 % var. 2009/2008

% var. 2008/2007

ASSETS

INTANGIBLE ASSETS 1,917 1,819 1,812 5.4% 0.4%

TANGIBLE ASSETS 596 572 435 4.1% 31.6%

TECHNICAL PROVISIONS –REINSURERS’ SHARE

457 534 593 -14.3% -10.0%

INVESTMENTS 39,765 35,422 39,040 12.3% -9.3%

SUNDRY RECEIVABLES 1,803 1,663 1,430 8.4% 16.3%

OTHER ASSETS 902 1,147 2,524 -21.4% -54.6%

CASH AND CASH EQUIVALENTS 222 345 364 -35.7% -5.3%

TOTAL ASSETS 45,661 41,501 46,199 10.0% -10.2%


39



31/12/2009 31/12/2008 31/12/2007 % var. 2009/2008

% var. 2008/2007

LIABILITIES AND SHAREHOLDERS’EQUITY

SHAREHOLDERS’ EQUITY 3,826 3,705 5,274 3.3% -29.7%

pertaining to the Group 3,585 3,433 4,988 4.4% -31.2%

pertaining to minority interests 241 273 287 -11.7% -4.9%

AMOUNTS SET ASIDE 101 81 56 25.1% 44.3%

TECHNICAL PROVISIONS 28,286 25,298 26,074 11.8% -3.0%

FINANCIAL LIABILITIES 12,198 10,895 11,810 12.0% -7.8%

PAYABLES 415 412 424 0.9% -2.9%

OTHER LIABILITIES 833 1,110 2,561 -24.9% -56.6%

TOTAL SHAREHOLDERS’ EQUITYAND LIABILITIES

45,661 41,501 46,199 10.0% -10.2%

3.2 Selected income statement data of the UGF Group

With respect to the consolidated income statement data set forth below, it is noted that the new version of the international accounting principle IAS 1 – Presentation of financial statements, came into force on January 1, 2009.

The new version of the principle requires that all variations generated by transactions with shareholders shall be presented in a table showing changes to shareholders’ equity. All transactions with third parties (such as to affect the comprehensive income) shall instead be set forth in a single table of the comprehensive income or in two separate tables (separate table of comprehensive income and table of other comprehensive income - OCI).

The retroactive adoption as of January 1, 2009 of this principle does not have any effect with respect to the evaluation of balance sheet items.

Further, it is noted that in order to increase the comparability of the income statement data of the last three financial years, the Company has restated the values of the other components of the comprehensive income statement relating to the 2007 financial year. This restatement was made for the sole purpose of preparing the Prospectus, and as a result, the opinion of the Independent Auditors with respect to the consolidated financial statements of the UGF Group as of December 31, 2007 does not cover such data, given the absence of specific provisions in the IAS/IFRS principles.


40

The following table provides a summary of the consolidated income statement data for the first quarter of 2010 and 2009.

SUMMARY OF CONSOLIDATED INCOME STATEMENT DATA


31/03/2010 31/03/2009 % var. 2009/2010



Income and charges arising out of financial instruments recorded at fair value through profit or loss 24 8 200.0%

Income arising out of shareholdings in subsidiaries, associates and joint ventures 0 1 n.r.






Charges arising out of shareholdings in subsidiaries, associates and joint ventures 0 0






Taxation 23 31 -25.8%

PROFIT (LOSS) FOR THE PERIOD NET OF TAX 1 41 -97.6%



The following table shows the comprehensive consolidated income statement for the first quarter of 2010 and 2009.

CONSOLIDATED COMPREHENSIVE INCOME STATEMENT – NET AMOUNTS


31/03/2010 31/03/2009 % var. 2009/2010

PROFIT (LOSS) OF THE CONSOLIDATED FINANCIAL YEAR 1 41 -97.6%


Profit or loss on instruments held for hedging a financial flow (12) (0) n.r.

TOTAL OTHER COMPONENTS OF COMPREHENSIVE INCOMESTATEMENT 61 (176) n.r.





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The following summary table sets forth consolidated income statement data relating to the financial years 2009, 2008 and 2007.

SUMMARY OF CONSOLIDATED INCOME STATEMENT DATA


31/12/2009 31/12/2008 31/12/2007 % var. 2009/2008

% var. 2008/2007



Income and charges arising out of financial instrumentsrecorded at fair value through profit or loss 329 (328) (39) n.r. n.r.

Income arising out of shareholdings in subsidiaries,associates and joint ventures 1 27 2 -98.2% n.r.

Income arising out of other financial instruments andinvestments in property 1,368 1,624 1,625 -15.7% -0.1%

Other income 140 124 146 12.9% -15.3%




Charges arising out of shareholdings in subsidiaries,associates and joint ventures 0 1 0 n.r. n.r.

Charges arising out of other financial instruments andinvestments in property 1,250 900 457 38.9% 96.9%


Other costs 221 222 164 -0.5% 35.2%


PROFIT (LOSS) FOR THE PERIOD BEFORETAXATION (973) 134 607 n.r. -77.9%

Taxation (205) 27 186 n.r. -85.5%

PROFIT (LOSS) FOR THE PERIOD NET OF TAX (769) 107 421 n.r. -74.5%

pertaining to the Group (772) 93 389 n.r. -76.2%

pertaining to minority interests 3 15 32 -77.6% -54.1%

The following table sets forth the consolidated comprehensive income statement as of December 31, 2009, 2008 and 2007.

CONSOLIDATED COMPREHENSIVE INCOME STATEMENT – NET AMOUNTS (in millions of Euro)

31/12/2009 31/12/2008 31/12/2007 % var. 2009/2008

% var. 2008/2007



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CONSOLIDATED COMPREHENSIVE INCOME STATEMENT – NET AMOUNTS (in millions of Euro)

31/12/2009 31/12/2008 31/12/2007 % var. 2009/2008

% var. 2008/2007

Variation of reserve for net exchange rate differences


Profit or loss on instruments held for hedging a financial flow (11) (18)



pertaining to the Group 150 (553) (232) n.r. 138.4%

pertaining to minority interests 69 (6) 20 n.r. n.r.

3.3 Selected financial information of the UGF Group

The following table provides cash flow statement data relating to the first quarter of 2010 and 2009. The cash flow statement is prepared pursuant to the indirect method in accordance with ISVAP Regulation n.7 of July 13, 2007.

CASH FLOW STATEMENT (indirect method)


31/03/2010 31/03/2009

Profit (loss) for the year before taxation 24 72

Change in non-monetary items 814 870

Change in receivables and payables generated by operations 250 147

Tax paid 0 0

Net liquid assets generated/absorbed by monetary items pertaining to investment and financial operations

(215) 180

TOTAL NET LIQUID ASSETS ARISING OUT OF OPERATIONS 872 1,269

Net liquid assets generated/absorbed by investments in property 1 14

Net liquid assets generated/absorbed by shareholdings in subsidiaries, associates and joint ventures

0 (0)

Net liquid assets generated/absorbed by corporate financing and receivables (56) (137)

Net liquid assets generated/absorbed by investments held to maturity 21 2

Net liquid assets generated/absorbed by financial assets available for sale (860) (1,268)

Net liquid assets generated/absorbed by tangible and intangible assets (6) 11

Other net cash flows generated/absorbed by investment operations 0 0


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31/03/2010 31/03/2009

TOTAL NET LIQUID ASSETS OUT OF INVESTMENT OPERATIONS (899) (1,379)

Net liquid assets generated/absorbed by equity instruments pertaining to the Group (0) (0)

Net liquid assets generated/absorbed by own shares 0 0

Distribution of dividends pertaining to the Group 0 0

Net liquid assets generated/absorbed by capital and reserves pertaining to minority interests

0 15

Net liquid assets generated/absorbed by subordinate liabilities and participating financial instruments

2 (1)

Net liquid assets generated/absorbed by sundry financial liabilities 9 97

TOTAL NET LIQUID ASSETS ARISING OUT OF CORPORATE FINANCING OPERATIONS

11 111

Effect of exchange rate differences on cash and cash equivalents 0 0

CASH AND CASH EQUIVALENTS AS AT BEGINNING OF FINANCIAL YEAR 221 344

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (15) 1

CASH AND CASH EQUIVALENTS AS AT THE END OF THE FINANCIAL YEAR206 345

The following table shows cash flow statement data relating to the financial years 2009, 2008 and 2007. The cash flow statement is prepared pursuant to the indirect method in accordance with ISVAP Regulation no.7 of July 13, 2007.



31/12/2009 31/12/2008 31/12/2007

Profit (loss) for the year before taxation (973) 134 607

Change in non-monetary items 3,552 233 2,387

Change in provision for Non-Life unearned premiums (34) (1) 81

Change in provision for outstanding claims and in other Non-Life technical provisions 230 (58) 97

Change in mathematical provisions and in other Life technical provisions 2,869 (658) 1,919

Change in deferred acquisition costs 15 20 9

Change in amounts set aside 20 25 10

Non-monetary income and charges arising out of financial instruments, investments in property and shareholdings 791 926 407


44



31/12/2009 31/12/2008 31/12/2007

Other changes (339) (21) (136)

Change in receivables and payables generated by operations (137) (245) (349)

Change in receivables and payables arising out of direct insurance and reinsurance operations 18 (41) (145)

Change in other receivables and payables (156) (204) (205)

Tax paid (39) (110) (170)

Net liquid assets generated/absorbed by monetary items pertaining to investment and financial operations (1,195) (147) (2,414)

Liabilities arising out of financial contracts issued by insurance companies (588) (827) (191)

Payables to banking customers and interbanking payables (716) (300) 1.143

Loans and receivables from banking customers and interbanking loans and receivables (974) (157) (1.250)

Other financial instruments recorded at fair value through profit or loss 1.084 1.136 (2.115)

TOTAL NET LIQUID ASSETS ARISING OUT OF OPERATIONS 1,208 (134) 61

Net liquid assets generated/absorbed by investments in property 25 (1) (18)

Net liquid assets generated/absorbed by shareholdings in subsidiaries, associates and joint ventures (5) (11) 1

Net liquid assets generated/absorbed by corporate financing and receivables (474) 137 4

Net liquid assets generated/absorbed by investments held to maturity 7 (65) 209

Net liquid assets generated/absorbed by financial assets available for sale (3,013) 583 (650)

Net liquid assets generated/absorbed by tangible and intangible assets (149) (80) (356)

Other net cash flows generated/absorbed by investment operations 1 37 (37)

TOTAL NET LIQUID ASSETS ARISING OUT OF INVESTMENT OPERATIONS (3,607) 601 (847)

Net liquid assets generated/absorbed by equity instruments pertaining to the Group (0) (850) (8)

Net liquid assets generated/absorbed by own shares 0 0 0

Distribution of dividends pertaining to the Group 0 (184) (288)

Net liquid assets generated/absorbed by capital and reserves pertaining to minority interests (101) 24 (123)

Net liquid assets generated/absorbed by subordinate liabilities and participating financial instruments 335 366 124

Net liquid assets generated/absorbed by sundry financial liabilities 2,043 157 32

TOTAL NET LIQUID ASSETS ARISING OUT OF CORPORATE FINANCING OPERATIONS 2,276 (488) (263)


45



31/12/2009 31/12/2008 31/12/2007

Effect of exchange rate differences on cash and cash equivalents

CASH AND CASH EQUIVALENTS AS AT BEGINNING OF FINANCIAL YEAR 345 364 1,414

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (123) (20) (1,049)

CASH AND CASH EQUIVALENTS AS AT THE END OF THE FINANCIAL YEAR 222 345 364

3.4 Selected data relating to earnings per share of the UGF Group

The flowing table shows earnings per share relating to the financial years ended December 31, 2009, 2008 and 2007.

PROFIT/(LOSS) PER SHARE

Ordinary shares 31/12/2009 31/12/2008 31/12/2007

Profit/(loss) allocated to ordinary shares (Euro millions) (477.7) 54.4 237.9

Weighted average of ordinary shares outstanding during the year (number shares/million) 1,479.8 1,479.8 1,466.9

Profit/(loss) per ordinary share (Euro per share) (0.32)(*) 0.04 0.16

(*) Value rounded down

Preference shares 31/12/2009 31/12/2008 31/12/2007

Profit/(loss) allocated to preference shares (Euro millions) (294.2) 38.2 151.3

Weighted average of preference shares outstanding during the year (number shares/million) 911.5 911.5 903.6

Profit/(loss) per preference share (Euro per share) (0.32) 0.04 0.17


46

3.5 Information on the solvency ratio of the UGF Group

The following table shows the solvency ratio of the UGF Group relating to the financial years ended December 31, 2009, 2008 and 2007, determined in accordance with regulatory provisions in force from time to time.

SOLVENCY RATIO OF THE UGF GROUP

(method based on the consolidated financial statements)

Description 31/12/2009 31/12/2008 31/12/2007

Elements of ratio (Euro millions) 3,037 2,554 2,626

Required solvency ratio (Euro millions) 2,210 1,976 1,956

Solvency ratio 1.4 1.3 1.3

The reduction of value (impairment) of equity securities classified as “Financial assets available for sale” recorded in the consolidated financial statements of the UGF Group for the financial year 2009 has not had any effect on the solvency ratio of the Group.

For further information, see Section One, Chapter IX, Paragraph 9.3.2 of the Prospectus.

Prospectus Unipol Gruppo Finanziario S.p.A. RISK FACTORS

47

CHAPTER IV RISK FACTORS

The rights offering and the listing described in the Prospectus present the typical risk elements of an investment in listed financial instruments.

In order to properly assess the investment, investors are invited to evaluate specific risk factors relating to the Issuer and the UGF Group, the business sectors in which the UGF Group operates and the financial instruments offered, which should be taken into consideration prior to making any decision to participate in the offer.

The risk factors described in this “Risk Factors” chapter should be read in conjunction with the information contained in the Prospectus.

References to Sections, Chapters and Paragraphs refer to the Sections, Chapters and Paragraphs of the Prospectus.

A. RISK FACTORS RELATING TO THE ISSUER AND THE GROUP IT CONTROLS

A.1 Risks related to the economic performance of the UGF Group

This risk factor shows the risks connected with the investment in the share capital of the Company in consideration of the Group’s economic performance in the past financial years, as well as in consideration of current market conditions.

With respect to the consolidated financial statements, in the financial year ended December 31, 2009 the Group recorded a loss of Euro 769 million, compared to a net profit of Euro 107 million in the financial year ended December 31, 2008, a decrease compared to the net profit achieved in the financial year ended December 31, 2007 in the amount of Euro 421 million.

The consolidated income recorded in the financial year 2009 was significantly affected by the following:

• reduction of the value of shares classified under “Financial assets available for sale” in the amount of Euro 798 million gross of tax effects (this depreciation was transferred from “Provision for financial assets available for sale” to the Income Statement, without affecting shareholders’ equity in 2009);

• write-downs related to the senior bonds of Lehman Brothers due to the reduction of the presumable recovery rate to 25% of the nominal value from the previous 50% in the 2008 financial statements, for Euro 101 million gross of tax effects.

The reduction of value of securities classified under “Financial assets available for sale” is mainly due to the adjustment of the impairment policy adopted by the Group in compliance with the provisions of the joint document published on March 3, 2010 by the Bank of Italy, Consob and ISVAP. In particular, with regard to the valuation of equity securities, the mentioned joint document, with respect to the wording of paragraph 61 of the IAS 39 principle and on the basis of the “IFRIC Update” published also by the IFRIC (International Financial Reporting Interpretations Committee) in July 2009, intended to draw the attention of the directors to the fact that, once the quantitative thresholds for “significance” and “duration” of depreciation in fair value have been established, exceeding at least one such thresholds constitutes an objective evidence of reduction of the value of the securities, so that it is not possible to subject their value to further qualitative verifications, such as, for example, analytical valuation techniques.

In compliance with the methodological criteria described above, the Group adapted its existing impairment policy by eliminating the qualitative valuations and objectively and severally applied the quantitative thresholds of “significance” (reduction in value greater than 20% of the initial book value) and “duration” (reduction in value prolonged for over 36 months).


48

The impairment policy adopted by the Group complies with the IAS/IFRS international accounting principles and is also in line with the guidelines included in the above mentioned joint document issued by Consob, ISVAP and the Bank of Italy.

The Independent Auditors’ report on the UGF Group’s consolidated financial statements as of December 31, 2009 highlighted that the income statement for the financial year 2009 included an overestimated loss, the amount of which could not be determined by the Independent Auditors, but having no impact on shareholders’ equity, following the adjustment of the impairment policy and the related “effect of the highlight, now outdated, expressed in the Independent Auditors’ report on the consolidated financial statements at December 31, 2008”. The Independent Auditors highlighted that, in their view, the impairment policy for the financial year 2008 overestimated the results for the financial year 2008 by an amount that could not be determined by the Independent Auditors. For additional information on the content of the Independent Auditors’ reports on the UGF Group’s consolidated financial statements for the financial years ended December 31, 2008 and December 31, 2009, see Section One, Chapter XX, Paragraph 20.4 of the Prospectus.

In particular, with respect to the situation in the international financial markets, the recent developments regarding the sovereign debt of countries including Greece, Portugal, Spain and Ireland are to be noted, which are characterised by a rapid deterioration of their respective budget deficits and public debt. In relation thereto, with respect to the exposure to securities issued by entities residing in Greece, a member state of the European Monetary Union characterised by a significant deterioration of public accounts, the exposure of the UGF Group is almost exclusively concentrated in debt securities with an aggregate market value as of March 31, 2010 of approximately Euro 416 million, of which approximately Euro 402 million are issued by the Greek Treasury and approximately Euro 14 million are issued by companies resident on the Greek territory. In addition, the Group holds a stake of a Greek insurance company amounting to 16.89% of the share capital, with a book value as of March 31, 2010 of approximately Euro 2 million.

With respect to the economic trend of the performance of the Italian economy, the worsening of the economic results is further due to the situation in the international financial markets in the past years and the cyclical performance of the Italian economy, the market in which the business of the UGF Group is concentrated. In particular, the insurance sector in the Non-Life segment was significantly affected by the worsened technical profitability mainly due to high competition in the sector, the increase of the average cost of claims (also as a result of the recent jurisprudential precedents with respect to severe or lethal injuries to individuals) and the claims’ frequency (increase of fraudulent conduct by policyholders).

The table below sets forth the trend in the combined ratio of the UGF Group in the first quarter of 2010, compared with the same period in 2009 and for the years 2009, 2008 and 2007, compared with the same figures, if available, relating to the Italian insurance market. 31/03/2010 31/03/2009 31/12/2009 31/12/2008 31/12/2007

Non Life combined ratio – direct business

UGF Group 105.0% 99.6% 108.0% 98.6% 94.5%

Italian insurance market (*) n.a. n.a. n.a. 98.7% 94.7%

(*) ANIA Source – Infobila 2009

The Group’s combined ratio in 2007 and 2008 was substantially in line with that of the entire Italian insurance market; with regard to 2009, although the definitive full data is not available yet, on the basis of the information disclosed to the public by the main competitors, the combined ratio of the entire Italian insurance market is expected to worsen by several percentage points (it is expected to exceed 100%).


49

The negative performance of the Non-Life business line in the relevant period is due to structural factors, which affected particularly the figures relating to the Motor business line, and to the economic condition3.

The following, among others, are the structural factors that have negatively affected the performance of the Motor business line at a market and UGF Group level:

(i) the negative effects of the new rules relating to the bonus/malus introduced in 2007, which contributed to the reduction in the average insurance premium, which already had started as a result of the increased competition on prices;

(ii) the abnormal and increasing incidence of damages to individuals; (iii) the significant increase in the cost of accidents with respect to severe or lethal injuries to

individuals, as a result of the recent independent Court rulings, in the absence of an applicable legal framework.

The following, among others, are the factors relating to the economic condition that, during the last years, have negatively affected the market and the UGF Group: (i) the effects of the negative economic condition entailing a lower demand for insurances

and an increase in frauds;

(ii) an increase in the accidents caused by natural disasters (e.g., the earthquake in the Abruzzo region) and weather conditions (floods and tornados), confirming the fear for changes in the climate.

For further information see Section One, Chapter IX of the Prospectus.

A.2 Risks related to the failure to implement the 2010-2012 Business Plan

On May 13, 2010, the Board of Directors of UGF approved the Business Plan, which includes the strategic guidelines and the economic and financial goals of the Group. The Business Plan also includes projections on certain specific indicators of the sectors in which the Group operates (insurance and banking), as well as the expected net profit of the Group at the end of the period covered by the Business Plan.

The scope of consolidation of the Business Plan also includes the projections regarding the development of Gruppo Assicurativo Arca, of which the Issuer will acquire control as soon as the relevant authorisations by the competent Supervisory Authorities have been obtained.

In addition, the Business Plan reflects the effects of the following main extraordinary transactions:

- the deconsolidation of BNL Vita within the period covered by the Business Plan;

- the Capital Increase described in this Prospectus, aimed at strengthening the capital structure and increasing the financial flexibility of the Issuer and the UGF Group, as indicated in Section Two, Chapter III, Paragraph 3.4.

With regard to the existing bancassurance partnership between UGF and BNP Paribas on the basis of which the BNL Vita insurance products are distributed through the sales network of Banca Nazionale del Lavoro, given that the different strategic visions on the future evolution of the partnership and the growth of the BNP Paribas group in the Italian bancassurance sector made the renewal of the distribution agreement beyond its term December 31, 2011, highly unlikely, on 3 Source: ANIA – document dated February 9, 2010 “Audition on the problems in the insurance sector, with regard, in particular, to the southern areas” – VI Finance Commission of the Italian Chamber of Deputies.


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December 22, 2009 UGF and BNP Paribas integrated the agreements regulating the partnership among the two groups, entering into an option agreement according to which:

- BNP Paribas has a call option on UGF’s shareholding in BNL Vita, equal to 51% of the share capital at a price of Euro 280.5 million, exercisable between July 1 (included) and July 15 (included), 2011;

- UGF has a put option on the above mentioned shareholding at a price of Euro 270.3 million, exercisable between July 16 (included) and July 29 (included), 2011.

The above amounts, which would allow UGF to obtain a considerable return on the investment in BNL Vita, have been determined, with regard to the Issuer, on the basis of internal valuations, including forecasts, by the competent departments, without the support of financial advisors and/or fairness opinions by third parties. If the options are exercised, the transfer of the shareholding will remain subject to the BNP Paribas group obtaining all the required legal authorisations and may be executed starting from December 15, 2011.

The preparation of the Business Plan is based, among others, on:

- general and hypothetical assumptions relating to future events and actions by the management which will not necessarily occur and depend to a significant extent on external variables not under management’s control or situations for which there is no significant historical experience on which future projections could be based;

- discretional assumptions relating to future events which management expects to occur and actions that management intends to initiate in connection with the preparation of the Business Plan.

In particular, the main general and hypothetical assumptions on which the Business Plan is based may be summarised as follows:

(i) With respect to the macroeconomic, financial and regulatory scenario:

- weak economic recovery, led by investments and exports with reduced, albeit increasing, contribution by household spending;

- projected increase of reference interest rates from the last part of the financial year 2010, with positive consequences on the gap between interest rates receivable and payable for financial operators;

- pursued capital rebalancing of assets and liabilities on the balance sheets of operators belonging to the banking system in 2010 and resumption of loan growth in the following two-year period;

- Non-Life insurance division characterized by tariff adjustments and a moderate growth profile;

- moderate growth of premium income in the Life insurance divisions, with a recovery of index- and unit-linked products;

- current legal framework substantially unchanged.

(ii) With regard to the insurance and banking division and investment management the following is a summary of the main results expected by the Issuer which also depend by the management’s discretional assumptions, set forth in Section One, Chapter XIII, Paragraph 13.1.5 of the Prospectus:

- with respect to the Non-Life insurance division: improvement of the Combined Ratio of the Group over the period of the Business Plan, which is estimated to decrease from approximately 108.0% in 2009 to 97.5% in 2012;


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- with respect to the Life insurance division: value of new business at 2012 of approximately Euro 85 million, against approximately Euro 340 million of APE (values shown net of the quota pertaining to third parties);

- with respect to the banking division: a recovery of the profitability which will enable Gruppo Bancario UGF Banca to record a net consolidated profit in the last year of the Business Plan, estimated at approximately Euro 50 million;

- with regard to investment management: the results of the investment portfolio of the insurance division in the last year of the period covered by the Business Plan are approximately 4.3%.

In consideration of the profiles of subjectivity, hypothesis and discretion underlying the assumptions of the Business Plan, if one or more of the underlying assumptions does not occur or occurs only in part, the established objectives may not be achieved, with the consequence that the Group results could differ negatively, including to a significant extent, from the forecasts of the Business Plan, with resulting adverse effects on the results of operations and/or financial condition of the Group.

The projections included in the Business Plan are based on future events, subject to uncertain events, including outside of the control of the UGF Group’s management; due to the uncertainty regarding the occurrence of any future event, the divergence between final values and estimated values could be significant. Due to the uncertainty characterising estimated data, investors are invited not to rely exclusively on such data when making their investment decision. It should also be noted that the report by the Independent Auditors with respect to the projections included in the Business Plan is attached to this Prospectus as Annex.

For further information see Section One, Chapters XIII and XXII of the Prospectus.

A.3 Risks related to the acquisition of Gruppo Assicurativo Arca

On December 24, 2009, following the completion of a competitive procedure aimed at identifying one or more insurance partners for Gruppo Assicurativo Arca, UGF entered into an agreement with Banca popolare dell’Emilia Romagna, several companies controlled by it and Banca Popolare di Sondrio, subsequently integrated by deed of amendment of February 3, 2010, regarding the acquisition by UGF directly of 60% of the share capital of Arca Vita for a consideration of Euro 274 million, and indirectly through Arca Vita, of an additional 28.95% of the share capital of Arca Assicurazioni, of which Arca Vita already holds 64.08%, for a consideration of Euro 43.42 million. The consideration for the acquisition of Gruppo Assicurativo Arca, to be paid at the closing date, could be reduced or increased on the same date upon the occurrence of certain circumstances (such as, for example, distributions of reserves or dividends by Arca Vita or Arca Assicurazioni or changes to the shareholders’ equity of Arca Vita and Arca Assicurazioni between June 30, 2009 and December 31, 2009) and could be subject to a further upward or downward adjustment, to be paid over time, subject to the fulfilment of certain agreed targets linked to the performance of Arca Vita and Arca Assicurazioni between 2010 and 2019. In particular, the targets on which such adjustments are based are: (i) the new business premiums of Arca Vita and (ii) the technical margin net of the commissions for Arca Assicurazioni. The consideration will be paid by UGF with own funds, using in particular the liquidity available in its bank account deposits at UGF Banca, which will reduce, as a result, its interbank deposits. For additional information on the consideration adjustments, see Section One, Chapter XXII, paragraph 22.2.

A.3.1 Risks related to the execution of the acquisition

The execution of the acquisition is subordinated to the fulfilment of the following conditions precedent, which must be fulfilled within 180 days of the signing of the agreement (which took place on December 24, 2009), save for the right to grant an extension of an additional period of


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three months upon request by one of the parties: (i) the receipt of the necessary authorisations issued by the Antitrust Authority (Autorità Garante della Concorrenza e del Mercato) and (ii) the receipt of the authorisations for the transaction by ISVAP and IFSRA.

The Antitrust Authority has communicated on March 30, 2010 that no investigation with respect to the transaction will be commenced. With decrees issued on May 28, 2010 and June 4, 2010, ISVAP authorised the acquisition, while on May 31, 2010 IFSRA notified that it had no objections to the acquisition by UGF of the indirect control over Arca Vita International Limited.

As of the date of the Prospectus, the Issuer expects that the closing of the acquisition transaction could take place by June 30, 2010. However, since, as mentioned above, the transaction also involves entities other than the Issuer, and is based, among others, on the occurrence of events not under the Issuer’s control and thus presents the typical risks related to the execution of a contract, the failure to execute the acquisition could adversely affect the results of operations and/or financial condition of the UGF Group, also in light of the assumptions included in the Business Plan.

The agreement includes representations and warranties regarding the title to the shares and lack of encumbrances and pledges thereon, as well as additional standard representations and warranties regarding Gruppo Assicurativo Arca for similar transactions (except for those regarding the current and projected results of operations and/or financial condition or the accuracy and adequacy of technical provisions or the achievement of the results set forth in the Business Plan). The indemnification obligations, assumed severally by the sellers, are subject to the limitations generally applied in similar transactions.

With respect to the above, it cannot be excluded that, following the execution of the acquisition of Gruppo Assicurativo Arca, the value of the acquired shareholdings may suffer depreciations due to one or more not foreseeable factors at the time of the acquisition or not covered by the agreed guarantees in the purchase agreement, such as to influence the results of operations and/or financial condition of the UGF Group.

A.3.2 Risks related to the integration of Gruppo Assicurativo Arca

Following the execution of the acquisition of Gruppo Assicurativo Arca, it will present the typical risks of operational integration transactions and thus the criticality related to the coordination of the structures, the integration of the information technology systems, and the structures and services of UGF with those of Gruppo Assicurativo Arca. Thus, the integration process between the UGF Group and Gruppo Assicurativo Arca could not be completed, be completed in different timeframes and in different manners than those originally planned, and could require unforeseen expenses by UGF.

The failure to achieve the expected synergies as well as the possible divergence of future results of Gruppo Assicurativo Arca from expected results could in the future have adverse effects on the results of operations and/or financial condition of the UGF Group.

A.3.3 Risks related to the accounting process of allocation

Once finalized, the acquisition of Gruppo Assicurativo Arca, as shown in the description set forth in Section One, Chapter XX, Paragraph 20.2 of the Prospectus (“Pro-forma financial information”), will constitute a “business combination”. This transaction, in accordance with the relevant international accounting principles (and, in particular, IFRS 3) must be accounted for using the purchase method. The accounting method indicated by IFRS 3 provides that, at the effective date of the acquisition, the cost of the business combination is determined and allocated subsequently to the assets, liabilities and potential liabilities of the acquired business which are identifiable at the effective date of the acquisition and valued based on respective fair value. In particular, in the case of a business combination agreement providing for a potential consideration,


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the acquirer must record the fair value at the date of the receipt of the potential consideration as part of the consideration transferred in exchange for the acquisition. Any subsequent corrections to the estimated fair value of such potential consideration with respect to the acquisition date shall be reflected in the income statement of the period or in the tables of the other components of the comprehensive income statement. The Company notes with respect thereto that, as provided by IFRS 3, UGF has twelve months at its disposal from the effective date of the combination to definitively communicate the final allocation choices made. In addition, the Issuer notes that once the allocation process is completed, UGF will render the allocation choices definitive and will need to retroactively adjust the temporary amounts recorded up to such time.

For further information see Section One, Chapter XX, Paragraph 20.2 and Chapter XXII, Paragraph 22.2 of the Prospectus.

A.4 Risks related to specific provisions of certain financing contracts of the UGF Group Companies

At the date of the Prospectus, the UGF Group Companies are parties to, among others, certain long-term financing contracts which include, as applicable, negative pledge encumbrances, provisions relating to events of defaults, cross default provisions as well as pari passu provisions.

In particular, with respect to the Euro 2,000 million Euro Medium Term Notes programme of approved by the Board of Directors of UGF on November 12, 2009, the main conditions include:

- Negative pledge clause, pursuant to which the Issuer may not, from the issue date of the programme, create any mortgages, pledges or other security interest upon all or part of its assets to secure any listed bond or expected to be listed, except as required by law, unless the notes issued under the programme are secured equally and rateably to the notes issued under the programme, or, alternatively, that such security interests are approved by the meeting of noteholders holding notes issued under the programme;

- Pari passu clause, pursuant to which the notes issued under the programme constitute direct, unconditional and unsecured obligations of the Issuer, and rank pari passu among themselves, at least at the same level of seniority than the other existing or future bonds of the Issuer;

- Cross default clause, pursuant to which, upon an event of default (including, for example, insolvency, payment default with respect to capital or interest, liquidation of the Issuer) under any financial indebtedness (exceeding a predetermined amount) issued by the Issuer or the material subsidiaries (defined as consolidated companies with gross revenues or total assets representing not less than 10% of gross consolidated revenues or total consolidated assets), such event of default shall also extend to the notes issued under the programme which, consequently, will become immediately due and payable;

- Early redemption clause in case of corporate reorganization resulting in a downgrading of the Issuer below certain agreed rating thresholds within a pre-established time period.

With respect to the two subordinated bonds of UGF Assicurazioni for an aggregate nominal value of Euro 300 million each, called “UGF 7% Fixed/Floating subordinated callable notes due 2021” and “UGF 5.66% Fixed/Floating subordinated callable notes due 2023”, they include an event of default pursuant to which, upon the occurrence of certain specific events (such as insolvency proceedings or the liquidation of the issuer), these loans shall become immediately due and payable.

With respect to the subordinated loan for Euro 400 million granted by Mediobanca to UGF Assicurazioni in May 2008, the conditions included therein can be summarized as follows:

- should UGF Assicurazioni be subject to a voluntary or compulsory winding-up procedure in accordance with, as the case may be, (i) a shareholders’ meeting resolution of UGF


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Assicurazioni, (ii) any provision in the bylaws of UGF Assicurazioni, or (iii) any applicable law provision or order of any judicial or administrative Authority, the loan will be subject to an early reimbursement;

- it provides for undertakings not to grant any loans to third parties, pay advances, grant credit or issue guarantees to any person, except for (i) those deriving from the cash pooling systems of the Group; (ii) guarantees existing at the time in which the loan agreement is entered into and (iii) loans, advances, credits and guarantees granted in the ordinary business of the company, the value of which does not exceed an agreed amount;

If the cash flows generated by the Group are not sufficient to meet the obligations related to its own financial indebtedness, or if the undertakings and obligations set forth in the financing agreements are not fulfilled, including negative pledge encumbrances, provisions relating to events of default, the cross default clauses as well as the pari passu clauses, the financing entities will be entitled to use the remedies provided for in the respective financing contracts, including the demand for early redemption of the granted financing. Consequently, the exercise of such rights by the financing party could have adverse effects on the results of operations and/or financial condition of the Group.

For further information see Section One, Chapters X and XIX and Section Two, Chapter III, Paragraph 3.2 of the Prospectus.

A.5 Risks related to the nature of holding company of the Issuer

Given the Company’s nature of holding of shareholdings and services, the prevailing insurance operations and the banking and finance operations of the Group are conducted through subsidiaries. As a consequence, the Issuer’s main sources of funds are own funds, issuance of debt instruments or bank debt.

The Issuer expects that dividends received from subsidiaries and associates, which constitute one of its main sources of revenue, and the other available sources of funding will continue to cover expenses and operational costs, including interest payments on outstanding financing arrangements.

It should be noted that the creditors of the subsidiaries will be entitled to legal recourse over the assets of the subsidiaries before any of the assets may be distributed to shareholders upon liquidation or bankruptcy. As a result, in these cases, the Issuer’s obligations will be effectively subordinated to the prior payment of such creditors.

Any negative results of the subsidiaries and associates or the failure to distribute dividends for a prolonged period could adversely affect the results of operations and financial condition of UGF.

For further information see Section One, Chapter VII of the Prospectus.

A.6 Risks related to the concentration of business

The banking and insurance activities of the UGF Group companies are concentrated almost exclusively in Italy. As a result, the business cycle of the Italian economy can significantly influence the profitability profile of the banking activity and the insurance activity conducted in the Non-Life business, which are particularly exposed to the trend in the business cycle.

The Non-Life business (44.8% of direct Non-Life insurance premiums in 2009), and in particular the Motor business line (59.2% of direct insurance premiums in 2009), constitutes one of the main sources of profitability for the Issuer. A negative development of average premiums, of the average cost of claims and/or claims frequency may adversely affect the profitability profile of the Issuer, and as a consequence, the results of operations and/or financial condition of the UGF Group.


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For further information see Section One, Chapter VI of the Prospectus.

A.7 Risks related to the loss of value of goodwill (impairment test)

The UGF Group recorded in its financial statements the goodwill relating to acquired assets, i.e. the excess of the acquisition cost over accounting shareholders’ equity, recorded at fair value. In accordance with applicable accounting principles, initially the acquired goodwill is accounted for at cost, and thereafter at cost net of any value losses (impairment). Thus, the Group values the goodwill in relation to the value loss on a yearly basis, or more frequently if events or certain circumstances indicate a possible loss of value.

The consolidated financial statements of UGF as of December 31, 2009 show goodwill recorded for a total of approximately Euro 1,853 million, which constitutes 48% of the comprehensive shareholders’ equity of the UGF Group, amounting to Euro 3,826 million at December 31, 2009.

It should be pointed out that the criteria and the information used for the verification of the recoverability of goodwill, including interest rates which directly affect the profitability of the entities subject to impairment, are significantly influenced by the macroeconomic and market situation, which could be subject to rapid changes in the future which are not foreseeable today, as seen in recent financial years.

For further information see Section One, Chapters V and Chapter IX of the Prospectus.

A.8 Risks related to ongoing judicial proceedings and interventions by the supervisory authorities

As of the date of the Prospectus, the Issuer and the other Group companies are subject to pending judicial proceedings ascribable to a variety of issues and regarding mainly litigation arising in connection with insurance claims and requests for damages and/or restitutions inherent to the banking and financial business, which could result in the obligations of the above-mentioned companies to pay damages and/or fines.

In light of these proceedings, the companies involved adopt policies for reserves and provisions to dedicated funds to cover risks and charges which, based on a reasonable evaluation of the risk, could derive from these pending lawsuits. The reserves are made in an amount deemed adequate based on the circumstances when the potential loss can be reliably estimated and such loss is deemed likely. No provisions are made where the outcome of the proceedings cannot be predicted or the potential loss reliably estimated - including criminal and administrative proceedings and proceedings in which the claimant or plaintiff have not specifically quantified their damage claims.

To protect against potential liabilities from pending or threatened proceedings (other than labour and tax law proceedings, proceedings relating to insurance claims and debt collection proceedings), the UGF Group recorded provisions for a total of approximately Euro 92.1 million as of December 31, 2009, of which approximately Euro 72.7 million for the insurance division (Euro 70.8 million for the Non-Life segment and Euro 1.9 million for the Life segment) and approximately Euro 19.4 million for the banking division.

These provisions represent a careful estimate of the economic risks of the individual proceedings in accordance with applicable accounting principles; however, it cannot be excluded that these provisions may in the future be insufficient to fully cover the obligations and claims for damages and/or restitution related to pending or threatened proceedings. In addition, with respect to the proceedings for which no provisions have been made, the Group may in the future be subject to liabilities related to the negative outcome of such proceedings.

Consequently, it cannot be excluded that a negative outcome of pending proceedings may have adverse effects on the reputation and/or results of operations and/or financial condition of the UGF Group.


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As a result of the high degree of regulation that characterises the sectors of activities in which it operates, the UGF Group is subject to supervisory activities by the competent authorities and regular proceedings, investigations, verifications and inspections. In certain cases, such activities are followed up by proceedings for the objections to alleged irregularities, ongoing at the date of the Prospectus or which have been concluded with the infliction of administrative monetary fines to be paid by the companies’ representatives. Thus, it cannot be excluded that the outcome of such proceedings, investigations, verifications and inspections may have adverse effects on the reputation, business, results of operations and/or financial condition of the UGF Group. In particular, it is to be noted that upon completion of the inspections carried out by the Bank of Italy at UGF Banca during 2008 with respect to the Bank’s operations in the 2005-2008 period, pecuniary administrative sanctions have been inflicted to company representatives, including the Chairman, the Chief Executive Officer and the Directors of the Issuer, Messrs Gilberto Coffari, Piero Collina, Claudio Levorato, Marco Pedroni, Giuseppe Politi and Marco Giuseppe Venturi and to the Chairman of the Board of Statutory Auditors of the Issuer for irregularities due to deficiencies in the organization and in the internal audit system in specific business divisions and unreported issues. The Company has paid such sanctions. In the context of the regulatory inspections mentioned above, the Bank of Italy also has imposed on Gruppo Bancario UGF Banca the prohibition to carry out new financial derivative transactions, excluding transactions carried out for its own account for hedging purposes, as well as the prohibition to take further initiatives with respect to the geographical expansion of its network, including the acquisition of business. Such restrictions will remain valid until a subsequent provision stating otherwise is issued by the Bank of Italy.

It should also be noted that as of the date of the Prospectus, an administrative proceeding for the infliction of fines involving the subsidiary UGF Merchant is being conducted, regarding the alleged breach of different risk management provisions, the administrative and accounting organization, corporate governance, the internal audit system and operational and credit risk management and control. In this respect, the Authority has highlighted a high concentration of loans in the building/real estate sector. In response to the observations by the Authority, UGF Merchant, which is the party responsible under civil law pursuant to Article 145 of the Testo Unico Bancario, formulated its own counter-deductions and observations with respect to the findings of the Authority and also provided information on the measures taken with respect to such alleged violations. The proceedings are ongoing at the date of the Prospectus.

By decree dated May 6, 2010, notified on May 12, 2010, the Antitrust Authority ordered the commencement of a preliminary investigation pursuant to Article 14 of Law 287/90 with respect to Navale Assicurazioni to ascertain the existence of any breaches of Article 2 of Law 287/90 and/or of Article 101 of the TFUE. As of the date of the Prospectus, it is not possible to estimate the amount of potential sanctions and the evaluation thereof can only be carried out once the documentation obtained from the other companies involved in the proceeding is available and has been adequately reviewed.

It should also be noted that, by resolution dated May 6, 2010, the Antitrust Authority started a fact-finding investigation pursuant to Article 12, Paragraph 2, of Law 287/90 on the direct indemnification procedure and the competitive structures of the Motor Third Party Liability. Such fact-finding investigation aims at assessing the trend in prices and costs in this sector, as well as the potential competition-related implications of the regulation implementing the direct indemnification procedure and its actual implementing measures, in order to identify potential critical areas and envisage suitable actions to remove any impediment to the expected effects favouring competition.

Finally, it is noted that as of the date of the Prospectus, the Group is a party to two pending tax audits relating to direct taxes, VAT and IRAP. With respect to such ongoing proceedings as of the date of the Prospectus it is not possible to estimate the extent of fines, if any, and as a result, it cannot be excluded that the outcome of such assessments may have adverse repercussions on the results of operations and/or financial condition of the UGF Group.


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For further information on legal and arbitration proceedings, on related proceedings and interventions by the supervisory authorities and on tax proceedings, see Section One, Chapter XX, Paragraphs 20.8, 20.9 and 20.10 of the Prospectus.

A.9 Issuance of index-linked policies with underlying financial instruments issued by companies of the Lehman Brothers Inc. group and Icelandic banks

The index-linked products placed by UGF Assicurazioni, a subsidiary of the Issuer, in which the financial risk is entirely borne by the policyholder, include certain policies with underlying financial instruments issued by (i) companies of the Lehman Brothers Inc. group, which as of the date of the Prospectus, is subject to insolvency proceedings under Chapter 11 of the US Bankruptcy Code, and by (ii) Glitnir Banki HF, Kauphting Bank HF and Landsbanki Islands HF, Icelandic banks which, as of the date of the Prospectus, have benefitted from a special law approved by the Icelandic parliament enabling such institutions to take advantage of an international moratorium period.

In both situations, the issuers of the financial instruments connected to the above-mentioned index-linked policies are not able to meet the obligations vis-à-vis the creditors, and as a result, UGF Assicurazioni suspended payments on such policies.

At the date of the Prospectus, Assobond, the Association for the Protection of Investments and Savings, started preliminary activities relating to the index linked policies for initiating a potential class action against all the insurance companies, including UGF Assicurazioni; it thus cannot be excluded that the UGF Group may be involved in legal proceedings with the subscribers of such policies, with the risks related thereto.

For further information see Section One, Chapter IX, Paragraph 9.3.4 and Chapter XX, Paragraph 20.8 of the Prospectus.

A.10 Risks related to the reduction of insurance premium income in the short term

The UGF Group distributes its Non-Life and Life products through a Group distribution network, constituted of insurance agencies, branches of Gruppo Bancario UGF Banca, direct sales channels, online and telephone channels, among others. The products are also distributed (for approximately 58% of the Life premium income as of December 31, 2009) through the network of Banca Nazionale del Lavoro, belonging to the BNP Paribas group, the latter solely with respect to products of BNL Vita.

The possible dissolution of the strategic partnership agreement with BNP Paribas will result, in the short term, also following the acquisition of Gruppo Assicurativo Arca in a reduction of premium income in the bancassurance segment with, as a consequence, a negative impact on the results of operations and/or financial condition of the Group.

For further information see Section One, Chapter VI, Paragraph 6.1.2 and Chapter XXII, Paragraph 22.2 of the Prospectus.

A.11 Risks related to the structure of the share capital and the difficulty to gain control of the Issuer

As of the date of the Prospectus, Finsoe, a company controlled by Holmo, is the controlling company of the Issuer pursuant to Article 93 of Testo Unico and Article 2359, paragraph 1, no.1 of the Italian Civil Code, holding an aggregate stake of 50.748% of the ordinary share capital and 31.405% of the share capital of the Issuer.


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In connection with the Offer, Finsoe has irrevocably undertaken to exercise the option rights to which it is entitled. As a result, following the Offer, the Company will continue to be controlled by Finsoe, which in turn is controlled by Holmo.

The UGF Group is part of the Unipol Financial Conglomerate. Holmo is the head of such Financial Conglomerate. The Unipol Financial Conglomerate is composed of, other than Homo, its direct and indirect subsidiaries (including Finsoe, UGF and the other companies part of the UGF Group).

For further information see Section One, Chapter XVIII and Section Two, Chapter V, Paragraphs 5.2.2 and 5.4.3 of the Prospectus.

A.12 Risks related to the ratings assigned to the Issuer and the main subsidiaries

A significant part of the operations of the UGF Group depends on the financial strength and credit-worthiness assigned by the rating agencies to the Issuer and certain subsidiaries.

At the date of the Prospectus, the ratings assigned to UGF by the rating agency Moody’s Investors Service are: “Baa2” long term issuer rating with negative outlook and “Baa2” for senior debt with negative outlook. At the same date, the ratings assigned to UGF by the rating agency Standard & Poor’s are: “BBB” for counterparty risk with negative outlook and “BBB” for senior debt with negative outlook.

At the same date, the counterparty credit rating of UGF Assicurazioni assigned by Standard & Poor’s to its insurance financial strength and counterparty risk is “A-” with negative outlook while the insurance financial strength rating assigned by Moody’s Investors Service was “A2” with negative outlook. At the date of the Prospectus, the ratings assigned to UGF Banca by the rating agency Moody’s Investors Service are: “Baa2” long term issuer rating with negative outlook, “Prime-2” short term issuer rating with stable outlook and “D+” bank financial strength rating with stable outlook. At the same date, the ratings assigned to UGF Banca by the rating agency Standard & Poor’s are: “BBB-” long term issuer rating with negative outlook and “A-3” short term issuer rating with negative outlook.

The rating assigned to the Issuer and the main subsidiaries constitutes a valuation of their capacity to meet the obligations assumed by them in connection with the issued financial instruments. Actual or expected negative changes in the levels of rating assigned to the Issuer and/or certain companies of the Group are indicative of a reduced capacity to meet their financial obligations compared to the past.

As a result, any worsening of one or more of the above ratings (so-called downgrading) could have an adverse effect on the current results of operations and/or financial condition of the UGF Group companies, with a resulting negative impact on the results of operations and/or financial condition of the Group.

For further information see the description in Section One, Chapter VI, Paragraph 6.1 of the Prospectus.

A.13 Risks related to the data provided, including with respect to market share

The Prospectus contains certain data regarding the operations of the UGF Group and the position held in the relevant market on the basis of sources and data prepared by third parties and/or processed by the Company. It is not possible to guarantee that such data will also hold true in the future. Moreover, notwithstanding the Company believes such third-party sources to be dependable and reliable, it is not possible to guarantee that they have been prepared on the basis of complete, accurate or adequately analysed information.


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Investors are thus invited not to unduly rely on such data and statements on the market position when making their investment decision.

For further information on the positioning of the UGF Group see Section One, Chapter VI, Paragraph 6.2 of the Prospectus.

A.14 Operational risks

The UGF Group, like all financial services operators, is exposed to different types of operational risk, i.e. the risk of unexpected losses deriving from the inadequacy or the inaccurate functioning of corporate procedures, from mistakes or lack of human resources or internal systems, or from external events. The definition includes losses deriving from fraud, human mistakes, interruption of operations, unavailability of systems, contractual breaches, disasters or natural catastrophes. The definition also includes legal risk but excludes strategic and reputation risk.

Although the systems of the UGF Group are designed to ensure that operational risks associated with its different activities are adequately monitored, the occurrence of events of such risk category could result in an adverse effect on the results of operations and/or financial condition of the Group.

For further information see Section One, Chapter VI, Paragraph 6.5 of the Prospectus.

A.15 Risk management

The Group avails itself of an organizational structure, corporate procedures, human resources and competencies for the identification, measurement, monitoring, control and management of the different risks characterising its operations (such as, for example, the technical insurance risk, credit risk, market risk, liquidity risk, operating risk, concentration risk, commercial risk, strategic risk, reputation risk and property risk). The entire risk management and control process is coordinated by UGF in its dual role of parent company and company in which the functions of common interest for the Group are centralised.

For all main risks to which the Group is exposed, the Issuer has established specific procedures and limits for the monitoring of the aggregate level of risk deriving from the operations of the UGF Group companies. In addition, the Group has launched a project for the definition and implementation of an internal model in compliance with the Solvency II regulation.

Should the above-mentioned measures for the identification, measurement, monitoring, control and management of risks not always be adequate, the Group could be exposed to possible prejudicial effects on its results of operations and/or financial condition.

In addition, notwithstanding the existence of the above-mentioned internal procedures for the identification, measurement, monitoring, control and management of risks, the occurrence of certain currently unpredictable events, or the insufficiency of such procedures to mitigate the Group’s exposure to the above-mentioned risks in all market conditions or with respect to all types of risks, could result in possible adverse effects on its results of operations and/or financial condition.


B. RISK FACTORS RELATING TO THE SECTOR AND MARKETS IN WHICH THE UGF GROUP OPERATES

B.1 Risks related to the impact of the trends in the financial markets and of the macroeconomic situation on the performance of the UGF Group


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The performance of the Issuer and the Group companies is directly influenced by the situation in international financial markets and the domestic macroeconomic context, as demonstrated by the crisis, which struck global financial markets starting in August 2007.

The crisis, which started in the United States following the deterioration of the market for loans granted to clients characterised by very low credit worthiness (sub-prime loans), progressively extended to all main financial markets, and caused the bankruptcy or rescue of leading operators in the financial services sector. The above-mentioned crisis also resulted in significant tensions in the context of the ordinary operations of many leading insurances, commercial banks and investment banks.

In this macroeconomic context, the recent developments regarding the sovereign debt of countries such as Greece, Portugal, Spain and Ireland also need to be taken into consideration, as they were characterised by a fast deterioration of their respective deficits and public debt. In addition, these trends generated apprehensions by the investors requesting ever-higher returns for investments in this type of instruments compared to returns of countries such as Germany characterised by a very low risk profile.

With respect to the exposure to securities issued by entities residing in Greece, see the preceding Risk Factor A.1 “Risks related to the economic performance of the UGF Group”.

In light of the above, it cannot be excluded that possible negative developments of the economic conditions of Greece and the other peripheral countries of Europe (such as Ireland, Spain and Portugal) could have adverse repercussions on the results of operations and/or financial condition of the UGF Group. The above mentioned circumstances affected the Group management, as the profitability of UGF depends in part on the performance of investments to which premiums from policyholders and the portfolio of properties of UGF Banca are allocated. The profitability of such portfolios is, in turn, influenced by the interest rate risk, the risk of volatility of financial markets, the credit risk and, finally, the ALM risk (Asset Liability Management).

Interest rate risk

1. Insurance division

a) the profitability of investments to which premiums from policyholders are allocated is positively correlated to the trend in interest rates. A reduction of interest rates reduces the profitability of investments through the reduction of interests received on floating rate debt securities;

b) conversely, an increase of interest rates, although for the reasons described above it positively impacts the profitability of investments, has a negative effect on the market value of fixed income debt securities, the value of which is negatively correlated to the trend of interest rates. As a result, an increase of interest rates negatively affects the capital situation of the Company through the deterioration of capital strength, as well as the profitability of the portfolio through devaluations of fixed income asset values classified in the category IAS 39 “Held for Trading”;

c) a relevant part of the life assurance policies offered to clients by the UGF Group provides for a minimum guaranteed return. A reduction of the investment return could result in losses for the Group insurance companies if the effective return is lower than the guaranteed return.

2. Banking division: a reduction of interest rates has an adverse effect on the spread between interest rate receivables and payables with a resulting deterioration of the interest rate margin.


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It should also be noted that the reasons set forth under a) and b) above with respect to the insurance division also apply to the property portfolio of UGF Banca.

Volatility risk in the financial markets

Periods of high instability and volatility in the financial markets can adversely influence the financial profit profile of the Issuer through (i) a deterioration of capital solvency resulting from a reduction of the market value of the securities portfolio, (ii) a reduction of the profitability of investments resulting from lower income from gains and/or higher hedging costs for financial risks and (iii) a reduction of the premiums in connection with life insurance policies or asset management products, the yield of which is connected to the performance of indices or the listing of financial instruments.

Credit risk

1. Insurance division

A significant component of the investment portfolio is constituted by debt securities issued by governments or companies belonging to the financial sector and the industrial sector.

As much as the investment policy adopted by the Group companies aims at adopting criteria based on diversification and the investment in companies characterized by a high credit-worthiness, a contractual breach by one or more issuers in financial instruments included in the portfolio may result in a worsening of the results of operations and financial condition of the Issuer.

2. Banking division

Due to the financial crisis, Gruppo Bancario UGF Banca suffered a slowdown of operations and an increased cost of funding.

In addition, in this context, the demand for loans could be reduced and a higher number of clients of the companies of the banking division of the UGF Group could be in breach of their payment obligations under their loans or of the other obligations undertaken by them, and, as a result, the ability of UGF Banca to recover the loans from its counterparties could be adversely affected. Although Gruppo Bancario UGF Banca has mortgage guarantees and signing guarantees to safeguard its loan positions, and although it launched a further safeguarding function with respect to credit risk aimed at constantly monitoring the most critical positions, it cannot be excluded that the failure to collect certain credits, or the impossibility to recover the value of the assets offered as guarantee in percentages consistent with historical recovery estimates (which could, however, be no longer up-to-date in the new market context following the recent turbulences), could in the future have adverse effects on the results of operations and/or financial condition of the Group.

For further information see Section One, Chapter IX, Paragraph 9.3.1 of the Prospectus.

ALM Risk

The Issuer programmes its investments so as to ensure the correlation of their returns and term with the obligations undertaken towards its insurance and banking clients as well as the holders of issued liabilities. Any discrepancy between the maturities of such investments and the related returns compared to the maturities of the obligations could have adverse effects on the results of operations and/or financial condition of the UGF Group.

For further information see Section One, Chapter VI, Paragraph 6.5 and Chapter IX of the Prospectus.


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B.2 Risks related to changes in the laws and regulatory framework

The UGF Group operates in highly regulated and supervised sectors. The enactment of new laws or regulations, as well as amendments of such laws or regulations currently in force, including tax laws, at the European Union level, national and/or local level, as well as the possible proceedings resulting from breaches of provisions of law or regulation, could have adverse effects on the reputation and the business of the Group as well as the results of operations and/or financial condition of the Group.

Any changes to the legislative policy or the laws to which the Group is subject, or changes in regulatory interpretation of provisions applicable in the sector in which the Group operates, may adversely affect the product range, cost of claim settlements, distribution channels, capital adequacy of the Group, and, consequently, the relevant financial adequacy.

For further information see Section One, Chapter VI, Paragraph 6.1.6 of the Prospectus.

B.3 Risks related to competition and increased competitiveness

The Group operates in the main sectors of the insurance business and the credit and financial brokerage and as such is subject to the typical risks deriving from competition in these sectors and faces the usual risks deriving from the conduct of insurance and banking activities in Italy.

Insurance division

In this respect, it should be noted that the Italian insurance market has experienced significant changes in recent years, mainly due to the introduction of laws and regulations as a result of the implementation of a number of European Union insurance directives, which have enabled insurance companies to operate freely within the European Union. The development of an integrated European market, together with the reduction of regulatory restrictions also facilitated the growth of new distribution systems, which partially replaced or supplemented the activities previously carried out by insurance brokers such as agents. Changes in the regulatory regime have in general also increased competitive pressure on insurance companies in the Italian market. Continued consolidation of the insurance industry could lead to market-wide price reductions, which, in turn, would have the main effect of reducing current operational margins, also in light of the possible loss of clients. Such competitive pressure may also lead to adjustments to insurance policy terms, withdrawal from certain business lines, reduction of offer or reduction of prices resulting in decreased operating margins.

Banking division

With respect to the banking division in Italy, it is noted that it is currently undergoing a process of strong consolidation characterised by high competitiveness, due to the following factors: (i) the implementation of the European Union directives relating to the liberalisation of the banking industry in the European Union; (ii) the deregulation in the banking industry in the European Union, and in particular in Italy, which has facilitated competition in the traditional banking sector with the effect of progressively reducing the difference between interest rate receivables and payables; (iii) the propensity of the Italian banking industry to focus on revenues generated by commissions, which leads to increased competition in the area of asset management and investment banking services; (iv) the changes to certain Italian tax and banking laws; and (v) the introduction of services with a strong technological innovation component, such as internet banking and phone banking. In addition, foreign banking institutions in Italy are expanding their activities, significantly increasing their presence and operations in the national market and further increasing the level of competition.

The Italian market in which the UGF Group operates is thus characterized by an increasing competitiveness that, in the absence of appropriate corrective actions, may basically reduce the group’s profitability margins, also in light of the possible loss of clients. There can be no assurance that the UGF Group will be able to successfully compete with the current or potential competitors


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in the future or that the revenues, results of operations and/or financial condition of the UGF Group will not be adversely affected by an increase in competition.

For further information see Section One, Chapter VI of the Prospectus.

B.4 Risks related to the cyclical nature of the insurance industry

The insurance industry tends to be a cyclical industry, which has historically been subject to significant revenue fluctuations due mainly to unforeseeable and uncertain events, many of which are beyond the control of the insurer, such as competition, frequency and seriousness of natural disasters and catastrophes, general economic conditions and other factors. The effects of such cyclical nature, of the changes to the consumer expectations with respect to the level of insurance premiums, the frequency and amount of indemnification requests or of the other factors that can affect the insurance industry, could thus adversely affect the results of operations and/or financial condition of the Group.


B.5 Risks related to indemnification requests

The revenues of the insurance division of the UGF Group depend, in fact and to a large extent, on the relation between the number of actual indemnification requests received and the estimated and budgeted number of requests, in particular if the estimate has been used in the determination of the price of the products and the determination of the coverage extension for technical provisions and reimbursement requests. The UGF Group uses its experience and data of the industry in which it operates to develop estimates of future policy benefits. This notwithstanding, it cannot be excluded that actual future indemnification requests will significantly exceed the estimates used for the calculation of the product prices, which would have adverse effects on the results of operations and/or financial condition of the UGF Group.


B.6 Risks related to insurance rating

The results of operations and financial condition of the UGF Group largely depend on the capacity adopted over the course of the insurance activity to select and underwrite risks and the ability to determine adequate premiums rates for the different types of insured risks.

The ability to determine adequate premium levels can be negatively influenced, with prejudicial consequences on the profitability of the insurance company, by different factors, such as the lack of sufficient available and reliable data, the incomplete or incorrect analysis of available data, the uncertainty of estimates, in particular those related to the projection of the number or the amount of indemnifications which will need to be covered by rates, the application of inappropriate formulas and rating methods, the changes to the framework of laws and jurisprudence, as well as ongoing changes to market practice and trends in jurisprudence regarding claims settlement.

The UGF Group uses its experience and data of the industry in which it operates to develop estimates of future policy benefits. This notwithstanding, it cannot be excluded that actual future indemnification requests will significantly exceed, by number and amount, the estimates used for the calculation of the product prices, which would have adverse effects on the results of operations and/or financial condition of the UGF Group.

The inadequacy of data and rating methods could thus result in an inappropriate insurance rating for the amount of risks assumed, such as to adversely affect the results of operations and/or financial condition of the Group.



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B.7 Risks related to the creation and adjustment of technical provisions of the companies of the insurance division of the UGF Group

Every insurance company of the UGF Group, like any insurance company, creates technical provisions recorded in the liabilities of the balance sheet to ensure the coverage of underwritten risks and the fulfilment of assumed obligations. The amount of such provisions, covered by assets selected in relation to the type of risk and assumed obligations, varies depending on the business lines and the type of insured risks in which each company operates.

In particular, with respect to technical provisions in the Non-Life business, the amount of such provisions is adjusted at the end of each period. Such adjustment is reflected in the results of operations of the current financial year, as well as subsequent financial years (in case the relevant amounts set aside are not adequate with respect to the effective commitments undertaken towards the policyholders). Any insufficiency in the level of technical provisions that should manifest itself in future financial years (also in light of changes to the jurisprudence and the laws and regulations), could thus have an adverse effect on the profitability of the Group, and consequently, on its results of operations and/or financial condition.

With respect to the technical provisions in the Life business lines, and in particular with respect to policies with guaranteed minimum return within the limits of applicable laws and regulations, there is a financial risk connected to the performance of the assets covering such provisions. In this case, a reduction of the return of such asset could have negative consequences on the profitability of the Group if such return is lower than the minimum guaranteed return, with resulting adverse effects on the results of operations and/or financial condition of the Group (see Risk Factor B.1).

For further information see Section One, Chapter VI, Paragraph 6.1.6 and Chapter IX of the Prospectus.

B.8 Specific risks related to the Life insurance business of the companies in the insurance division of the UGF Group

Life expectancy

Premiums relating to insurance contracts in the Life business are calculated based on statistical and actuarial projections of life expectancy of the population. If such statistics prove to be unreliable, the value of the provisions of the UGF Group with respect to Life insurance products and pension products could exceed projections, with negative effects on the results of operations and/or financial condition of the UGF Group.

Pandemics

Assumptions about mortality used in the pricing instruments for offered products are based on information obtained from statistics and market information. These assumptions reflect the UGF Group’s best estimate for any given year. However, a global pandemic could cause an increase in mortality in excess of assumptions, and this could lead to a higher number of damages to be paid than expected. Such events are considered when assessing and reviewing a variety of possible forms of usable financial coverage, such as reinsurance contracts. However, the use of different financial coverage instruments and reinsurance contracts may not be sufficient to guarantee the coverage of all the obligations of the UGF Group in case of pandemics, with resulting adverse effects on the results of operations and/or financial condition of the Group.

Risks related to the adequacy of resources to meet pension obligations

The UGF Group determines the technical provisions related to the pension products or supplementary pension products provided to its clients by taking into consideration, among others, projections on: (i) mortality rates; (ii) turnover rates with respect to work activities; (iii) invalidity rates; (iv) early retirement rates; (v) discount rate; (vi) estimated long-term interests for


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investments; and (vii) salary increases, future increases of pension and increases of costs of long-term health care. These parameters could diverge from actual data also as a consequence of changes to economic conditions correlated to an increased or reduced life expectancy of policyholders. Discrepancies could thus affect the amount of pensions or of pension expenses estimated in the following years, thus rendering the technical provisions related to the pension or complementary pension products inadequate.


B.9 Risks related to the insolvency of reinsurance counterparties and to the concentration in the reinsurance market

The insurance companies of the UGF Group adopt a protection strategy with respect to certain risks assumed in connection with the Non-Life and Life business through reinsurance agreements, which provide for an exposure towards professional reinsurers chosen in advance as counterparties. Pursuant to such contracts, the reinsurers assume part of the costs and charges deriving from indemnification requests in exchange for a percentage of the premium of the policy, while the direct responsibility towards the policyholder and/or damaged or beneficiary third parties remains with the Group. Although the UGF Group, in order to limit counterparty risk as much as possible, places its reinsurance plans with leading reinsurers, selected based on a high level of financial strength valued by the main rating agencies and avoiding excessive concentrations on individual counterparties, it cannot be excluded that the possible insolvency of the reinsurer may adversely affect the results of operations and/or financial condition of the Group.

In addition, the reinsurance market has become highly concentrated following recent mergers and acquisitions, which have reduced the number of main companies offering insurance products. The availability and the cost of reinsurance thus depend on general market conditions and may vary significantly. It can thus not be excluded that the possible increase of costs for reinsurance coverage could affect the results of operations and/or financial condition of the Issuer.


B.10 Risks related to frauds

The insurance activity of the UGF Group is exposed to risks deriving from false claims or inaccurate representations of the facts or damages related to claims by the policyholders. The UGF Group created a new structure specifically to safeguard such risks, the activity of which will be based on specific internal procedures to prevent fraud.

However, it cannot be excluded that the activity of the Group may be exposed to risks deriving from false claims or inaccurate representations of facts and damages relating to claims by clients which can result in an increase of the number of claims and the average cost, and consequently, a reduction of the profitability of the UGF Group, with resulting adverse effects on the results of operations and/or financial condition of the Issuer.

For further information see Section One, Chapter IX, of the Prospectus.


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C. RISK FACTORS RELATING TO THE FINANCIAL INSTRUMENTS WHICH ARE BEING OFFERED

C.1 Risks related to the liquidity and volatility of the offered financial instruments

Shares, options rights and Conversion Shares

The option rights, Shares and Conversion Shares present the typical risk elements of an investment in listed financial instruments of the same nature. Holders of such instruments will be able to liquidate their investment through the sale on the Mercato Telematico Azionario.

These instruments could present liquidity problems irrespective of the Company, and the sale requests could not be adequately and timely matched, or could be subject to price fluctuations, including significant fluctuations. Factors such as changes in the economic, financial or revenue condition of the Company or its competitors, changes in the general industry conditions, the general economy and financial markets in which the Company operates, changes to the legal and regulatory framework, as well as the circulation by the press of news from journalist sources relating to the Company, could generate substantial fluctuations in the price of the Unipol shares, as well as the option rights.

In addition, the development of share prices and traded volumes in equity markets has been very unstable in recent years. Such fluctuations could adversely affect the market price of the Unipol shares, as well as the option rights, irrespective of the real economic and financial results that the UGF Group will be able to achieve. The trading price of the rights will depend, among others, on the share price performance of outstanding Unipol shares and could be subject to a higher volatility than the market price of the shares.

Finally, in the context of the Offer, some shareholders of the Company could decide not to exercise their option rights and to sell them on the market. This could have a negative effect on the market price of the option rights or the shares.

For further information see Section Two, Chapter IV, Paragraphs 4.1 and 4.2, and Section Two, Chapter V, Paragraph 5.2.2.

Warrants

The Warrants present the typical risks of derivative instruments, including increased volatility and the influence of market price variations of the Unipol shares.

The admission to trading of the 2010-2013 Unipol Ordinary Share Warrants and the 2010-2013 Unipol Preference Share Warrants on the Mercato Telematico Azionario was adopted by Borsa Italiana with decree no. 6707 of June 14, 2010. The first day of trading of the Warrants will be determined by Borsa Italiana, pursuant to a notice in accordance with Article 2.4.4 of the Borsa Italiana Regulation. As of the date of the Prospectus, thus, there is no established trading market for the Warrants of the Issuer and it cannot be guaranteed that such a market will develop or that an active trading market will be maintained for such financial instruments.

In addition, the theoretical value of the 2010-2013 Unipol Ordinary Share Warrants and the 2010- 2013 Unipol Preference Share Warrants, and thus the trend in their trading, once trading on the Mercato Telematico Azionario begins, will be correlated to the price of the respective class of shares of the Issuer to which they are attached; thus the theoretical value of the 2010-2013 Unipol Ordinary Share Warrants will be correlated to the share price of ordinary Unipol shares and the theoretical value of the 2010-2013 Unipol Preference Share Warrants will be correlated to the share price of preference Unipol shares.

In particular, the value of the Warrants will vary in a manner directly correlated to the price and volatility of the ordinary or preference shares (respectively), as well as the residual duration of the


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Warrants, while it will vary in a manner inversely correlated to the value of any dividend distributed by the Issuer.

The holders of 2010-2013 Unipol Ordinary Share Warrants will be entitled to subscribe for at any time (from July 1, 2013 to December 16, 2013) for ordinary shares of the Company at a ratio of no. 2 Ordinary Conversion Shares for every 13 exercised 2010-2013 Unipol Ordinary Share Warrants.

The holders of 2010-2013 Unipol Preference Share Warrants will be entitled to subscribe for at any time (from July 1, 2013 to December 16, 2013) for preference shares of the Company at a ratio of no. 2 Preference Conversion Shares for every 13 exercised 2010-2013 Unipol Preference Share Warrants.

Each request for exercise must be submitted through the intermediary with whom the Warrants are deposited or through the Issuer solely with respect to the Warrants deposited with the Issuer, subject to the simultaneous payment in full of the exercise price. Warrants not presented for exercise by December 16, 2013 will be forfeited and become null and void.

The Warrants will trade separately from the Shares to which they are attached from the date of issuance and will be freely transferable.

For further information see Section One, Chapter XVII, Paragraphs 17.2 and 17.3 and Section Two, Chapter IV, Paragraph 4.2.

C.2 Risks related to the underwriting and guarantee commitments and the partial execution of the Capital Increase

On March 25, 2010, Mediobanca entered into a pre-underwriting agreement with the Issuer pursuant to which it undertook to guarantee, subject to certain terms and conditions in line with market practice for this type of transactions, the subscription of the Shares deriving from the Capital Increase and forming the object of the Offer which should remain unsubscribed for at the end of the Offer on the Stock Exchange, net of the shares subject to the underwriting commitment of Finsoe.

The Offer is thus benefitting from a guarantee promoted and managed by Mediobanca acting as sole Global Coordinator and Bookrunner. The possible participation in the underwriting consortium of other institutions will be notified to the market through a press release. The pre-underwriting agreement will be terminated upon the signing of the the Underwriting Agreement (contratto di garanzia), which will be entered into no later than on the date prior to the launch of the Offer, will be in line with best market practice for similar transactions and will include, among others, the usual provisions which grant the underwriters the right to rescind the agreement, or provisions which have the effect of terminating the effectiveness thereof upon the occurrence, among others, of events relating to the Company and/or the Group and/or the market which can prejudice the success of the Offer or render the launch or continuation of the Offer not advisable (such as, among others, the occurrence of a so-called “material adverse change”, i.e. material changes in the share capital, announcements or distributions of extraordinary dividends relating to UGF or changes and/or events in general, including of a legal and/or administrative nature, relating to UGF and/or the Group, which have or may have, in the good faith opinion of Mediobanca, a material adverse effect on the business and/or the financial and/or economic condition, assets, revenues and/or prospects of UGF or the Group, or the occurrence of a so-called “force majeure” event, i.e. extraordinary circumstances – in accordance with market practice – such as, among others, changes to the political situation, acts of war, terrorism or similar, or changes to the financial, economic, tax, valuation, regulatory or market condition, at a national as well as international level, or significant distortions in Italy and/or the main international markets, of the banking system, the clearance or settlement system, or impositions of a bank payment moratorium by the competent Authorities, such as to render, in the good faith opinion of Mediobanca, the Rights Offer and/or the Auction of the rights prejudicial and unadvisable, or such


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as to prejudice its success, or such as to render the fulfilment of the underwriting obligations more onerous).

If upon occurrence of one of the events set forth in the Underwriting Agreement, Mediobanca exercised its right to rescind the guarantee obligations and if, at the same time, the Capital Increase was not fully subscribed for (and thus it was exercised only with respect to the subscribed part), UGF may not be able to obtain the full amount of expected resources. The occurrence of such circumstances could have adverse effects on the results of operations and/or financial condition of the UGF Group.

For further information see Section Two, Chapter V, Paragraph 5.4.3 of the Prospectus.

C.3 Risks related to the dilution effects of the Capital Increase and the Capital Increase in connection with the Warrants

Since this is a capital increase with option rights to subscribe for shares, there are no dilution effects in terms of the percentage of share capital of shareholders of the Company who will decide to participate by fully subscribing for the rights to which they are entitled.

Conversely, in case of failure to exercise the option rights or in case of failure to exercise the assigned Warrants, the shareholders would suffer a dilution of their holdings in connection with the issuance of the Shares and the Conversion Shares.

The maximum percentage of dilution in case of full subscription of the Capital Increase amounts to approximately 30.00%.

In addition, the maximum percentage of dilution in case of full subscription of the Conversion Shares, amounts to approximately 33.09%.

For further information see Section Two, Chapter IX of the Prospectus.

C.4 Risks related to the markets in which the Offer may not take place without authorisations by the competent authorities

The Prospectus does not constitute an offer of financial instruments in the United States, Canada, Japan or Australia or in any other country in which such Offer is not permitted without specific authorisations in accordance with applicable law or pursuant to exceptions to such provisions.

The Shares, the relevant options rights, the Warrants and the Conversion Shares are not and will not be registered pursuant to the United States Securities Act of 1993, as amended, nor pursuant to similar laws in effect in the Other Countries. They cannot be offered or directly or indirectly distributed in the Other Countries. Participations from Other Countries, directly or indirectly, will not be accepted.

The shareholders of UGF not resident in Italy could be precluded from the sale of the option rights relating to the Shares and/or the exercise of such rights pursuant to foreign law applicable to them. The shareholders are invited to verify such issue before taking any action.

For further information see Section Two, Chapter V, Paragraph 5.2.1 of the Prospectus.

C.5 Risks related to the restriction on the issuance of financial instruments

There are no limitations on the free transfer of the Shares, the Warrants and the Conversion Shares. It should however be noted that pursuant to the pre-underwriting agreement entered into with Mediobanca on March 25, 2010, the Issuer undertook not to carry out further issuances of shares or other financial instruments convertible into shares or which grant the right to acquire/subscribe for shares of the Company, except for the Capital Increase, the Capital Increase


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in connection with the Warrants and the capital increase following the integration of Navale Assicurazione, without the prior written consent of Mediobanca, starting on the date of signing and for a period of 180 days following the closing of the Rights Offer. The Underwriting Agreement, which will be entered into on the date prior to the launch of the Offer, will contain an analogous provision.

For further information see Section Two, Chapter VII, Paragraph 7.2 of the Prospectus.


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CHAPTER V INFORMATION ON THE ISSUER

5.1 History and changes in the Issuer’s business

5.1.1 Legal and commercial name of the Issuer

The Company is named “Unipol Gruppo Finanziario S.p.A.” or, in shortened form, “Unipol S.p.A.” or “UGF S.p.A.”, and is a joint stock corporation.

5.1.2 Place of registration of the Issuer and its registration number

The Issuer is enrolled in the Companies’ Register of Bologna, tax code and VAT number 00284160371, Administrative Business Register (Repertorio Economico Amministrativo) no. 160304.

The Issuer is also registered in the special section pursuant to Article 113 of the TUB under no. 40069.

5.1.3 Date of establishment and duration of the Issuer

The Issuer was established by notarial deed before the notary public Remo Morone on January 25, 1961, ratified by decree on January 27, 1961 of the Turin Tribunal, under the name “Compagnia Assicuratrice Unipol Soc. per az.”.

The duration of the Company is until June 30, 2100, except for extensions or earlier dissolution.

5.1.4 Domicile and legal form, legislation under which the Issuer operates, country of establishment and registered office

The Company was established in Italy in the form of joint stock corporation and is governed by Italian law. The registered office of the Company is in Bologna, Via Stalingrado n. 45 (telephone +39 051 5076111).

5.1.5 Key developments in the Issuer’s business

UGF is the holding company of equity investments and services of the UGF Group resulting from the reorganization process undertaken at the end of 2006 pursuant to which the central coordination functions and services were separated from operations, previously carried out by the Issuer, and today at the head of the other UGF Group companies.

The Issuer was established in 1961 by the Lancia family under the name “Compagnia Assicuratrice Unipol Soc. per az.”. In 1962, the Company was acquired by several cooperatives belonging to the Bologna League of Cooperatives and other cooperatives belonging to other regions of Central and Northern Italy in order to consolidate their insurance portfolios within a single company.

In 1963 the Issuer begins operating in the Non-Life business. In 1969, through the subsidiary “Compagnia Assicuratrice Unipol Vita S.p.A.”, which merged into the Issuer in 1980, it obtains the authorisation to conduct insurance activities in the Life business. In 1974, the trade unions CGIL, CISL and UIL and the workers’ organisations Confesercenti, CNA (Confederazione Nazionale dell'Artigianato e della Piccola e Media Impresa) and CIA (Confederazione Italiana Agricoltori) became shareholders of the Issuer.

In 1986 the preference shares of the Company are listed on the Italian Stock Exchange, and subsequently, in 1990, the ordinary shares of the Company are listed. This choice was rather innovative at the time for a subsidiary belonging to the world of cooperatives and social economy,


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and was decisive for the creation of the financial conditions for the growth and subsequent acquisitions which have enabled the Issuer to transform itself from a single multiline company to the parent company of one of the leading Italian insurance groups4.

Starting in the 90s, a diversification and expansion strategy process was implemented with the establishment of several companies specialised by channel/product, and with the acquisition of other insurance and banking companies.

Over the course of these years, with respect to the insurance division (i) the companies Unisalute, a company specialised in the health and assistance business line, Linear, a company specialised in the sale of Motor Third Party Liability policies through the internet and over the telephone, and Quadrifoglio Vita, a company owned in equal parts by the Issuer and Banca Agricola Mantovana S.p.A., specialised in the sale of life assurance policies through the banking channel, are established, and (ii) the companies Aurora Assicurazioni S.p.A., Navale Assicurazioni and the Non-Life and Life companies of the Meie Assicurazioni group (which are merged into Aurora Assicurazioni S.p.A., subsequently named Meie Aurora S.p.A.), are acquired.

In the same period, Banca dell’Economia Cooperativa S.p.A., is acquired and subsequently renamed Unipol Banca S.p.A. (now UGF Banca), a transaction which has enabled the Issuer to begin operating in the banking division, thereby creating a highly integrated distribution system of insurance and banking products and services.

In order to implement this integrated offer strategy, in 2000 a 50% stake of BNL Vita is acquired with the objective to sell insurance products of this company through the branches of Banca Nazionale del Lavoro and, between 2001 and 2004, 133 bank branches (of which 51 from Banca Intesa S.p.A. in 2001, 60 from the Capitalia group in 2002 and 22 from the Banca Antonveneta group in 2004) are acquired by UGF Banca.

With respect to the insurance division, in 2003 the Issuer acquired control of the Italian businesses of the Wintherthur group which are subsequently merged into the company Meie Aurora S.p.A., thereby creating a new company named Aurora Assicurazioni S.p.A., and in 2005, the Issuer acquires control, through Navale Assicurazioni, of the Italian businesses of the Mutuelles du Mans Assurances group, composed of the companies MMI Danni S.p.A., MMI Assicurazioni S.p.A. and MMI Vita S.p.A.

In 2006, a new phase characterised by the re-arrangement of the governance and a restructuring process begins, which is completed in September 2007 with the change of the Issuer’s name to “Unipol Gruppo Finanziario S.p.A.” and the assumption by UGF of the role of holding company of equity investments and services, following (i) the acquisition of full control of Aurora Assicurazioni (also through a public tender offer), (ii) the creation of two new insurance companies, Nuova Unipol Assicurazioni S.p.A. – subsequently named Unipol Assicurazioni S.p.A. - and Nuova Aurora Assicurazioni S.p.A. – subsequently named Aurora Assicurazioni S.p.A. (following the merger described below) -, to which the insurance business lines of the Issuer and Aurora Assicurazioni S.p.A. are transferred, and (iii) the merger by incorporation of Aurora Assicurazioni S.p.A. (spun off from the insurance business) into the Issuer. In this period the acquisition of an additional 1% stake in BNL Vita is completed, which thus enables UGF to consolidate the shareholding in this company at 51%.

Following the completion of the first phase of the corporate and functional reorganization, the second phase is launched which aims at rationalising the equity and financial structure of the Group (see Section One, Chapter XXI, Paragraph 21.1.7 of the Prospectus) and at re-arranging the insurance division. For such purpose, over the course of 2008 the shareholding in Quadrifoglio Vita is sold to Banca Monte dei Paschi di Siena S.p.A., and in February 2009, the merger of Aurora Assicurazioni S.p.A. into Unipol Assicurazioni S.p.A. (subsequently named UGF

4 Source: Ania, Annual Report “Premium income from direct Italian business 2009”, table “Premiums from direct Italian business by group of companies, according to ISVAP Group Register”.


72

Assicurazioni) as well as the spin-off for the benefit of UGF Assicurazioni of the business of the Issuer dedicated to the management of the service functions for the insurance division, are completed.

In the same period the banking division to which the companies Unipol Merchant – Banca per le Imprese S.p.A. and Cooperleasing S.p.A. were transferred, is consolidated.

Over the course of 2009, Unipol Banca S.p.A., Unipol Merchant S.p.A. and Cooperleasing S.p.A. change their denominations to UGF Banca, UGF Merchant and UGF Leasing, respectively. Subsequently, in May 2009, UGF Assicurazioni completes the acquisition of 15.472% of the share capital of UGF Banca. This transaction enables the Issuer to hold 100% of the share capital of UGF Banca (of which 67.744% directly and the remaining 32.256% through the subsidiary UGF Assicurazioni). In the same period, UGF Banca strengthens its capital through a capital increase of Euro 201 million as well as the issuance of subordinated bonds with a value of Euro 375 million (for further information, see Section One, Chapter X, Paragraph 10.1 of the Prospectus).

In connection with the mentioned rationalisation of the share capital and financial structure of the Group, the Company (i) in July 2009 issues a senior bond for a nominal value of Euro 175 million, 3-year term and fixed annual rate of 5.25%. The issuance was carried out in the form of a private placement and was subscribed for in full by qualified investors, including Finsoe and Holmo (for further information, see Section One, Chapter X, Paragraph 10.1 and Chapter XIX, Paragraph 19.2 of the Prospectus); and (ii) in December 2009, the Company issues a senior bond for a nominal value of Euro 750 million, 7-year term and fixed annual rate of 5%. The bond was subscribed in full by institutional investors, and is listed on the Luxembourg stock Exchange (for further information see Section One, Chapter X, Paragraph 10.1 of the Prospectus).

In addition, in 2009, UGF on the one hand, and Banca popolare dell’Emilia Romagna, several companies controlled by it as well as Banca Popolare di Sondrio, on the other hand, entered into an agreement, subsequently supplemented by deed of amendment on February 3, 2010, regarding the acquisition by UGF directly, of 60% of the share capital of Arca Vita, and indirectly through Arca Vita, of 28.95% of the share capital of Arca Assicurazioni (of which Arca Vita already holds 64.08%), subject to receipt of the authorisations by the competent Authorities. On March 30, 2010, the Antitrust Authority communicated that no investigation will be commenced in connection with the transaction. By measures adopted on May 28, 2010 and June 4, 2010 ISVAP authorised the acquisition transaction, and on May 31, 2010, IFSRA communicated that it does not have any objections to the acquisition by UGF of the direct control of Arca Vita International Limited. (see Section One, Chapter XXII, Paragraph 22.2 of the Prospectus).

On May 13, 2010, the Board of Directors of the Issuer approved the Business Plan (see Section One, Chapter XIII of the Prospectus), as well as, in order to focus the industrial strategies of the Group insurance division, the strategic guidelines relating to the integration of the industrial operations of Navale Assicurazioni into UGF Assicurazioni, to be realised through (i) the contribution of the insurance company Navale Assicurazioni to UGF Assicurazioni and, (ii) the subsequent merger by incorporation of Navale Assicurazioni (spun off from the insurance activities) into UGF. For further information, see Section One, Chapter VII, Paragraph 7.2 and Chapter XIII of the Prospectus.

5.2 Investments

5.2.1 Investments carried out in the first quarter of 2010 and in the last three years

The table below shows the investments of the UGF Group carried out as of March 31, 2010 and the financial years ended December 31, 2009, 2008 and 2007, together with the amount of liquid assets, in consideration of the relevance thereof for the accurate representation of the degree of capitalisation of an insurance and banking group.


73

ASSETS, INVESTMENTS AND CASH


31/03/2010 31/12/2009 31/12/2008 31/12/2007 % var. 2010/2009

% var. 2009/2008

% var. 2008/2007

Intangible assets 1,913 1,917 1,819 1,812 -0.2% 5.4% 0.4%

Tangible assets 48 52 56 55 -7.7% -7.4% 1.1%

Property 746 741 742 696 0.7% -0.1% 6.6%

Shareholdings in subsidiaries, associates and joint ventures

44 44 39 28 0% 11.5% 40.0%

Investments held to maturity 1,769 1,780 1,813 1,796 -0.6% -1.9% 1.0%

Loans and receivables 14,911 14,786 13,712 11,375 0.8% 7.8% 20.5%

Financial assets available for sale 16,331 15,314 11,588 14,837 6.6% 32.1% -21.9%

Financial assets recorded at fair value through profit or loss

7,777 7,645 8,046 10,689 1.7% -5.0% -24.7%

Cash and cash equivalents 206 222 345 364 -7.2% -35.7% -5.3%

TOTAL 43,745 42,499 38,159 41,651 2.9% 11.4% -8.4%

***

In particular, the table below sets forth details with respect to the “Intangible assets” line item of the UGF Group as of March 31, 2010 and for the financial years ended December 31, 2009, 2008 and 2007.

INTANGIBLE ASSETS (in millions of Euro)

31/03/201031/12/200931/12/200831/12/2007 % var. 2010/2009

% var. 2009/2008

% var. 2008/2007

Goodwill 1,853 1,853 1,767 1,775 4.8% -0.4%

of which:

Goodwill recorded in connection withbusiness acquisitions

Acquisition of Aurora Assicurazioni 1,133 1,133 1,133 1,133

Acquisition of UGF Banca 126 126 40 40 212.6% 1.8%

Acquisition of Linear 17 17 17 17

Acquisition of Unisalute 4 4 4 4

Acquisition of BNL Vita 47 47 47 47

Acquisition of Navale Assicurazioni 8 8 8 8


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INTANGIBLE ASSETS (in millions of Euro)

31/03/201031/12/200931/12/200831/12/2007 % var. 2010/2009

% var. 2009/2008

% var. 2008/2007

Total goodwill recorded in connectionwith business acquisitions 1,336 1,336 1,250 1,249 6.9% 0.1%

Other goodwill 1 1 1 10 -25.0% -91.7%

Merger deficit 98 98 98 98

Acquisition of bank branches 419 419 419 419

Total other goodwill 517 517 518 526 n.r. -1.7%

Other intangible assets 60 64 51 36 -5.2% 25.5% 41.7%

TOTAL INTANGIBLE ASSETS 1,913 1,917 1,819 1,812 -0.2% 5.4% 0.4%

As of March 31, 2010, the “Goodwill” line item shows a balance of Euro 1,853 million, stable compared to the value at the end of 2009.

As of December 31, 2009, the “Goodwill” line item shows a balance of Euro 1,853 million, an increase of Euro 86 million compared to the balance as of December 31, 2008 (Euro 1,767 million), due to the higher consideration paid for the acquisition by the subsidiary UGF Assicurazioni of a stake of 15.472% of UGF Banca. This line item mainly includes goodwill recorded following business acquisitions for a total of Euro 1,336 million compared to Euro 1,250 million as of December 31, 2008.

The “Goodwill” line item also includes goodwill generated from the acquisition by UGF Banca of the bank branches for Euro 419 million (unchanged compared to the prior financial year) in the period between 2001 and 2004. These assets with an indefinite useful life are periodically subjected to an impairment test, the result of which has not shown any loss of value for the financial year ended December 31, 2009.

***

In the “Other tangible assets” line item there are no significant investments to be highlighted. Such assets are subject to ordinary amortisation (see Section One, Chapter VIII of the Prospectus).

During the financial year 2009, property was characterised by different measures for the optimisation of the real estate property, which is mainly constituted of properties for own use. The increase of value of the “Property” line item in the financial year 2008 is due in particular to the activities of the real estate companies Midi and Unifimm, which are working on the new management centre and the construction of buildings for tertiary use on a property located in the beginning of the suburbs of Bologna (see Section One, Chapter V, Paragraph 5.2.2 of the Prospectus).

The “Shareholdings in subsidiaries, associates and joint ventures” line item includes the value of the shareholdings in associates and joint ventures held directly by the UGF Group or through its subsidiaries.

The “Loans and receivables” line item includes, among others, receivables from banking customers, interbanking receivables and the debt securities line item. The latter also includes securities transferred from the “Financial assets available for sale” and “Financial assets recorded at fair value through profit or loss” line items mainly over the course of 2008 and 2009.

The “Financial assets available for sale” line item includes debt securities and equity securities not otherwise classified. The decrease of the amount between the financial years 2007 and 2008 is due


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to the decrease in value of securities as a result of the negative market performance, as well as of the transfer of bonds for an amount of Euro 1,944 million to the “Loans and receivables” line item in accordance with paragraph 50E of the modified accounting principle IAS 39; the increase of the amount between the financial years 2008 and 2009 is due to the value gains of securities in connection with the recovery of financial markets as well as the classification in this category of securities acquired during the financial year. During the financial year 2009, no inward or outward reclassifications of securities were carried out with respect to this line item.

The “Financial assets recorded at fair value through profit or loss” line item includes assets held for trading and assets designated by the UGF Group to be valued at fair value. The decrease in the financial year 2008 of assets held for trading is due: (i) in part to the loss of value of securities as a result of the negative market performance, which was particularly accentuated at the end of 2008 following the crisis of Lehman Brothers; (ii) to the sales carried out during the financial year; and (iii) to the transfer of assets for Euro 588 million to the “Financial assets available for sale” and “Loans and receivables” line items in accordance with paragraphs 50B and 50D of the amendment accounting principle IAS 39. The category “Financial assets recorded at fair value through profit or loss” included (i) financial assets deriving from insurance or investments contracts issued by the UGF Group where the investment risk is borne by policyholders, and (ii) financial assets deriving from the management of pension funds.

5.2.2 Pending investments

Gruppo Assicurativo Arca

On December 24, 2009, UGF entered into an agreement with Banca popolare dell’Emilia Romagna, several of its subsidiaries and Banca Popolare di Sondrio, subsequently supplemented by deed of amendment dated February 3, 2010, for the acquisition by UGF directly of 60% of the share capital of Arca Vita for a consideration of Euro 274 million, and indirectly through Arca Vita of an additional 28.95% of the share capital of Arca Assicurazioni, of which Arca Vita already holds 64.08%, for a consideration of Euro 43.42 million.

The consideration will be paid by UGF with own funds. It should be noted that, as of the date of the Prospectus and based on available information, given the results of the financial statements for 2009 of Arca Vita and Arca Assicurazioni and the distribution of a dividend approved by the shareholders’ meeting of the members of Arca Vita on April 29, 2010, the consideration for the acquisition of the shareholding in Arca Vita will be reduced from Euro 274 million to Euro 269.8 million, while the consideration for the indirect acquisition of the shareholding in Arca Assicurazioni will be reduced from Euro 43.4 million to Euro 43.3 million.

It is expected that this acquisition will be executed, subject to the receipt of the authorisations by the competent authorities, by the end of the month of June 2010.

For further information see Section One, Chapter XXII, Paragraph 22.2 of the Prospectus.

Real estate companies

The Group includes the real estate companies Ambra Property, wholly-owned by UGF, Midi and Unifimm, wholly-owned by UGF Assicurazioni (see Section One, Chapter VII of the Prospectus), with the latter two currently working on the realisation of two important real estate projects:

- Midi completed the construction of the first lot of the building located in Bologna, Via Aldo Moro, named “Porta Europa”, and destined to become the new registered office of UGF, which is characterised by the use of advanced technologies for the containment of energy consumption, and, in general, of the impact on the environment. The second lot, destined like the first lot to direct own use, will be completed in the fall of 2010. As of December 31, 2009, the investment, made with own funds, amounted to an aggregate of Euro 76.9 million;


76

- Unifimm commenced construction of a tower for tertiary use in a building complex located in the suburbs of Bologna, and is preparing the assignment of construction works in that same area, for a hotel with 150 rooms and of an area of approximately 6,000 square meters for commercial use. As of December 31, 2009, the investment, made with own funds, amounted to an aggregate of Euro 58.1 million.

The execution of the projects described above is expected to require additional investments in 2010 in the form of own funds and contribution of capital by the sole shareholder UGF Assicurazioni.

5.2.3 Future investments

As of the date of the Prospectus, except as stated above, the Group has not undertaken any binding commitments to carry out significant future investments, nor have such investments been approved by administrative bodies of any of the Group companies.


77

CHAPTER VI OVERVIEW OF ACTIVITIES

6.1 Main activities

6.1.1 Introduction

UGF is the holding and service company of the UGF Group, one of the leading Italian insurance groups, which also carries out banking activities in Italy5. In particular, UGF manages the governance, control and coordination functions of the Group and provides so-called “transversal” services, i.e. services provided indistinctly to the insurance and the banking divisions of the Group itself (see Section One, Chapter VII, Paragraph 7.1. and Chapter XIX, Paragraph 19.3 of the Prospectus).

In particular, with respect to the insurance division, the Group operates in the following sectors:

(a) insurance: it is the historical sector of the Group, and its activities include the Non-Life and Life businesses, performed mainly through the company UGF Assicurazioni (a multi-business company) and the companies Linear, Unisalute and Navale Assicurazioni (Non-Life business) specialised by products and channels;

(b) bancassurance: this is the sector developed through the joint venture between the UGF Group and the BNP Paribas group for the sale of life insurance products of the subsidiary BNL Vita through the distribution network of Banca Nazionale del Lavoro.

With respect to the banking division, the Group, through Gruppo Bancario UGF Banca and Unipol SGR, focuses on traditional banking activities (carried out by UGF Banca and UGF Merchant), portfolio management services and other investment services (provided mainly by UGF Banca and Unipol SGR), asset management (mainly carried out by Unipol Fondi Limited), merchant banking and investment banking, consultancy services with respect to not-ordinary corporate finance transactions (mainly carried out by UGF Merchant) and activities of financial intermediation in the leasing segment (mainly carried out by UGF Leasing). In addition, the banking division includes the companies UGF Private Equity, Nettuno Fiduciaria and Unicard (see Section One, Chapter VI, Paragraph 6.1.2 of the Prospectus).

In addition, in a residual manner and functionally for carrying out the above described activities, UGF operates in the real estate sector through the direct subsidiary Ambra Property and performs services for the Group companies (so-called holding and services division) (see Section One, Chapters VII, IX and XIX of the Prospectus).

At the date of the Prospectus, the ratings assigned to UGF by the rating agency Moody’s Investors Service are the following: “Baa2” as long term issuer rating with negative outlook and “Baa2” for senior debt with negative outlook. At the same date, the ratings assigned to UGF by the rating agency Standard & Poor’s are the following: “BBB” for counterparty risk with negative outlook and “BBB” for senior debt with negative outlook.

At the date of the Prospectus, the ratings assigned to UGF Banca by the rating agency Moody’s Investors Service are the following: “Baa2” for long term credit worthiness with negative outlook, “Prime-2” for short term credit worthiness with stable outlook and “D+” bank financial strength with stable outlook. At the same date, the ratings assigned to UGF Banca by the rating agency Standard & Poor’s were the following: “BBB-” for long term credit worthiness with negative outlook and “A-3” for short term credit worthiness with negative outlook.

At the same date, the counterparty credit rating of UGF Assicurazioni assigned by Standard & Poor’s to its insurance financial strength and counterparty risk is “A-” with negative outlook,

5 Source: Ania, Annual Report “Premium income from direct business in Italy 2009”, table “Premium income from direct business in Italy by group of companies, pursuant to the ISVAP Register of Groups”.


78

while the insurance financial strength rating assigned by Moody’s Investors Service is “A2” with negative outlook. The table below sets forth a summary of the main data of the UGF Group with respect to the periods ended March 31, 2010 and December 31, 2009, 2008 and 2007.

SUMMARY OF MAIN GROUP DATA

(in Euro millions)

31/03/2010 31/12/2009 31/12/2008 31/12/2007

Total insurance business – direct customer deposits (including investment products) 2,177 9,501 7,876 7,851

% variation compared to previous year -18.9% (1) 20.6% 0.3% -10.6%

Direct income from Non-Life insurance premiums 984 4,260 4,357 4,289

% variation compared to previous year -3.7% (1) -2.2% 1.6% 5.6%

Direct income from Life insurance premiums 1,193 5,240 3,519 3,562

% variation compared to previous year -28.2% (1) 48.9% -1.2% -24.6%

of which: investment products 5 19 20 17

Total insurance business - indirect income 15 29 28 28

Total insurance business (direct + indirect) 2,192 9,529 7,904 7,879

Banking business – direct customer deposits 9,253 9,540 8,728 9,097

% variation compared to previous year -3.0% (2) 9.3% -4.1% 14.9%

Banking business – indirect customer deposits 21,375 21,700 20,315 22,365

% variation compared to previous year -1.5% (2) 6.8% -9.2% 11.8%

Total banking business 30,628 31,240 29,043 31,461

Loss ratio Non-Life – direct business (a) 83,0% 86.0% 76.3% 71.9%

Combined ratio Non-Life – direct business (b) 105.0% 108.0% 98.6% 94.5%

Net capital gains and investment income (excluding assets/liabilities recorded at fair value) 288 147 651 1,152

% variation 10.9%(1) -77.5% -43.5% 1.0%

Profit (Loss) before taxation 24 (973) 134 607

% variation -67.1%(1) n.r. -77.9% 2.7%

Consolidated Profit (Loss) 1 (769) 107 421

% variation -97.5%(1) n.r. -74.5% 16.5%

Net Group Profit (Loss) (7) (772) 93 389

% variation -118.1%(1) n.r. -76.2% 38.4%

Investments and liquid assets 41,783 40,531 36,284 39,785

% variation -3.1%(2) 11.7% -8.8% 5.5%

Technical provisions 28,957 28,286 25,298 26,074

% variation 2.4%(2) 11.8% -3.0% 8.5%

Financial liabilities 12,219 12,198 10,895 11,810

% variation 0.2%(2) 12.0% -7.8% 13.8%

Shareholders’ equity pertaining to the Group 3,636 3,585 3,433 4,988

% variation 1.4%(2) 4.4% -31.2% -6.9%


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(1) The variation is calculated on the corresponding data of the first quarter of 2009. (2) The variation is calculated on the corresponding data as of December 31, 2009. (a) Loss ratio (direct business) – main indicator of the profitability of an insurance company’s operations. It is the ratio

between the cost of direct claims for the period and direct income from premiums for the period. (b) Combined ratio (direct business) – This indicator measures the balance of the technical management of the Non-Life

business and is composed of the sum of the expense ratio (percentage indicator of the ratio of total operating expenses to direct written premiums) and the loss ratio.

As of March 31, 2010, total income of the insurance division of the UGF Group amounted to Euro 2,192 million (of which Euro 997 million in the Non-Life business and Euro 1,195 million in the Life business) compared to Euro 2,697 million (of which Euro 1,033 million in the Non-Life business and Euro 1,664 million in the Life business) as of March 31, 2009. In particular, with respect to total insurance income, as of March 31, 2010, total income from the direct insurance business of the UGF Group amounted to Euro 2,177 million (of which Euro 984 million in the Non-Life business and Euro 1,193 million in the Life business) compared to Euro 2,683 million (of which approximately Euro 1,022 million in the Non-Life business and Euro 1,661 million in the Life business) as of March 31, 2009.

As of December 31, 2009, total income of the insurance division of the UGF Group amounted to Euro 9,529 million (of which Euro 4,285 million in the Non-Life business and Euro 5,244 million in the Life business). In particular, with respect to total insurance income, as of December 31, 2009, total income from direct insurance business of the UGF Group amounted to Euro 9,501 million (of which Euro 4,260 million in the Non-Life business and Euro 5,240 million in the Life business).

As of March 31, 2010, total income of the banking division of the UGF Group amounted to Euro 30,628 million (of which Euro 9,253 million in direct customer deposits and Euro 21,375 million in indirect customer deposits), compared to Euro 31,240 million as of December 31, 2009 (of which Euro 9,540 million in direct customer deposits and Euro 21,700 million in indirect customer deposits). In particular, with respect to direct customer deposits in the banking business, as of March 31, 2010, Euro 4,077 million related to the retail sector and Euro 5,176 million related to the corporate sector, compared to Euro 4,159 million and Euro 5,381 million, respectively, as of December 31, 2009. At the same date, with respect to indirect customer deposits in the banking business, Euro 19,589 million related to funds under custody and Euro 1,786 million to assets under management, compared to Euro 19,939 million and Euro 1,760 million, respectively, as of December 31, 2009.

As of December 31, 2009, total income of the banking division of the UGF Group amounted to Euro 31,240 million (of which Euro 9,540 million in direct customer deposits and Euro 21,700 million in indirect customer deposits). In particular, with respect to direct customer deposits in the banking business, as of December 31, 2009, Euro 4,159 million related to the retail sector and Euro 5,381 million to the corporate sector. At the same date, with respect to indirect customer deposits in the banking business, Euro 19,939 million related to funds under custody and Euro 1,760 million related to assets under management.

At the date of the Prospectus, the main companies of the UGF Group, by divisions and sectors of operations, are the following:


80

As of December 31, 2009, the UGF Group is present on the entire national territory and operates through 4 head agencies, 2,168 agencies (monofirm and multifirm), 5,017 insurance sub-agencies and 299 bank branches, of which 180 “integrated branches”, 28 finance shops and 374 financial salesmen (see Section One, Chapter VI, Paragraph 6.1.4 of the Prospectus).

51%

100%

86.18%

67.74% (1)

100%

98.48%

100%

99.83%

100%

100%

INSURANCE SECTOR

BANCASSURANCE SECTOR

Divisioni:

100%

51%

(1)

INSURANCE DIVISION

51%

100%

86.18%

67.74% (1)

100%

98.48%

100%

99.83%

100%

100% Divisioni:

100%

51%

(1) The remaining 32.26% interest in UGF Banca is also held by UGF Assicurazioni

BANKING DIVISION


81

6.1.2 Description of Group activities

As of the date of the Prospectus, the main activities of the UGF Group, by division, are the following:

Insurance division

With respect to the insurance division, the Group operates (i) in the Life and Non-Life businesses of the insurance sector, and (ii) in the Life business of the bancassurance sector, covering almost the entire range of insurance and investment-insurance products.

As of December 31, 2009, total income of the insurance division of the UGF Group amounted to Euro 9,529 million (a 20.6% increase compared to Euro 7,904 million as of December 31, 2008), of which Euro 9,501 million were ascribable to direct income (a 20.6% increase compared to Euro 7,876 million as of December 31, 2008).

In particular, Non-Life insurance income amounts to Euro 4,285 million, of which:

(a) Euro 4,260 million from direct business (-2.2% compared to Euro 4,357 million as of December 31, 2008); and

(b) Euro 25 million from indirect business.

Non-Life direct income is mainly focused on the Motor Third Party Liability (RCA) business line (50.9% of direct Non-Life customer deposits in the financial year 2009), as well as the Accidents and Sickness business line (16.3% of direct Non-Life customer deposits in the financial year 2009), the Fire and Other Damages to Property business lines (10.4% of direct Non-Life customer deposits in the financial year 2009), the General Third Party Liability business line (9.2% of direct customer deposits in the financial year 2009) and the Land vehicles business line (8.3% of direct Non-Life customer deposits in the financial year 2009).

Life Insurance income amounts to Euro 5,244 million, of which: (a) Euro 5,240 million from direct business (+48.9% compared to Euro 3,519 million as of

December 31, 2008), divided as follows: Euro 5,221 million ascribable to insurance premiums and Euro 19 million to investment products; and

(b) Euro 4 million from indirect business.

Direct Life insurance premium income is mainly focused on the Life assurance business line (Class I) (75.2% of total direct Life income in the financial year 2009), the capitalisation transactions (Class V) (10.0% of total direct Life income in the financial year 2009), integrative pension-related products (Class VI) (7.7% of total direct Life income in the financial year 2009) and Oicvm (collective investment undertakings in securities) or internal funds linked insurance products, or index linked products or products linked to other reference values (Class III) (7.1% of total direct Life income in the financial year 2009).

As of March 31, 2010, direct income from insurance premiums of the UGF Group amounted to Euro 2,177 million (a 18.9% decrease compared to Euro 2,683 million as of March 31, 2009), of which Euro 984 million in the Non-Life business (a 3.7% decrease compared to March 31, 2009) and Euro 1,193 million in the Life business (a 28.2% decrease compared to March 31, 2009). The prevalence of Motor Third Party Liability in the Non-Life business income and of Class I in the Life business income was confirmed also for the first quarter of 2010. In addition, in the first quarter of 2010, Non-Life insurance income represented 45.2% of total direct insurance income of the UGF Group, while the incidence of income from the Life insurance sector amounts to 54.8% of total direct insurance income of the UGF Group.

The table below provides a detailed overview of direct income from the insurance and bancassurance sectors as of December 31, 2009.


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DIRECT INCOME FROM INSURANCE BUSINESS 2009 (in millions of Euro)

Non-Life

Premiums Life

Premiums Total % comp. Investment Products

Total Income % comp.

Insurance Sector

Traditional companies (UGF Assicurazioni and Navale Vita)

3,677 2,170 5,847 61.7% 19 5,866 61.8%

Specialized Non-Life companies (Linear, Unisalute and Navale Assicurazioni)

583 0 583 6.1% 0 583 6.1%

Total insurance sector 4,260 2,170 6,430 67.8% 19 6,449 67.9%

Bancassurance Sector

Bancassurance company (BNL Vita) 0 3,051 3,051 32.2% 0 3,051 32.1%

Total insurance division 4,260 5,221 9,481 100.0% 19 9,501 100.0%

As of March 31, 2010, total direct premium income in the insurance sector amounted to Euro 1,449 million (of which Euro 984 million of Non-Life premiums, Euro 465 million of Life premiums) and direct premium income in the bancassurance sector amounted to Euro 728 million.

The following table sets forth total premium income of the UGF Group, divided by insurance business lines for the periods ended March 31, 2010 and March 31, 2009 and for the last three financial years.

BREAKDOWN OF INCOME BY BUSINESS LINES


31/03/2010 31/03/2009% var. 2010/2009

31/12/2009 Comp. % 31/12/09 31/12/2008 31/12/2007

% var.

2009/2008

% var.

2008/2007

DIRECT BUSINESS NON-LIFE

Accidents and Sickness 183 180 1.6% 694 16.3% 681 645 1.9% 5.5%

Marine, Aviation and Goods intransit 5 6 -16.6% 29 0.7% 32 32 -9.4% 0

Fire and Other damage to property 87 94 -7.4% 445 10.4% 446 436 -0.3% 2.4%

General Third Party Liability 74 89 -16.8% 393 9.2% 394 391 -0.2% 0.7%

Credit and Bond 9 9 0 35 0.8% 42 42-

16.6% 0

Miscellaneous monetary loss 14 14 0 59 1.4% 56 51 5.3% 9.8%

Legal Protection 6 7 -14.3% 31 0.7% 32 31 -3.1% 3.2%

Assistance 12 13 -7.7% 52 1.2% 52 49 0.8% 6.2%

Total Non-Motor Business 390 412 -5.3% 1,738 40.8% 1,735 1,677 0.2% 3.5%

Motor Land Vehicles - Third Party Liability 512 526 -2.7% 2,167 50.9% 2,260 2,252 -4.1% 0.4%

Land vehicles – other business lines 81 83 -2.4% 355 8.3% 361 359 -1.8% 0.5%


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BREAKDOWN OF INCOME BY BUSINESS LINES


31/03/2010 31/03/2009% var. 2010/2009

31/12/2009 Comp. % 31/12/09 31/12/2008 31/12/2007

% var.

2009/2008

% var.

2008/2007

Total Motor Business 594 609 -2.6% 2,522 59.2% 2,621 2,611 -3.8% 0.4%

TOTAL DIRECT INCOME NON-LIFE 984 1,022 -3.7% 4,260 100% 4,357 4,289 -2.2% 1.6%

INDIRECT BUSINESS NON-LIFE 13 11 18.2% 25 24 24 4.2% 0

TOTAL INCOME NON-LIFE 997 1,033 -3.4% 4,285 4,381 4.313 -2.2% 1.6%

DIRECT BUSINESS LIFE

Life assurance (Class I) 878 1,429 -38.5% 3,943 75.2% 1,993 1,070 97.8% 86.4%

from the bancassurance sector 612 1,081 -43.4% 2,648 50.5% 797 368232.2

%115.5

%

Unit-linked / index-linked products (Class III) 111 58 91.4% 370 7.1% 877 1,911

-57.8%

-54.1%

from the bancassurance sector 111 58 91.4% 364 6.9% 735 1,468-

50.5%-

49.9%

Capitalisation (Class V) 84 60 40.0% 524 10.0% 229 382128.8

%-

40.1%

from the bancassurance sector 5 13 -61.5% 37 0.7% 8 36362.5

%-

80.5%

Pension funds (Class VI) 119 114 4.3% 403 7.7% 419 200 -3.8%109.5

%

from the bancassurance sector 0 0 1 0.0% 1 - 0 n.r.

TOTAL DIRECT INCOME LIFE 1,193 1,661-28.2% 5,240 100% 3,519 3,56248.9% -1.2%

from the bancassurance sector 728 1,152 -36.8% 3,051 58% 1,541 1,872 98.0%-

17.7%

INDIRECT INCOME LIFE 2 3 -33.3% 4 4 4 0 0

from the bancassurance sector

TOTAL INCOME LIFE 1,195 1,664-28.2% 5,244 3,523 3,56648.9% -1.2%

from the bancassurance sector 728 1,152 -36.8% 3,051 1,541 1,872 98.0%-

17.7%

OVERALL INCOME (direct +indirect business) 2,192 2,697-18.7% 9,529 7,904 7,87920.6% 0.3%

from the bancassurance sector 728 1,152 -36.8% 3,051 1,541 1,872 98.0%-

17.7%

Set forth below is information on the insurance division, and in particular on the companies operating in the insurance sector and the bancassurance sector.


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Insurance sector

The UGF Group operates in the insurance sector on the basis of a multi-business strategy through UGF Assicurazioni, operating in the Life and Non-Life businesses, as well as through the companies operating in specialised and innovative sectors (including supplementary pension plans and health).

In particular6: - UGF Assicurazioni, resulting from the merger between Aurora Assicurazioni S.p.A. and

Unipol Assicurazioni S.p.A., has been operational since February 1, 2009.

The company operates in all Non-Life and Life insurance and reinsurance business lines (mainly Class I and Class III), including capitalisation transactions (Class V), and also operates in the supplementary pension fund business, and in particular in the establishment and management of open-end and close end pension funds (Class VI).

UGF Assicurazioni distributes its insurance products through the divisions of the Aurora and Unipol brands, using a distribution network comprising, as of December 31, 2009, 1,625 agencies (of which over 1,000 agencies operating under the Aurora brand and approximately 600 operating under the Unipol brand), and 299 branches of UGF Banca throughout the national territory. In addition, the company distributes life insurance policies under the Aurora brand through the network of financial salesmen of Simgest S.p.A. and Credit Suisse Italy S.p.A.

In 2009, UGF Assicurazioni generated a profit of Euro 137.4 million compared to a loss of Euro 755.7 million in 2008 (the 2008 numbers reflect the combination of the activities of Aurora Assicurazioni S.p.A. into Unipol Assicurazioni S.p.A., see Section One, Chapter XIX, Paragraph 19.4). The 2008 financial year was characterized by significant devaluations of securities as a result of the negative performance of the financial markets. The results for 2009 were positive due to important value gains of securities portfolios and notwithstanding the deterioration of the insurance management in the Non-Life segment, which was affected by the unfavourable context of the sector and caused a general worsening of claims frequency due to structural factors and factors related to the economic cycle.

Total premium income of UGF Assicurazioni for the financial year 2009 amounted to Euro 5,895 million, a decrease of approximately 0.4% compared to 2008 (Euro 5,916 million).

As of the date of the Prospectus, the long term counterparty credit rating of UGF Assicurazioni assigned by Standard & Poor’s to the insurance financial strength and counterparty risk is “A-” with negative outlook, while the rating assigned by Moody’s Investors Service to the insurance financial strength is “A2” with negative outlook.

As of December 31, 2009, the Company’s staff was composed of 3,357 employees.

For further information on the new products offered by UGF Assicurazioni in the Life and Non-Life segments, see Paragraph 6.1.3. below.

- Navale Assicurazioni, founded in 1914 in Genoa, traditionally operates in the marine and transport insurance sector. In 2000, Navale Assicurazioni was acquired by the UGF Group. In 2005, it acquired the Italian businesses of the Mutuelles du Mans Assurances group composed by the companies MMI Assicurazioni S.p.A., MMI Danni S.p.A, which merged into Navale Assicurazioni over the course of the same year, as well as MMI Vita S.p.A. (now Navale Vita).

6 The data set forth in the rest of the paragraph relates to the financial statements of the individual companies of the insurance division.


85

On May 13, 2010, UGF resolved to launch the integration project with respect to the industrial activities of Navale Assicurazioni into UGF Assicurazioni (see Section One, Chapter VII and Chapter XIII of the Prospectus).

Navale Assicurazioni is authorized to operate in the insurance and reinsurance Non-Life businesses and distributes its insurance products through a sales network throughout the national territory, and composed, as of December 31, 2009, of 543 mainly multifirm agencies, and 284 insurance brokers/insurance intermediaries.

In the financial year 2009, Navale Assicurazioni recorded a loss of Euro 36 million, compared to a loss of Euro 9.5 million in the financial year 2008. The result in 2009, as already shown for UGF Assicurazioni, was affected by the unfavourable performance of the Non-Life segment, which resulted in a significant increase in claims frequency and the resulting adoption of more cautious provisioning policies.

In the financial year 2009, total premiums of Navale Assicurazioni amounted to Euro 267.9 million, an increase of 7.6% compared to December 31, 2008 in which premiums amounted to Euro 248.9 million.

As of December 31, 2009, the company had a staff composed of 132 employees.

- Linear, founded in 1996 and authorized to operate in the Non-Life insurance segment, is the Group company specialised in the distribution through non-traditional channels, such as telephone and the Internet.

The product portfolio mainly includes products covering risks deriving from the use of motor vehicles (Motor Third Party Liability, Land Motor Vehicles business line, driver accidents, road assistance); since 2005 Linear also offers multi-risk insurance products for homes.

Linear offers a direct service operating through the Internet and call centre, characterized by a personalised offer and a special attention to the reduction of costs for customers.

Linear closed the financial year 2009 with a profit of Euro 14.2 million, an increase of 238% compared to 2008 (a financial year with a profit of Euro 4.2 million significantly affected by important value adjustments of securities portfolios) which was recorded notwithstanding the worsening of the balance of the technical-insurance management).

In 2009, total premiums of Linear amounted Euro 160 million (a 3.4% decrease compared to 2008, a financial year in which total premiums of the company amounted to Euro 165.6 million), of which 51% through the Internet channel and 49% through the telephone channel. The company’s market share in the Motor Third Party Liability segment amounted to approximately 14%7 as of December 31, 2009.

As of December 31, 2009, the company’s staff was composed of 375 employees.

- Unisalute, was established in 1995 as part of the progressive diversification strategy by channel/product of the UGF Group and was the first company in Italy to operate with a network of directly conventionalised medical centres. The company is authorised to operate in the Non-Life insurance business and is specialised in the Sickness business line, mainly offering insurance coverage in connection with employee benefit programmes for companies, institutions, public entities, associations and supplementary health care funds by category.

The clients of Unisalute include large industrial companies, banks and entities. The client portfolio of Unisalute was recently enlarged following the award of an important convention

7 Source: Internal calculation based on Ania, Annual Report “Premium income from direct business in Italy 2009” – May 2010.


86

with the Presidency of the Council of Ministers for the provision of supplementary health care coverage for its employees.

For the distribution of its insurance products, Unisalute uses a distribution network diversified by channel, composed, as of December 31, 2009, of 132 agencies, including 131 agencies of UGF Assicurazioni with mandate from Unisalute, and brokers. In addition, the Unisalute products are placed through the UGF Banca branches as well as the Internet and telephone distribution channels.

In the financial year 2009, Unisalute recorded a profit of Euro 9.9 million, compared to Euro 8.6 million in 2008 (+ 15.1%) and a premium income of Euro 160.4 million, an increase of 17.3% compared to the prior year (Euro 136.8 million). As of December 31, 2009, the company had obtained a market share in the Sickness business line of approximately 5.65%8. The premium income reflects the clear prevalence of coverage in the Sickness business line compared to the Accidents and Assistance business line.

As of December 31, 2009, the company had 393 employees and 28 medical consultants.

Bancassurance sector

As of the date of the Prospectus, the UGF Group operates in bancassurance sector through the company BNL Vita, a 51% stake of which is held by UGF and 49% by BNP Paribas. BNL Vita is authorized to conduct insurance activities in the Life business, and distributes traditional life assurance products, capitalisation policies and unit- and index-linked policies mainly through approximately 700 branches of Banca Nazionale del Lavoro. In 2009, this sales network contributed to 99.5% of the premium income of the company, while the remainder was obtained through its direct channel.

In 2009, BNL Vita recorded a profit of Euro 132.8 million, compared to a loss for the period of Euro 87 million in 2008. The significant change is due to important value gains of the securities portfolio (Euro 74.1 million), with equally significant value losses recorded in 2008 (Euro 225.8 million). In addition, it should be noted that a strong production development was recorded in 2009 during which BNL Vita generated an aggregate premium income of Euro 3,050.8 million, an increase of 98.7% compared to premium income of Euro 1,535 million in 2008.

Following the completion of the envisaged acquisition of Gruppo Assicurativo Arca, the bancassurance business will be supplemented with the activities carried out by Gruppo Assicurativo Arca, notwithstanding the partnership agreements with BNL Vita as described in Section One, Chapter XXII, Paragraph 22.1 of the Prospectus.

As of December 31, 2009, the staff of the company was composed of 87 employees.

Banking division

The UGF Group operates in the banking division through the Gruppo Bancario UGF Banca and Unipol SGR, offering products and services targeted to the retail sector and the corporate sector through the branches of UGF Banca, with particular focus on the segment of small and medium businesses.

As of March 31, 2010, total income of the banking division amounted to Euro 30,628 million, a 2.0% decrease compared to December 31, 2009 (Euro 31,240 million). In particular, direct customer deposits amounted to Euro 9,253 million (Euro 9,540 million as of December 31, 2009), of which Euro 4,077 million relating to the retail sector and Euro 5,176 million to the corporate sector. Indirect income as of March 31, 2010 amounted to Euro 21,375 million (Euro 21,700

8 Source: Ania, Annual Report “Premium income from direct business in Italy 2009” – May 2010.


87

million as of December 31, 2009), of which Euro 19,589 million of funds under custody (-1.8% compared to the amount as of December 31, 2009) and Euro 1,786 million of assets under management (+1.5% compared to the amount as of December 31, 2009).

As of December 31, 2009, total income of the banking division amounted to Euro 31,240 million, a 7.6% increase compared to December 31, 2008 (Euro 29,043 million). In particular, direct customer deposits amounted to Euro 9,540 million (Euro 8,728 million in 2008), of which Euro 4,159 million relating to the retail sector and Euro 5,381 million to the corporate sector. Indirect income as of December 31, 2009 amounted to Euro 21,700 million (Euro 20,315 million in 2008), of which Euro 19,939 million of funds under custody (+7.1% compared to 2008) and Euro 1,760 million of assets under management (+3.4% compared to 2008).

The following table sets forth total income as of March 31, 2010 and for the last three financial years:

BANKING DIVISION – INCOME (in millions of Euro)

31/03/2010 31/12/2009 31/12/2008 31/12/2007% var.

2010/2009% var.

2009/2008% var.

2008/2007

Direct customer deposits 9,253 9,540 8,728 9,097 -3.0% 9.3% -4.1%

Indirect income 21,375 21,700 20,315 22,365 -1.5% 6.8% -9.2%

of which: assets under management 1,786 1,760 1,703 2,116 1.5% 3.4% -19.5%

of which: funds under custody 19,589 19,939 18,612 20,249 -1.8% 7.1% -8.1%

Total income from customers 30,628 31,240 29,043 31,462 -2.0% 7.6% -7.7%

The following table sets forth the main line items of the income statement of the banking division prepared in accordance with the banking scheme and relating to March 31, 2010 and for the financial years 2009, 2008 and 2007.

BANKING DIVISION – MAIN ECONOMIC DATA


31/03/201031/03/2009 % var. 2010/2009 31/12/200931/12/200831/12/2007 % var.

2009/2008% var.

2008/2007

Interest margin 52 63 -17.5% 226 252 211 -10.3% 19.4%

Net commissions 29 18 61.1% 102 80 81 27.5% -1.2%

Other net financial income 3 5 -40% 22 7 8 214.3% -12.5%

Gross operating income 84 85 -1.2% 350 338 300 3.4% 12.8%

Value adjustments/readjustments forimpairment of financial assets (16) (15) 6.7% (97) (216) (29) -55.1% 644.8%

Financial management – net result 68 69 -1.4% 253 122 272 107.4% -55.1%

Operating expenses 63 62 1.6% 268 235 210 14.0% 11.8%

of which amounts set aside forprovisions for risks and charges 0 2 n.r. 5 8 7 -37.5% 14.3%


88

Cost/income 74.8% 70.8% 5.7% 75.1% 67.0% 67.4% 12.1% 0.6%

Pre-tax profit (loss) 5 8 -37.5% (16) (112) 62 -85.9% n.r.

The UGF Group operates in the banking division, including in the asset management and merchant banking segments, through the following companies:

- UGF Banca, the parent company of Gruppo Bancario UGF Banca. UGF Banca operates in asset management and issues loans in various forms. The main categories of products and services offered by the bank are, for example, deposits, bonds, certificates of deposit, loans, lines of credit, leasing, financings, bank accounts for payments and collection exchange rate brokerage, and investment services (asset management, consultancy, debt placement).

UGF Banca operates through a sales network, which, as of December 31, 2009, was composed of the following:

- 299 branches (of which 180 integrated with insurance agencies and the remaining agencies operating under regime of proximity with one or more insurance agencies of the Group);

- 28 finance shops;

- 374 financial salesmen; as well as

- 1,625 agencies of UGF Assicurazioni, for the marketing of standardised UGF Banca banking products (such as current accounts, mortgage loans and personal loans, all characterized by pre-determined and non-modifiable contractual forms, in accordance with the applicable regulatory provisions).

During the financial year 2009, UGF Banca strengthened its capital structure with a capital increase of Euro 201 million and the issuance of subordinated debt instruments for Euro 375 million, of which Euro 300 million as Upper Tier 2 and Euro 75 million as Lower Tier 2, and improved its capital ratios (see Section One, Chapter X, Paragraph 10.1).

In spite of the difficult context of the sector, at the end of 2009, UGF Banca recorded a net profit of Euro 5.7 million, compared to a loss of Euro 88.5 million recorded in 2008.

As of December 31, 2009, direct income of UGF Banca amounted to Euro 9,539 million, a 9.2% increase as compared to December 31, 2008 (Euro 8,731 million) and indirect income amounted to Euro 21,700 million, an increase of 7.7% compared to 2008 (Euro 20,146 million), of which Euro 1,760 million from asset management, compared to Euro 1,703 million at the end of 2008. Lending to customers amounted to Euro 9,218 million, an 8.7% increase compared to the analogous value in 2008 (Euro 8,480 million). This increase mainly relates to the corporate sector, and is more contained in the retail sector. During 2009, new loans for approximately Euro 961.6 million were issued, compared to 2008, during which new loans for a total of Euro 1,485 million were issued due to a more favourable market situation. Net doubtful debts amounted to Euro 194 million (Euro 127 million in 2008), with an incidence on loans of 2.1%.

As of the date of the Prospectus, the ratings assigned to UGF Banca by the rating agency Moody’s Investors Service were as follows: “Baa2” for long term credit rating with negative outlook, “Prime-2” for short term credit rating with stable outlook and “D+” for bank financial strength with stable outlook. At the same date, the ratings assigned to UGF Banca by the rating agency Standard & Poor’s were as follows: “BBB-” for long term credit rating with negative outlook and “A-3” for short term credit rating with negative outlook.

As of December 31, 2009, the company’s staff was composed of 2,273 employees.


89

- UGF Merchant, operates in the corporate and medium/long term loan sector, as well as in the merchant banking and investment banking segments.

In particular, the offer in the corporate sector and the sector of medium/long term loans is based on different financing techniques, with diversified maturities and structures depending on the financial plans and development and growth objectives of the business of the requesting company. In addition, UGF Merchant performs consultancy services and provides assistance to companies with respect to transactions of structured finance, and in particular project finance.

The merchant banking operations include interventions with respect to the risk capital of listed and non-listed companies, in the form of consultancy and financial assistance services as well as in the form of the placement in connection with listings and issuances of financial instruments.

In addition, UGF Merchant provides consultancy services with respect to corporate finance transactions (acquisitions, mergers, capital increases, etc.) and operates in the capital markets (stock exchange listings, share capital increase, public tender offers, etc.).

The main sales channel for the products and services of UGF Merchant is the branch network of UGF Banca.

In its 2009 balance sheet, the company recorded a loss of Euro 25.1 million (in 2008, it had generated a net profit in the amount of Euro 3 million), due mainly to adjustments to loans, a consequence of the unfavourable economic context, and securities as a result of the application of the impairment policy of the Group. At December 31, 2009, receivables towards customers amounted to Euro 561.2 million, a 10.6% decrease compared to December 31, 2008 (Euro 627.7 million), of which Euro 65 million related to the net disbursements of financings over the course of the year (in 2008, net disbursements amounted to Euro 164.8 million).

As of December 31, 2009, the staff of the company was composed of 52 employees.

- Unipol Fondi Limited, is an investment company established under Irish law that operates in the asset management sector through the multi-division fund UCITS III Unipol Funds. The fund is composed of 10 divisions, characterised by diversified investment policies (from monetary to international flexible shares) and characterised by active strategies against benchmark. The management of the investments in these sections is assigned to Unipol SGR by power of attorney.

The main sales channel for the services of Unipol Fondi Limited are the branches of UGF Banca.

In its balance sheet for 2009, the company recorded a profit of Euro 1.4 million, a 46.2% decrease compared to the past financial year (Euro 2.6 million), due to the contraction of amounts under management which decreased from Euro 406 million at the end of 2008 to Euro 296 million at the end of 2009.

- UGF Leasing operates in the leasing sector and became a member of Gruppo Bancario UGF Banca in 2007 through an acquisition, and allowed the product range offered by Gruppo Bancario UGF Banca to be extended to companies and self-employed persons.

The company operates indistinctively in all segments of financial leasing, from leasing of registered vehicles (leasing targato) (i.e. road vehicles as well as instrumental vehicles) to aircraft and property leasing, and focuses on transactions with medium/low value consistently with its financial structure.

During 2009, the company closed 538 leasing transactions for a total value of Euro 61.4 million, representing a slight decrease (-3%) compared to the corresponding value of 2008 (Euro 63.5 million).


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The main sales channel of the UGF Leasing products are the branches of UGF Banca and selected insurance agents of the Group.

The company closed its balance sheet 2009 with a profit of Euro 15 thousand, compared to a negative result of Euro 961 thousand in 2008.


- Unipol SGR, an asset management company, mainly manages the assets of Unipol Funds, the mutual fund UCITS III established by Unipol Fondi Limited.

Until January 31, 2009, the company also managed the financial portfolios of the insurance companies of the UGF Group, and, until March 31, 2009, the assets of BNL Vita, which activities are currently being carried out by UGF Assicurazioni.

In the financial year 2009, the company recorded profits of Euro 0.1 million compared to Euro 4.4 million generated in 2008 (year in which, as stated above, the company managed the financial activities of the insurance companies of the Group).


In addition, UGF Private Equity SGR, an asset management company established in January 2008 promoting and managing close-end mutual funds, Nettuno Fiduciaria, wholly owned subsidiary of UGF Banca and Unicard, in which UGF Banca has held a stake of 51% since July 1, 2008, are part of the banking division. Nettuno Fiduciaria is a so-called static trust company which carries out asset management activities on behalf of third parties, operating through the fiduciary’s heading (in its own name but on behalf of the truster) and in the exclusive interest of the truster. Unicard is a company operating in the credit card sector, in particular in the electronic payment sector, as issuer of credit cards and personal and corporate payment cards, as manager of payment transactions, and as manager of such services for UGF Banca.

6.1.3 Description of recently introduced products and services

Insurance Division

Set forth below are the main products and services recently introduced by the UGF Group in the insurance division:

(i) Insurance Sector

UGF Assicurazioni

In 2009, the management activity of the Life business lines of UGF Assicurazioni was focused on the offer of individual and collective traditional Class I life products, with the collective product characterized by an extreme pension-related content (for example, Salvarisparmio and Attivo Garantito), also in light of the important regulatory changes introduced with respect to the offer of products with higher financial content (see Section One, Chapter VI, Paragraph 6.2).

With respect to the Non-Life business lines, in 2009 the Group consolidated its focus on articulate and flexible coverage, such as the multi-risk policies, pursuant to which it is possible to meet the specific protection needs of the client, including individuals and companies, in one single contractual solution, and which complete the service logic by providing additional services to the indemnification (for example Protetto, Formula Facile, SaluteMia, Uninsieme, Ti vogliamo bene).

In addition, it is to be pointed out that with respect to the Motor Third Party Liability business line it is expected that in the second half of the year 2010 innovative products with the formula “pay per use” will be launched, which will use the technologies “Unibox” and “Aurobox” which can already be installed in the vehicles of policyholders, and that the rates for Motor Third Party Liability products of the respective divisions of


91

Unipol and Aurora will be unified, and that further, starting in 2011, the project regarding the migration of the two portfolios into the unified tariff will be commenced.

(ii) Bancassurance Sector

BNL Vita

During 2009, the commercial package “BNL Revolution Crescita e Reddito” was developed and launched, which combines a Class I policy (i.e. products of the life assurance sector) with a minimum guaranteed yield offered through the separate management Capitalvita, and a unit-linked policy linked to different BNP Paribas A.M. funds with yields potentially exceeding the yield of risk-free investments.

Banking division

Set forth below are the main products and services recently introduced by the UGF Banca Group in the banking division:

UGF Banca

With respect to the banking division, in the financial year 2009, UGF Banca focused in particular on the retail sector with the goal to broaden the range of current account products dedicated to families (for example, Formula Easy, Formula Premium, Formula Free, Formula Top, Formula Web, Formula Due and Idea Senior). Further, a new line of current accounts and personal loans was created which is distributed by the authorized insurance agencies located in areas not served by branches of UGF Banca. In addition, a protection policy allowing the coverage of risks deriving from specified financial obligations undertaken by families (such as the purchase of a home) was created in collaboration with UGF Assicurazioni to meet the protection needs of families.

6.1.4 The distribution network of the Group

The Group product lines reflect in essence the integration logic with respect to the insurance division (the insurance sector and the bancassurance sector) and the banking division which is functional for a unitary and articulate offer aimed at satisfying the different customer requests. Such logic is consequently also reflected in the distribution channels of the Group, which are substantially divided into:

- traditional channels, represented by the network of insurance agencies and bank branches, as well as direct sales channels (head insurance agencies), for the distribution of standardised products as well as the more complex products, the placement of which requires the direct contact with the client, higher technical competences with respect to the characteristics of the product and a strong consultancy component;

- non-traditional or innovative channels for the distribution of standardized insurance products through online and/or telephone sale methods (through the specialized insurance company Linear);

- the channel of insurance brokers and financial salesmen;

- the bancassurance channel developed through the network of BNP Paribas, pursuant to a joint venture agreement for placement through the branches of Banca Nazionale del Lavoro (for further information relating to such agreement, see Section One, Chapter XXII, Paragraph 22.1 of the Prospectus).

Consistently with the described integration goal between the insurance and banking divisions, the distribution model adopted by the UGF Group is characterized by the strive for a strong integration between the respective channels of the two divisions, also achieved through the


92

placement (i) of standardized UGF Assicurazioni insurance products, mainly from the Life business line, through the bank branches of UGF Banca, and (ii) of standardized banking products of UGF Banca through the agencies of UGF Assicurazioni (as of December 31, 2009, 1,625 agencies distributed the banking products of UGF Banca).

The integrated distribution model for insurance and banking-investment products of the UGF Group was devised following the ascertainment of the increasingly strong convergence between banking and insurance needs and the necessity for clients to identify one single entity offering integrated solutions. The value of this system which aims at optimizing the significant cross selling opportunities offered by the relevant client pool of the respective insurance and banking divisions, is enhanced (i) by the so-called “integrated branches” (as of December 31, 2009, 180 branches), bank branches of UGF Banca with insurance agencies closely located, and (ii) by the finance shops, offices from where the financial salesmen of UGF Banca operate and which are logistically integrated into the insurance agencies, albeit with modalities to ensure the necessary operational separation.

As of December 31, 2009, the UGF Group is present on the entire national territory and operates through 4 head agencies, 2,168 agencies (monofirm and multifirm), 5,017 insurance sub-agencies and 299 bank branches, including 180 “integrated branches”, 28 finance shops and 374 financial salesmen.

The maps below show the geographic distribution as of December 31, 2009 of the insurance agencies and bank branches through which the UGF Group distributes its products.

45%

32%

23%

10

1

9

36 2

11 3

64

34 10 8

39 4

13 10 1

32

12

74

18

63

59

121

217

36 31 363 181

176 261

130

57

4

42 53

104 12

51%

26%

23%

166

Insurance agencies Bank branches


93

6.1.5 Future programmes and strategies

The future programmes and strategies of the Group are focused on the implementation of the initiatives set forth in the Business Plan. For further information, see Section One, Chapter XIII of the Prospectus.

6.1.6 Regulatory framework

UGF and all the Italian companies of the UGF Group are subject to the laws of the Republic of Italy, where almost the totality of the Group’s business is conducted.

The Issuer, as listed company, is also subject to the regulations and supervision of Consob and the rules of Borsa Italiana with respect to the requirements to maintain the listing as well as disclosure obligations of listed companies.

Regulations applicable to the insurance division

The fundamental principles governing the conduct of insurance activities are set forth in the Code of Private Insurance and the implementing provisions issued by ISVAP, in addition to the Testo Unico and the relevant implementation provisions for certain aspects relating to the investment products of Classes III and V. The Code of Private Insurance includes, among others, provisions regarding: (i) the authorization to conduct insurance activities; (ii) the acquisition of equity interests in insurance companies; (iii) the supervision and the criteria for capital adequacy; (iv) permitted equity interests held by insurance companies; (v) the transparency of operations and the protection of the insured party; (vi) the insurance group; (vii) the organizational and procedural structure, including internal audit, risk management, compliance and outsourcing of activities; (viii) the direct indemnification procedure for mandatory motor vehicle insurance. The rules issued by ISVAP also include the detailed rules implementing the provisions of the Code of Private Insurance.

Authorization to carry out insurance activities

Pursuant to Article 11 of the Code of Private Insurance, the conduct of insurance activities in the Life and Non-Life businesses, in accordance with the classification set forth in Article 2 of the Code of Private Insurance, is reserved to insurance companies.

Subject to the fulfilment of the conditions set forth in Article 14 of the Code of Private Insurance, ISVAP grants an authorization to the company intending to carry out insurance activities.

Acquisition of equity interests in insurance companies

Directive 2007/44/CE of September 5, 2007, converted into Italian law by Legislative Decree no. 21 of January 27, 2010 (the “Decree 21/2010”), introduced a highly harmonized regime of “procedural rules and criteria for the prudent evaluation of acquisitions and increases of equity interests in the financial sector”. The harmonization relates to banks, investment companies, insurance companies and reinsurance companies authorized in a country of the European Union.

With respect to insurance companies, the acquisition, under any form, of equity investments which result in the control or the possibility to exercise a significant influence on the company or which grant a quota of voting rights or of capital of at least 10%, taking into account the shares or quota already owned, is subject to the authorisation by ISVAP.

In addition, changes to equity interests are also subject to authorisation by ISVAP in the cases in which the quota of voting rights or capital reaches or exceeds 20%, 30%, or 50% and, in any case, if the changes result in the control of the insurance or reinsurance company.


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The authorization by ISVAP is also necessary for the acquisition of the control of a company that holds the equity interests described above. Such authorizations also apply to the acquisition, directly or indirectly, of control as a result of an agreement with the insurance or reinsurance company or a provision in its bylaws.

ISVAP grants the authorisation subject to the fulfilment of the conditions aimed at ensuring the sound and prudent management of the insurance or reinsurance company, and evaluates the quality of the potential acquirer and the financial strength of the acquisition project, also taking into account the possible effects of the transaction on the protection of policyholders by the company based on the criteria set forth in the Code of Private Insurance.

Pursuant to Article 70 of the Code of Private Insurance, ISVAP must be notified of every agreement in any form entered into with the purpose or effect of the concerted exercise of voting rights in an insurance or reinsurance company or its controlling company.

Supervision of the insurance sector and capital adequacy requirements

ISVAP performs the supervisory functions in the insurance sector through the exercise of the powers provided by the Code of Private Insurance, including powers to authorize, prescribe, ascertain, protect and restrain.

Pursuant to Article 3 of the Code of Private Insurance, the scope of the supervision is to ensure the sound and prudent management of insurance companies, transparency and proper conduct of companies, intermediaries and other operators in the insurance sector, while also considering the stability, efficiency, competitiveness and proper functioning of the insurance system, the protection of insured parties and other parties entitled to insurance services, and the information and protection of consumers.

In addition, ISVAP performs a prudential supervision through the constant assessment of the technical and financial situation of the relevant company, in particular with respect to the adequacy of technical reserves for the totality of activities carried out, the availability of adequate assets for the complete coverage of reserves and the possession of the solvency margin.

The role of ISVAP includes: (i) technical and financial monitoring and asset and liability management and monitoring solvency ratios; (ii) review of the financial statements; (iii) supervision of the activities of insurance intermediaries (including for example insurance brokers and agencies); (iv) granting authorisations to operate in the insurance sector; (v) applying disciplinary measures to insurance intermediaries registered with the Unified Register of Insurance Intermediaries (Registro Unico degli Intermediari Assicurativi) (RUI); (vi) applying monetary and interdictory administrative fines, including revoking the authorisation to conduct business; (vii) the power with respect to forced liquidation procedures for insurance companies; and (viii) communicating and collaborating with other European insurance supervisory entities. ISVAP is entitled to request information from the insurance companies and to conduct inspections. The Authority may also convene the Shareholders’ Meeting, the Board of Directors and the Board of Statutory Auditors to procure the adoption by these corporate bodies of the necessary measures to adapt the management of the insurance company to the requirements of applicable law.

The insurance companies must have sufficient technical reserves with respect to the obligations undertaken towards the ensured persons. In more detail:

(a) the companies operating in the Life businesses are required to have, for the Italian portfolio contracts, technical reserves, including mathematical reserves, in a sufficient amount so as to guarantee the obligations undertaken and future charges; the reserves must be recorded in compliance, among others, with actuarial principles and the implementing rules established by ISVAP;


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(b) the companies operating in the Non-Life businesses must create technical reserves which shall at all times be sufficient to meet the obligations deriving from the insurance contracts, to the extent reasonably foreseeable.

The technical reserves must be covered by assets owned by the company belonging to the categories permitted by ISVAP and be in compliance with the limits specified by the Authority.

In addition, the company’s solvency margin shall at all times be sufficient for the entire business activity, and shall be calculated in accordance with the ISVAP provisions. The available solvency margin is composed of the net worth of the company, net of intangible assets, free of any foreseeable encumbrance, and includes the elements set forth in Article 44 of the Code of Private Insurance.

One third of the required solvency margin represents the guarantee quota which must, in any event, exceed certain minimum thresholds.

Permitted equity interests held by insurance companies

Insurance companies may hold equity interests, including controlling shareholdings, in other companies, including companies which conduct activities not permitted for insurance companies.

Subject to certain conditions, the acquisition of shareholdings is subject to the prior authorization by ISVAP. The Code of Private Insurance provides for the obligation by the companies to notify ISVAP in a timely manner of the intention to acquire an equity interest in another company if such shareholding, individually or in the aggregate with other equity interests already owned, results in the control of the company, as well as the obligation to communicate in advance the intention to acquire any other equity interests if such equity interest, individually or in the aggregate with other equity interests already held, is consistent with shareholders’ equity or the total of investments of the insurance or reinsurance company or with respect to the amount of voting rights or the relevance of the other rights pursuant to which it is possible to exercise an influence on the company in which an interest is held.

Transparency of transactions and protection of the insured party

In accordance with Article 183 of the Code of Private Insurance, the companies and intermediaries shall, in connection with the offering and performance of contracts:

(a) act in a diligent, fair and transparent manner towards the contracting parties and the policyholders;

(b) obtain the required information from the contracting parties to assess the insurance or pension needs and operate in such a manner as to ensure that the parties are always adequately informed;

(c) organise a structure so as to identify and avoid conflicts of interest where reasonably possible, and, in situations of conflict, act in a way to grant the policyholders the necessary transparency with respect to the possible unfavourable effects and in any event always manage conflicts of interest in such a way to exclude any prejudicial effect on them;

(d) establish an independent, sound and prudent financial management and adopt the appropriate measures to safeguard the rights of the contracting parties and the policyholders.

In more detail, the insurance companies must comply with the provisions of the Code of Private Insurance and the regulatory provisions issued by ISVAP with respect to the rules of conduct applicable in relationships with contracting parties, and in particular the obligation of pre-contractual disclosure.

It should also be noted that on May 26, 2010, ISVAP issued a new regulation on the “Disclosure obligations and advertisement of insurance products” which sets forth, among other things,


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provisions governing conflicts of interest relating to the role of beneficiary of the insurance services and of intermediary in the relevant agreement.

With respect to financial products issued by insurance companies (unit-linked and index-linked life insurance contracts, capitalisation contracts, excluding individual pension plans), the provisions of Article 25-bis of the TUF with respect to general criteria for the provision of services and investment activities and contracts, and the related implementing provisions issued by Consob shall apply.

With respect to open-end pension funds and individual pension plans created/managed by insurance companies, the provisions of Legislative Decree 252/05 and the detailed regulations issued by COVIP shall apply, among others.

Regulations regarding the insurance group

Pursuant to Article 82 of the Code of Private Insurance, the insurance group is alternatively composed of (a) the Italian insurance or reinsurance parent company and the insurance, reinsurance and ancillary companies controlled by it, or (b) the Italian shareholding insurance or reinsurance parent company and the insurance, reinsurance and ancillary companies controlled by it.

ISVAP maintains a register of the insurance groups and exercises certain powers with respect to the parent company. Among other things, ISVAP ascertains that the bylaws of the parent company do not conflict with the sound and prudent management of the group, has the power to ascertain the existence of an insurance group and its inclusion in the register, may adopt provisions with respect to the parent company, through special rules or decrees, regarding the insurance group as a whole or its entities, and relating to adequate risk management procedures, including efficient administrative and accounting procedures, and appropriate internal control mechanisms.

With respect to insurance groups, ISVAP has issued Regulation no. 15 of February 20, 2008, regarding in particular the structure, the functioning and the organization of the group, including the powers of the parent company, the restructuring project of the group, the keeping of the register, and the disclosure of the enrollment therewith.

Regulations regarding internal controls, risk management, compliance with applicable laws and outsourcing of activities

ISVAP regulation no. 20 of March 26, 2008 sets forth the regulations regarding the internal control system, and in particular, the internal audit, risk management and compliance. In more detail, it includes regulations regarding the roles of the involved corporate bodies and business functions and establishes the principles regarding the different departments for the control functions.

In addition, the outsourcing of activities is regulated and must comply with certain criteria, and subject to certain conditions must be notified to ISVAP, either in advance or subsequently. Moreover, the outsourcing is permitted if the nature and quantity of outsourced activities and the method of the assignment do not result in the assigning company being deprived of any function, save for the prohibition to outsource the activity of risk underwriting and without prejudice, in any event, to the liability of the corporate bodies and the senior management of the company.

Regulations regarding the direct indemnity procedures with respect to mandatory motor vehicle insurance

The direct indemnity system was established pursuant to Article 149 of the Code of Private Insurance, which provides that in the context of the mandatory insurance for motor vehicles, in certain cases, the damaged party may request and shall obtain the indemnity directly from the


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insurance company which entered into the contract relating to the vehicle used by the damaged party, as opposed to the insurance company which entered into the contract relating to the vehicle used by the damaging party.

In more detail, it is provided that in case of an accident between two motor vehicles identified and insured for mandatory third party liability which resulted in damages to the vehicles involved or their drivers – in the second case within certain limits – the damaged party shall submit the indemnification request to the insurance company which stipulated the contract relating to the vehicle used by such damaged party.

The direct indemnity procedure, which relates to damages to the vehicle as well as damages to carried goods owned by the insured party or the driver, also applies within certain limits to damages suffered by the driver who is not responsible for the accident. The procedure does not apply to accidents involving vehicles registered abroad and to the indemnification for the damages suffered by a third party passenger.

With respect to the direct indemnity procedure, following the receipt of the request for direct indemnification, the company which stipulated the contract relating to the vehicle used by the damaged party is required to liquidate the damages on behalf of the insurance company of the vehicle responsible for the accident, with the subsequent settlement between such companies. Such settlement shall take place, in accordance with Presidential Decree 254/2006, through a special clearing house, through lump sum payments determined on the basis of the appropriately gathered average cost of accidents.

In connection with the implementation of the Code of Private Insurance and the mentioned Presidential Decree 254/2006, the insurance companies have entered into the Convention among Insurers for Direct Indemnity (Convenzione tra Assicuratori per il Risarcimento Diretto) (“Card”), for the purpose of regulating the organizational and financial relations in connection with the management of the direct indemnification.

Regulations of the banking division and the investment services

The fundamental principles governing the conduct of banking activity are included in the TUB and the Supervisory Instructions issued by the Bank of Italy (Istruzioni di Vigilanza). The TUB includes, among others, provisions regarding: (i) the authorization to carry out banking activities, (ii) the acquisition of equity interests in banks and (iii) banking supervision and capital adequacy requirements. The Supervisory Instructions set forth the detailed provisions with respect to the general principles of the TUB.

Authorisation to carry out banking activity

Article 10 of the TUB provides that deposit taking from the public and the lending activity constitute the banking activity. Pursuant to Article 14 of the TUB, the Bank of Italy authorizes the banking activity upon fulfilment of all the conditions set forth therein and pursuant to Article 13 of the TUB registers all banks authorized to carry out banking activities in Italy in a specific register managed by the Bank of Italy.

Acquisition of equity interests in banks

In compliance with the provisions of the TUB, as amended last by Legislative Decree 21/2010, the persons which intend – individually or in the aggregate – to acquire, directly or indirectly, equity interests in banks or parent companies, are required to request the authorisation pursuant to Article 19 of the TUB, if, together with the equity interests already held, this would result in:

(a) an equity interest equal to or in excess of 10% or reaching or exceeding the thresholds of 20%, 30% and 50% of the share capital or voting rights;


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(b) the possibility to exercise a significant influence on management;

(c) obtaining control, independently of the amount of the equity interest.

Based on Article 19 of the TUB, in order to guarantee the sound and prudent management of the bank to be acquired, the Bank of Italy analyzes the quality of the potential acquirer and the financial strength of the acquisition project. The analysis is carried out based on the criteria established by the TUB.

In the case of the acquisition of equity interests by entities that conduct significant commercial activities in sectors other than the banking or finance sectors, including through subsidiaries, for the purposes of the analysis of the authorisation request, the general professional expertise in the management of equity interests, or, considering the degree of influence on the management which the stake to be acquired would entail, the specific professional expertise in the financial sector, shall be ascertained.

In addition, the Bank of Italy shall be notified of any agreement in any form relating to the joint exercise of voting rights in a bank or in the company controlling such bank, in accordance with the procedures and term set forth in Article 20 of the TUB and in the Supervisory Instructions.

Banking supervision and capital adequacy requirements

Pursuant to Article 51 and following of the TUB, all banks are subject to supervision by the Bank of Italy. The Bank of Italy performs reporting, regulatory and inspectional supervision activities with respect to the entities it supervises.

The Bank of Italy supervises banks, asset management companies, stock brokerage companies, and other supervised persons, to ensure the sound and proper management of the supervised entities, the overall stability, the efficiency and the competitiveness of the financial system, and the compliance with regulations relating to credit and finance. The Bank of Italy also has certain competences with respect to transparency of contractual conditions.

The supervisory controls are mainly based on gathering and reviewing documents and statistical and accounting data which the supervised entities send to the Bank of Italy, and on inspections, which consist of assessments conducted by officers of the Bank of Italy at the banks’ and the other financial intermediaries’ premises.

The capital adequacy of banks is regulated by a specific EU-derived regime implementing the determinations adopted by the Basel Committee of the New Basel Capital Accord. In particular, in January 2001, the Basel Committee published the recommendations for the revision of existing international capital adequacy standards for banks (Basel II). These were definitively approved and adopted by Directives 2006/48/CE and 2006/49/CE and entered into force on January 1, 2007.

The Italian government implemented the above-mentioned directive through Legislative Decree no. 297 of December 27, 2006, subsequently converted into Law no.15 of February 23, 2007. Pursuant to such law, the general provisions issued by the Bank of Italy governing capital adequacy must provide that the banks are able to use: (i) credit risk evaluations by external companies or entities; for this purpose the provisions also govern the requirements of technical expertise and independence that such entities must have and the respective assessment methods; and (ii) internal risk measurement systems to determine capital requirements, subject to prior authorisation by the Bank of Italy.

In connection with the implementation of such law, the Bank of Italy issued Circular no. 263 of December 27, 2006, as subsequently amended.

Permitted equity interests held by banks

Banks are permitted to invest in financial and industrial companies in accordance with the rules and limits set forth in the Supervisory Instructions by the Bank of Italy in the exercise of its regulatory supervisory functions. In general, equity interests acquired by banks may not exceed, in


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the aggregate, the margin available for investments in equity holdings and real estate (the available margin is determined by the difference between the Regulatory Capital and the sum of the equity holdings and real estate, held in whatever form).

The Supervisory Instructions provide for the prior authorisation by the Bank of Italy for the acquisition by banks of equity interests greater than 10% of the Regulatory Capital of the acquiring bank or greater than 10% or 20% of the share capital (or the percentage that would entail acquisition of control) of the acquired bank, financial or insurance company, and for the acquisition of equity interests in ancillary companies.

In addition, equity interests in companies other than banks or financial or insurance companies (so-called “industrial” companies) may not, in the aggregate, exceed 15% of the Regulatory Capital of the bank, and, with respect to investments in a single non-financial company or group of companies, they cannot exceed 3% of the Regulatory Capital of the bank or 15% of the share capital of the target company. Such latter percentage shall not apply if the value of the equity interest is less than 1% of the Regulatory Capital of the investing bank, or if the sum of investments greater than 15% held by the bank is less than 1% of the Regulatory Capital of the bank.

Investment services

Pursuant to Article 1, paragraph 5 of the TUF, investment services and activities are defined as the following activities performed in connection with financial instruments (i) dealing for own account; (ii) execution of orders for clients; (iii) subscription and/or placement with a firm commitment underwriting or with standby underwriting commitment to issuers; (iv) placement without firm or standby commitment to issuers; (v) portfolio management; (vi) receipt and transmission of orders; (vii) investment consultancy; (viii) management of multilateral trading systems.

Pursuant to Article 18 of the TUF, the professional exercise of investment services and activities vis-à-vis the public is reserved, among others, to banks and investment companies (or stock brokerage companies and EU and non-EU investment companies).

Article 21 of the TUF defines the general criteria to be observed in performing investment services and activities, while Article 22 of the TUF governs the regime of separation of assets, that is, the obligation to keep the financial instruments and the sums of money of individual customers, held for whatever reason by the authorised entity, separate from the capital of that entity and from that of other customers.

Article 23 of the TUF provides for the obligation to draw up contracts relating to the performance of investment services in writing and to provide one copy to customers. The rules of conduct for authorised entities towards customers are specifically governed by the Intermediaries Regulation (Regolamento Intermediari).

With respect to investment services and activities, the supervision over authorised entities is carried out by the Bank of Italy and Consob. More in detail, the Bank of Italy is responsible for risk management, financial stability and the sound and prudent management of intermediaries, while Consob is responsible for transparency and proper conduct.

Through its rules, Consob governs the obligations of authorised entities with respect to transparency, disclosure obligations in providing investment services and activities, the methods and criteria to be adopted for disseminating advertisements, promotional communications and researches with respect to investments, disclosure obligations towards customers, and proper conduct. With respect to investment services and activities as well as asset management, the Bank of Italy and Consob jointly govern and issue regulations with respect to the obligations of the authorised entities regarding general organizational requirements, continuity of business, administrative and accounting organization, procedures for providing proper and transparent


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investment services and activities, including internal control procedures as well as asset management, compliance with applicable laws, business risk management, internal audit, liability of senior management, treatment of complaints, personal transactions, outsourcing of essential or relevant operational functions or services or activities, management of conflicts of interest potentially prejudicial to clients, maintenance of records, and procedures for the perception or payment of incentives including internal control procedures.

The Bank of Italy and Consob, within the context of their respective competences, may intervene with respect to authorised entities, also through the call of collegial bodies, or the ordering of a suspension or temporary limitation of the issuance or the reimbursement of the quotas or shares of OICR.

Door-to-door distribution of investment services

Pursuant to Article 30 of the TUF, door-to-door selling shall mean the promotion and placement with the public of: (i) financial instruments in a place other than the registered office or the establishments of the issuer, the offeror or the person appointed to carry out the promotion or placement, and/or (ii) investment services and activities in a place other than the registered office or the establishments of the provider, promoter or seller of the service. An offer made to professional customers, as identified pursuant to Article 6, paragraphs 2-quinquies and 2-sexies of the TUF, does not constitute door-to-door sales.

Door-to-door selling of financial instruments or investment services may be carried out only by entities authorised to conduct placement services (with or without firm commitment underwriting or standby commitment vis-à-vis the issuer) and by asset management companies, harmonized management companies, and open-end investment companies, and is limited to own shares and quotas of mutual funds.

Investment companies and banks, among the other entities, may distribute door-to-door their own investment services and activities. If the offer relates to services and activities provided by other intermediaries, banks must be authorized to perform placement services.

The effectiveness of door-to-door placement contracts of financial instruments (except instruments regarding public offerings for sale or subscription of shares with voting rights or other financial instruments granting the right to acquire or subscribe for such shares, provided the shares or financial instruments are traded on Italian regulated markets or countries of the European Union) or for the management of individual portfolios is suspended for a period of seven days from the date of subscription by the investor. Within this period, the investor may communicate his/her own withdrawal without expense or compensation to the financial salesman or authorised person; this right shall be indicated in the documents or forms provided to the investor. The same regime applies to door-to-door contractual recommendations. Pursuant to Article 31 of the TUF, authorised persons shall make use of financial salesmen for door-to-door sales who must be registered in a specific consolidated register kept by an organisation established by the professional associations representing financial salesmen and authorised persons. The activity of the financial salesman must be conducted exclusively in the interest of one entity, which shall be responsible jointly for any damages caused to third parties by the financial salesman, even if the damages are a result of the liability of the financial salesman as assessed in a criminal proceeding. In performing their activities, financial promoters are required to comply with the rules of conduct and disclosure vis-à-vis investors established by Consob in its regulation.


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Additional relevant regulation

Regulation regarding financial conglomerates

The Issuer is a company belonging to a Financial Conglomerate and as such is also subject to the regulation set forth in Legislative Decree 142/2005, relating to additional supervision with respect to companies belonging to a Financial Conglomerate.

The purposes of such additional regulation include the safeguarding of the stability of the conglomerate as a whole and of the companies, whether regulated or unregulated, which belong to such conglomerate, as well as the prevention of the destabilising effects on the financial system of financial difficulties experienced by companies belonging to a Financial Conglomerate.

The mentioned law also governs, among others, the identification by the supervisory authority responsible for the coordination and exercise of the additional supervision of the cooperation and the exchange of information among the competent authorities exercising supervision with respect to regulated companies belonging to the conglomerate, the additional capital adequacy requirements, risk concentration, intragroup transactions and internal controls.

Regulations against money laundering

Certain entities, including banks, insurance companies operating in the Life businesses, and stock brokerage companies are subject to the provisions of the regulations against money laundering, contained mainly in Legislative Decree no. 231 of November 21, 2007, concerning the “Implementation of Directive 2005/60/CE on the prevention of the use of the financial system for the purpose of money laundering and terrorist financing and of Directive 2006/70/CE laying down implementation measures therefor”.

In particular, the banks, insurance companies, and certain other entities are required to:

(i) adequately identify and verify their customers (using especially rigorous procedures of identification and verification in certain situations that are considered more exposed to the risk of money laundering and terrorist financing);

(ii) establish the Consolidated Computer Archive (Archivio Unico Informatico);

(iii) record and preserve the identifying data and other information related to relationships and transactions in the Consolidated Computer Archive;

(iv) send the compiled data to the Financial Information Unit (Unità di Informazione Finanziaria);

(v) notify any suspicious transactions;

(vi) establish internal control measures and ensure adequate training of employees and collaborators, also to deepen the knowledge of their own customers, in order to prevent and impede the carrying out of money laundering transactions.

Regulations regarding pension funds

The main law on supplementary pension funds is included in Legislative Decree 252/2005, pursuant to which the regime applicable to the sector was amended as a whole, and which was initially included in Legislative Decree no. 124 of April 21, 1993.

This decree reformed the existing structure of supplementary pensions and unified in one single law the provisions applicable to all forms of supplementary pension (occupational pension funds,


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open-end pension funds, individual pension plans). The detailed rules are included in the regulatory laws and in the instructions issued by COVIP.

The activity of establishing/managing open-end pension funds and individual pension plans as well as the management of the assets of the occupational pension fund is subject to supervision by COVIP, which was established with the purpose of ensuring transparency, proper conduct and sound and prudent management of the forms of supplementary pension.

Notwithstanding the supervision by the respective control authorities regarding the stability of authorised entities, COVIP supervises, also through the issuance of general and specific instructions, all forms of supplementary pension funds, and holds powers for reporting supervision. The Authority may also convene at its offices the administrative and control bodies of the supplementary pension funds, request the call of the administrative and control bodies of the supplementary pension funds, set the agenda, and forbid the activity of supplementary pension funds upon the occurrence of certain conditions.

Consumers code

To conclude, the relations with customers relating to financial services are governed by, among others, the provisions of Legislative Decree no. 206 of September 6, 2005 (the “Consumers Code”). The Consumers Code includes, among others, provisions for the protection of the consumers, such as, among others, unlawful provisions in contracts with consumers, the stipulation of contracts outside of commercial premises, the sale of financial services through remote communication techniques, and improper commercial practices.

6.2 Main markets and competitive position

Insurance Division

The relevant market of the insurance companies of the UGF Group is the Italian insurance market, the fourth largest insurance market of the European Union in 20089 with total premiums from direct business amounting to approximately Euro 92,000 million, representing approximately 9.44% of the European premium income.

With respect to the insurance market in Italy, the year 2009 was characterized by the diverging performance of the two main groups of business lines: the premium income of the Life business lines reached a historical high (approximately Euro 81,120.4 million10, an increase of 48.711% compared to 2008), while the Non-Life business lines recorded a decrease of approximately 2%12.

The performance of premium income in the Life business lines in 2009 was favoured by two positive aspects, which characterized the difficult relevant economic context: the low level of interest rates and the increase of the propensity to save by families. In this context, both banks and networks of financial salesmen recorded a significant increase of premium income. Data from Ania13 relating to new individual policy business have shown that (i) the placement by credit institutions recorded an increase of 66% compared to 2008, and (ii) the growth rate of premium income by financial salesmen had increased by 250% compared to the prior year. The agency channel recorded an increase of 6% with respect to the new business of individual policies. The

9 Source: Ania: Annual Report “Italian insurance 2008/2009” including data relating to 2008. 10 Source: ISVAP: Circular letter of April 13, 2010 “Gross earned premiums for the fourth quarter of 2009 by national insurance companies and the representative offices in Italy of foreign insurance companies.” 11 See note 9 above. 12 See note 9 above. 13 Source: Ania, “New production Life” Sector individual policies – Annual recapitulation (2009).


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favourable conditions of the financial markets have also determined the success of traditional products (separate management and contracts with specific funding) mainly included in Class I (new production +164%) and Class V (+106%) to the detriment of linked type products: the new production of Class III has suffered a decrease of almost 62% compared to 2008.

The analysis of the data relating to the Non-Life business lines showed the continued deterioration also in 2009 of the technical statement of the main Non-Life business line: the business line Motor Third Party Liability. Following the effect generated in the past years by several government decrees, the extreme competition led to a reduction of the average policy premium, which jeopardized the technical results of the division. Premium income decreased by 3.4%14 in 2009 compared to 2008. An effect related to the increase of fraudulent conduct, favoured also by the difficult economic context, also contributed to the significant worsening of the technical ratios of the Motor Third Party Liability business line.

In the year 2009 the Italian insurance companies had to face the deterioration of the technical statements of the Non-Life business lines, and in particular Motor Third Party Liability. The data presented by many of the main groups operating in Italy shows a combined ratio well in excess of 100%, in a year in which financial income did not allow to compensate high technical losses. In this context, the insurers introduced important tariff adjustments aimed at achieving sustainable levels in their income statements. With respect to organizational interventions, restructurings of the agency distribution networks and the settlement structures of the companies are being carried out.

This unfavourable picture was completed by the crisis in the automobile market, the effects of which were partially compensated by government incentives. The decrease of registrations of new vehicles has restrained the premium income in the Land Motor Vehicles business line (which decreased by 2.1%15 in 2009). Such factor, together with an increase of damages caused by meteorological events contributed to the drastic reduction of the profitability of this business line, which traditionally had served as reserve of technical profit for Italian insurance companies.

Starting from the second half of 2009, the Non-Motor component of the Non-Life business linked to the world of companies was negatively affected by the uncertain phase of the economic cycle. The progressive decline of activity resulted in a reduction of insurable volumes, which was particularly relevant in the Goods in Transit business line, which recorded a 6.2%16 decrease in 2009%. The business lines Credit and Bonds, in turn, were penalized by a general resizing of the credit worthiness of companies. In addition, a wide-spread increase of claims was registered due to the diffusion of fraudulent practices related to the critical times faced by different sectors of the Italian entrepreneurial class. Weather related events contributed to the increase of the ratio of claims over premiums also in this class.

As of December 31, 2009, the UGF Group was ranked fourth17 among insurance companies operating in Italy in the Life and Non-Life businesses, with a market share of 8.9%.

In the insurance market of Non-Life business lines, the UGF Group was ranked fourth in 2009 by absolute terms as well as by the Motor business line, with direct premium income of, respectively:

(i) Euro 4,260 million, with a market share of 11.6%18;

(ii) Euro 2,522 million, with a market share of 12.5%19.

14 See note 9 above. 15 See note 9 above. 16 See note 9 above. 17 Source: Ania, Annual Report “Premium income from direct Italian business 2009”, chart “Premium income from Italian direct business by group of companies, pursuant to the principle of control exercised by a single entity”. 18 See note 16 above. 19 Internal calculations on Ania data, Annual Report “Premium income of direct Italian business 2009”, chart “Premium income from Italian direct business by group of companies according to the Register of Groups of ISVAP”.


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In addition, still in 2009, the UGF Group was ranked second in the Sickness business line with a market share of 14.5%20.

In 2009, the UGF Group was ranked sixth in the Life insurance market with direct premium income amounting Euro 5,240 million and a market share of 6.5%21. In 2009, the UGF Group was ranked fifth in Class I, with premium income of Euro 3,943 million and a market share of 6.1%22, while it was first in the segment of premium income from pension funds, with a market share of 26.2%23.

Banking division

The relevant market of the banking division of Gruppo Bancario UGF Banca is the Italian banking market, which in 2009 ranked fourth in the Euro Area24 for total customer deposits with an amount of approximately Euro 1,212,800 million, representing approximately 12.1% of total deposits, and ranked fourth in the Euro Area with respect to assets issued to “other residents”25, with an amount of approximately Euro 1,587,000 million, representing 14.8% of total assets issued to “other residents”.

At the end of 2009, according to the Bank of Italy26, the deposits of residents in Italy amounted to approximately Euro 1,168,372 million, an increase of 7.8% compared to the end of 2008, and loans amounted to Euro 1,799,799 million at the end of 2009, an increase of 2.2% compared to 2008. The decrease of financings issued to non-financial companies (-2.4%) is indicative of the economic climate. Compared to twelve months ago, gross doubtful debts increased by 42.9% and net doubtful debts increased by 66%. Adjustments to bank financial statements have resulted in a reduction of the ratio between net doubtful debts and loans of around 2%.

In its May Statistical Bulletin27, the Bank of Italy indicates that in February 2010 bank loans issued to the private non-financial sector was substantially unchanged from the same period of last year. After dividing the figures by clients, it appears that loans issued to families increased by 7.5% in the last twelve months, while financings to companies decreased by 2.9%. There are also significant differences between the different categories of credit institutions: in the period February 2009 – February 2010, the Economic Bulletin28 of the Bank of Italy indicates that the five top national banking groups show a reduction of the stock of loans of 4.1% while the other intermediaries record an increase of 2.1%.

The February 2010 data from the Bank of Italy29 still show a stable development of direct customer deposits of banks, the most dynamic component being bonds issued by banks (+6.5% in approximate terms). The volume of repurchase agreements, however, decreased (-5.8%).

In the last months, interest rates on new financings have slightly decreased with respect to loans to businesses (a decimal point less for short term issues), as well as with respect to loans to families (two decimals for fixed rate loans). In parallel, revenues from bank bonds have experienced a drop.

20 Source: Ania, Annual Report “Premium income from direct Italian business 2009”, chart “Premium income from direct Italian business by group of companies pursuant to the Register of Groups of ISVAP”. 21 See note 16 above. 22 See note 19 above. 23 See note 19 above. 24 Source: Bank of Italy, Statistics of the Euro System: aggregate of Euro Area and national contributions, April 29, 2010. 25 Residents of the Euro area, excluding the IFM, public administrations, other financial institutions, insurances and pension funds. 26 Source: Bank of Italy, Statistical Bulletin no. 22 of May 10, 2010, TSC20200, TSC20400 and TSC20500 tables. 27 Source: Internal calculations on Bank of Italy data, Statistical Bulletin no. 22 of May 10, 2010. 28 Source: Bank of Italy, Economic Bulletin no. 60 – April 2010. 29 See footnote 26.


105

The loan quality remains negatively influenced by the weak economic dynamics. Some preliminary data30 relating to the first two months of 2010 show an increase, compared to the same period of the prior year, of the exposure towards debtors reported in financial distress for the first time. Signs of improvement from the manufacturing sector are balanced by the worsening recorded in the other divisions, including consumer families.

The profitability of the sector is expected to decrease as a result of the many continuing difficulties in the income statement (adjustments for deteriorated loans), as well as the capital strengthening required to face the increased risk level in which the credit institutions operate.

Further, in this general picture, the banks have contributed to contrast the difficulties for businesses and families resulting from the crisis through a package of measures elaborated both independently and at a systematic level. For businesses, the agreement between the Minister of the Economy, ABI and the business representatives (the so-called Avviso Comune) should be noted. This agreement enables the postponement by up to 270 days of the due dates of short-term loans, in addition to the suspension for 12 months of payments of the capital quota for loans. This is followed by a moratorium for debts by households: from February 1, 2010 to January 31, 2011, families which were affected by an unfavourable event (in particular with respect to the labour market) may request the suspension of the loan instalments for a period of up to 12 months during the two-year period 2009-2010.

6.3 Exceptional events

Except as described in detail in Section 1, Chapter IV of the Prospectus, as of the date of the Prospectus no exceptional events occurred which influenced the activities of the UGF Group.

6.4 Dependence on patents or licenses, industrial, commercial or financial agreements, or new manufacturing processes

The activity of the UGF Group is not dependent on patents or licenses, industrial, commercial or financial contracts, or new manufacturing methods.

6.5 Internal control system and risk management

6.5.1 The internal control system

The internal control system of the Group, the corporate bodies and company functions involved in the management of the Group and the tasks and responsibility levels assigned to them are set forth in the “Directives on the Internal Control System” adopted by the Board of Directors of UGF in December 2008 (as subsequently supplemented and amended) in compliance with the provisions of applicable laws applicable to UGF and the insurance and banking companies of the UGF Group, as well as the Corporate Governance Code and the Group Corporate Governance Code.

The system operates on three levels: line monitoring, risk management and internal auditing:

- line monitoring: consist in controls carried out by whoever carries out a particular activity or by whoever is responsible for supervising it, generally within the same organisational unit. These are the checks carried out by the same production departments or incorporated into the automated procedures, or carried out as part of back office activities, They are referred to as first-level controls;

- risk management: is constituted of specific activities entrusted to structures other than operational structures in order to help determine the procedures for measuring risks and to

30 Source: ABI – Monthly Outlook – Economy and financial-loan markets, April 2010.


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check compliance with limits placed on various operational functions, to identify possible corrective and/or risk-mitigation actions and to monitor whether operations are in line with the objectives and the level of risks established by the relevant corporate bodies. In particular, controls on underwriting risks, credit risks, financial and investment risks, operational and reputation risks as well as the risk of non-compliance with regulations are included in this category. They are referred to as second-level controls;

- internal auditing: this function assesses the completeness, functionality and adequacy of the internal control system (including first-level and second-level controls). This activity is referred to as third-level control.

6.5.2 Risk management

The Directives on the Internal Control System include as relevant component, among others, the Risk Management Policy, which introduces specific guidelines for the management of risks deriving from the business carried out by the main UGF Group companies, and has the following general objectives:

- helping Group management to make strategic choices;

- improving the process of identifying and managing risks;

- introducing an effective procedure for analysing and measuring risks at Group level;

- increasing the level of knowledge and awareness within the Group of the various types of risk;

- promoting risk management awareness within the Group.

Within the Group, risk management is carried out through the following stages: (i) identification, (ii) measurement, (iii) control and (iv) mitigation.

(i) Identification

The significant risks, or those risks the consequences of which can undermine the Group’s solvency or constitute a serious obstacle to achieving its business objectives, are identified through a procedure that takes into account both Group structure and the specific nature of the types of business managed by the various operational companies, whether insurance or banking companies. In particular, the types of risks identified are the following:

(a) technical - insurance risk (underwriting and reserving risk) Non-Life and Life, which includes:

- underwriting risk, deriving from the underwriting of insurance contracts, related to the covered events, the processes followed for the pricing and selection of risks, the unfavourable development of actual claim frequency compared to estimated claim frequency;

- reserving risk, related to the quantification of technical reserves;

- reinsurance risk, deriving from inadequate reinsurance coverage;

- catastrophe risk, deriving from the possibility that a single event of high impact (or a chain of events occurred within a short period of time) could produce a number of significantly more serious claims than expected or for a higher amount than estimated;

- insurance concentration risk, deriving from an excessive concentration vis-à-vis individual counterparties or group of associated counterparties, or counterparties belonging to the same economic and/or geographic area.

(b) financial risk, which is divided into the following two categories:


107

- market risk, or the risk of losses due to variations in interest rates, share prices, exchange rates, real estate prices and credit spreads;

- liquidity risk/ALM;

(c) credit risk;

(d) operational risk;

(e) emerging risks, i.e. risks which have not yet occurred but for which the Group could, in the short term, have increased knowledge and awareness. The typical emerging risks do not have a historical reference series and have a low probability of occurring, and thus a high time horizon;

(f) other risks, which include the types of risks which are not covered by the categories mentioned above, i.e. the risk related to being part of the Group, the risk of non-compliance with applicable laws and reputation risk.

(ii) Measurement

The measurement phase consists in the valuation of the risk and the quantification of the incidence of a potential event on the achievement of the business objectives. The measurement of risks occurs by means of a combination of several methods:

- solvency I: a regulatory method used in the insurance division, which introduced the minimum capital requirement (minimum solvency margin) and relates it to indicators such as premium income and claims, mathematical provisions and capital at risk;

- stress test: quantitative techniques by means of which insurance companies assess their vulnerability to extreme but plausible events, which enable to obtain additional information on the own actual exposure to various risk factors, contribute to providing a better evaluation of the adequacy of capital resources and suggest strategies and procedures for responding to such extreme events;

- internal model for measuring the internal capital solvency requirement, pursuant to Directive 2009/138/CE (the “Solvency II Directive”). Such European directive establishes, among other things, a new solvency regime for businesses and insurance groups to be applied as of November 1, 2012, which, compared with the regime currently in effect, places major emphasis on the quality of risk management and the soundness of internal controls. The relevant companies will be required to conduct an internal evaluation of their own risk and solvency through their own risk management system (“ORSA, Own Risk and Solvency Assessment”), regarding the global solvency need, taking into account the specific risk profile, the risk tolerance thresholds approved by the Board of Directors and the operational strategy of the company. In this context, the Group has begun to introduce an internal model for evaluating and calculating the risks identified which uses sophisticated financial and actuarial analysis tools. Combining these risks in the internal model provides a holistic evaluation of the business risks of the company, and ascertains the capital absorbed by the various business units of the Group. For every identified risk the procedures for evaluating, measuring and allocating capital are formalised. The measurements are obtained through the application of the VaR method at the regulatory level (level of confidence of 99.5%) and the management level, with a confidence level related to the objective rating of the Group (level of confidence of 99.95%).

- Basel II: regulatory method in force for the measurement of capital adequacy by banks. The Gruppo Bancario UGF Banca belongs to the class 2 category of banks (“Banking groups and banks which use the standard methods, with consolidated or individual assets exceeding Euro 3.5 billion, respectively”). Gruppo Bancario UGF Banca has deemed it adequate to follow the instructions provided by the Bank of Italy in Circular no. 263 of December 27, 2006, adopting the easiest methodological solutions permitted for


108

intermediaries of their class, with choices aligned to regulatory practice, so as to favour the dialogue with the supervisory body as much as possible.

(iii) Control

The control of risks is carried out through an internal and external reporting system. Internal reporting represents a strategic instrument for the monitoring, protecting and planning strategies with respect to actions relating to the capital and risk management. With respect to external reporting, a Risk Report is published every six months, together with the consolidated financial statements and the half-yearly financials, so as to provide additional information and support, including with respect to the risk appetite.

(iv) Mitigation

Risk Management also consists in identifying and proposing to the administrative body and senior management actions and/or interventions necessary and/or useful for mitigating current or forecasted levels of risk that are not in line with the risk objectives determined for the business. Hedging operations and reinsurance are among the different forms of risk mitigation.


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CHAPTER VII ORGANIZATIONAL STRUCTURE

7.1 Description of the Group to which the Issuer belongs

The Company is controlled by Finsoe in accordance with Article 93 of the TUF and Article 2359, paragraph 1, no. 1) of the Italian Civil Code. Finsoe, in turn, is controlled by Holmo. The latter is also the controlling company of the Unipol Financial Conglomerate. The Unipol Financial Conglomerate is comprised of Holmo, the latter’s direct and indirect subsidiaries (including Finsoe, UGF and the other companies of the UGF Group).

Neither Finsoe nor Holmo perform steering and coordination functions with respect to UGF in accordance with Articles 2497 and following of the Italian Civil Code.

The Issuer, a holding company of equity investments and services, is the parent company of the UGF Group. It performs the steering and coordination functions in accordance with Articles 2497 and following of the Italian Civil Code with respect to (i) the direct or indirect subsidiaries operating in the insurance sector (UGF Assicurazioni, Linear, Unisalute, Navale Assicurazioni, Navale Vita and the auxiliary companies); (ii) Unipol SGR, as well as (iii) UGF Banca, the parent company of the UGF Banca Banking Group. In particular, the Board of Directors of UGF performs steering and coordination functions through the establishment of policies and guidelines for the governing bodies of such Group companies, also to ensure compliance with legal, supervisory and regulatory provisions applicable to the respective businesses.

Pursuant to the organizational structure adopted by the Group, following the restructuring process described in Section One, Chapter V, Paragraph 5.1.5 of the Prospectus, UGF performs the functions and was assigned the structures related to its status of holding company (including, among others, the centralised functions of internal audit, risk management and compliance). As a result, the corporate bodies and the structures of the holding company constitute the key management structures of the Group and are responsible for the adoption of strategies as well as the coordination and control policies for the operational companies, to ensure its consistent management (see Section One, Chapter XIX, Paragraph 19.3 of the Prospectus). The adopted organizational structure also provides that, in order to strengthen the supervision and coordination of the Group companies and thus the consistency of overall management, certain head reference persons of the holding company hold senior management roles in the main operational companies and are in charge of the business areas of such companies.

In accordance with the guidelines adopted by the corporate bodies of UGF and, in any case, on the basis of the independence of the management bodies of the subsidiaries, the operational strategies are determined and coordinated by internal bodies and committees, including cross bodies and committees to both divisions of the Group and composed of representatives of UGF and the operational companies. Such internal bodies and committees are in charge of determining the management policies for each business area and the main corporate functions.

The graph set forth below shows the organisational structure of the UGF Group at the date of the Prospectus.


110

UGF ASSICURAZIONI

BOLOGNA

UNISALUTEBOLOGNA

UGFBANCA

BOLOGNA

UGF MERCHANTBOLOGNA

MIDIBOLOGNA

UGF PRIVATEEQUITY

BOLOGNA

UNIPOLFONDI

IRLANDA

UNIFIMMBOLOGNA

SMALLPARTBOLOGNA

NETTUNOFIDUCIARIA

BOLOGNA

67.74%100%

LINEAR ASSICURAZIONI

BOLOGNA

BNL VITAMILANO

NAVALEASSICURAZIONI

S.DONATO M. (MI)

UNIPOLSGR

BOLOGNA

98.48%

100%

100%

51%

100%

100%

SOCIETA’ ASSICURATIVE

NAVALE VITAROMA

99.83%

100%

100%

100%

100%

86.18%

100%

SOCIETÀ IMMOBILIARIE ALTRE

SOCIETÀ FINANZIARIEBANCHE

32.26%

UGF LEASINGBOLOGNA

100%

HOLDING

AMBRA PROPERTYBOLOGNA

100%

51%UNICARDMILANO

100%

UGF ASSISTANCEBOLOGNA

UGF ASSICURAZIONI

BOLOGNA

UNISALUTEBOLOGNA

UGFBANCA

BOLOGNA

UGF MERCHANTBOLOGNA

MIDIBOLOGNA

UGF PRIVATEEQUITY

BOLOGNA

UNIPOLFONDI

IRELAND

UNIFIMMBOLOGNA

SMALLPARTBOLOGNA

NETTUNOFIDUCIARIA

BOLOGNA

67100%

LINEAR ASSICURAZIONI

BOLOGNA

BNL VITAMILAN

NAVALEASSICURAZIONI

S.DONATO M. (MI)

UNIPOLSGR

BOLOGNA

100%

100%

51%

100%

100%

INSURANCE’ COMPANIES

NAVALE VITAROME

100%

100%

100%

100%

100%

REAL ESTATE COMPANIES AND

OTHER

FINANCIAL COMPANIES BANKS

UGF LEASINGBOLOGNA

100%

HOLDING

AMBRA PROPERTYBOLOGNA

100%

51%UNICARDMILAN

100%

UGF ASSISTANCEBOLOGNA


111

7.2 Description of the UGF Group companies

The following table provides information on the main companies directly or indirectly controlled by the Issuer pursuant to Article 93 of the Testo Unico, as of March 31, 2010.

Name Status Registered Office

Activity (1)

% of share capital directly

owned

% of share capital indirectly owned

% total owned (2)

BNL Vita Italy Milan 1 51.00% 51.00%

Linear Italy Bologna 1 100.00% 100.00%

Navale Assicurazioni Italy

S. Donato M. 1 99.83% 99.83%

Navale Vita Italy Rome 1 100.00%Navale Assicurazioni 99.83%

UGF Assicurazioni Italy Bologna 1 100.00% 100.00%

Unisalute Italy Bologna 1 98.48% 98.48%

UGF Banca Italy Bologna 2 67.74% 32.26%UGF Assicurazioni 100.00%

UGF Merchant Italy Bologna 2 86.18% UGF Banca 86.18%

UGF Private Equity SGR Italy Bologna 3 100.00% UGF Banca 100.00%

Unipol SGR Italy Bologna 3 100.00% 100.00%

Unipol Fondi Ireland Dublin 3 100.00% UGF Banca 100.00%

UGF Leasing Italy Bologna 4 100.00% UGF Banca 100.00%

Unicard Italy Milan 4 51.00% UGF Banca 51.00%

Midi Italy Bologna 5 100.00%UGF Assicurazioni 100.00%

Unifimm Italy Bologna 5 100.00%UGF Assicurazioni 100.00%

Ambra Property Italy Bologna 5 100.00% 100.00%

Smallpart S.p.A. Italy Bologna 6 100.00%UGF Assicurazioni 100.00%

Nettuno Fiduciaria Italy Bologna 6 100.00% UGF Banca 100.00%

UGF Assistance S.r.l. Italy Bologna 6 100.00% Unisalute 98.48%


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(1) 1=Italian insurance companies; 2=Banks; 3=asset management companies (società di gestione del risparmio (Sgr)); 4=financial companies; 5=real estate companies; 6=other.

(2) Sum of the equity holdings of all companies in the ownership chain which are placed between the company preparing the consolidated financial statements and the relevant company. In the event that such company is directly controlled by more than one subsidiary, the individual equity holdings must be added.

On May 13, 2010, the Board of Directors of UGF approved the guidelines for the integration process of the industrial activities of Navale Assicurazioni into UGF Assicurazioni. The integration of the two historical Group companies aims at focusing the industrial strategies of the insurance division of the Group and improving its operational efficiency through (i) the transfer of the insurance company Navale Assicurazioni to UGF Assicurazioni, and (ii) the subsequent merger by incorporation of Navale Assicurazioni into UGF, and consequently, the allocation as merger consideration of ordinary and preference Unipol shares to the shareholders, other than the Issuer, holding an aggregate of 0.17% of the share capital who chose not to exercise their withdrawal right. As a result of the integration (which is expected to become effective, subject to obtaining the required authorizations, on January 1, 2011), UGF will acquire direct control of the company Navale Vita, - now wholly owned by Navale Assicurazioni - which will change its name to “Linear Life S.p.A.” (see Section One, Chapter V, Paragraph 5.1.5 and Chapter XIII of the Prospectus).


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CHAPTER VIII PROPERTY, PLANT AND EQUIPMENT

8.1 Fixed assets

Tangible assets

The table below shows the value of tangible assets of the UGF Group as of March 31, 2010, classified in the consolidated condensed interim financial statements of UGF under the balance sheet “Other Fixed Assets” line item, and the value of tangible assets as of December 31, 2009, 2008 and 2007, classified in the consolidated financial statement of UGF under the balance sheet “Other Fixed Assets” line item. The line items include investments in furniture, office machines, vehicles, equipment and machinery.

TANGIBLE ASSETS


31/03/2010 31/12/2009 31/12/2008 31/12/2007 % change 2010/2009

% change 2009/2008

% change 2008/2007

Furniture, office machines 30 34 35 18 -11.8% -2.9% 94.4%

Vehicles 1 1 1 1

Equipment and machinery 17 17 20 36 -15.0% -44.4%

Total tangible assets 48 52 56 55 -7.7% -7.1% 1.8%

Property

The table below shows the amount of property as of March 31, 2010 classified in the consolidated condensed interim financial statements of UGF under the balance sheet line item “Property used for corporate business” and the amount as of December 31, 2009, 2008 and 2007 classified in the consolidated financial statements under the balance sheet line item “Property used for corporate business” with respect to (i) property used by the Group for corporate business, and (ii) property under construction, and under the “Property investments” line item for property leased to third parties.

PROPERTY


31/03/2010 31/12/2009 31/12/2008 31/12/2007 % change

2010/2009 % change 2009/2008

% change 2008/2007

Property used for corporate business and under construction

551 544 517 380 1.3% 5.2% 36.1%

Property leased to third parties 195 197 224 315 -1.0% -12.1% -28.9%

Total property 746 741 741 695 0.7% 0.0% 6.6%


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Below is a detailed list of the changes in each category of property:

PROPERTY USED FOR CORPORATE BUSINESS AND UNDER CONSTRUCTION


Gross book valueAmortization and depreciation fund Net book value

Balance at 31/12/2006 408 (32) 376

Increases 24 0 24

Decreases (10) 0 (10)

Amortizations during the period 0 (17) (17)

Other changes to the fund 0 7 7

Balance at 31/12/2007 422 (42) 380

Increases 61 0 61

Decreases 0 0 0

Changes 88 0 88



Balance at 31/12/2008 572 (55) 517

Increases 35 0 35



Balance at 31/12/2009 607 (63) 544

Balance at 31/03/2010 615 (64) 551

The increase of the total amount of property in 2008 compared to 2007 is due to: (i) the acquisition of the company Ambra Property, owner of the building in which the hotel UNA Way Bologna Fiera in Bologna is located, which is part of the Italian chain Una Hotels e Resorts; and (ii) the activities of the real estate companies Midi and Unifimm.

One of the most significant changes indicated in the table above relates to the change of the intended use of certain real estate properties previously leased to third parties, amounting to Euro 88 million in 2008.

During 2009 and the first quarter of 2010, different real estate transactions were carried out aimed at optimizing the Group’s property which is currently mainly composed of property used for the


115

corporate business of the Group. The increase in property used for corporate business and under construction, equal to Euro 35 million in the financial year 2009 and Euro 7 million during the first quarter of 2010, is mainly correlated to the business of the real estate companies Midi and Unifimm, which are involved, respectively, in building a new Group office district and constructing new buildings on property located in the beginning of the suburbs of Bologna (see Section One, Chapter V, Paragraph 5.2.2 of the Prospectus).

PROPERTY LEASED TO THIRD PARTIES


Gross book valueAmortization and depreciation fund Net book value

Balance at 31/12/2006 313 (14) 299

Increases 15 0 15

Decreases 0 0 0

Changes 5 0 5



Balance at 31/12/2007 333 (18) 315

Increases 1 0 1

Decreases (2) 0 (2)

Changes (89) 0 (89)



Balance at 31/12/2008 243 (19) 224

Increases 5 0 5

Decreases (36) 0 (36)



Balance at 31/12/2009 211 (15) 197

Balance at 31/03/2010 210 (15) 195


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With respect to the changes to properties leased to third parties indicated in the table above, it should be noted that:

• the decrease in 2008 is due to the change of the intended use of certain properties which are currently being used for corporate business; and

• the decrease in 2009 is due to the sale of properties deemed not to be of strategic importance for the core business of the UGF Group.

The following table lists the properties owned by the UGF Group at March 31, 2010.

OWNED PROPERTIES

Municipality Address Use Company owing the

property

Alessandria Via Spalto Marengo Arengo, 11 Pal. Pacto

Corporate business UGF Assicurazioni

Ancona Via de Gasperi, 78/A

Leased to third parties / Corporate

business UGF Assicurazioni

Ancona Via Pizzecolli, 60 Leased to third

parties UGF Assicurazioni

Ancona Via 29 Settembre, 2 Corporate business UGF Assicurazioni

Ancona Centro Direzionale Baraccola Leased to third


Bari Via Sparano da Bari Corporate business UGF Assicurazioni

Biella Via Gramsci, 21 Leased to third


Bologna Via Don Bedetti/Roncaglio Leased to third


Bologna Via delle Lame, 114



Bologna Via Bigari, 5 Leased to third


Bologna Via Zago, 2/2 Leased to third


Bologna Via Zacchi, 1-3 Leased to third


Bologna Via Rolli, 7-9 Leased to third


Bologna Via Marziale, 17-19-23-31 Leased to third



117

OWNED PROPERTIES


property

Bologna Via Marconi, 1 Leased to third


Bologna Via Mentana, 2 Leased to third


Bologna Via Majani, 2 Leased to third


Bologna Viale Masini, 26-56 Leased to third


Bologna Via Calzoni, 8 Corporate business UGF Assicurazioni

Bologna Via Del Gomito, 1 Leased to third


Bologna Via del Pilastro, 52 Leased to third


Bologna Via Farini, 12 Leased to third


Bologna Via Guinizelli, 17 Leased to third


Bologna Piazza della Costituzione 2



Bologna

Via Stalingrado 45 - 53 Leased to third parties / Corporate

business

UGF Assicurazioni

Brescia P.le della Stazione, 63


business

UGF Assicurazioni

Brescia C.so Bazoli, 45-49 - Via Aldrighi Leased to third


Brindisi Via Amena, 16 Leased to third


Brindisi Via Tor Pisana, 102 Leased to third


Carpi (MO) V.le Manzoni, 62/D Leased to third


Carpi (MO) Via Peruzzi, 2 - Via 3 Febbraio, 1 Leased to third



118

OWNED PROPERTIES


property

Catania Via Castiglione, 5 Corporate business UGF Assicurazioni

Como Viale Innocenzo XI, 19 Leased to third


Como Piazza del Popolo, 14 Leased to third


Como Via F.lli Rosselli, 13 Leased to third


Cremona Via Manzoni, 16 Leased to third


Cremona Via della Cooperazione, 6 Leased to third


Crespellano (BO) Via 2 Agosto 1980 Corporate business UGF Assicurazioni

Ferrara Via Boccaleone, 8 Leased to third


Ferrara P.tta Toti, 10-12/Via Piave, 74



Florence Via Benedetto Marcello, 2 Leased to third


Florence Via Lorenzo il Magnifico, 80 Corporate business UGF Assicurazioni

Florence Via Alamanni, 41



Genoa Via XX Settembre, 1 Corporate business UGF Assicurazioni

Genoa Via Sottoripa, 1/A



La Spezia Viale Italia, 210/6 Corporate business UGF Assicurazioni

Latina Via Eroi del Lavoro, 5 Leased to third


Lecce Via Cesare Battisti, 36 Leased to third


Lecco Via Besonda, 11 Leased to third



119

OWNED PROPERTIES


property

Mantova Piazza 80 Fanteria, 6 Leased to third


Mantova Via Mazzini, 16 Leased to third


Marsala (TP) Via Mothia, 2-4-6 Leased to third


Marsala (TP) Via Salemi, 145 Leased to third


Messina Via XXVII Luglio, 195



Mestre (VE) C.so del Popolo, 146/C Leased to third


Mestre (VE) C.so del Popolo, 125 Corporate business UGF Assicurazioni

Milan Galleria Unione, 3 Corporate business UGF Assicurazioni

Milan Via Unione, 1 Corporate business UGF Assicurazioni

Milan Via Suzzani, 273 Leased to third


Milan Via L. della Pila, 61 Leased to third


Milan Piazza Missori, 2



Milan Corso di Porta Vigentina, 9 Leased to third


Milan Piazza Castello, 13 Leased to third


Misterbianco (CT) Via Lenin, 100-102 Leased to third


Modena Via San Faustino, 156 Leased to third


Modena V.le Trento e Trieste, 13 Leased to third


Modena Via Venceslao Santi, 14 Leased to third



120

OWNED PROPERTIES


property

Monza (MI) Piazza Diaz, 1 Leased to third


Naples Piazza Municipio, 4 Leased to third


Oristano Piazza Roma Pal. Sotico Leased to third


Perugia Via Palermo, 21/A Corporate business UGF Assicurazioni

Piacenza Largo Erfurt, 7 Leased to third


Pisa Via Puccini, 14



Portoferraio (LI) Via Cacciò, 112 Leased to third


Reggio Emilia Via Premuda, 42 Leased to third


Rome Lungotevere Michelangelo, 9 Leased to third


Rome Via Pio IV, 6 Leased to third


Rome Piazza Esquilino 12 - Via Farini 17



Rome Piazza Esquilino 5 - Via Farini 5



San Benedetto del Tronto (AP) Via de Gasperi, 51

Leased to third parties UGF Assicurazioni

San Donato Milanese (MI) Via dell’Unione Europea 3



Sassari Piazza Castello, 13 Corporate business UGF Assicurazioni

Turin Corso Vittorio Emanuele II, 3



Treviso Viale de Gasperi 8 Leased to third UGF Assicurazioni


121

OWNED PROPERTIES


property

parties

Trieste Via Marconi, 6/8 Leased to third


Udine Via Aquileia, 53 Leased to third


Udine Via Pradamano, 4 Leased to third


Verbania Via Franzi, 2/4 Leased to third


Vicenza Via Verona, 35 Leased to third


Vicenza Via Firenze, 7/13



Vicenza C.so SS Felice e Fortunato, 300 Leased to third


Affi (VR) Via Pascoli, 31/1C Leased to third

parties Navale Assicurazioni

Baricella (BO) Piazza Carducci 5 Leased to third


Bologna Via delle Lame, 112 Leased to third


Cento (FE) Via Piemonte, 8 -10 Leased to third


Como Viale Innocenzo XI, 13 Leased to third


Modena Via San Faustino, 155 Leased to third


Naples Via M. Schilizzi, 16 Leased to third


Tavagnacco (UD) Via Palladio Leased to third


Bologna Viale Aldo Moro, 2


business Midi

Bologna Via Stalingrado, 42/b Leased to third Midi


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OWNED PROPERTIES


property

parties

Rome Largo Arenula, 31-32-33 Corporate business UGF Banca

Bologna Piazza della Costituzione, 1 Corporate business Ambra Property

There are no encumbrances on the properties listed above.

The companies of the UGF Group lease properties from third parties which are mainly used as bank branches, claims settlement offices and head offices. Total lease payments for the year 2009 amounted to Euro 25 million.

The Group does not use properties under leasing.

8.2 Environmental problems which may affect the use of fixed assets

As of the date of the Prospectus, also taking into consideration the activities carried out by UGF and the Group as a whole, there are no environmental problems which could materially affect the use of fixed assets.


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CHAPTER IX REPORT ON OPERATING AND FINANCIAL SITUATION

This Chapter sets forth the economic and financial results of the UGF Group relating to the quarters ended March 31, 2010 and 2009 as well as the financial years ended December 31, 2009, 2008 and 2007. This data was derived from:

- the interim condensed consolidated financial statements for the quarter ended March 31, 2010 subject to limited accounting review by the Independent Auditors, who issued the unqualified report on May 17, 2010. This document is included in the interim management report at March 31, 2010 approved by the Board of Directors of the Issuer on May 13, 2010. It should also be noted that the data relating to the quarter ended March 31, 2009, presented for comparison purposes, has not been audited nor been subject to limited review;

- the consolidated financial statements for the financial years ended December 31, 2009, 2008 and 2007 of the UGF Group, approved by the Board of Directors of the Issuer on March 25, 2010, March 19, 2009 and March 20, 2008, respectively, and audited by the Independent Auditors. The consolidated financial statements as of December 31, 2007 were audited by the Independent Auditors, who issued their unqualified report on April 7, 2008. The consolidated financial statements as of December 31, 2008 and 2009 were audited by the Independent Auditors who issued their qualified reports on April 6, 2009 and April 9, 2010, respectively. For the content of these reports by the Independent Auditors, see Section One, Chapter XX, Paragraph 20.4 of the Prospectus.

The consolidated financial information and related notes set forth in this Chapter must be read in conjunction with the data and information included in the consolidated financial statements of the Issuer relating to the financial years ended December 31, 2009, 2008 and 2007 and the condensed consolidated interim financial statements as of March 31, 2010, which are incorporated herein by reference pursuant to Article 11, paragraph 2, of the Directive 2003/71/CE and Article 28 of Regulation 809/2004/CE. These documents are available to the public, together with the respective Independent Auditors’ reports, at the locations indicated in Section One, Chapter XXIV of the Prospectus.

The information and numerical data as well as the comments set forth in this Chapter with respect to each period intend to provide an overview of the financial and economic situation of the UGF Group, the changes occurred between the relevant periods, as well as of the significant events which influenced the management and respective results for the periods.

Also, it should be noted that tables with financial information divided by business sector are set forth below specifically with respect to economic data. With respect to such division, it should be noted that it includes data relating to the activities of the insurance and banking division (further described in Section One, Chapter VI, Paragraph 6.1.1 of the Prospectus) as well as data relating to the holding company business and services division which includes the activities of the holding company UGF as well as, to a lesser and less significant extent, the activities of the subsidiary Ambra Property, the company holding the property investments and the management of the hotel UNA Way Bologna Fiera (see Section One, Chapter VI, Paragraph 6.1 of the Prospectus).

9.1 Financial condition

For information on the financial situation of the Group, see the detailed description in Section One, Chapters III and X of the Prospectus.

9.2 Operational condition

This Paragraph sets forth the main facts that characterized the operations of the UGF Group in the first quarter of 2010 and the last three financial years.


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With respect to the description of consolidated economic data below, it is noted that the new version of the international accounting principle IAS 1 – Presentation of financial statements, came into force on January 1, 2009.

The new version of the principle requires that all variations generated by transactions with shareholders shall be presented in a table showing changes to shareholders’ equity. All transactions with third parties (such as to affect the comprehensive income) shall instead be set forth in a single table of the comprehensive income statement or in two separate tables (separate table of comprehensive income and table of other comprehensive income - OCI).

The retroactive adoption as of January 1, 2009 of this principle does not have any effect with respect to the evaluation of balance sheet line items.

Further, it is noted that in order to increase comparability between the income statement data of the last three financial years, the Company has restated the values of the other components of the comprehensive income statement relating to the 2007 financial year. This restatement was made for the sole purpose of preparing the Prospectus, and as a result, the opinion of the Independent Auditors with respect to the consolidated financial statements of the UGF Group as of December 31, 2007 does not cover such data, given the absence of specific provisions in the IAS/IFRS principles.

For further information relating to (i) the main elements of the different business sectors in which the UGF Group operates and (ii) detailed information with respect to the income in the insurance and banking divisions, see Section One, Chapter VI of the Prospectus.

9.2.1 Main operational aspects relating to the first quarter of 2010

Macroeconomic scenario

In the first months of 2010, the economic and financial scenario was characterized in particular by the concerns on the effective capability of the Greek government to fulfil its debt obligations. The effects generated by such events spread rapidly and involved the economies of several other countries of the European Union, i.e. Portugal, Spain and Ireland. These tensions reflect the summing up of imbalances with respect to current accounts within the Euro area. The weakest economies are deprived of the possibility to change the value of the currency and to manage the monetary policy in accordance with their financial condition, and thus suffer from obvious problems with respect to competitiveness and may become subject to speculation attacks in a debt deflation phase. The single currency has been adversely affected and has weakened against the other main currencies.

The preliminary estimate by Istat for the first quarter of 2010 shows a 0.6% increase of the Italian GDP compared to the first quarter of 200931. According to valuations by the OECD, car sales have played a relevant role in achieving this moderately positive data. As a result, growth is expected to slow down starting in the second quarter, due to the end of public subsidies. The Italian production system is burdened by weak internal demand. In particular, private spending by families only constituted a minor contribution to total spending due to uncertain prospects with respect to the labour market. To confirm such interpretation, in March 2010 employment figures decreased further (-132% compared to twelve months ago). The growth in exports (+7.333% in February 2010) was not sufficient to sufficiently support economic dynamics. Inflation in the first quarter (+1.334%) appears to have stabilised around the values expected for the entire year 2010.

31 Source: ISTAT – Communication on Preliminary Estimate of GDP – circulated on May 12, 2010 32 Source: ISTAT – Communication on Employed and unemployed persons: preliminary estimates – circulated on April 30, 2010. 33 Source: ISTAT – Communication on Foreign Business – circulated on April 15, 2010. 34 Source: ISTAT – Communication on Consumer Price Index – circulated on April 16, 2010.


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The Bank of Italy notes that, in the first two months of 2010, the capital requirements of Public Administrations decreased by Euro 6.1 billion compared to the same period in 2009. In January, as stated in the Economic Bulletin of the Central Institute, the incidence of public debt on GDP reached 116.9%, an increase of 1.8 percentage points compared to the figure recorded at the end of 2009.

Financial markets

Following the significant recovery in 2009, the stock markets recorded an important set back at the beginning of the year, fuelled by inflation fears and interest rate increases, which brought stock markets back to the levels of October 2009.

During the second half of the first quarter of 2010, fuelled by emerging economies which continued to drive worldwide production, stock exchange listings resumed their growth path and the quarter ended with an increase in yields from the beginning of the year equal to +4.935% in the United States and the United Kingdom, and 5.136% in Japan.

The negative performance of stock exchanges in the Euro area continued reaching -1.137% (Italy -1.238%).

In the quarter under review, the Euro depreciated against the dollar and the yen by over 5%, and was valued at 1.35 dollars and 126 yen per Euro at the end of the period.

The Euro interest rates reached historical lows: at the end of March the 3 months Euribor amounted to 0.58% and the German 10-year government treasury rate amounted to 3.09% (30 cents below the year-end level).

During the first quarter of 2010, the predominant issue on the bond markets was the credit worthiness and the sustainability of public debt of industrialised countries, which were burdened by the rescue operations in 2008 and counter-recession measures carried out in 2009.

The United States have suffered a progressive increase of medium-long term rates: the yield at maturity of the 10-year Bond increased from 3.20% at the end of November 2009 to 3.83% at the end of March. Several countries at the periphery of the Euro area (excluding Italy) experienced an increase of spreads together with Germany; the situation is particularly critical in Greece, which is at the centre of a complex bailout attempt by the European Union.

The interest rate on 10-year Long Term Treasury Bond decreased below 4% cancelling out the spread on the USA Bond and reducing the differential with the German Bund below 80 basis points.

Overall, quarterly yield on European government bonds was positive (+2.239%), while the tensions in the corporate sector and in particular the banking and financial sectors, have widened the spread from 76 basis points at the end of 2009 to 9140 basis points at the end of March.

Main aspects relating to the period ended March 31, 2010

The main aspects characterizing the Group performance included the following:

• direct premium income of the insurance division, gross of reinsurance cessions, reached Euro 2,177 million (Euro 2,683 million as of March 31, 2009, a decrease of 18.9%), of which Euro 5 million relating to investment products of the Life business (unchanged compared to March 31, 2009); the direct premium income from Non-Life business amounted to Euro 984 million (a

35 S&P 500 Index and Ftse 100 Index. 36 Nikkey 225 Index. 37 Dj EuroStoxx 50 Index. 38 Ftse Italia All Share Index. 39 Citigroup EMU GBI All Maturities Index. 40 ITRAXX Financials 5y Europe Index.


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3.7% decrease) and that of the Life business to Euro 1,193 million (a 28.2% decrease);

• earned premiums, net of reinsurance cessions, amounted to Euro 2,182 million (Euro 2,687 as of March 31, 2009), of which Euro 996 million in the Non-Life business (Euro 1,034 million as of March 31, 2009) and Euro 1,185 million in the Life business (Euro 1,654 million as of March 31, 2009);

• direct customer deposits in the banking division amounted to Euro 9,253 million (a 3% decrease compared to December 31, 2009, amounting to Euro 9,540 million);

• net charges relating to claims, net of reinsurance cessions, amounted to Euro 2,143 million (Euro 2,552 million as of March 31, 2009), of which Euro 841 million in the Non-Life business (Euro 808 million as of March 31, 2009) and Euro 1,302 million in the Life business (Euro 1,744 million as of March 31, 2009), including Euro 69 million of net income from financial assets and liabilities recorded at fair value (net charges for Euro 22 million as of March 31, 2009);

• net loss ratio of direct business in the Non-Life business is 83% (76.9% as of March 31, 2009);

• operating expenses, net of commissions received from reinsurers, amounted to Euro 317 million (Euro 326 million as of March 31, 2009); in the Non-Life business they amounted to Euro 217 million (Euro 232 million as of March 31, 2009), to Euro 31 million in the Life business (Euro 24 million as of March 31, 2009) and to Euro 63 million in the banking division (Euro 61 million as of March 31, 2009);

• the level of investments and liquid assets amounted to Euro 41,783 million (Euro 40,531 million as of December 31, 2009);

• technical provisions and financial liabilities amounted to Euro 41,176 million. The corresponding value as of December 31, 2009 was Euro 40,485 million;

• net capital gains and investment income from financial assets and liabilities (excluding net capital gains from financial assets and liabilities recorded at fair value) amounted to Euro 288 million for the period (Euro 259 million as of March 31, 2009);

• the gross result amounted to Euro 24 million (Euro 72 million as of March 31, 2009). Net of taxes for the period of Euro 23 million and the net profit pertaining to minority interests of Euro 8 million, the Group net profit as of March 31, 2010 amounted to Euro -7 million (compared to Euro 39 million on March 31, 2009).

9.2.2 Main aspects relating to the financial year 2009

Amongst the most important aspects that have characterised Group performance in the financial year 2009, the following should be noted:

• direct income from insurance business, gross of reinsurance cessions, reached Euro 9,501 million (Euro 7,876 million as of December 31, 2008, an increase of 20.6%), of which Euro 19 million relating to investment products of the Life business (Euro 20 million as of December 31, 2008); direct income from Non-Life insurance business amounted to Euro 4,260 million (a decrease of 2.2%) and from Life business amounted to Euro 5,240 million (an increase of 48.9%);

• earned premiums, net of reinsurance cessions, amounted to Euro 9,420 million (Euro 7,591 million as of December 31, 2008), of which Euro 4,213 million in the Non-Life business (Euro 4,105 million as of December 31, 2008) and Euro 5,207 million in the Life business (Euro 3,486 million as of December 31, 2008);

• customer deposits from banking business amounted to Euro 9,540 million (an increase of 9.3% compared to Euro 8,728 million as of December 31, 2008);


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• net charges relating to claims, net of reinsurance cessions, amounted to Euro 9,173 million (Euro 6,795 million as of December 31, 2008), of which Euro 3,671 million in the Non-Life business (Euro 3,151 million as of December 31, 2008) and Euro 5,502 million in the Life business (Euro 3,644 million as of December 31, 2008), including Euro 301 million of net income on financial assets and liabilities recorded at fair value (net charges of Euro 228 million as of December 31, 2008);

• net loss ratio in the Non-Life direct business was 86% (76.3% as of December 31, 2008);

• operating expenses, net of commissions received from reinsurers, amounted to Euro 1,366 million (Euro 1,290 million as of December 31, 2008); operating expenses in the Non-Life business amounted to Euro 932 million (Euro 927 million as of December 31, 2008) and in the Life business to Euro 127 million (Euro 119 million as of December 31, 2008);

• the level of investments and liquid assets amounted to Euro 40,531 million (Euro 36,284 million as of December 31, 2008);


• net capital gains and investment income from financial assets and liabilities (excluding net capital gains from financial assets and liabilities recorded at fair value) amounted to Euro 147 million (Euro 651 million as of December 31, 2008), gross of write-downs of equity securities classified as financial assets available for sale for Euro 798 million (Euro 96 million in 2008), gains amounted to Euro 945 million (Euro 747 million in 2008).

It is noted that on March 3, 2010, in connection with the execution of the collaboration agreement with respect to the application of the IAS/IFRS principles and following up on the prior communication of February 6, 2009 and the publication of the IFRIC document (International Financial Reporting Interpretations Committee) updated as of July 2009, the Bank of Italy, Consob and ISVAP published a document (the “Joint Document”) regarding the following: “Financial years 2009 and 2010 – Information to be provided in the financial reports regarding the assessments on impairment tests, contractual provisions of financial debt, debt restructurings and hierarchy of fair value”, to reiterate the necessity that financial statements be suitable to present in a clear, complete and timely manner the risks and uncertainties to which the company is exposed, the capital means available to face such risks and uncertainties and the effective capacity to produce revenues.

The Joint Document identified the following as informational areas in which the companies shall ensure a higher degree of transparency:

(i) the valuation of goodwill (so-called impairment test) of other intangible assets with an indefinite useful life, and shareholdings;

(ii) the valuation of securities classified as “available for sale”;

(iii) the classification of financial liabilities upon the breach of contractual provisions, which determine the loss of the benefit of the term.

In addition, the Joint Document included several clarifications with respect to the information to be provided on debt restructurings and stated the new disclosure obligations relating to the so-called “hierarchy of fair value”.

In particular, with respect to (ii) above, the companies have been invited to adopt the impairment procedures on equity securities in line with the comments of the IFRIC in the document of July 2009 mentioned above, which, although it did not include a specific interpretation of IAS 39, paragraph 58 and following, offered precise instructions with respect to the application procedures thereof. On the basis of the above-mentioned guidelines by IFRIC, the Joint Document intended to draw the attention of the Directors to the fact that, once the quantitative thresholds for “significance” and “duration” have been set, exceeding at least


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one of such thresholds constitutes in and by itself an objective evidence of reduction of the value of the equity security classified as available for sale (“AFS”), so that it is not possible to subject the value to further qualitative verifications, such as, for example, analytical valuation techniques. As a consequence, once one of the two thresholds of significance or duration is exceeded, the value reduction of the equity securities classified as AFS must be recorded in the income statement, irrespective of any further valuation considerations.

In compliance with the methodological criteria described above, the Group adapted its impairment policy by eliminating the qualitative valuation and objectively and severally applied the quantitative thresholds of “significance” (for the Group, reduction in value greater than 20%) and “duration” (for the Group, market price always lower than initial book value in the last 36 months).

From the application of the above-mentioned objective criteria, reductions in value to be transferred from “Provisions for assets available for sale” to the income statement emerged for a total of Euro 798 million (gross of the relevant tax effect and the reserve for shadow accounting), without however affecting shareholders’ equity.

The Group’s impairment policy complies with the IAS/IFRS international accounting principles and is also in line with the guidelines included in the above mentioned joint document issued by Consob, ISVAP and Bank of Italy.

The Independent Auditors included a qualification in their report on the UGF Group’s consolidated financial statements at December 31, 2009 limited to the income statement for the financial year 2009, stating that it included an overestimated loss, the amount of which could not be determined by the Independent Auditors, but having no impact on shareholders’ equity, following the adjustment of the impairment policy and the related “effect of the highlight, now outdated, expressed in (its) report on the consolidated financial statements at December 31, 2008”. The impairment policy adopted in the financial year 2008 had in fact been the subject of a qualification by the same Independent Auditors, since, in their opinion, they included an overestimate of the results for the financial year 2008 by an amount which could not be determined by the Independent Auditors.

For additional information on the content of the Independent Auditors’ reports on the UGF Group’s consolidated financial statements for the financial years ended December 31, 2008 and December 31, 2009 see Section One, Chapter XX, Paragraph 20.4 of the Prospectus.

• the gross consolidated result amounted to a negative Euro 973 million (positive Euro 134 million as of December 31, 2008). Net of relevant taxes for the period which showed a positive balance of Euro 205 million and the profit pertaining to minority interests of Euro 3 million, the result pertaining to the Group as of December 31, 2009 amounted to a negative Euro 772 million (positive Euro 93 million as of December 31, 2008), in particular due to the write-downs of financial assets available for sale recorded following the changes to the impairment policy.

9.2.3 Main aspects relating to the financial year 2008

Amongst the most important aspects that characterised Group performance in the financial year 2008, the following should be noted:

• income from insurance business, gross of reinsurance cessions, amounted to Euro 7,876 million (Euro 7,851 million as of December 31, 2007, an increase of 0.3%), of which Euro 20 million relating to investment products of the Life business (Euro 17 million as of December 31, 2007); direct insurance income in the Non-Life business amounted to Euro 4,357 million (a 1.6% increase compared to 2007) and direct income in the Life business amounted to Euro 3,519 million (a decrease of 1.2% compared to 2007);


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• earned premiums, net of reinsurance cessions, amounted to Euro 7,591 million (Euro 7,462 million in 2007), of which Euro 4,105 million in the Non-Life business (Euro 3,934 million in 2007) and Euro 3,486 million in the Life business (Euro 3,528 million in 2007);

• customer deposits from banking business amounted to Euro 8,728 million (a 4.1% decrease compared to customer deposits amounting to Euro 9,097 million in 2007);

• net charges relating to claims, net of reinsurance cessions, amounted to Euro 6,786 million (Euro 6,790 million as of December 31, 2007), of which Euro 3,151 million in the Non-Life business (Euro 2,855 million as of December 31, 2007) and Euro 3,644 million in the Life business (Euro 3,935 million as of December 31, 2007), including Euro 228 million of net charges on financial assets and liabilities recorded at fair value;

• the net loss ratio in the Non-Life business was 76.3% (71.9% as of December 31, 2007);

• operating expenses, net of commissions received from reinsurers, amounted to Euro 1,290 million (Euro 1,277 million in 2007); in the Non-Life business the incidence of operating expenses on net earned premiums was 22.6% (unchanged compared to 2007); whilst in the Life business it was 3.4% (4.1% in 2007);

• the level of investments and liquid assets amounted to Euro 36,284 million, a decrease of Euro 3,500 million compared to Euro 39,785 million as of December 31, 2007;


• the net capital gains and investment income from financial assets and liabilities (excluding those recorded at fair value) for the period amounted to Euro 651 million (Euro 1,152 million as of December 31, 2007);

• the gross result amounted to Euro 134 million (Euro 607 million as of December 31, 2007). Net of the relevant tax for the period amounting to Euro 27 million and the profit pertaining to minority interests of Euro 15 million, the profit pertaining to the Group as of December 31, 2008 amounted to Euro 93 million (Euro 389 million as of December 31, 2007);

9.3 Analysis of financial and economic performance of the Group

Set forth below are information relating to the financial and economic performance of the UGF Group and the main factors which influenced it with respect to the first quarter of 2010 (compared to the same values as of December 31, 2009) and the financial years ended December 31, 2009, 2008 and 2007, together with comments relating to the main line items of the balance sheet and the income statement, and with respect to the first quarter of 2010, together with comments relating to the main items of the statement of financial position and the income statement.

For further details on the consolidated accounting schemes of the UGF Group as of March 31 2010, (compared to the data of the same period in 2009, with respect to economic data), December 31, 2009, 2008 and 2007, see Section One, Chapter XX of the Prospectus.

Main changes to the area of consolidation in the 2007-2010 period

Changes to the area of consolidation compared to December 31, 2009

In the period running from December 31, 2009 to March 31, 2010, no transactions that resulted in changes to the area of consolidation compared to the financial year 2009 were carried out.


No transactions that resulted in changes to the area of consolidation compared to the financial year 2008 were carried out in the financial year 2009.



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As of December 31, 2008 the main transactions carried out which resulted in changes to the area of consolidation were the following:

• as of December 31, 2007, the economic data of the company BNL Vita was consolidated at 50% for the first six months, and at 100% for the second six months, as control of the company was acquired in July 2007 and since previously a joint stake of 50% had been held. As a result, the comparisons with respect to the main economic line items are also shown at the same conditions by considering the data of BNL Vita at 100% for the entire financial year 2007;

• on March 28, 2008, UGF sold to Banca Monte dei Paschi di Siena S.p.A. the shareholding in Quadrifoglio Vita, amounting to 50% of the share capital. The revenues and costs of Quadrifoglio Vita were consolidated proportionally until the date of the sale.

9.3.1 Financial performance of the Group in the first quarter of 2010

Set forth below is the financial data of the UGF Group relating to the first quarter of 2010, compared to the same data as of December 31, 2009 as well as comments relating to the main line items of the consolidated balance sheet.

CONSOLIDATED BALANCE SHEET


31/03/2010 31/12/2009 % var.

ASSETS


TANGIBLE ASSETS 598 596 0,4%

TECHNICAL PROVISIONS – REINSURERS’ SHARE 457 457 0.0%

INVESTMENTS 41,026 39,765 3.2%

Investments in property 195 197 -1.0%

Shareholdings in subsidiaries, associates and joint ventures 44 44 0%

Investments held to maturity 1,769 1,780 -0.6%

Loans and receivables 14,911 14,786 0.8%

Financial assets available for sale 16,331 15,314 6.6%

Financial assets recorded at fair value through profit or loss 7,777 7,645 1.7%




TOTAL ASSETS 46,724 45,661 2.3%



pertaining to the Group 3,636 3,585 1.4%

Capital 2,391 2,391

Other equity 0 0

Capital reserves 1,420 1,420


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31/03/2010 31/12/2009 % var.

Accumulated earnings and other reserves 157 929 -83.1%

(Own shares) (0) (0)

Reserve for net exchange rate differences 0 0

Profits or losses on financial assets available for sale (324) (393) -17.6%

Other profits or losses recorded directly in equity (2) 11 n.r.

Profit (loss) for the year pertaining to the Group (7) (772) -99.1%





Financial liabilities recorded at fair value through profit or loss 2,070 2,105 -1.6%

Other financial liabilities 10,149 10,094 0.5%

PAYABLES 440 415 6.0%


TOTAL SHAREHOLDERS’ EQUITY AND LIABILITIES 46,724 45,661 2.3%

Explanatory notes with respect to the balance sheet at March 31, 2010

Intangible Assets

At March 31, 2010, the value of the “Intangible Assets” line item amounted to Euro 1,913 million (substantially unchanged compared to December 31, 2009).

In particular, the “Goodwill” line item shows a balance of Euro 1,853 million, unchanged from the balance as of December 31, 2009, of which Euro 1,336 million represented by goodwill recorded following acquisitions of businesses, the value of which remains unchanged compared to December 31, 2009. In addition, it includes goodwill generated in connection with the acquisition of bank branches by UGF Banca for Euro 419 million.

In the quarter no new elements have emerged, other than those already taken into consideration as of December 31, 2009, which could indicate the possibility that such goodwill may have suffered a depreciation (“trigger event”), and it was thus not deemed to be necessary to repeat the impairment test as of March 31, 2010.

The “Other intangible assets” line item which shows a balance of Euro 60 million (Euro 64 million as of December 31, 2009), is constituted of restructuring charges for leased properties, costs incurred in connection with the acquisition of software, licenses, consultancies and personalization of information technology programmes.

Tangible Assets

This line item records the value of property for business use, plants and other machinery and equipment.

The UGF Group adopted the criteria of cost subject to amortization for the recording and valuation of this category of goods.

As of March 31, 2010, the value of this line item, net of relevant amortization funds, amounted to Euro 598 million (Euro 596 million as of December 31, 2009), of which Euro 551 million of


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properties for own use (Euro 544 million as of December 31, 2009) and Euro 48 million for other assets (Euro 52 million as of December 31, 2009).

Investments

Total investments included in the “Investments” line item (property, equity and financial investments) amounted to Euro 41,026 million as of March 31, 2010 and resulted in an increase by Euro 1,261 million compared to December 31, 2009 (Euro 39,765 million as of December 31, 2009). In detail:

• the “Investments in Property” line item shows a balance of Euro 195 million, substantially unchanged from the value as of December 31, 2009 (Euro 197 million);

• the value of the “Shareholdings in subsidiaries, associates and joint ventures” line item amounts to Euro 44 million and corresponds to the value as of December 31, 2009;

• the “Investments held to maturity” line item is mainly composed of fixed rate bonds acquired pursuant to special life tariffs, which the Group intends and has the capacity to hold until maturity, and which show a balance of Euro 1,769 million, in line with the balance recorded as of December 31, 2009 (Euro 1,780 million);

• the value of “Loans and receivables” amounts to Euro 14,911 million, an increase of Euro 125 million compared to the value as of December 31, 2009 (equal to Euro 14,786 million). With regard to the “Loans and receivables” line item, the exposure of Gruppo Bancario UGF Banca as of March 31, 2010 amounts to Euro 9,859 million, of which approximately Euro 3,950 million towards certain corporate clients operating in the property and construction sectors, with respect to which a significant part of the positions (approximately 19.4%) is classified as “deteriorated debt” (this definition identifies the overdue debt positions following the expiry of the terms established by law applicable to this sector, in accordance with the instructions by the Bank of Italy).

• the “Financial assets available for sale” line item shows a balance of Euro 16,331 million, an increase by Euro 1,017 million compared to the figure at December 31, 2009 (amounting to Euro 15,314 million). The increase is due to: (i) the increase in value of the securities, as a result of the recovery of financial markets; and (ii) the acquisition of securities during the period. In the first quarter of 2010, no debit or credit reclassifications of securities from the relevant category were recorded;

• the “Financial assets recorded at fair value in profit or loss” line item as of March 31, 2010 shows a balance of Euro 7,777 million, an increase of Euro 132 million compared to Euro 7,645 million recorded as of December 31, 2009, and includes assets held for trading of Euro 566 million (Euro 465 million as of December 31, 2009) and the assets recorded by the Group to be valued at fair value for Euro 7,211 million (Euro 7,180 million as of December 31, 2009). This second category includes financial assets in connection with insurance or investment contracts issued by the Group, for which the investment risk is borne by policyholders, and also includes management of pension funds.

Sundry receivables

The aggregate amount of the “Sundry receivables” line item, Euro 1,578 million, shows a decrease by Euro 225 million with respect to December 31, 2009 (Euro 1,803 million). The above-mentioned value also includes the receivables towards the fiscal consolidating entity Finsoe for a value of Euro 198 million (Euro 214 million at December 31, 2009), recorded in accordance with the agreements entered into between the two companies to govern the mutual relations deriving from the application of the provisions governing the law institute of the national tax consolidation (Articles 117 and following of TUIR).


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Other Assets

As of March 31, 2010, the “Other Assets” line item amounted to a total of Euro 945 million and recorded an increase by Euro 43 compared to December 31, 2009 (Euro 902 million).

This line item includes deferred tax assets (Euro 535 million as of March 31, 2010 compared to Euro 549 million as of December 31, 2009) and current tax assets (Euro 78 million as of March 31, 2010 compared to Euro 86 million as of December 31, 2009), as well as other assets (Euro 306 million as of March 31, 2010 compared to Euro 240 million as of December 31, 2009), represented by, among others, deferred commissions payable, accruals and pre-paid charges and various items to be settled.

Cash and cash equivalents

As of March 31, 2010, “Cash and cash equivalents” amounted to Euro 206 million compared to a balance of Euro 222 million as of December 31, 2009, a decrease of Euro 16 million.

Shareholders’ equity

Total shareholders’ equity of the UGF Group as of March 31, 2010 amounted to Euro 3,888 million, representing an increase of Euro 62 million compared to Euro 3,826 million as of December 31, 2009. In detail:

• shareholders’ equity pertaining to the Group as of March 31, 2010 amounted to Euro 3,636 million, an increase by Euro 51 million compared to Euro 3,585 million as of December 31, 2009.

The increase of the provision for “Profits or losses from financial assets available for sale” of Euro 69 million is to be noted, which derives mainly from the recovery of financial markets;

• shareholders’ equity pertaining to minority interests as of March 31, 2010 amounted to Euro 252 million, an increase of Euro 11 million compared to Euro 241 million as of December 31, 2009.

Amounts set aside

The “Amounts set aside” line item amounted to Euro 97 million as of March 31, 2010, a slight decrease compared to Euro 101 million as of December 31, 2009.

Technical provisions

The balance of the “Technical provisions” line item amounted to a total of Euro 28,957.4 million, an increase of Euro 671.0 million compared to December 31, 2009 (Euro 28,286.4 million).

Set forth below is the detailed composition of technical provisions divided by Non-Life and Life business as of March 31, 2010 and December 31, 2009.

TECHNICAL PROVISIONS


31/03/2010 % comp. 31/12/2009 % comp. % var. 2010/2009

Provisions for unearned premiums 1,503.9 20.0% 1,534.5 20.4% - 2.0%

Provisions for outstanding claims 5,977.7 79.6% 5,957.9 79.2% 0.3%

Other technical provisions Non-Life 26.5 0.4% 25.5 0.3% 3.9%

Total provisions Non-Life 7,508.1 100.0% 7,517.9 100.0% -0.1%

Mathematical provisions Life 16,120.2 75.2% 15,631.6 75.3% 3.1%

Provisions for sums to be paid Life 112.7 0.5% 116.0 0.6% -2.8%


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31/03/2010 % comp. 31/12/2009 % comp. % var. 2010/2009

Technical provisions where the investment risk is borne by policyholders and provisions arising out of pension fund management

5,347.5 24.9% 5,227.5 25.2% 2.3%

Other provisions Life -131.1 -0.6% -206.6 -1.0% -36.5%

Total provisions Life 21,449.3 100.0% 20,768.5 100.0% 3.3%

TOTAL TECHNICAL PROVISIONS 28,957.4 28,286.4 2.4%

Financial Liabilities

As of March 31, 2010, “Financial Liabilities” amounted to Euro 12,219 million, an increase of Euro 21 million compared to Euro 12,198 million as of December 31, 2009. In detail:

• the “Financial liabilities recorded at fair value through profit and loss” line item shows a balance of Euro 2,070 million (a decrease by Euro 35 million compared to Euro 2,105 million as of December 31, 2009) and is divided into financial liabilities held for trading in the amount of Euro 164 million (Euro 117 million as of December 31, 2009), and financial liabilities to be valued at fair value and recorded through the profit and loss in the amount of Euro 1,906 million (Euro 1,987 million as of December 31, 2009). This second category includes investment contracts issued by insurance companies where the investment risk is borne by the policyholders and which do not include an insurance risk borne by the Group in excess of 10% (certain types of contracts in Classes III, V and VI); and

• the “Other financial liabilities” line item shows a balance of Euro 10,149 million (an increase by Euro 55 million compared to Euro 10,094 million as of December 31, 2009) and is mainly composed of:

- “Subordinate liabilities” of Euro 1,626 million (an increase of Euro 13 million compared to Euro 1,613 million at the end of 2009), of which nominal Euro 1,000 million issued by UGF Assicurazioni – including Euro 38 million repurchased – and nominal Euro 654 million issued by UGF Banca, of which Euro 642 million outstanding (Euro 641 million outstanding as of December 31, 2009). The issuance of subordinate liabilities by the Group companies has remained unchanged compared to December 31, 2009;

- “Debt securities issued” of Euro 2,752 million (compared to Euro 2,708 million at the end of 2009). The line item includes two bonds issued during 2009 by UGF for a nominal value of Euro 925 million. In addition, the line item includes Euro 838 million of securitisations of UGF Banca (compared to Euro 882 million of securitisations as of December 31, 2009);

- “Payables to banking customers” amounted to Euro 5,021 million (a decrease by Euro 101 million compared to December 31, 2009 with Euro 5,122 million), represented by customer deposits of Gruppo Bancario UGF Banca.

Payables

The “Payables” line item shows a balance of Euro 440 million compared to Euro 415 million at the end of 2009, an increase of Euro 25 million and is composed of “Payables arising out of direct insurance operations” amounting to Euro 43 million (Euro 55 million as of December 31, 2009), “Payables arising out of reinsurance operations” amounting to Euro 59 million (Euro 23 million as of December 31, 2009) and “Other payables” amounting to Euro 338 million (Euro 337 million as of December 31, 2009).


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Other liabilities

The “Other liabilities” line item amounts to Euro 1,122 million (an increase by Euro 289 million compared to Euro 833 million recorded as of December 31, 2009) and is composed of the following main elements:

• “Deferred tax liabilities” of Euro 192 million (Euro 205 million as of December 31, 2009);

• “Current tax liabilities” of Euro 127 million (Euro 117 million as of December 31, 2009);

• “Other liabilities” for Euro 741 million (Euro 420 million as of December 31, 2009).

9.3.2 Financial performance of the Group relating to the financial years 2009, 2008 and

2007

Set forth below is the financial data of the UGF Group for the last three financial years as well as comments relating to the main line items of the consolidated balance sheet.



31/12/2009 31/12/2008 31/12/2007 % var. 2009/2008

% var. 2008/2007

ASSETS


Goodwill 1,853 1,767 1,775 4.8% -0.4%

Other intangible assets 64 51 36 24.0% 42.5%

TANGIBLE ASSETS 596 572 435 4.1% 31.6%

Property 544 517 380 5.3% 36.0%

Other tangible assets 52 56 55 -7.4% 1.1%

TECHNICAL PROVISIONS – REINSURERS’ SHARE 457 534 593 -14.3% -10.0%

INVESTMENTS 39,765 35,422 39,040 12.3% -9.3%

Investments in property 197 224 315 -12.1% -28.9%

Shareholdings in subsidiaries, associates and joint ventures 44 39 28 11.5% 40.0%

Investments held to maturity 1,780 1,813 1,796 -1.9% 1.0%

Loans and receivables 14,786 13,712 11,375 7.8% 20.5%

Financial assets available for sale 15,314 11,588 14,837 32.1% -21.9%

Financial assets recorded at fair value through profit or loss 7,645 8,046 10,689 -5.0% -24.7%


Receivables arising out of direct insurance operations 1,019 990 941 2.9% 5.2%

Receivables arising out of reinsurance operations 75 148 141 -49.6% 5.0%

Other receivables 710 524 348 35.3% 50.7%

OTHER ASSETS 902 1,147 2,524 -21.4% -54.6%

Non-current assets or assets held for sale 0 1 1,689 -71.4% -99.9%


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31/12/2009 31/12/2008 31/12/2007 % var. 2009/2008

% var. 2008/2007

belonging to a group in the process of being sold

Deferred acquisition costs 26 41 61 -36.0% -32.6%

Deferred tax assets 549 682 431 -19.5% 58.2%

Current tax assets 86 53 46 62.2% 14.6%

Other assets 240 370 298 -35.0% 24.2%


TOTAL ASSETS 45,661 41,501 46,199 10.0% -10.2%



Pertaining to the Group 3,585 3,433 4,988 4.4% -31.2%

Capital 2,391 2,391 2,391

Other equity

Capital reserves 1,420 1,420 2,235 -36.5%

Accumulated earnings and other reserves 929 833 630 11.5% 32.3%


Reserve for net exchange rate differences

Profits or losses on financial assets available for sale (393) (1,326) (680) -70.3% 94.9%

Other profits or losses recorded in equity direct 11 21 21 -49.8% 1.4%

Profit (loss) for the year pertaining to the Group (772) 93 389 n.r. -76.2%


Capital and reserves pertaining to minority interests 240 326 302 -26.4% 7.9%

Profits or losses recorded directly in equity (3) (68) (48) -96.3% 41.5%

Profit (loss) for the year pertaining to minority interests 3 15 32 -77.6% -54.1%




Financial liabilities recorded at fair value through profit or loss 2,105 2,377 3,454 -11.5% -31.2%

Other financial liabilities 10,094 8,518 8,357 18.5% 1.9%

PAYABLES 415 412 424 0.9% -2.9%

Payables arising out of direct insurance operations 55 83 78 -32.8% 5.8%

Payables arising out of reinsurance operations 23 22 10 3.7% 117.0%

Other payables 337 307 336 9.7% -8.5%


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31/12/2009 31/12/2008 31/12/2007 % var. 2009/2008

% var. 2008/2007


Liabilities of a group in the process of being sold 1,652

Deferred tax liabilities 205 297 220 -31.0% 34.8%

Current tax liabilities 117 94 98 24.1% -3.9%

Other liabilities 512 720 591 -28.9% 21.8%

TOTAL SHAREHOLDERS’ EQUITY AND LIABILITIES 45,661 41,501 46,199 10.0% -10.2%

Explanatory notes with respect to the balance sheet as of December 31, 2009

Intangible Assets

As of December 31, 2009, “Intangible Assets” amounted to Euro 1,917 million, an increase of Euro 98 million compared to December 31, 2008 (Euro 1,819 million). The increase is mainly due to the higher value paid in connection with the acquisition by the subsidiary UGF Assicurazioni of an equity stake of 15.472% of UGF Banca.

In particular, as of December 31, 2009, the “Goodwill” line item showed a balance of Euro 1,853 million, an increase of Euro 86 million compared to the balance at December 31, 2008 (Euro 1,767 million). This line item included mainly goodwill recorded in connection with acquisitions of businesses for a total amount of Euro 1,336 million, increased by approximately Euro 86 million compared to the figure at December 31, 2008 (Euro 1,250 million). In addition, it included goodwill recorded in connection with the acquisition of the bank branches by UGF Banca for Euro 419 million (unchanged compared to the prior year). These operations with a designated indefinite useful life, are periodically subject to impairment tests, the results of which did not show any decrease of value.

The “Other intangible assets” line item amounted to Euro 64 million as of December 31, 2009 (an increase of Euro 13 million compared to Euro 51 million as of December 31, 2008 million) and was comprised of restructuring costs for leased properties, costs for the acquisition of software, licenses, consultancies and personalisations of computer programmes regarding the implementation of a new integrated system for the general accounting, purchasing, management control and Group balance sheet.

Tangible assets

This line item records the value of property for business use, plants and other machinery and equipment. The UGF Group adopted the criteria of cost subject to amortization for the recording and valuation of this category of goods.

As of December 31, 2009, the value of this line item, net of the relevant amortization funds, amounted to Euro 596 million (an increase of Euro 24 million compared to Euro 572 million as of December 31, 2008), of which Euro 544 million of properties for own use (Euro 517 million as of December 31, 2008, an increase of Euro 27 million) and Euro 52 million for other tangible assets (Euro 56 million as of December 31, 2008, a decrease of Euro 4 million). The increase of value of the properties for own use was due to the activities of the real estate companies Midi and Unifimm, in particular the realization of the new management centre and the construction of the buildings on a property located in the beginning of the suburbs of Bologna.


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Investments

As of December 31, 2009, the total of the “Investments” line item (property, equity investments and financial investments) amounted to Euro 39,765 million, an increase of Euro 4,343 million compared to December 31, 2008 (Euro 35,422 million). The increase was mainly due to: (i) the increase in the value of securities as a result of the recovery of financial markets and, (ii) the acquisition of securities during the financial year. In detail:

• the “Investments in Property” line item showed a balance of Euro 197 million, a decrease of Euro 27 million compared to the figure of December 31, 2008 (Euro 224 million), mainly due to the sale of non-strategic properties for the core business of the Group;

• the “Shareholdings in subsidiaries, associates and joint ventures” line item amounted to Euro 44 million (Euro 39 million as of December 31, 2008). The increase of Euro 5 million compared to the prior year was mainly due to the increase of the shareholding in the subsidiaries of Gruppo Bancario UGF Banca;

• the “Investments held to maturity” line item, mainly composed of fixed rate bonds acquired pursuant to special life tariffs, which the Group intends and has the capacity to hold until maturity, showed a balance as of December 31, 2009 of Euro 1,780 million, a decrease of Euro 33 million compared to the figure of December 31, 2008 (Euro 1,813 million);

• the value of the “Loans and receivables” line item amounted to Euro 14,786 million, an increase of Euro 1,074 million compared to December 31, 2008 (Euro 13,712 million). With regard to such line item, the increase of debt securities of Euro 292 million mainly included the transfer of securities previously classified in the “Assets recorded at fair value through profit or loss” line item;

• the “Financial assets available for sale” line item amounted to Euro 15,314 million, an increase of Euro 3,726 million compared to December 31, 2008 (amounting to Euro 11,588 million). The increase was due to: (i) the increase in value of securities, as a result of the recovery of financial markets; and (ii) the acquisition of securities during the year. In 2009, no debit or credit reclassifications of securities from the relevant category were recorded;

• the “Financial assets at fair value recorded through profit or loss” line item as of December 31, 2009 showed a balance of Euro 7,645 million, a decrease of Euro 401 million compared to Euro 8,046 million recorded as of December 31, 2008, and included assets held for trading in the amount of Euro 465 million (a decrease of Euro 404 million compared to December 31, 2008 in which such assets amounted to Euro 869 million) and assets designated by the Group to be valued at fair value for Euro 7,180 million (an increase of Euro 3 million compared to December 31, 2008 in which such assets amounted to Euro 7,177 million). This second category included financial assets in connection with insurance or investment contracts issued by the Group for which the investment risk is borne by policyholders, and also included financial activities deriving from the management of pension funds. As of December 31, 2009, Euro 273 million of assets had been transferred to the loans and receivables line item.

Sundry receivables

The total amount of “Sundry receivables” as of December 31, 2009 was Euro 1,803 million, an increase of Euro 140 million compared to December 31, 2008 (Euro 1,663 million). This amount also included receivables from the tax consolidating entity Finsoe for Euro 214 million, recorded in accordance with the agreements entered into between the two companies to govern the mutual relations deriving from the application of the provisions governing the law institute of the national tax consolidation (Articles 117 and following of TUIR).

Other assets

As of December 31, 2009, the total amount of the “Other assets” line item was Euro 902 million, a decrease of Euro 245 million compared to December 31, 2008 (Euro 1,147 million).


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This line item included deferred tax assets (Euro 549 million as of December 31, 2009 and Euro 682 million as of December 31, 2008) and current tax assets (Euro 86 million as of December 31, 2009 and Euro 53 million as of December 31, 2008), as well as other assets (Euro 240 million as of December 31, 2009 and Euro 370 million as of December 31, 2008) represented, among others, by deferred commissions payable, accruals and pre-paid charges and various items to be settled.


As of December 31, 2009, “Cash and cash equivalents” amounted to Euro 222 million, a decrease of Euro 123 million compared to a balance of Euro 345 million as of December 31, 2008.


Total shareholders’ equity of the UGF Group as of December 31, 2009 amounted to Euro 3,826 million, representing an increase of Euro 121 million compared to December 31, 2008 when it amounted to Euro 3,705 million. In detail:

• shareholders’ equity pertaining to the Group as of December 31, 2009 amounted to Euro 3,585 million, compared to Euro 3,433 million, an increase of Euro 152 million compared to the figure of December 31, 2008;

The positive variation of the provisions for “Profits or losses from financial assets available for sale” by Euro 932 million should be noted. The increase was correlated also to the recovery of financial markets, and, in particular, to the adaptation of the impairment policy of the Group, based on which, as of December 31, 2009, write-downs of equity securities for Euro 798 million, classified in “Financial assets available for sale” (compared to Euro 96 million in 2008) had been recorded. Such write-downs were thus transferred from “Provisions for profits or losses on assets available for sale” to the income statement within the losses from write-downs of “Charges resulting from other financial instruments and property investments”, without amending shareholders’ equity and without affecting the solvency margin of the Group as of December 31, 2009. The decreases in value of the financial assets available for sale charged to the income statement of the financial year are in fact considered in determining the margin as well as the relevant prudential filters in the same manner as for the capital losses resulting from the negative change in fair value showed in “Provisions for profits and losses on financial assets available for sale”;

• shareholders’ equity pertaining to minority interests as of December 31, 2009 amounted to Euro 241 million, a decrease of Euro 32 million compared to Euro 273 million as of December 31, 2008.

Amounts set aside

The “Amounts set aside” line item amounted to Euro 101 million as of December 31, 2009 (an increase of Euro 20 million compared to Euro 81 million as of December 31, 2008). The increase was mainly due to amounts set aside for legal proceedings, ISVAP fines and incentives for early retirements of staff


As of December 31, 2008, the balance of the “Technical provisions” line item amounted to a total of Euro 28,286.4 million, an increase of Euro 2,988 million compared to December 31, 2008 (amounting to Euro 25,298.4 million).


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Set forth below is the detailed composition of technical provisions divided by Non-Life and Life business as of December 31, 2009 and December 31, 2008.

TECHNICAL PROVISIONS (in millions of Euro)

31/12/2009 % comp. 31/12/2008 % comp. % var. 2009/2008

Provisions for unearned premiums 1,534.5 20.4% 1,568.8 21.2% -2.2%

Provisions for outstanding claims 5,957.9 79.2% 5,797.6 78.4% 2.8%


Total provisions Non-Life 7,517.9 100.0% 7,390.6 100.0% 1.7%

Mathematical provisions Life 15,631.6 75.3% 13,072.1 73.0% 19.6%

Provisions for sums to be paid Life 116.0 0.6% 103.1 0.6% 12.5%


5,227.5 25.2% 5,099.7 28.5% 2.5%

Other provisions Life (206.6) -1.0% (367.0) -2.0% -43.7%

Total provisions Life 20,768.5 100.0% 17,907.8 100.0% 16.0%

TOTAL TECHNICAL PROVISIONS 28,286.4 25,298.4 11.8%


As of December 31, 2009, the “Financial Liabilities” line item amounted to Euro 12,198 million, an increase of Euro 1,303 million compared to the balance of Euro 10,895 million as of December 31, 2008. In detail:

• the “Financial liabilities recorded at fair value through profit or loss” line item amounted to Euro 2,105 million (a decrease of Euro 272 million compared to the figure of Euro 2,377 million as of December 31, 2008) and was composed of “Financial liabilities for trading” in the amount of Euro 117 million (a decrease of Euro 105 million compared to Euro 222 million as of December 31, 2008) and of “Financial liabilities designed to be valued at fair value through profit or loss” in the amount of Euro 1,987 million (a decrease of Euro 168 million compared to Euro 2,155 million as of December 31, 2008). This second category included investment contracts issued by insurance companies where the relevant risk is borne by the policyholder and which do not include an insurance risk borne by the Group in excess of 10% (certain types of contracts of Classes III, V and VI); and

• the “Other financial liabilities” line item showed a balance of Euro 10,094 million (an increase of Euro 1,576 million compared to Euro 8,518 million as of December 31, 2008) and was mainly composed of:

- “Subordinate liabilities” of Euro 1,613 million (an increase of Euro 335 million compared to Euro 1,278 million at the end of 2008). The increase was mainly due to the issuances during the year by UGF Banca;

- “Debt securities issued”, the line item which as of the financial year 2009 also includes securitisations, previously classified under “Payables to banking customers”, in the amount of Euro 2,708 million (amounting to Euro 1,800 million at the end of 2008). The increase of Euro 908 million was mainly attributable to the issuance by UGF of two senior bonds for a total of Euro 925 million;

- “Payables to banking customers”, the line item which as of the financial year 2009 no longer includes securitisations, in the amount of Euro 5,122 million (an increase of Euro


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704 million compared to Euro 4,418 million as of December 31, 2008), represented by the deposits from customers of Gruppo Bancario UGF Banca.

Payables

As of as of December 31, 2009, the “Payables” line item showed a balance of Euro 415 million, compared to Euro 412 million at the end of 2008, an increase of Euro 3 million, and was composed of “Payables arising out of direct insurance operations” in the amount of Euro 55 million (Euro 83 million as of December 31, 2008), “Payables arising out of reinsurance operations” in the amount of Euro 23 million (Euro 22 million as of December 31, 2008) and “Other payables” in the amount of Euro 337 million (Euro 307 million as of December 31, 2008).

Other liabilities

The “Other liabilities” line item amounted to Euro 833 million (a decrease of Euro 277 million compared to Euro 1,110 million recorded as of as of December 31, 2008) and was composed of the following main elements:



• “Other liabilities” of Euro 512 million (Euro 720 million as of December 31, 2008).

Explanatory notes with respect to the balance sheet as of December 31, 2008

Intangible assets

As of December 31, 2008, “Intangible Assets” showed a balance of Euro 1,819 million, an increase of Euro 8 million compared to the figure as of December 31, 2007 (Euro 1,811 million).

In particular, as of December 31, 2008, the “Goodwill” line item showed a balance of Euro 1,767 million, a decrease of Euro 8 million compared to the balance as of December 31, 2007 (Euro 1,775 million). It mainly included goodwill recorded in connection with acquisitions of businesses for a total amount of Euro 1,348 million, increased by approximately Euro 1 million compared to the figure at December 31, 2007 (amounting to Euro 1,347 million). In addition, the line item included goodwill generated in connection with the acquisition of the bank branches by UGF Banca for Euro 419 million, the value of which remained unchanged compared to December 31, 2007. Such assets with a designated indefinite useful life are periodically subject to impairment tests, the results of which did not show any value depreciation.

The “Other intangible assets” line item of Euro 51 million (an increase of Euro 15 million compared to Euro 36 million as of December 31, 2007), was mainly composed of restructuring costs for leased properties (Euro 30 million) and costs incurred in connection with the purchase of computer programmes and licenses (Euro 19 million).

Tangible assets

The “Tangible assets” line item included the value of properties for business use, plants, and other machinery and equipment. The UGF Group adopted the criteria of cost subject to amortization for the evaluation of this category of goods.

As of December 31, 2008, this line item, net of the relevant amortization funds, amounted to Euro 572 million (an increase of Euro 137 million compared to Euro 435 million as of December 31, 2007), of which Euro 517 million related to properties for own use (an increase of Euro 137 million compared to Euro 380 million as of December 31, 2007) and Euro 56 million of other tangible assets (an increase of Euro 1 million compared to Euro 55 million as of December 31, 2007). The increase compared to the figure at December 31, 2007 of the “Properties” line item was due to: (i) the acquisition of the company Ambra Property, owner of the hotel building UNA Way


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Bologna Fiera, in Bologna; (ii) the activities of the real estate companies Midi and Unifimm; and (iii) changes to the purpose of properties already owned.

Investments

As of December 31, 2008, the total of the “Investments” line item (properties, equity investments and financial investments) amounted to Euro 35,422 million, a decrease of Euro 3,618 million compared to December 31, 2007 (amounting to Euro 39,040 million). The decrease was mainly due to the depreciation of securities as a result of the negative performance of financial markets. In detail:

• the balance of the “Investments in Property” line item amounted to Euro 224 million and the decrease of Euro 91 million compared to the figure at December 31, 2007 (amounting to Euro 315 million), was mainly due to the change of use of the properties;

• the “Shareholdings in subsidiaries, associates and joint ventures” line item amounted to Euro 39 million; the increase of Euro 11 million compared to December 31, 2007 (Euro 28 million) was mainly due to the acquisition of a 20% stake of the share capital of the company Euromilano S.p.A.;

• the “Investments held to maturity” line item, mainly composed of fixed rate bonds acquired pursuant to special life tariffs, which the Group intends and has the capacity to hold until maturity, and which showed a balance of Euro 1,813 million December 31, 2008, an increase of Euro 17 million compared to the figure at December 31, 2007 (amounting to Euro 1,796 million);

• as of December 31, 2008, the balance of the “Loans and receivables” line item amounted to Euro 13,712 million an increase of Euro 2,337 million compared to December 31, 2007 (amounting to Euro 11,375 million) mainly as a result of the transfer of securities from the category “Assets available for sale” and “Assets recorded at fair value through profit or loss”, as permitted by paragraphs 50D and 50E of the amended international accounting principle IAS 39;

• the value of the “Financial assets available for sale” line item as of December 31, 2008 amounted to Euro 11,588 million; a decrease of approximately Euro 3,249 million compared to Euro 14,837 million as of December 31, 2007. The difference was due to: (i) the depreciation of the securities due to the negative performance of the financial markets, (ii) the transfer of debt for Euro 1,944 million to the “Loans and receivables” line item, in accordance with paragraph 50E of the modified international accounting principle IAS 39; and (iii) the transfer of assets from the “Assets recorded at fair value through profit or loss” line item for an amount of Euro 17 million, as permitted by paragraph 50B of the amended international accounting principle IAS 39;

• as of December 31, 2008, the balance of the “Financial assets recorded at fair value through profit or loss” line item was Euro 8,046 million, a decrease of Euro 2,643 million compared to Euro 10,689 million recorded as of December 31, 2007. The line item included the value of assets already owned held for trading in the amount of Euro 869 million (a decrease of Euro 1,968 million compared to Euro 2,837 million as of December 31, 2007) and assets indicated by the Group to be valued at fair value in the amount of Euro 7,177 million (a decrease of Euro 675 million compared to Euro 7,852 million as of December 31, 2007). This second category included (i) financial assets in connection with insurance or investment contracts issued by the Group, for which the investment risk is borne by policyholders, and (ii) financial assets deriving from the management of pension funds. As permitted by the new paragraphs 50B and 50D of the modified international accounting principle IAS 39, assets in the amount of Euro 588 million were transferred to the “Financial assets available for sale” line item and “Loans and receivables” line item.

The table below sets forth the significant financial and economic effects for the period of the reclassifications carried out pursuant to IFRS 7 paragraphs 12 and 12A, in particular: (i)


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transferred amounts; (ii) accounting values as of December 31, 2008; (iii) fair value as of December 31, 2008; (iv) effects on the income statement if the reclassification had not been performed; and (v) effects on provisions for “Profits and losses on financial assets available for sale” (quota pertaining to the Group and to minority interests), if the reclassification had not been performed.

DETAILS OF RECLASSIFIED FINANCIAL ASSETS – FINANCIAL YEAR 2008


From To Reclassified

amounts effect 1/7/08

Securities repaid by 31/12/08

Accounting value at 31/12/08

Fair value at 31/12/08

Effects on

income statement

(*)

Effects on AFS

provision (**)

Assets at FVTPL(1) Loans and receivables 571 573 537 (37)

Assets at FVTPL(1) Assets AFS(2) 16 16 15 (2) 2

Assets AFS(2) Loans and receivables 1,987 (43) 1,959 1,933 11 (11)

TOTAL RECLASSIFIED FINANCIAL ASSETS 2,575 (43) 2,548 2,484 (28) (10)(1)Assets valued at fair value through profit or loss (FVTPL) (2)Assets available for sale (AFS) (*) Depreciation from valuation at fair value, including the effects of the amortised cost matured over the period, and, for assets transferred to AFS, also for the unfreezing of the AFS provision. (**) Net tax effect pro-quota Group would have been Euro 6.7 million.

Sundry receivables

The “Sundry receivables” line item amounted to a total of Euro 1,663 million, showing an increase of Euro 233 million compared to the figure at December 31, 2007 (amounting to Euro 1,430 million). The “Other receivables” line item included receivables from the tax consolidating entity Finsoe in the amount of Euro 208 million recorded in accordance with the agreements entered into between the two companies in order to govern the mutual relationships resulting from the application of the legal provisions relating to the legal institution of national tax consolidation (Articles 117 and following of TUIR).

Other assets

As of December 31, 2008, the “Other assets” line item amounted to a total of Euro 1,147 million and showed a decrease of Euro 1,377 million compared to December 31, 2007 (amounting to Euro 2,524 million). The decrease was mainly due to the sale in the first quarter of the financial year 2008, of the company Quadrifoglio Vita, the assets of which, net of intragroup relations, were transferred on December 31, 2007 to the “Non-current assets held for sale” line item. As of December 31, 2008, in fact, the “Non-current assets held for sale” line item amounted to Euro 1 million and included the value of properties for sale, while during the prior year, the balance of Euro 1,689 million, related to assets net of intragroup relations of the company Quadrifoglio Vita which was sold at the end of the first quarter of the financial year 2008.

This line item included deferred tax assets (Euro 682 million as of December 31, 2008 and Euro 431 million as of December 31, 2007) and current tax assets (Euro 53 million as of December 31, 2008 and Euro 46 million as of December 31, 2007), as well as other assets (Euro 370 million as of December 31, 2008 and Euro 298 million as of December 31, 2007) represented, among others, by deferred commissions payable, accruals and pre-paid charges and various items to be settled.


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The “Cash and cash equivalents” line item showed a balance of Euro 345 million as of December 31, 2008, compared to Euro 364 million as of December 31, 2007, a decrease of Euro 19 million.


Total shareholders’ equity as of December 31, 2008 amounted to Euro 3,705 million, a decrease of Euro 1,569 million compared to Euro 5,274 million as of December 31, 2007. In detail:

• Shareholders’ equity pertaining to the Group as of December 31, 2008 amounted to Euro 3,433 million, a decrease of Euro 1,555 million compared to Euro 4,988 million as of December 31, 2007. The main changes recorded in the year were due to: (i) distribution of profits relating to the financial year 2007 by UGF in the amount of Euro 184 million; (ii) distribution of an additional extraordinary dividend, as approved by the Shareholders’ Meeting of the Issuer on April 24, 2008, of Euro 816 million; and (iii) decrease of the provision for “Profits and losses on financial assets available for sale” by Euro 646 million.

It is noted that following the impairment test carried out at December 31, 2008 on financial assets available for sale, write-downs of Euro 96 million were accounted for in connection with the reduction of the value of the shares. These write-downs were thus transferred from “Provision for profits and losses on assets available for sale” to valuation losses in the income statement under “Charges deriving from other financial instruments and intangible assets”. Net of the tax effect, the effect of shadow accounting and, considering the quota pertaining to the Group, the effect of the transfer of impairment losses from “Provision for profits and losses on assets available for sale” to the profit of the year pertaining to the Group amounted to Euro 51 million, without changing the Group’s shareholders’ equity;

• Shareholders’ equity pertaining to third parties as of December 31, 2008 amounted to Euro 273 million, a decrease of Euro 13 million compared to Euro 286 million as of December 31, 2007.

Amounts set aside

As of December 31, 2008, the “Amounts set aside” line item amounted to Euro 81 million (Euro 56 million as of December 31, 2007). The increase of Euro 25 million was mainly due to amounts set aside for legal proceedings and ISVAP fines.


As of December 31, 2008, total technical provisions amounted to Euro 25,298.4 million, a decrease of Euro 776.1 million compared to Euro 26,074.5 million as of December 31, 2007.

Set forth below is the detailed composition of technical provisions divided by Non-Life and Life businesses as of December 31, 2008 and December 31, 2007.



31/12/2008 % comp. 31/12/2007 % comp. % var. 2008/2007

Provisions for unearned premiums 1,568.8 21.2% 1,577.7 21.0% -0.6%

Provisions for outstanding claims 5,797.6 78.4% 5,907.8 78.8% -1.9%


Total provisions Non-Life 7,390.6 100.0% 7,499.4 100.0% -1.5%

Mathematical provisions Life 13,072.1 73.0% 13,462.7 72.5% -2.9%

Provisions for sums to be paid Life 103.1 0.6% 194.6 1.0% -47.0%


145



31/12/2008 % comp. 31/12/2007 % comp. % var. 2008/2007


5,099.7 28.5% 4,894.0 26.3% 4.2%

Other provisions Life (367.0) (2.0)% 23.8 0.1% n.r.

Total provisions Life 17,907.8 100.0% 18,575.1 100.0% -3.6%

TOTAL TECHNICAL PROVISIONS 25,298.4 26,074.5 -3.0%


As of December 31, 2008, the “Financial liabilities” line item amounted to Euro 10,895 million, a decrease of Euro 915 million compared to Euro 11,810 million as of December 31, 2007. In detail:

• the “Financial liabilities recorded at fair value through profit or loss” line item amounted to Euro 2,377 million, a decrease of Euro 1,077 million compared to Euro 3,454 million as of December 31, 2007. This line item included the value of “Financial liabilities for trading” in the amount of Euro 222 million (a decrease of Euro 248 million compared to Euro 470 million as of December 31, 2007) and “Financial liabilities to be valued at fair value recorded through profit or loss” in the amount of Euro 2,155 million (a decrease of Euro 828 million compared to Euro 2,983 million as of December 31, 2007). This second category included investment contracts by insurance companies where the investment risk is borne by the policyholder and which do not include an insurance risk borne by the Group in excess of 10% (certain types of contracts in Class III and Class VI);

• the “Other financial liabilities” line item amounted to Euro 8,518 million (an increase of Euro 161 million compared to Euro 8,357 million as of December 31, 2007) and was mainly composed of:

- “Subordinated liabilities” of Euro 1,278 million (an increase of Euro 366 million compared to Euro 912 million at the end of 2007). The increase was mainly due to two subordinated financings by Unipol Assicurazioni S.p.A. (now UGF Assicurazioni), for Euro 230 million, and by Aurora Assicurazioni S.p.A. (merged with and into UGF Assicurazioni), for Euro 170 million, in each case subscribed for by Mediobanca, with the goal of strengthening the solvency margins of the two companies. During the same year the subordinated loan issued by BNL Vita in 2003 for Euro 28 million was repaid as it had reached its maturity date;

- “Debt securities issued”, including securitisations, for Euro 1,800 million (Euro 2,273 million December 31, 2007). The decrease of Euro 473 million was mainly due to the repayment of the securitisations;

- “Payables to banking customers”, net of securitisations, amounted to Euro 4,418 million (a decrease of Euro 246 million compared to Euro 4,664 million as of December 31, 2007), which represent the direct customer deposits of Gruppo Bancario UGF Banca.

Payables

The “Payables” line item amounted to Euro 412 million, a decrease of Euro 12 million compared to Euro 424 million recorded as of December 31, 2007 and was composed of “Payables arising out of direct insurance” of Euro 83 million (Euro 78 million as of December 31, 2007), “Payables arising out of reinsurance operations” of Euro 22 million (Euro 10 million as of December 31, 2008) and “Other payables” of Euro 307 million (Euro 336 million as of December 31, 2007).


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Other liabilities

The value of the “Other liabilities” line item, as of December 31, 2008, was Euro 1,110 million (a decrease of Euro 1,451 million compared to Euro 2,561 million recorded as of December 31, 2007). The decrease was mainly due to the sale during the first quarter of 2008 of the company Quadrifoglio Vita, the liabilities of which, net of intragroup relations, were transferred as of December 31, 2007 to the “Liabilities of a group in the process of being sold held for sale” line item.

As of December 31, 2008, the line item was composed of the following main sub-items:



• “Other liabilities” of Euro 720 million (Euro 591 million as of December 31, 2007).

9.3.3 Economic performance of the Group in the first quarter of 2010

Set forth below is the economic data of the UGF Group with respect to the first quarter of 2010, compared to the same data of the first quarter of 2009, as well as comments relating to the main line items of the income statement, describing the main facts and factors which influenced the operations of the UGF Group in the financial year ended March 31, 2010.

CONSOLIDATED INCOME STATEMENT


31/03/2010 31/03/2009 % var.


Gross earned premiums 2,217 2,724 -18.6%

Earned premiums ceded in reinsurance (35) (37) -5.4%


Income and charges arising out of financial instruments recorded at fair value through profit or loss 24 8 200.0%

Income arising out of shareholdings in subsidiaries, associates and joint ventures 0 1 -100.0%





Amounts paid and changes in technical provisions 2,227 2,546 -12.5%

Reinsurers’ share (15) (17) -11.8%


Charges arising out of shareholdings in subsidiaries, associates and joint ventures






Taxation 23 31 -25.8%


147



31/03/2010 31/03/2009 % var.


PROFIT (LOSS) PERTAINING TO DISCONTINUED OPERATIONS






31/03/2010 31/03/2009 % var.




Profit or loss on instruments held for hedging a financial flow (12) 0 n.r.

Profit or loss on instruments held for hedging a net investment in a foreign account - - -

Variation of provision arising out of changes in the shareholders’ equity of the participating interests - - -

Variation of provision for write-up of intangible assets - - -

Variation of provision for write-up of tangible assets - - -

Income and charges relating to non-current assets or assets held for sale belonging to a group in the process of being sold - - -

Actuarial profits and losses and adjustments relating to defined benefit plans - - -

Other elements - - -

Tax on other components of comprehensive income statement - - -

TOTAL OTHER COMPONENTS OF COMPREHENSIVE INCOME STATEMENT 61 (175) n.r.




Explanatory notes with respect to the economic performance for the period ended March 31, 2010

As of March 31, 2010, the UGF Group recorded a total consolidated comprehensive profit of Euro 62 million compared to a total consolidated comprehensive loss of Euro 134 million recorded as of March 31, 2009.

The net consolidated result as of March 31, 2010 was positive by Euro 1 million, compared to a net consolidated positive result of Euro 41 million as of March 31, 2009.


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The consolidated profit before taxation as of March 31, 2010 was a positive Euro 24 million, of which Euro 30 million ascribable to the insurance division and Euro 5 million to the banking division, while the result generated by the holding company business and services division was a negative Euro 12 million. The intersector eliminations showed a negative balance of Euro 0.1 million.

Set forth below is a description of the economic performance of the period ended March 31, 2010, with respect to each of the divisions mentioned above.

Economic performance of the insurance division for the period ended March 31, 2010

The table below shows the main economic data relating to the first quarter of 2010 with respect to the insurance division, divided by Non-Life insurance business and Life insurance business, compared with the same data relating to the first quarter of 2009.

SUMMARY OF INCOME STATEMENT OF THE INSURANCE DIVISION - 1° quarter 2010 (in millions of Euro)

Insurance Division Non-Life Life

31/03/10 31/03/09 % var. 31/03/10 31/03/09 % var. 31/03/10 31/03/09 % var.

Net earned premiums 2,182 2,687 -18.8% 996 1,034 -3.7% 1,185 1,654 -28.4%

Net commissions and fees 0 0 n.r. 0 0 n.r. 0 0 n.r.

Income/financial charges (excluding assets/liabilities recorded at fair value)

285 217 31.3% 53 61 -13.1% 232 156 48.7%

Net interest 177 181 -2.2% 31 44 -29.5% 146 137 6.6%

Other income and charges 11 21 -47.9% 8 21 -61.9% 3 0 n.r.

Profits and loss realised 106 (18) n.r. 26 (3) n.r. 80 (15) n.r.

Profits and loss from valuations (excluding impairment on shares AFS)

(9) 33 n.r. (12) 0 n.r. 3 34 -91.2%

Impairment on securities AFS (32) (6) 433.3% (23) (2) n.r (9) (4) 125.0%

Net charges relating to claims (2,143) (2,552) -16.0% (841) (808) 4.1% (1,302) (1,744) -25.3%

Operating expenses (247) (256) -3.5% (217) (232) -6.9% (31) (24) 29.2%

Commissions and other acquisition costs (203) (209) -2.9% (184) (195) -5.6% (19) (14) 35.7%

Other costs (44) (47) -6.4% (32) (37) -13.5% (12) (10) 20.0%

Other income/charges (14) (14) 7.1% (6) (4) 50.0% (8) (10) -20.0%

Profit (loss) before taxation 30 75 -60% (38) 48 n.r. 68 27 148.1%

In the aggregate, the insurance business of the Group generated a profit before taxation of Euro 30 million in the first quarter of 2010 (compared to a profit of Euro 75 million as of March 31, 2009). The result of the Non-Life business is negative with Euro 38 million (compared to a profit of Euro 48 million as of March 31, 2009), while the result of the Life business amounts to a profit of Euro 68 million (compared to a profit of Euro 27 million as of March 31, 2009).

Net earned premiums, net of reinsurance cessions amount to Euro 2,182 million (Euro 2,687 million as of March 31, 2009), of which Euro 996 million in the Non-Life business (Euro 1,034


149

million as of March 31, 2009) and Euro 1,185 million in the Life business (Euro 1,654 million as of March 31, 2009).

With respect to the performance of the Non-Life business in the first quarter of 2010, the positive effects of the numerous measures carried out, aimed at facing the worsened claims frequency since 2008, were beginning to be recorded, albeit in a highly negative sector context, which also continued in 2009.

The current underwriting policy, which is highly selective and with targeted portfolio reform measures and price revisions (starting from January 1, 2010, UGF Assicurazioni has implemented an increase of the Motor Third Party Liability tariff in the context of a more complex and detailed tariff review launched in the last part of 2009, also with the goal to standardize the tariffs applied by the divisions of the brand Aurora and Unipol), is causing an expected reduction of the policy portfolio, with effects on net premiums in the first quarter of 2010 in the amount of Euro 996 million, a decrease of 3.7% compared to the first quarter of 2009. In particular, Motor Third Party Liability recorded a decrease of 2.6% and the non-Motor classes recorded a decrease of 5.3%, this latter case due to specific cancellations of policies as well as the current economic crisis . On the contrary, the effects of the measures undertaken have already resulted in a strong reversal of the trend of reported claims which show a significant reduction compared to the same period of the prior year. In particular, in the first three months of 2010, the Motor Third Party Liability class recorded an 8% decrease of claims received, 5% in the class Land Motor Vehicles, 2.7% in the Accidents class, 12% in the Fire class, and 17.5% in the General Third Party Liability class. In this context, in the first quarter of 2010, the Group recorded a ratio of claims to premiums from direct business of 83%, compared to 86% at the end of 2009.

With respect to the business performance of the first quarter of 2010 in the Life business, a decrease of premium income was recorded in the first months of the year 2010, influenced by the decrease of production of BNL Vita which in 2009 and in particular during the first part of the year, recorded a particularly high premium income. The premium income of the Life business of UGF Assicurazioni also shows a contraction, albeit to a more limited extent.

As of March 31, 2010, the value of net financial proceeds from financial assets and liabilities (excluding net income from financial assets and liabilities recorded at fair value) amounted to Euro 285 million, an increase compared to the same period in the prior year (Euro 217 million as of March 31, 2009).

The depreciation of shares and bonds due to impairment in the Non-Life business amounted to Euro 23 million with respect to equity securities already subject to impairment as of December 31, 2009, and in the Life business to Euro 9 million, generated by value reductions resulting from the application of the Group policy (securities which as of March 31, 2010 showed decreases in value in excess of 20% compared to the book value). As of March 31, 2009, the depreciations for value reductions amounted to Euro 6.5 million.

Net charges relating to claims, net of reinsurance cessions, amounted to Euro 2,143 million, (Euro 2,522 million as of March 31, 2009), of which Euro 841 million in the Non-Life business (Euro 808 million as of March 31, 2009) and Euro 1,302 million in the Life business (Euro 1,744 million as of March 31, 2009). As mentioned, the significant flexibility of the above-mentioned charges is due to the measures taken by the Group.

Total operating expenses incurred as of March 31, 2010 (commissions for acquisitions, collection and other acquisition costs and investment management and administration), net of commissions received from reinsurers, amounted to a total of Euro 247 million (a decrease of 3.6% compared to March 31, 2009).

Given the incidence of operating expenses on gross commissions received from reinsurers and the costs related to the management of investments, on direct earned premiums, the expense ratio of the direct business of the Non-Life segment is limited (22% compared to 22.7% as of March 31, 2009 and 22% as of December 31, 2009).


150

The loss ratio of the direct business in the Non-Life segment (calculated based on the ratio of charges relating to claims of direct business and direct earned premiums) amounted to 83% compared to 76.9% recorded as of March 31, 2009 and 86% as of December 31, 2009.

As of March 31, 2010, the combined ratio, calculated based on direct business, amounted to 105% (99.6% as of March 31 2009 and 108% as of December 31, 2009). This indicator is derived from the two indices loss ratio (83%) and expense ratio (22%).

Economic performance of the banking division in the period ended March 31, 2010

The banking division is composed of Gruppo Bancario UGF Banca and Unipol SGR.

The first quarter of 2010 closed with a profit before taxation of Euro 5 million (profit before taxation as of March 31, 2009 Euro 8 million). The following table sets forth the main line items of the income statement of the banking division, in accordance with the banking scheme as it better represents the relevant business sector.

BANKING DIVISION (in Euro million)

31/03/2010 31/03/2009 % var.

Net interest income 52 63 -17.5%

Income from fees and commissions 29 18 61.1%

Other net financial income 3 5 -40.0%

Gross operating income 84 85 -1.2%

Value adjustments/readjustments for impairment of financial assets (16) (15) 6.7%

Financial management – net result 68 70 -1.4%

Operating expenses 63 62 1.6%

With amounts set aside for provisions for risks and charges 0 2 n.r.

Cost/income 74,8% 70,8% 5.7%

Pre-tax profit (loss) 5 8 -37.5%

With respect to the information set forth in the table above, the net interest income amounts to Euro 52 million, a decrease of 17.5% compared to the same period in 2009, due to a significantly altered interest rate scenario (3 months Euribor in the first quarter of 2010 of 0.674%, compared to 3 months Euribor of the first quarter of 2009 equal to 2.087%). Instead, the balance of net commission contributed positively, with Euro 29 million (an increase of 61.1% compared to the first quarter of 2009), due both to the marketing of new products (Credit Protection coverage and Personal Loans), and the introduction of the new commission for the credit line service.

Gross operating income reached Euro 84 million, a decrease of 1.2% compared to March 31, 2009.

Operating expenses in the first quarter of 2010 recorded an increase of 1.6% essentially due to the cost of personnel for the consolidation of staff growth for the corporate reorganization projects.

The cost/income ratio amounts to 74.8%, compared to 70.8% of the first quarter of 2009.


151

Economic performance of the holding company business and services division for the period ended March 31, 2010

The holding company business and services division is composed of the activities carried out by the UGF holding and those, to a non-significant extent, carried out by the subsidiary Ambra Property, which holds the property investments and manages the hotel UNA Way Bologna Fiera.

The profit before tax of the holding company business and services division as of March 31, 2010 is a negative Euro 12 million (negative Euro 12 million also as of March 31, 2009).

With respect to the comparison of the data relating to the income for the provision of services and management expenses, it should be noted that until January 31, 2009 UGF also provided the ancillary services dedicated to the companies of the insurance division of the Group, which were transferred to the subsidiary UGF Assicurazioni on February 1, 2009.

9.3.4 Economic performance of the Group relating to the financial years 2009, 2008 and 2007

Set forth below is the economic data of the UGF Group with respect to the past three financial years, as well as comments relating to the main line items of the income statement, describing the main data and factors which influenced the operations of the UGF Group in the financial years ended December 31, 2009, 2008 and 2007.

CONSOLIDATED INCOME STATEMENT (in millions of Euro)

31/12/2009 31/12/2008 31/12/2007 % var. 2009/2008

% var. 2008/2007


Gross earned premiums 9,544 7,892 7,783 20.9% 1.4%

Earned premiums ceded in reinsurance (124) (301) (320) -59.0% -5.9%


Income and charges arising out of financial instruments recorded at fair value through profit or loss

329 (328) (39) n.r. n.r.

Income arising out of shareholdings in subsidiaries, associates and joint ventures 1 27 2 -98.2% n.r.

Income arising out of other financial instruments and investments in property 1,368 1,624 1,625 -15.7% -0.1%

Interests receivable 1,091 1,331 1,180 -18.0% 12.7%

Other income 70 90 93 -22.6% -3.3%

Realised profits 205 56 351 263.6% -83.9%

Unrealised profits 2 147 0 -98.5% n.r.

Other income 140 124 146 13.0% -15.1%



Amounts paid and changes in technical provisions 9,537 6,773 6,976 40.8% -2.9%

Reinsurers’ share (63) (215) (208) -70.6% 3.1%


Charges arising out of shareholdings in subsidiaries, associates and joint ventures 0 1 0 n.r. n.r.


152


31/12/2009 31/12/2008 31/12/2007 % var. 2009/2008

% var. 2008/2007

Charges arising out of other financial instruments and investments in property 1,250 900 457 38.9% 97.1%

Interests payable 194 311 249 -37.6% 24.9%

Other income 10 20 15 -49.5% 32.0%

Realised losses 58 106 100 -45.5% 6.1%

Unrealised losses 988 464 93 113.2% 398.5%


Commissions and other acquisition costs 874 847 813 3.1% 4.3%

Investment management expenses 13 19 23 -31.2% -17.8%

Other administrative expenses 479 424 441 13.0% -3.8%

Other costs 221 222 164 -0.5% 35.3%


PROFIT (LOSS) FOR THE PERIOD BEFORE TAXATION (973) 134 607 n.r. -77.9%

Taxation (205) 27 186 n.r. -85.4%

PROFIT (LOSS) FOR THE PERIOD NET OF TAX (769) 107 421 n.r. -74.5%




Pertaining to minority interests 3 15 32 -78% -54.0%



31/12/2009 31/12/2008 31/12/2007 % var. 2009/2008

% var. 2008/2007


Variation of reserve for net exchange rate differences - - - - -


Profit or loss on instruments held for hedging a financial flow (11) - (18) - -

Profit or loss on instruments held for hedging a net investment in a foreign account

- - - - -

Variation of provision arising out of changes in the shareholders’ equity of the participating interests

- - - - -

Variation of provision for write-up of intangible assets - - - -

Variation of provision for write-up of tangible assets - - - - -


153


31/12/2009 31/12/2008 31/12/2007 % var. 2009/2008

% var. 2008/2007

Income and charges relating to non-current assets or assets held for sale belonging to a group in the process of being sold

- - - - -

Actuarial profits and losses and adjustments relating to defined benefit plans

- - - - -

Other elements - - - - -

Tax on other components of comprehensive income statement

- - - - -



Pertaining to the Group 150 (553) (232) n.r. 138.5%

Pertaining to minority interests 69 (6) 20 n.r. n.r.

Explanatory notes with respect to the economic performance in the financial year 2009

In the financial year ended December 31, 2009, the UGF Group recorded a total consolidated comprehensive positive result of Euro 218 million, compared to a total consolidated comprehensive negative result of Euro 559 million recorded in the financial year ended December 31, 2008.

The net consolidated results as of December 31, 2009 was negative in the amount of Euro 769 million, compared to a positive net consolidated result of Euro 107 million as of December 31, 2008.

The consolidated economic result before taxation as of December 31, 2009 was negative for Euro 973 million, of which Euro 867 million were attributable to the insurance division and Euro 16 million attributable to the banking division. The result generated by the holding company business and services division was negative in the amount of Euro 76 million, while intersector eliminations showed a negative balance of Euro 15 million.

Set forth below are comments relating to the economic performance in the financial year 2009 with respect to each of the business sectors described above.

Economic performance of the insurance division in the financial year 2009

Set forth below is a table with the main economic data of the financial year 2009 and with respect to the insurance division, divided by the insurance activities of the Non-Life business and the insurance activities of the Life business, compared to the data from the prior financial year.

SUMMARY OF THE INCOME STATEMENT OF THE INSURANCE DIVISION - 2009



Dec-09 Dec-08 % var. Dec-09 Dec-08 % var. Dec-09 Dec-08 %var.

Net earned premiums 9,420 7,591 24.1% 4,213 4,105 2.6% 5,207 3,486 49.4%


154

SUMMARY OF THE INCOME STATEMENT OF THE INSURANCE DIVISION - 2009



Dec-09 Dec-08 % var. Dec-09 Dec-08 % var. Dec-09 Dec-08 %var.

Net commissions and fees 1 2 -50.0% 0 (0) n.r. 1 2 -50.0%

Income/financial charges (excluding assets/liabilities recorded at fair value) 805 850 -5.3% 164 340 -51.7% 641 510 25.6%

Net interest 696 870 -20.1% 145 249 -41.6% 550 621 -11.4%

Other income and charges 35 115 -69.6% 21 85 -75.3% 14 30 -53.3%

Profits and loss realised 103 104 -0.96% 27 111 -75.% 76 (7) n.r.

Profits and loss from valuations (excluding impairment on shares AFS) (28) (239) -88.3% (29) (105) -72.4% 1 (134) n.r.

Impairment on securities AFS (771) (96) 703.1% (529) (37) n.r. (242) (59) 310.2%

Net charges relating to claims (9,173) (6,795) 35.0% (3,671) (3,151) 16.5% (5,502) (3,644) 51.0%

Operating expenses (1,059) (1,046) 1.2% (932) (927) 0.5% (127) (119) 6.7%

Commissions and other acquisition costs (880) (849) 3.7% (803) (778) 3.2% (77) (70) 10%

Other costs (179) (198) -9.6% (129) (149) -13.4% (50) (49) 2.0%

Other income/charges (90) (89) 0.9% (60) (60) 0% (29) (29) 0%

Profit (loss) before taxation (867) 418 n.r. (815) 270 n.r. (51) 148 n.r.

In the aggregate, as of December 31, 2009, the insurance business of the Group recorded a loss before taxation of Euro 867 million. The result of the Non-Life business was negative in the amount of Euro 815 million (positive in the amount of Euro 270 million as of December 31, 2008), while the result of the Life business was negative in the amount of Euro 51 million (positive in the amount of Euro 148 million as of December 31, 2008). The write-downs carried out with respect to equity securities classified under the category “Assets available for sale” contributed to an extraordinary extent, following the adjustment of the impairment policy of the Group in accordance with the Joint Document published on March 3, 2010 by the Bank of Italy, Consob and ISVAP, which write-down for loss of value was transferred from the corresponding provision of shareholders’ equity to the income statement (for further information see Paragraph 9.2.2 above).

Earned premiums net of reinsurance cessions (in the amount of 124 million) amounted to Euro 9,420 million (Euro 7,591 million as of December 31, 2008), of which Euro 4,213 million in the Non-Life business (Euro 4,105 million as of December 31, 2008) and Euro 5,207 million in the Life business (Euro 3,486 million as of December 31, 2008).

With respect to net premiums of the Life business, the significant increase (+49.4% compared to 2008) was attributable, in particular, to the result of direct income achieved by BNL Vita, which almost doubled compared to the prior year (+98.7%). With respect to net premiums of the Non-Life business, a slight increase compared to 2008 was recorded in 2009 (+2.6%). It is necessary, however, to point out that the total premiums of the Non-Life business, as of December 31, 2009, had recorded a decrease of 2.2% compared to December 31, 2008. In particular, all main classes recorded a decrease, with the sole exception of Accidents and Sickness, which recorded an increase of 1.9% at the end of the period.

The value of net financial income from financial assets and liabilities (excluding net income from financial assets and liabilities recorded at fair value) amounted to Euro 805 million (Euro 850 million as of December 31, 2008), a slight decrease compared to the prior financial year.


155

The write-downs of shares and bonds as a result of impairment amounted to Euro 529 million in the Non-Life business and to Euro 242 million in the Life business, for a total of Euro 771 million. The loss of value of securities classified under “Financial assets available for sale” was mainly a consequence, as mentioned, of the adjustment of the impairment policy adopted by the Group.

Net charges relating to claims, net of reinsurance cessions, amounted to Euro 9,173 million, (Euro 6,795 million as of December 31, 2008), of which Euro 3,671 million in the Non-Life business (Euro 3,151 million as of December 31, 2008) and Euro 5,502 million in the Life business (Euro 3,644 million as of December 31, 2008).

Total operating expenses incurred as of December 31, 2009 (commissions on acquisitions, collection and other acquisition costs, investment management expenses and administrative expenses), net of commissions received from reinsurers, amounted to a total of Euro 1,059 million (+1.3% compared to December 31, 2008).

The expense ratio of the Non-Life segment from direct business, given the incidence of operating expenses on the gross commissions received from reinsurers, and of the investment management expenses on direct recorded premiums, was contained (22% compared to 22.3% as of December 31, 2008).

The loss ratio of direct business of the Non-Life segment (the ratio of charges relating to claims from direct business and direct earned premiums) was 86% compared to 76.3% as of December 31, 2008.

As of December 31, 2009, the combined ratio, calculated based on direct business of the Non-Life business amounted to 108% (98.6% as of December 31, 2008). This indicator is derived from the sum of the two indices Loss ratio (86%) and Expense ratio (22%).

The burdening of the technical ratio was related to different factors. With respect to Motor Third Party Liability, it was affected by the reduction of premiums associated with the increase of claims frequency with respect to which measures for the portfolio reform and tariff increases were taken over the course of 2009. In this respect, in particular, the increase of the cost of claims with severe physical injuries as a result of court rulings in the absence of specific laws, the increase of claims frequency in certain areas in Southern Italy, as well as the increase of claims frequency due to weather-related events, should be highlighted. The Non-Motor classes were particularly adversely affected as a result of (i) the climate changes that had led to a significant intensification of weather-related events and (ii) the severe economic cycle undergone by the country which adversely affected premium income and serious claims.

Economic performance of the banking division in the financial year 2009

The banking division is composed of Gruppo Bancario UGF Banca and Unipol SGR.

The financial year closed with a loss before taxation of Euro 16 million (Euro 112 million of losses as of December 31, 2008) due to: (i) the negative result of the subsidiary UGF Merchant, which was required to record credit adjustments and write-downs of securities for a total of Euro 40 million, and thus closed the financial year with a negative result; and (ii) the adjustment of the impairment policy adopted by the Group. UGF Banca, at an individual level, closed the financial year 2009 with a positive result before taxation of Euro 20 million (negative in the amount of Euro 116 million as of December 31, 2008).

The table below shows the main line items of the income statement of the banking division, set forth in accordance with the banking scheme as it better represents the relevant business sector.


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BANKING DIVISION (in millions of Euro)

31/12/2009 31/12/2008 % var.

Net interest income 226 252 -10.3%

Income from fees and commissions 102 80 27.5%

Other net financial income 22 7 214.3%

Gross operating income 350 338 3.4%

Value adjustments/readjustments for impairment of financial assets (97) (216) -55.1%

Financial management – net result 253 122 107.4%


With amounts set aside for provisions for risks and charges 5 8 -37.5%-

Cost/income 75.1% 67.0% 12.1%

Pre-tax profit (loss) (16) (112) -85.9%

Gross operating profit as of December 31, 2009 amounted to Euro 350 million, an increase of 3.4%. This increase is exclusively due to the increase of the service margin, as the strong reduction of market interest rates had led to an inevitable reduction of the interest margin (decreased by 10.3%), notwithstanding the good volume increase. The value of net commissions increased (+27.5%) also due to the marketing of new products (Credit Protection coverage and Personal Loans).

The analysis of the credit and securities portfolio as of December 31, 2009 resulted in amounts set aside for Euro 97 million (Euro 216 million were set aside as of December 31, 2008), of which Euro 8 million of write-downs for depreciation of securities classified as “Assets available for sale” following the adjustment of the impairment policy of the Group.

The value of operating costs as of December 31, 2009 had suffered an increase of 14.0%. This increase related to the costs for the consolidation of staff growth in the last months of the financial year closed as of December 31, 2008, as well as to other administrative expenses due to the incurrence of several other extraordinary costs which had characterised the financial year, including preliminary activities for the change of information technology outsourcer which took place on January 4, 2010. The cost/income ratio was equal to 75.1% (67% in 2008).

Economic performance of the holding company business and services division in the financial year 2009

The holding company business and services division is composed of the activities carried out by the holding company UGF and the activities carried out, to a non-significant extent, by the subsidiary Ambra Property which holds the property investments and is responsible for the management of the hotel UNA Way Bologna Fiera.

It should be noted that as a result of the contribution by the holding company UGF to the subsidiary UGF Assicurazioni of the activities related to the management of the services dedicated to the insurance division, the comparison of the data of the holding company business and services division with the prior financial year is not meaningful.

The result before taxation as of December 31, 2009 of the holding company business and services division was negative for an amount of Euro 76 million (as of December 31, 2008, the result was a positive Euro 14 million to which the capital gain of Euro 27 million arising in connection with the


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sale of 50% of Quadrifoglio Vita, as well as the dividends for Euro 51 million paid to Group companies had contributed).

Explanatory notes with respect to the economic performance in the financial year 2008

As of December 31, 2008, the UGF Group recorded a total negative result of Euro 559 million, compared to a total negative result of Euro 212 million recorded in the financial year ended December 31, 2007. With respect to the total economic result as of December 31, 2007, it is noted that the value was restated for the sole purposes of the preparation of the Prospectus and, consequently, the opinion expressed by the Independent Auditors on the consolidated financial statements of the UGF Group closed as of December 31, 2007 does not cover such figures, given the absence of specific provisions in the IAS/IFRS principles.

The net consolidated result as of December 31, 2008 was a positive Euro 107 million, compared to a net consolidated positive result of Euro 421 million as of December 31, 2007.

The consolidated result before taxation as of December 31, 2008 was a positive Euro 134 million. The insurance division obtained a positive result of Euro 418 million, while the banking division showed a negative result for Euro 112 million. The result generated by the holding company business and services was positive in the amount of Euro 14 million, while intersector eliminations presented a negative balance of Euro 185 million.

As stated previously, the economic data of the company BNL Vita as of December 31, 2007 was consolidated at 50% for the first six months and at 100% for the second semester, following the acquisition of control in July 2007 and having earlier held a joint stake of 50%.

Below are set forth comments relating to the economic performance in 2008 with respect to each business sector.

Economic performance of the insurance division for the financial year 2008

Set forth below is a table showing the main economic data relating to the financial year 2008 with respect to the insurance division, divided by the activities of the Non-Life insurance business and the activities of the Life insurance business, compared to the data from the prior financial year.

SUMMARY OF THE INCOME STATEMENT OF THE INSURANCE DIVISION – 2008



Dec-08 Dec-07 %var. Dec-08 Dec-07 %var. Dec-08 Dec-07 %var.

Net earned premiums 7,591 7,463 1.7% 4,105 3,934 4.3% 3,486 3,528 -1.2%

Net commissions and fees 2 (2) n.r. 2 (2) n.r.

Income/financial charges (excluding assets/liabilities recorded at fair value) 850 1,013 -16.1% 340 337 0.9% 510 675 -24.4%

Net interest 870 839 3.7% 249 242 2.9% 621 597 4.0%

Other income and charges 115 96 19.9% 85 64 32.8% 30 33 -8.8%

Profits and loss realised 104 257 -59.5% 111 122 -9.0% (7) 135 -105.2%

Profits and loss from valuations (excluding impairment on shares AFS) (239) (179) 33.5% (105) (90) 16.7% (134) (89) 50.6%

Impairment on securities AFS (96) - n.r. (37) - n.r. (59) - n.r.

Net charges relating to claims (6,795) (6,790) 0.1% (3,151) (2,855) 10.4% (3,644) (3,935) -7.4%


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SUMMARY OF THE INCOME STATEMENT OF THE INSURANCE DIVISION – 2008



Dec-08 Dec-07 %var. Dec-08 Dec-07 %var. Dec-08 Dec-07 %var.

Operating expenses (1,046) (1,033) 1.3% (927) (888) 4.4% (119) (144) -17.4%

Commissions and other acquisition costs (849) (813) 4.4% (778) (708) 9.9% (70) (105) -33.1%

Other costs (198) (220) -10.0% (149) (181) -17.7% (49) (39) 25.6%

Other income/charges (89) (12) 641.7% (60) (33) 81.8% (29) 21 n.r.

Profit (loss) before taxation 418 639 -34.6% 270 495 -45.5% 148 144 2.6%

In the aggregate, the insurance business of the Group contributed to the result before taxation in the amount of Euro 418 million, of which Euro 270 million related to the Non-Life business (Euro 495 million as of December 31, 2007) and Euro 148 million to the Life business (Euro 144 million as of December 31, 2007).

The economic result of the Life business, strictly correlated to the critical situation of the financial markets, was adversely affected by write-downs for depreciations of shares in the amount of Euro 59 million, write-downs of bonds of Lehman Brothers Inc., under insolvency proceedings, in the amount of Euro 68 million and the setting aside of Euro 42 million in connection with the obligation assumed by the Group with respect to clients who had purchased index-linked policies correlated to financial instruments issued by companies of the Lehman Brothers group.

On the contrary, the revision of the determination method for so-called “shadow accounting” had positive effects. In fact, it should be remembered that starting from the half-year 2008 financial statements, the impact of shadow accounting was being determined with a perspective financial technique, compared to the previous liquidation technique (where capital losses were deemed to have been realised in full at the end of the period), consistently with the determinations of ISVAP Regulation n. 21, section I, of March 28, 2008.

In the Non-Life business, write-downs related to Lehman Brothers securities amounted to Euro 52 million, as well as an additional Euro 10 million of write-downs with respect to shareholdings in Hopa S.p.A., already realized in the first six months, and Euro 37 million of write-downs for depreciations of shares in the portfolio.

Earned premiums net of reinsurance cessions (amounting to 301 million), amounted to Euro 7,591 million (Euro 7,463 million in 2007), of which Euro 4,105 million in the Non-Life business (Euro 3,934 million in 2007) and Euro 3,486 million in the Life business (Euro 3,528 million in 2007). The Life business decreased by 1%, although it had recorded a growth of 18.8%, with respect to premiums from own networks, composed of agency networks and the branches of Unipol Banca S.p.A. (now UGF Banca). The position of the Group in the occupational guaranteed pension funds was confirmed, which recorded premiums of Euro 376 million (an increase of 125% compared to 2007), and with respect to which the Group managed 15 mandates. Premiums deriving from third party networks, however, decreased due to the effect of the containment of the production of BNL Vita in line with the other main bancassurance competitors.

The performance of premiums in the Non-Life business had recorded an increase of 4.3% compared to the financial year 2007, which was obtained due to the amount of premium income from all businesses in the sector.

The financial income of the Life business included Euro 129 million of capital gains realised in connection with the transfer to Group companies of shareholdings held by Unipol Assicurazioni S.p.A. (now UGF Assicurazioni) in BNL Vita and UGF Banca. Such income, netted out at a


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consolidated level as intragroup transaction, had been recorded for almost the totality of policyholders.

Net charges relating to claims, net of cessions in reinsurance, amounted to Euro 6,795 million (Euro 6,790 million in 2007), of which Euro 3,151 million in the Non-Life business (Euro 2,855 million as of December 31, 2007) and Euro 3,644 million in the Life business (Euro 3,935 million as of December 31, 2007), including Euro 228 million of net charges relating to financial assets and liabilities recorded at fair value.

The claims frequency rate in the Non-Life business, including settlement costs and net of reinsurance entries, amounted to 76.8% compared to 72.6% as of December 31, 2007; the increase was due in particular to claims related to coverage for weather-related events which had a significant and unusual impact on the performance during the period.

Total operating expenses incurred as of December 31, 2008 (acquisition commissions, collection and other acquisition expenses, investment and administration expenses), net of commissions received from reinsurers, amounted to a total of Euro 1,046 million (+1.3% compared to 2007).

The combined ratio calculated on direct business of the Non-Life business as of December 31, 2008, amounted to 98.6% (94.5% as of December 31, 2007). This indicator was the result of the sum of the two indices Loss ratio (76.3%) and Expense ratio (22.3%).

Economic performance of the banking division in the financial year 2008

The banking division was composed of Gruppo Bancario UGF Banca and Unipol SGR.

The financial year closed with a loss before taxation of Euro 112 million (Euro 62 million of profits as of December 31, 2007).

The table below shows the main line items of the income statement of the banking division, set forth in accordance with the banking scheme as it better represents the relevant business sector.

BANKING DIVISION (in millions of Euro)

31/12/2008 31/12/2007 % var.

Net interest income 252 211 19.4%

Income from fees and commissions 80 81 -1.2%

Other net financial income 7 8 -12.5%

Gross operating income 338 300 12.8%

Value adjustments/readjustments for impairment of financial assets (216) (29) 644.8%

Financial management – net result 122 272 -55.1%


With amounts set aside for provisions for risks and charges 8 7 14.3%

Cost/income 67.0% 67.4%

Pre-tax profit (loss) (112) 62 n.r.

As of December 31, 2008, net interest income amounted to Euro 252 million, recording an increase of 19.4%, as a result of the continuation of the commercial development and organizational restructuring carried out through the establishment of different centres divided by client segments (the Business Centres).


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The gross operating income amounted to Euro 338 million, an increase of 12.8% compared to the same period of the year 2007.

Net value adjustments for impairment of financial assets amounted to an aggregate of Euro 216 million almost entirely attributable to UGF Banca (Euro 29 million as of December 31, 2007), of which Euro 213 million of cautionary provisions for the write-down of loans as a result of the anomalies noted with respect to certain debt positions, as well as the accurate review of assets required by the current financial and economic crisis and the resulting increased attention to the issue of doubtful debts.

Operating expenses amounted to Euro 235 million, an increase of 11.8% and included provisions for risks and charges of Euro 8 million. The incidence on the gross operating profit (cost/income ratio) net of provisions for risks and charges, went from 67.4% in 2007 to 67% in 2008, although the bank continued its development strategy which included the anticipation of investments in human resources and logistics.

Economic performance of the holding company business and services division in the financial year 2008

The holding company business and services division was composed of the activities carried out by the controlling company UGF, which in the course of 2008, carried out the role of holding of equity participations and services of the Group in full, as well as of the activities of limited significance relating to the 6 months of management of the subsidiary Ambra Property, acquired on July 1, 2008, which is responsible for the property investments and the management of the hotel UNA Way Bologna Fiera.

It should be noted, considering the reorganization of the intragroup services completed at the end of 2007, that it is not possible to compare the economic data of the financial year ended December 31, 2008 with the date of the financial year ended December, 31, 2007.

The holding company business and services division closed as of December 31, 2008 with a profit before taxation of Euro 14 million.

9.3.5 Material events subsequent to March 31, 2010

On May 13, 2010, the Board of Directors of the Issuer approved the Business Plan.

With respect to the information relating to the Business Plan, see Section One, Chapter XIII of the Prospectus.

9.3.6 Combined ratio

The table below shows the development of the combined ratio of the UGF Group for the first quarter of 2010, compared to the same period in 2009, and for the years 2009, 2008 and 2007, compared to the same values relating to the Italian insurance market, where available.

31/03/2010 31/03/2009 31/12/2009 31/12/2008 31/12/2007

Combined ratio Non-Life - direct business

UGF Group 105.0% 99.6% 108.0% 98.6% 94.5%

Italian insurance market (*) n.a. n.a. n.a. 98.7% 94.7%

(*) Source ANIA - Infobila 2009


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The combined ratio of the Group in 2007 and 2008 was substantially in line with the entire Italian market; with respect to 2009, although the aggregate final data is not yet available, based on the public disclosures made by the main competitors, the combined ratio of the entire Italian market is expected to be greater than 100%.

The negative performance of the Non-Life insurance division during the period under review is due to structural factors which have had a significant influence on the data relating to the Motor business line, as well as to factors relating to the economic cycle41.

In particular, the structural factors which have adversely affected the performance of the Motor business lines at the market and Group levels are:

i) the distortion effects of the progressive rules of bonus/malus introduced in 2007, which have contributed to the erosion of the average premium that had already begun as a result of the increased price competition;

ii) the abnormal and increasing incidence of casualties;

iii) the significant increase of the cost of claims with severe or lethal bodily injuries, due to independent court rulings in the absence of relevant laws.

With respect to the factors relating to the economic cycle that have adversely affected the market and the UGF Group in the past years, the following in particular should be noted:

i) the effects of the adverse economic cycle which result in reduced demand for insurance and a worsening of fraud problems;

ii) an increase of claims from natural disasters (such as the earthquake in the Abruzzo region) and weather-related events (including floods and tornados), which confirms a worrying trend related to climate changes.

With respect to the UGF Group, the policy portfolio increased in market segments such as corporate vehicle fleets and cumulative policies of the Sickness class with traditional liquidation system, which recorded negative technical performances in the period under review. Already during 2009, the Group took measures to face the described phenomena and to re-establish the economic balance. Interventions with respect to the insurance rates and measures for portfolio selection were carried out. The underwriting policies are resulting in causing an expected decrease of the policy portfolio, with positive effects on claims frequency, as shown by the decrease by 8% of Motor Third Party Liability claims recorded in the first three months of the current financial year and confirmed by the improvement of the combined ratio of the Group in the first quarter of 2010, amounting to 105% compared to 108% at the end of 2009.

9.3.7 Derivatives

As of March 31, 2010, transactions with derivative financial instruments for the coverage of fair value variations (fair value hedge), as well as for the coverage of cash flows (cash flow hedge) were in place. The other financial instruments are classified in the “trading” category. It is noted that as of March 31, 2010, the coverage was effective as the ratios between variations of fair value of derivative instruments for coverage and the fair value variation correlated to the risk covered by the underlying assets remain within the 80%-125% variation interval identified by the accounting principle IAS 39. The economic effects in the first quarter of 2010 were negative in the amount of Euro 22 million with respect to the variation of the fair value of interest rate swaps (“IRS”) and positive in the amount of Euro 25 million with respect to the variation of the fair value of the underlying assets.

41 Source: ANIA – document of February 9, 2010 “Audition on the problems of the insurance market, in particular with respect to the areas of Southern Italy” – Commission VI Finance of the Chamber of Deputies.


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As of December 31, 2009, transactions with derivative financial instruments for the coverage of fair value variations (fair value hedge), as well as for the coverage of financial flows (cash flow hedge) were in place. The other financial instruments are classified in the category “trading”. It is noted that as of December 31, 2009, the coverage was effective as the ratios between fair value variations of derivative instruments for coverage and the fair value variation correlated to the risk covered by the underlying assets remain within the 80%-125% variation interval identified by the accounting principle IAS 39. The economic effects in the financial year 2009 were positive in the amount of Euro 34 million with respect to the variation of the fair value of interest rate swaps (“IRS”) and negative in the amount of Euro 40 million with respect to the variation of the fair value of the underlying assets.

As of December 31, 2008, transactions with derivative financial instruments for the coverage of fair value variations (fair value hedge), as well as for the coverage of cash flows (cash flow hedge) were in place. The other financial instruments are classified in the “trading” category. The economic effects in the financial year 2008 were negative in the amount of Euro 116 million with respect to the variation of the fair value of the IRS and positive in the amount of Euro 131 million with respect to the variation of the fair value of the underlying assets.

9.3.8 Embedded Value and Appraisal Value relating to the Life business of the UGF Group

Embedded Value

In order to identify the intrinsic value of a life insurance company or the life insurance business of an insurance group, the so-called Embedded Value is usually provided in accordance with consolidated international practice.

Embedded Value is the estimate, based on actuarial techniques, of the value of a life insurance company, by excluding what can be attributed to the future new production (Goodwill) and is determined as sum of adjusted shareholders’ equity and the technical value of the portfolio of policies in force (In-Force Value) as of the valuation date.

1. Adjusted shareholders’ equity amounts to the sum of shareholders’ equity as set forth in the consolidated financial statements attributed to the Life division, and the necessary adjustments to align the underlying assets to market value.

The adjustments of shareholders’ equity relate to:

• The cancellation of intangible assets, including goodwill, deferred acquisition costs and other minor adjustments;

• The alignment to the market value of the assets (portfolio of securities held in the category “Held to Maturity” and “Loans and Receivables”).

Such adjustments are made net of tax effects.

2. The technical value of the Life business portfolio (Value of Business In Force - VIF), is the actualized value of future profits relating to the existing portfolio, net of taxes and cost of capital.

To determine this value a determination valuation model was used which provides for the projection and discounting of the cash flow. The projection is made for each policy based on the insured capital, mathematical reserves, premiums issued including future premiums for the contracts with yearly premiums and premiums issued in connection with contracts with yearly and recurring premium payments, the age of policyholders, contractual term, loading of management and acquisition, the commissions and incentives granted to the network, the management fee and the investment yield taking into account the retrocession quota granted to policyholders and of the part withheld by the company.


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In further detail, the following profit components are determined for every policy and on a monthly basis:

• profit from interest, identifies the financial profit deriving from the difference between the yield of the business activities for coverage of the mathematical reserves, and the yield with respect to contracts;

• profit from redemption, determined as difference between the mathematical reserve and the amounts expected to be paid upon redemption;

• profit from loading, generated from the difference between the loading applied to premiums and the expenses incurred by the company;

• profit from mortality, generated from the difference between the probability of predecease applied to the difference between tariffs and the probability of death, estimated based on the company’s experience;

• profit from management fee, received as difference between inward and outward fees.

Profit is stated as actual value on the valuation date and is deducted from the financial contribution to the gross operating margin and taxes.

The valuation as of December 31, 2009 was carried out on the basis of the assumptions set out below.

The yield rates of assets for the coverage of mathematical reserves were estimated by projecting to the maturity the securities in the portfolio; thus, different yield rate curves were used for UGF Assicurazioni and BNL Vita. This assumption was formulated to reflect in the valuation the different investment lines adopted by the Group companies. The average expected yield rate of the assets for coverage of the mathematical reserves is approximately 4%.

The discount rate was set at 6.5% and obtained from the sum of the average yield rate for assets for coverage of the mathematical reserves and a risk rate (approximately 2.5%). The use of a higher rate than the projection rate for the income of the assets for coverage of the mathematical reserves is related to the necessity to take into account the “risk” that the projections may be accurate.

The mortality assumption was deduced, for almost the totality of tariffs, from table SI92 (included in the tables on the mortality of the Italian population published by Istat), differentiated by sex and discounted at 40%.

The probabilities of redemption have been estimated on the basis of the experience of every company in relation to the different types of tariffs.

The assumptions relating to the expenses for contracts were determined, for UGF Assicurazioni, as fixed amount applied to the single policy with respect to individuals and to the single insured person with respect to collective policies. For BNL Vita the assumptions on expenses are determined as percentage of mathematical reserves, given the characteristics of bancassurance of the company.

The level of taxation is at 32.32%, following from the amount of IRES (27.5%) and IRAP (4.82%).

Set forth below is the embedded value of the Life business of the UGF Group as of December 31, 2009:

EMBEDDED VALUE AS OF 31 /12/2009


Net adjusted capital 762.3


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In-force Value 300.7

Embedded Value Life of the Group (*) 1,062.9

(*) Amount shown refers to UGF Assicurazioni and BNL Vita and is net of quotas of minority interests, tax and cost of capital.

Appraisal Value

In accordance with the widespread interpretation in financial analysis companies, the Appraisal Value is calculated as sum of Embedded Value and Goodwill (which represents the capacity of a company or an insurance group to acquire potential new contracts in the Life sector).

Goodwill is generally calculated applying a multiplier to the technical value of the new production year.

The technical value of new business (Value of New Business - NBV) is the estimate of the current value of future profits of the production of the last year including expected premiums for contracts with annual or recurring premiums, taking into account the different types of tariffs and the gross operating margins net of tax and cost of capital. This value was determined on the basis of the same assumptions than those used for the estimate of the technical value of the portfolio (In-force).

The choice of the multiplier typically varies based on the distribution channel used by the company being valued, the type of clients served and the perception of risks associated with future sales, and thus is the result of a valuation process not objectively determinable.

Below is a chart setting forth the value of new business as of December 31, 2009 of the UGF Group.

VALUE OF NEW PRODUCTION AS OF 31/12/2009


Value of new production (one year) (*) 63.3

(*) Amount shown refers to UGF Assicurazioni and BNL Vita and is net of quotas of minority interests, tax and cost of capital.

As an example, below is the Appraisal Value obtained by using multipliers for the value of new production of one year, respectively equal to:

• 5, 10, 15 for UGF Assicurazioni;

• 2.5 for BNL Vita, as agreed between the parties (BNP Paribas and UGF) in connection with the determination of the price of a call option granted to BNP Paribas, exercisable during 2011, for the shareholdings held by UGF in BNL Vita (amounting to 51%) and the price of a put option granted to UGF with respect to the shareholding itself, if BNP Paribas does not exercise its call option.

APPRAISAL VALUE AS OF 31/12/2009


Value with multiplier = 5 for UGF Assicurazioni; 2.5 BNL Vita 1,324.8




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The Appraisal Value is thus determined as comprised between approximately Euro 1,300 million and Euro 1,750 million.

The methodology and the assumptions used for the determination of the Embedded Value as of December 31, 2009 by the UGF Group – Life businesses have been verified by an external actuary, who deemed them to be adequate and consistent with the examined portfolios; the estimated Embedded Value was used by the actuary for the determination of the scenarios of Appraisal Value (embedded value + goodwill) as of December 31, 2009.

9.4 Information regarding the policies or government, economic, tax, monetary or political factors, which may, directly or indirectly, have material repercussions on the assets of the Issuer

Other than as stated in connection with the risk factors set forth in Section One, Chapter IV of the Prospectus, which should be read for further information, the Issuer is not aware of information relating to external factors which have had or could have, directly or indirectly, material repercussions on the business of the Group.


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CHAPTER X FINANCIAL RESOURCES

This Chapter sets forth financial information of the UGF Group relating to the quarters ended March 31, 2010 and 2009, as well as the financial years ended December 31, 2009, 2008 and 2007. This information was extracted from:

- the interim condensed consolidated financial statements for the quarter ended March 31, 2010 subject to limited accounting review by the Independent Auditors, who issued the unqualified report on May 17, 2010. This document is included in the interim management report as of March 31, 2010 approved by the Board of Directors of the Issuer on May 13, 2010. It should also be noted that the data relating to the quarter ended March 31, 2009, presented for comparison purposes, has not been audited nor been subject to limited review;

- the consolidated financial statements for the financial years ended December 31, 2009, 2008 and 2007 of the UGF Group, approved by the Board of Directors of the Issuer on March 25, 2010, March 19, 2009 and March 20, 2008, respectively, and audited by the Independent Auditors. The consolidated financial statements as of December 31, 2007 were audited by the Independent Auditors, who issued their unqualified report on April 7, 2008. The consolidated financial statements as of December 31, 2008 and 2009 were audited by the Independent Auditors who issued their qualified reports on April 6, 2009 and April 9, 2010, respectively. For the content of these Independent Auditors’ reports, see Section One, Chapter XX, Paragraph 20.4 of the Prospectus.

The consolidated financial information and related notes set forth in this Chapter must be read in conjunction with the data and information included in the consolidated financial statements of the Issuer relating to the financial years ended December 31, 2009, 2008 and 2007 and the condensed consolidated interim financial statements as of March 31, 2010, which are incorporated herein by reference pursuant to Article 11, paragraph 2, of Directive 2003/71/CE and Article 28 of Regulation 809/2004/CE. These documents are available to the public, together with the respective Independent Auditors’ report, at the locations indicated in Section One, Chapter XXIV of the Prospectus.

For further information on the results of operations and the financial condition of the UGF Group, see Section One, Chapter XX of the Prospectus.

10.1 Financial resources

With respect to the insurance division, the UGF Group does not need to issue short-term financial liabilities given that the financial cycle of the operations carried out by it is characterised by advance financial inflows deriving from the collection of premiums from policyholders, as compared to financial outflows deriving from the settlement of claims and the payments to policyholders, represented in the balance sheet by technical provisions.

With respect to the banking division, the UGF Group obtains the necessary resources for its short-term funding mainly through the traditional deposits from bank customers and the interbanking market.

With respect to medium/long-term financial resources, the UGF Group obtains the necessary resources for its activities mainly through the issuance of bonds and bank financings, in addition to own funds (share capital and capital reserves).

The table below sets forth the amount of (i) own funds as of March 31, 2010, classified in the consolidated condensed interim balance sheet in the “Shareholders’ Equity” line item, and (ii) own funds as of December 31, 2009, 2008 and 2007, classified in the consolidated balance sheet in the “Shareholders’ equity” line item.


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OWN FUNDS (in millions of Euro)

31/03/201031/12/2009 31/12/200831/12/2007 % var.2010/2009

% var. 2009/2008

% var. 2008/2007

Share capital 2,391 2,391 2,391 2,391


Accumulated earnings and other reserves 157 929 833 630 -83.1% 11.5% 32.3%

(Own shares) (0) (0) (0) 0 n.r.

Profits or losses on financial assetsavailable for sale (324) (393) (1,326) (680) -17.6% -70.3% 95.0%

Other profits or losses recorded in theequity direct (2) 11 21 21 n.r. -47.6% 0%

Profit (loss) of the period pertaining to theGroup (7) (772) 93 389 -100.9% n.r. -76.2%

Own funds pertaining to the UGF Group 3,636 3,585 3,433 4,988 1.4% 4.5% -31.2%

(a) As of March 2010, and as of the end of 2009 and 2008, UGF and UGF Assicurazioni held an aggregate of 86,642 ordinary shares of UGF.

The representation of the financial resources other than own funds and used by the UGF Group for the conduct of its operations, was prepared by dividing (i) the issuances of bonds, represented by the “Subordinated liabilities” and “Issued debt securities” line item; (ii) the traditional deposits from banking customers, represented in the balance sheet by the “Payables to banking customers” line item; and (iii) net interbanking deposits, represented in the balance sheet by the “Interbanking payables” and “Interbanking loans and receivables” line items.

The table below sets forth the amount of financial resources of the UGF Group as of March 31, 2010, December 31, 2009, 2008 and 2007. It is noted that in the financial statements for 2008 and 2007, the “Payables to bank customers” line item also included securities deriving from securitisation transactions which in 2009 were classified in the “Issued debt securities” line item. For the purposes of consistency of values and the preparation of the tables below, the securities deriving from securitisation transactions for the years 2008 and 2007 were reclassified in the “Issued debt securities” line item and deleted from the “Payables to bank customers” line item.

FINANCIAL RESOURCES (in millions of Euro)

31/03/201031/12/200931/12/2008 31/12/2007 % var.2010/2009

% var. 2009/2008

% var. 2008/2007


Issued debt securities 2,752 2,708 1,800 2,273 1.6% 50.4% -20.8%

Payables to bank customers 5,020 5,122 4,418 4,664 -2.0% 15.9% -5.3%




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FINANCIAL RESOURCES (in millions of Euro)

31/03/201031/12/200931/12/2008 31/12/2007 % var.2010/2009

% var. 2009/2008

% var. 2008/2007


Total financial resources 9,601 9,494 7,915 6,564 1.1% 19.9% 20.6%

As of March 31, 2010, financial resources of the UGF Group amounted to Euro 9,601 million, an increase of 1.1% compared to the figure at the end of 2009 (Euro 9,494 million).

This change is due to the increase in net interbanking deposits amounting to Euro 203 million as of March 31, 2010, compared to Euro 51 million as of the end of 2009.

At the end of 2009, the financial resources of the UGF Group amounted to Euro 9,494 million, an increase of 19.9% compared to Euro 7,915 million as of the end of 2008.

This change is mainly due to the issuance of bonds: in 2009 the UGF Group issued subordinated liabilities for a nominal amount of Euro 375 million and senior bonds for a nominal value of Euro 925 million.

Among the main changes the increase of 15.9% of “Payables to bank customers” is to be noted which amounted to Euro 5,122 million at the end of 2009 compared to Euro 4,418 million at the end of 2008.

The exposure of the UGF Group towards the interbanking market however is decreasing, as shown by net interbanking deposits of Euro 51 million at the end of 2009 compared to a balance at the end of 2008 of Euro 419 million.

At the end of 2008, financial resources of the UGF Group amounted to Euro 7,915 million, an increase of 20.6% compared to the end of 2007 (Euro 6,564 million).

This increase is due mainly to the changes in net interbanking deposits which increased from a negative Euro 1,285 million at the end of 2007 to a positive Euro 419 million at the end of 2008: this change is mainly ascribable to the extraordinary dividend distribution to UGF shareholders in the amount of approximately Euro 998.8 million.

In addition, the increase of subordinated liabilities should be noted, the value of which went from Euro 912 million at the end of 2007 to Euro 1,278 million at the end of 2008: this change is mainly due to the granting of the Euro 400 million subordinated financing by UGF Assicurazioni.

With respect to issued debt securities, a decrease of approximately 20.8%, from Euro 2,273 million as of December 31, 2007 million to Euro 1,800 million as of December 31, 2008 was recorded due to the repayment of securities deriving from securitisations.

In addition, payables to customers decreased by 5.3%, from Euro 4,664 million at the end of 2007 to Euro 4,418 million at the end of 2008.

Subordinated liabilities

The table below sets forth the amount of subordinated liabilities as of March 31, 2010, and December 31, 2009, 2008 and 2007.


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ISSUED SUBORDINATED LIABILITIES (in millions of Euro)

31/03/2010 31/12/2009 31/12/2008 31/12/2007 % var. 2010/2009

% var. 2009/2008

% var. 2008/2007

By UGF 0 0 616 616 n.r. -100.0% n.r.

By UGF Assicurazioni 984 972 393 0 1.2% 147.3% n.r.

By UGF Banca 642 641 268 269 0.2% 139.2% -0.4%

By BNL Vita 0 0 0 27 n.r. n.r. -100.0%

Total subordinated liabilities 1,626 1,613 1,277 912 0.8% 26.2% 40.1%

Subordinated liabilities are used by the UGF Group mainly as means to strengthen its capital structure; as a result, the different companies of the UGF Group that intend to strengthen their capital use subordinated liabilities in accordance with the laws applicable to the industry and with the prior authorisation by the competent Supervisory Authorities.

As of March 31, 2010, subordinated liabilities issued by the UGF Group amounted to Euro 1,626 million, an increase of 0.8% compared to the figure at the end of 2009 (Euro 1,613 million).

Subordinated liabilities of the UGF Group as of December 31, 2009 amounted to Euro 1,613 million, an increase of Euro 336 million compared to Euro 1,277 million at the end of 2008. The increase is due mainly to the issuance by UGF Banca of subordinated debt instruments for a nominal value of Euro 375 million, composed of Upper Tier 2 instruments for Euro 300 million, and of Lower Tier 2 instruments for Euro 75 million. These issuances, together with a capital increase by UGF Banca of Euro 201 million, have resulted in an immediate improvement of capital ratios of UGF Banca and the UGF Group, as well as in the creation of an important financing source for the expected growth of UGF Banca in the coming years.

At the end of 2008, subordinated liabilities amounted to Euro 1,277 million, an increase of Euro 365 million compared to the end of 2007 (Euro 912 million). The increase is mainly due to the use of subordinated financings for Euro 400 million for the strengthening of the capital ratios of UGF Assicurazioni and the UGF Group.

The main characteristics of the subordinated liabilities issued by UGF Assicurazioni are as follows:

• subordinated financing of Euro 400 million issued by Mediobanca in May 2008, of perpetual and hybrid nature with the computability requirements for being included within the elements constituting the solvency ratio pursuant to Article 45, paragraph 2, of the Code of Private Insurance, with early reimbursement option, subject to the prior authorisation of the Supervisory Authority, (i) after 10 years from the date of its issuance, or (ii) upon the occurrence of specific events, such as, for example, the loss of the above mentioned computability requirements or of the requisites for UGF Assicurazioni to be subject to the insurance supervisory regime, or (iii) should the tax regime applicable to the loan be amended. The financing has the required characteristics for inclusion. The financing shall accrue interests equal to the 6 months Euribor rate, increased by a spread of 250 basis points. In connection with this financing, during the month of June 2009 an agreement hedging the interest rate risk with Mediobanca as counterparty was entered into, which will be effective as of May 2010, and pursuant to which the effects of the floating rate (6 months Euribor) will be replaced by a fixed rate of 3.855% (see Section Two, Chapter III, Paragraph 3.2 of the Prospectus);


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• subordinated bond for a nominal value of Euro 300 million, originally issued in June 2001 by UGF, with a twenty year term and an option for early repayment subject to the authorisation of the Supervisory Authority starting in mid-June 2011. The bond, which is listed on the Luxembourg Stock Exchange, accrues annual fixed interests of 7% until June 2011 (first date for the exercise of the early repayment provision); subsequently, the bond will accrue interests of 3 months Euribor increased by a spread of 250 basis points. The bond has the required characteristics for inclusion within the elements constituting the solvency ratio. The replacement of UGF by UGF Assicurazioni as issuer in connection with this loan was perfected on August 5, 2009 (see Section One, Chapter XIX, Paragraph 19.3 and Section Two, Chapter III, Paragraph 3.2 of the Prospectus);

• subordinated bond for a nominal value of Euro 300 million, originally issued at the end of July 2003 by UGF, with a twenty year term and an option for early repayment subject to the authorisation of the Supervisory Authority, starting from the end of July 2013. The bond, which is listed on the Luxembourg Stock Exchange, accrues annual fixed interest of 5.66% until July 2013 (first date for the exercise of the early repayment provision); subsequently, the bond will accrue interests of 3 months Euribor increased by a spread of 250 basis points. A public tender offer was conducted in July 2009 with respect to such bond, upon completion of which UGF repurchased securities for a nominal value of Euro 38.3 million at Euro 87.5 for every Euro 100 of nominal value. The bond has the required characteristics for inclusion within the elements constituting the solvency ratio. The replacement of UGF by UGF Assicurazioni as issuer in connection with this loan was perfected on December 29, 2009, following the prior approval by the Noteholders’ Meeting on October 27, 2009 (see Section One, Chapter XIX, Paragraph 19.3 and Section Two, Chapter III, Paragraph 3.2 of the Prospectus);

The two subordinated bonds for a nominal aggregate value of Euro 600 million were assigned the rating “Baa1” with negative outlook by the rating agency Moody’s Investors Service, and “BBB” by the rating agency Standard & Poor’s.

The subordinated liabilities issued by UGF Banca are composed of unlisted securities with maturities between 2010 and 2019. As of March 31, 2010, they amounted to an aggregate Euro 642 million and their nominal aggregate value did not change during the quarter.

The table below sets forth the issuances by UGF Banca outstanding as of March 31, 2010.

DETAILS OF SUBORDINATED LIABILITIES ISSUED BY UGF BANCA

(in Euro)

Level of subordination Issued amount Repayment

date Interest

rate Coupon

Upper tier II 300,000,000 17/12/2019 Floating Average quarter Euribor 3m + 640 bp

Lower tier II 49,160,000 12/10/2019 Fixed 4.50%


Lower tier II 63,000,000 05/12/2017 Floating Euribor 3m + 30 bp








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Total 654,160,000

As of December 31, 2009, the value of such liabilities amounted to Euro 641 million.

Issued debt securities

The UGF Group currently has two issuance programmes:

• international programme (Euro Medium Term Note Programme up to a maximum of Euro 2,000 million), with UGF as issuer and with issuances having the characteristics of a senior bond, offered to institutional investors (see Section Two, Chapter III, Paragraph 3.2 of the Prospectus);

• a national programme for a maximum amount of Euro 500 million with UGF Banca as issuer, offered mainly to retail and private customers.

The table below shows the amount of debt securities issued as of March 31, 2010, and December 31, 2009, 2008 and 2007.

DEBT SECURITIES ISSUED (in millions of Euro)

31/03/2010 31/12/2009 31/12/2008 31/12/2007 % var. 2010/2009

% var. 2009/2008

% var. 2008/2007

Securities issued by UGF 930 922 0 0 0.1% n.r. n.r.

Securities issued by GruppoBancario UGF Banca 985 903 653 481 9.0% 38.3% 35.8%

Securities from securitisations 838 882 1.147 1.792 -5.0% -23.1% -36.0%

Total debt securities issued 2,753 2,707 1,800 2,273 1.6% 50.4% -20.8%

Over the course of 2009, UGF carried out two issuances with the following main characteristics:

• senior bond with nominal value of Euro 175 million, issued on July 1, 2009, approved by the Board of Directors of UGF on June 25, 2009. The loan was issued at par, with a three-year term and a fixed annual interest rate of 5.25%. The issuance was placed through a private placement by UGF Merchant, and was subscribed for in full by qualified investors, including the controlling companies Finsoe and Holmo, in June 2009 (see Section One, Chapter XIX, Paragraph 19.2 of the Prospectus);

• senior bond with a nominal value of Euro 750 million, issued on December 11, 2009 under the Euro 2,000 million Euro Medium Term Note Programme, approved by the Board of Directors of UGF on November 12, 2009. The bond, which is listed on the Luxembourg Stock Exchange, was issued at Euro 99.314 for every Euro 100 of nominal value, has a term of seven years and an annual fixed interest rate of 5%. The placement of the issuance which was offered to institutional investors in full, was carried out on December 4, 2009 by Mediobanca and J.P. Morgan as joint lead managers and bookrunners, as well as by UGF Banca as co-manager. The rating agency Moody’s Investors Service rated the security “Baa2” with negative outlook, while Standard & Poor’s assigned a rating of “BBB”.


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As of March 31, 2010, the securities issued by Gruppo Bancario UGF Banca amounted to Euro 985 million and are almost exclusively composed of bond issuances by UGF Banca offered to its clients. This amount increased by 9% compared to the end of 2009 (Euro 903 million).

The following table sets forth the issuances by Gruppo Bancario UGF Banca outstanding as of March 31, 2010 and December 31, 2009 with amounts issued equal to or exceeding Euro 20 million.

MAIN SECURITIES ISSUED BY GRUPPO BANCARIO UGF BANCA

(in Euro)

Status as of March 31, 2010

Amount issued

Status as of December 31, 2009

Amount issued

Repayment date Interest rate Coupon

20,000,000 20,000,000 03/04/2010 Floating Euribor 3m + 55 bp

27,774,000 27,774,000 03/04/2010 Fixed 4.00%


20,000,000 20,000,000 02/07/2010 Fixed 4.20%

20,000,000 20,000,000 10/08/2010 Fixed 4.40%

20,000,000 20,000,000 10/08/2010 Floating Euribor 3m – 10 bp

20,000,000 20,000,000 01/02/2011 Fixed 4.00%


50,000,000 50,000,000 20/02/2011 Fixed 5.00%

30,000,000 30,000,000 26/04/2011 Fixed 3.50%

30,000,000 30,000,000 26/04/2011 Fixed 3.30%

20,454,000 20,454,000 30/04/2011 Floating Euribor 3m

21,100,000 21,100,000 08/05/2011 Fixed 5.20%

24,000,000 24,000,000 02/06/2011 Fixed 3.20%

30,000,000 30,000,000 01/07/2011 Fixed 3.00%

30,000,000 30,000,000 01/07/2011 Fixed 2.80%


42,900,000 42,900,000 08/08/2011 Fixed 5.40%

20,000,000 20,000,000 13/08/2011 Fixed 2.50%

25,000,000 25,000,000 30/09/2011 Fixed 2.25%

20,600,000 20,600,000 10/12/2011 Fixed 4.00%

48,950,000 39,790,000 14/01/2012 Fixed 2.50%

46,990,000 18/04/2012 Fixed 2.25%

20,000,000 20,000,000 13/05/2012 Fixed 2.75%

25,000,000 25,000,000 06/11/2012 Fixed 2.90%

25,000,000 23/11/2012 Fixed 2.70%

33,000,000 33,000,000 31/12/2013 Floating Average quarter, Euribor 3m + 52 bp

740,385,000 659,235,000


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As an alternative to direct debt and in order to diversify funding sources, the UGF Banca Group has carried out securitisation transactions with the aim of both improving the correlation of maturities of deposits and loans and of locating financial resources secured by the assignment of receivables from performing mortgages.

The table below sets forth the outstanding securitisation transactions as of March 31, 2010, with the indication of the original amount of the transaction. Finally, it should be noted that the Group has not entered into securitisation transactions in the first quarter of 2010.

DETAILS OF SECURITISATION TRANSACTIONS OF UGF BANCA AS OF MARCH 31, 2010


Originator Transaction name

Transaction purpose

Type of assets subject to

securitisation

Value of issued securities

Year of issuance

% securities placed on

the market

UGF Banca Castoro Funding Performing residential loans 700 2005 93%

UGF Banca Atlante Funding Performing loans 1,520 2006 86%

UGF Banca Grecale ABS cart 4 Funding

Performing residential loans 1,104 2008 0%

UGF Banca Grecale ABS cart 5 Funding

Performing residential loans 627 2009 0%

The securitised receivables derive from mostly residential performing loans granted to individuals resident in Italy and guaranteed by mortgages on buildings located in Italy. Only the portfolio of the Atlante transaction contains a minor value quota of receivables derived from non-mortgage loans issued to Italian public entities.

The securities issued in connection with the securitisation transactions carried out in the 2009 and 2008 years have not been placed on the market but have been subscribed for in full by the originator UGF Banca and are currently used as contingency instruments for financing transactions with the Central European Bank.

For further information, see Section One, Chapter XIX, Paragraph 19.3 and Section Two, Chapter III, Paragraph 3.2 of the Prospectus.

10.2 Cash flows of the UGF Group

Below is a description of the cash flows of the Group through the consolidated cash flow statements for the quarter ended March 31, 2010 and the financial years ended December 31, 2009, 2008 and 2007. The cash flow statement is prepared pursuant to the indirect method in accordance with the provisions of ISVAP Regulation no. 7 of July 13, 2007.


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CONSOLIDATED CASH FLOW STATEMENT (indirect method)


31/03/2010 31/12/2009 31/12/2008 31/12/2007

Profit (loss) for the year before taxation 24 (973) 134 607

Change in non-monetary items 814 3,552 233 2,387

Change in provisions for Non-Life unearned premiums (26) (34) (1) 81

Change in provisions for outstanding claims and in other Non-Life technical provisions 17 230 (58) 97

Change in mathematical provisions and in other Life technical provisions 681 2,869 (658) 1,919

Change in deferred acquisition costs 1 15 20 9

Change in amounts set aside (4) 20 25 10

Non-monetary income and charges arising out of financial instruments, investments in property and shareholdings 12 791 926 407

Other changes 134 (339) (21) (136)

Change in receivables and payables generated by operations 250 (137) (245) (349)

Change in receivables and payables arising out of direct insurance and reinsurance operations 223 18 (41) (145)

Change in other receivables and payables 27 (156) (204) (205)

Tax paid 0 (39) (110) (170)

Net liquid assets generated/absorbed by monetary items pertaining to investment and financial operations (215) (1,195) (147) (2,414)

Liabilities arising out of financial contracts issued by insurance companies (158) (588) (827) (191)

Payables to banking customers and interbanking payables 39 (716) (300) 1,143

Loans and receivables from banking customers and interbanking loans and receivables (76) (974) (157) (1,250)

Other financial instruments recorded at fair value through profit or loss (21) 1,084 1,136 (2,115)

TOTAL NET LIQUID ASSETS ARISING OUT OF OPERATIONS 872 1,208 (134) 61

Net liquid assets generated/absorbed by investments in property 1 25 (1) (18)

Net liquid assets generated/absorbed by shareholdings in subsidiaries, associates and joint ventures 0 (5) (11) 1

Net liquid assets generated/absorbed by corporate financing and receivables (56) (474) 137 4

Net liquid assets generated/absorbed by investments held to maturity 21 7 (65) 209

Net liquid assets generated/absorbed by financial assets available for sale (860) (3,013) 583 (650)

Net liquid assets generated/absorbed by tangible and intangible assets (6) (149) (80) (356)

Other net cash flows generated/absorbed by investment operations 0 1 37 (37)

TOTAL NET LIQUID ASSETS ARISING OUT OF INVESTMENT OPERATIONS (899) (3,607) 601 (847)

Net liquid assets generated/absorbed by equity instruments pertaining to the Group (0) (0) (850) (8)

Net liquid assets generated/absorbed by own shares 0 0 0

Distribution of dividends pertaining to the Group 0 0 (184) (288)

Net liquid assets generated/absorbed by capital and reserves pertaining to minority interests 0 (101) 24 (123)

Net liquid assets generated/absorbed by subordinate liabilities and participating financial instruments 2 335 366 124

Net liquid assets generated/absorbed by sundry financial liabilities 9 2,043 157 32


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CONSOLIDATED CASH FLOW STATEMENT (indirect method)


31/03/2010 31/12/2009 31/12/2008 31/12/2007

TOTAL NET LIQUID ASSETS ARISING OUT OF CORPORATE FINANCING OPERATIONS 11 2,276 (488) (263)


CASH AND CASH EQUIVALENTS AS AT BEGINNING OF FINANCIAL YEAR

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 222 345 364 1,414

CASH AND CASH EQUIVALENTS AS AT THE END OF THE FINANCIAL YEAR (15) (123) (20) (1,049)

TOTAL NET LIQUID ASSETS ARISING OUT OF CORPORATE FINANCING OPERATIONS 206 222 345 364

Although it does not contain significant changes in terms of liquidity generated/absorbed in the first quarter of 2010, the cash flow statement of the Group as of March 31, 2010 shows an absorption of liquidity by investment operations financed mainly by an increase of liquidity generated by operations.

Although the comparison of the cash flow statement data of the Group relating to December 31, 2009 and December 31, 2008 does not contain significant changes in terms of liquidity generated/absorbed in the periods under review, it is characterised:

• for the financial year 2009, by an absorption of liquidity by investment operations, financed by an increase of liquidity generated by operations, as well as an increase of liquidity generated by financing operations;

• for the financial year 2008, by an increase of liquidity derived from investment operations, compensated by an increase of liquidity absorbed by financing operations and operations.

10.3 Financial requirements and funding structure

With respect to the financial flows deriving from the activities carried out by the UGF Group, the nature of such activity implies that there are no short-term financing requirements since the companies operate by using the liquidity obtained from the policyholders (through the payment of premiums) or the banking clients (through deposits).

In addition, the UGF Group as of March 31, 2010 had own funds of Euro 3,636 million to meet its financial requirements.

10.4 Restrictions on the use of financial resources

Except for quantitative and qualitative limits to investments that insurance companies carry out as coverage for technical provisions in the context of their asset and financial management set forth by the applicable laws of the industry and in particular the Code of Private Insurance, there are no additional restrictions to the use of funding resources which have had or could have, directly or indirectly, material effects on the Issuer’s operations.


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10.5 Information on projected sources of funding needed to meet obligations relating to the main future investments of the Group

Self-financing, the funding instruments traditionally used by the Group and described in this Chapter, together with the funding resources that will be obtained through the Capital Increase pursuant to this Prospectus, constitute the main funding sources for the Group to meet its obligations.


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CHAPTER XI RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES

11.1 Research and development

Considering the business segments in which it operates, the Issuer does not deem research and development activities to be significant for the purposes of the Prospectus.


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CHAPTER XII INFORMATION ON EXPECTED TRENDS

12.1 Recent trends in the performance of production, sales and stocks and in the development of costs and sale prices

The macroeconomic context in the first months of 2010 continued to be critical with respect to the economic recovery and unemployment rates. In addition, in the period following the first quarter, the tensions on financial markets caused by the level of public debt of several countries at the periphery of the Euro area, and in particular Greece, were further aggravated also due to the delay in the preparation of an adequate support plan. The delays and the concerns that the Greek crisis might spread to other European countries have provoked tensions on the financial markets and facilitated speculation attacks. On May 9, Ecofin approved an aid package for a total of Euro 750 billion in order to safeguard the financial stability in the Euro zone, thwarting the trust crisis with respect to the sovereign debt of several countries which are members of the Euro, and in particular Greece, for a three-year period.

The financial solidity of the UGF Group will be adversely affected during the remainder of 2010 by the absorption of capital in connection with the planned acquisition of Gruppo Assicurativo Arca, and will be positively affected by the Capital Increase. It is possible to assume a level of solidity in line with that of the financial year 2009 by the end of this financial year, excluding effects deriving from anomalous perturbations of the financial markets.

Based on the data of the first quarter of 2010, the Group hopes to return to a positive result during the financial year 2010, thanks to the contribution of the many actions undertaken, in particular in the Non-Life business. This objective is based, among others, on the assumptions that the current strong tensions in the financial markets will be adequately resolved in the near future so as to restore a more orderly context for the performance of such markets.

Insurance division

In the period following the quarter, the performance of the insurance division of the Group was substantially in line with quarterly data.

In the Non-Life business, premium income shows a dynamic similar to that recorded in the first quarter of 2010, during which direct premium income amounted to Euro 984 million, a decrease of 3.7% compared to the same data as of March 31, 2009 (Euro 1,022 million); in addition, the decreasing trend with respect to claims filed in the Motor Third Party Liability business lines was confirmed, thus proving the incisive nature of the actions taken for the recovery of the profitability of the relevant business line.

In the Life business, premium income continues to decrease compared to the prior year, mainly due to the expected slowdown of BNL Vita. From the month of May, the sales network of UGF Assicurazioni will have at its disposal the new tariff list that should allow a recovery of the current trend.

In the bancassurance sector, the relevant activities will be strengthened in 2010 following the execution of the acquisition of Gruppo Assicurativo Arca (see Section One, Chapter XXII, Paragraph 22.2 of the Prospectus).

Banking division

The slow overcoming of the macroeconomic crisis which has characterised the years 2008 and 2009 should constitute the basis for a significant improvement of the business performance together with important changes to the assets of UGF Banca in 2008 and of UGF Merchant in 2009, including the analytical classification of critical position and the recording of adequate adjustments for receivables.


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12.2 Trends, uncertainties, requirements, commitments or known facts that could reasonably have significant repercussions on the prospects of the Issuer, at least for the current financial year

Based on the information currently available, except as set forth in Section One, Chapter IV of the Prospectus, the Issuer is not aware of tendencies, uncertainties, requirements, commitments or facts which could reasonably have a significant impact on the prospects of the Issuer, at least for the current financial year.


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CHAPTER XIII PROFIT PROJECTIONS OR ESTIMATES

13.1 Main assumptions on which the Issuer based its forecasts

13.1.1 Introduction

On May 13, 2010, the Board of Directors of the Issuer approved the Business Plan for the three-year period 2010-2012, which includes the strategic guidelines and the economic and financial goals of the Group. The Business Plan includes, among other things, projections of certain specific indicators of the sectors in which the Group operates, insurance and banking, as well as the Group profit expected at the end of the period covered by the Business Plan.

In the days immediately following its approval, the Business Plan was presented to the financial community, the Group’s employees and the network of insurance agencies; the document used for the presentation, “2010 – 2012 Business Plan”, is available on the Issuer’s website www.unipolgf.it.

The Business Plan was prepared with the direct participation of group management and its consultants with respect to the proposal and determination of the key actions.

The consolidation scope considered for the purposes of the preparation of the Business Plan also includes Gruppo Assicurativo Arca, which will be acquired by the Issuer using its own funds as soon as the required authorisations from the relevant Supervisory Authority have been obtained (see Section One, Chapter XXII, Paragraph 22.2). For the purposes of the preparation of the Business Plan, the information relating to Gruppo Assicurativo Arca have been inferred from specific projections formulated by the management of Gruppo Assicurativo Arca and which constitute the basis of the agreements entered into on December 24, 2009 between the UGF Group and the shareholders of Gruppo Assicurativo Arca. The projections relating to the expected non-life premium income of the agency channel of Gruppo Assicurativo Arca have been reviewed by the management of the Issuer, taking into account the guidelines of the Business Plan.

In addition, the Business Plan reflects the effects of the following main extraordinary transactions:

- the deconsolidation of BNL Vita within the period covered by the Business Plan;

- the share Capital Increase described in this Prospectus, aimed at strengthening the capital structure and increasing the financial flexibility of the Issuer and the UGF Group, as indicated in Section Two, Chapter III, Paragraph 3.4.

The preparation of the Business Plan is based, among other things, on:

(i) general and hypothetical assumptions relating to future events and actions by the management which may not necessarily take place and which depend to a significant extent on variables which are not under management’s control, or situations for which there is no meaningful historical experience to support the future projections set forth in Paragraph 13.1.4. below;

(ii) discretional assumptions relating to future events, which the management expects to take place, and measures which the management intended to take when it prepared the Business Plan, as set forth in Paragraph 13.1.5 below.

13.1.2 Accounting criteria

The projections relating to the period covered by the Business Plan have been prepared on the basis of accounting policies used for the preparation of the consolidated financial statements of the UGF Group as at and for the year ended December 31, 2009 in accordance with IFRS.

With respect to the criteria used to reflect the expected integration of Gruppo Assicurativo Arca, it should be noted that:


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• in connection with the preparation of the projected data relating to the period covered by the Business Plan, the effects of the application of the new IFRS 3 (Business Combinations), which are applicable to financial reporting starting from 2010, were taken into account,. It should also be noted that the measures to be taken pursuant to such standard aimed at determining the fair value of the assets and liabilities at the effective date of the acquisition of Gruppo Assicurativo Arca and at allocating the residual difference in value between the cost incurred for the acquisition compared to the adjusted carrying amounts of the captions of the balance sheet, have not yet been initiated. As a result, the projections included in the Business Plan do not take into account the effects which could derive from such activities;

• with respect to the accounting policies used by the management of Gruppo Assicurativo Arca for the drawing up of its financial statements compared to those used by the UGF Group, several differences have emerged with respect to: i) impairment policy with respect to equities included in the category “Financial assets available for sale”; ii) calculation modalities of “Shadow Accounting” with respect to technical reserves relating to insurance contracts with discretional profit participation; and iii) period of estimated useful life with respect to certain intangible assets. Such differences in the accounting policies have been subject to evaluation and, considering the limited effects ascribable to them, no adjustments to the preparation of the Business Plan aimed at aligning such accounting policies were made.

13.1.3 Guidelines of the Business Plan

The Business Plan was prepared starting from the specified mission established by the management (including the senior managers), the content of which represents the basis for its preparation:

“…ensure sustainable and long-term growth supported by adequate profitability, through an equal relation with all stakeholders: shareholders, clients, agents, employees and suppliers …”.

Thus, this constitutes the basis for the guidelines, which have characterized the Business Plan:

• long term profitability by creating value for the shareholders through a strict selection process, a restructuring of the insurance portfolio, innovation – personalisation and higher product quality, consolidation of the new operational model of UGF Banca;

• client/offer/channel positioning, confirming and strengthening the multichannel approach already adopted with segmentation and differentiation of the offer in relation to the different markets/territories increasing transparency and accessibility with respect to client relations;

• operational efficiency, simplifying the organizational structure, enhancing the value of human resources, innovating and increasing the efficiency of client services and increasing the resources dedicated to the supervision of operating costs;

• capital adequacy, supporting the development of the business by maintaining adequate capital requirements, optimizing the risk-yield factor and taking operational decisions based also on the profitability of the absorbed capital.

The chosen approach is thus oriented towards a logic of “action” rather than a logic of “numbers”, identifying a series of initiatives and actions to support profitability through product and process innovation with particular attention to the role of the client, with a view to determining a path for sustainable asset, financial and economic growth.


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13.1.4 Main assumptions of a general and hypothetical nature on which the Business Plan is based

Macroeconomic, financial and regulatory scenario

The main assumptions with respect to the development of the macroeconomic and financial scenario on which the Business Plan is based were formulated by elaborating the projections, among those available at the time of the drawing up of the Business Plan, published by renowned business institutions and by the main business research entities (among which, for example and not exhaustively: Bank of Italy, ANIA, Prometeia), adjusted as appropriate by the management to the context and the dynamics under which the Group operates.

With respect to the macroeconomic and financial scenario, the main assumptions are summarized below:

• weak economic recovery, led by investments and exports with reduced, albeit increasing, contribution by household spending;

• projected increase of reference interest rates from the last part of 2010, with positive consequences on the gap between interest income and expense for financial operators;

• pursued capital rebalancing of assets and liabilities on the statement of financial position of operators belonging to the banking system in 2010 and resumption of loan growth in the following two-year period;

• Non-Life insurance division characterized by tariff adjustments and a moderate growth profile;

• moderate growth of premium income in the insurance Life division, with a recovery of index- and unit-linked products.

Such assumptions are summarized on a quantitative level in the following chart:

Parameter Hypothetical assumption Source

Euribor 3 months rate 1.00% (2010), 1.92% (2011), 2.17% (2012) UGF calculations based on Bloomberg data as of March 16, 2010

Increase of loans banking division 2009-2012

Weighted average annual growth (CAGR) +5.3%

2009: Bank of Italy 2010-2012: Prometeia – Projection report (January 2010)

Increase of Direct customer deposits banking division 2009-2012

Weighted average annual growth (CAGR) +4.4%

2009: Bank of Italy 2010-2012: Prometeia – Projection report (January 2010)

Increase of recorded gross premiums insurance Non-Life business 2009-2012

Weighted average annual growth rate (CAGR) +1.6%

2009: Isvap 2010-2012: UGF calculations on Prometeia data (January 2010)

Increase of recorded gross premiums insurance Life business 2009-2012

Weighted average annual growth rate (CAGR) +2.0%

2009: Isvap 2010-2012: UGF calculations on Prometeia data (January 2010)

The relevant regulatory framework (for example, but not exhaustively: minimum capital requirements, law on mandatory insurance policies, tax law) is particularly relevant given the main business sectors of the UGF Group. The Business Plan was prepared under the assumption of an unchanged regulatory context, which was fully complied with during the entire period covered by the Business Plan, also taking into account the current uncertainties regarding the final structure of


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the solvency model “Solvency II”, which is expected to become effective in 2012, simultaneously with the end of the period covered by the Business Plan.

Moreover, in this period, the macroeconomic scenario and the trend in the financial markets are characterized by tensions and turbulences, which, if confirmed, would render the economy’s development following the 2007-2009 crisis more uncertain and would thus condition the above-mentioned scenarios used as reference.

Main assumptions relating to the insurance division – Non-Life business

With respect to the Non-Life business , management has assumed an improvement of the combined ratio of the Group over the period of the Business Plan, which is estimated to decrease from approximately 108.0% in 2009 to 97.5% in 2012. This improvement is also due to actions aimed at reducing claims, which are based on assumptions not fully under the management’s control. In particular, it is expected that the settlement activity will allow, during the period of the Business Plan, to achieve significant benefits as a result of the reduction of claim frequency (with respect in particular to the Motor business lines) and the limitation of the increase of the average cost thereof through:

• the reduction of excessive expenses through a more effective cost control of minor damage and the improvement of the efficiency of the repair chain with respect to damage to motor vehicles through the use of selected mechanics;

• the introduction of new automated instruments dedicated to more efficient fraud prevention;

• the progressive optimization of procedures, instruments and methods for claims settlements, as well as the recording of reserves and management of litigation.

Main assumptions relating to the insurance division – Life business

With respect to the Life insurance business, the goal for 2012 assumed by management is a value of new business of approximately Euro 85 million, against approximately Euro 340 million of APE, values shown net of the portion attributable to non-controlling interests. The achievement of these results depends, among others, also on expected events and assumptions not fully under management’s control, such as:

• a progressive contraction of total premiums corresponding to an average 2009-2012 annual rate of 16%, mainly due to the mentioned sale of BNL Vita, as well as, more generally, the exceptional premium income in class I (traditional policies) in 2009, consistently with the expected general trend of financial markets reflected in the other sections of the Business Plan;

• the effects of the integration of Gruppo Assicurativo Arca, the acquisition of which, as mentioned above, is subject to obtaining the necessary authorisations by the competent supervisory authorities;

• specific commercial actions to replace expiring policies with products with higher margins. In this sense, it is expected that the margin deriving from the new production (New Business Margin) will reach approximately 25% in 2012.

In addition, it should be noted that the projections regarding the development of the new business of the Life business are influenced by the performance of financial markets, which are burdened by the uncertainties described above.


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Main assumptions relating to the banking division42

For the reference period, the Business Plan assumes a recovery of the profitability of the banking division which could enable the UGF Banca Group to record a consolidated profit in the last year of the Business Plan, estimated at approximately Euro 50 million. Such performance is also the result of several assumptions not fully under management’s control, including:

• an increase in loans, expected to increase at an average annual rate of 9.7% for 2009-2012;

• an increase of the direct customer deposits at an annual average growth rate of 10.4% for 2009-2012;

• a moderate limitation of the cost of risk (level of incidence of credit adjustments on loans) as a consequence of the changes to the process for granting credit lines and the increase in efficiency and effectiveness in the management of abnormal or impaired loans, the reduction of the credit concentration by counterparty and by business sector, and the development of the retail clients as well as the sector of small and medium businesses;

• an increase in the interest margin as a consequence of the expected market scenario, with an assumed recovery of relevant interest rates during the period covered by the Business Plan.

Main assumptions relating to investment management

During the period covered by the Business Plan and without making significant changes to the aggregate risk profile of the investment portfolios, the UGF Group intends to pursue an investment strategy aimed at:

• a reduction of the equity component, already launched in 2010, with a preference for securities characterised by high dividend yields;

• greater diversification of exposure per issuer, with a preference for Italian government bonds and the fixed interest rate component.

The results of the investment portfolio of the insurance division in the last year of the period covered by the Business Plan are approximately 4.3%, as a result of market expectations and the asset allocation strategy adopted by the Group.

13.1.5 Main discretional assumptions

Main assumptions relating to the insurance division – Non-Life business

With respect to the Non-Life insurance business, as previously mentioned, management assumed a significant improvement of the Combined Ratio of the Group during the period of the Plan. The following actions relating to product development, underwriting policy and portfolio management are expected to contribute to such improvement:

• personalisation and adjustments of tariffs aimed at the recovery of product margins;

• innovation and completion of the offer range to satisfy clients’ needs;

• review of current underwriting processes aimed at achieving a more effective risk control;

• review and rationalisation of portfolios with negative or unsatisfactory technical performance.

In particular, the projections for the main business lines are as follows:

42 For the purposes of the Business Plan, the banking division only includes the UGF Banca Group.


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• Non-motor business: review and rationalisation of the portfolio with negative technical performance (for example, policies with public entities), tariff adjustments, in addition to a further development in the health business line through the specialised company Unisalute, which is expected will result in a growth of volumes at an annual average rate of 3.6% in 2009-2012 (excluding the contribution of Gruppo Assicurativo Arca, which is not significant for the purposes of the Business Plan);

• Motor business: a limited annual growth is expected (average annual rate of 0.2% in 2009-2012, excluding the contribution of Gruppo Assicurativo Arca, which is not significant for the purposes of the Business Plan), due to the combined effect of the following measures:

- increasingly selective tariff personalisation with the aim to increase the average premium;

- moderate reduction in the number of policies in the portfolio in 2010;

- sale of a substantial part of the portfolio of cumulative policies (for example fleets of corporate motor vehicles), characterized by a high claim frequency.

Main assumptions relating to the insurance division – Life business

With respect to the Life business, management’s goals set forth above are also based on the following assumptions:

• integration of the offer range to improve the satisfaction of clients’ needs;

• review of tariff structure and guarantees issued;

• strengthening of the positioning strategy with respect to pension funds;

• intensification of policies for guidance instructions and incentives to the agency network;

• strengthening of commercial support provided to agencies with high potential.

Main assumptions relating to the banking division

With respect to the banking division, the goals of management set forth above are also based on the following measures:

• consolidation of the new operational model, the implementation of which commenced in 2009;

• continuation of the branch restructuring process and review of their geographic location strategy, with the aim of expanding market shares in the areas with the strongest Group presence to maximize the opportunities for integration with the agency network.

Distribution network

The Business Plan provides for maintaining the central role of the agency network in the distribution model for the insurance products of the UGF Group, albeit within the context of a constant development of the bancassurance channel as well as innovative channels. The main projected measures relate to:

• the integration of the networks in the Aurora, Unipol and Navale Assicurazioni (the corporate insurance business of which is expected to be transferred to UGF Assicurazioni, see Section One, Chapter V, Paragraph 5.1.5 and Chapter VII of the Prospectus) divisions, including through the introduction of a single tariff for the Group;

• the continued integration between the banking and insurance division;


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• the rebalancing of the territorial coverage and the reorganization of the agency network on the basis of competitive models used as reference with respect to which the management shall be specialized, and directing it towards an offer of high “insured value”.

Operational efficiency

The increase of the efficiency and rationalisation of the expense items shared at Group level will occur through:

• a review of the IT platform so as to slim down administrative processes and allow an improved control of the business areas;

• the optimisation of processes, activities and systems for all Group offices;

• the limitation of operating costs of the offices;

• the rationalization of property management.

In connection with such measures, a reduction of overhead costs for the structure of the insurance division is scheduled; with respect to the banking division an improvement of the cost/income ratio to approximately 66% is expected.

13.1.6 Projected data

The Business Plan, prepared on the basis of general and hypothetical and discretional assumptions briefly described in the paragraphs above, envisions a progressive increase of the consolidated profit in 2012, attributable mainly to the following three levers:

• reduction of the combined ration in the insurance division – Non-Life;

• increase of profitability in the banking division;

• improvement of operational efficiency.

In particular, the implementation of the assumptions underlying the Business Plan results in the estimate of the following projected data:

(in Euro millions) 2009 2012 Delta 09-12 CAGR 09-12

Direct insurance premiums 9,501 7,760 -1,741 -6.5%

Combined Ratio 108.0%

97.5% -10.5% p.p. n.r.

Expense Ratio 22.0% 22.0% - -

Banking Group profit (loss) (including portion attributable to non-controlling interests)

-24 50 +74 n.r.

Consolidated profit (loss) (including portion attributable to non-controlling interests)

-769 250 +1,019 n.r.

The above projected data, as indicated previously, is based on a series of assumptions relating to the occurrence of future events and measures that the Issuer intends to carry out. The projections


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set forth in the Business Plan include hypothetical assumptions relating to future events and measures carried out by the directors and the management which may not necessarily occur (see Paragraph 13.1.5), and events and measures which cannot be or can only be in part influenced by the directors and the management, regarding the trend of the main financial indicators or other factors which will influence their development (see Paragraph 13.1.4). As a result, the discrepancies between the final values and projected values could be significant.

13.2 Report of the Independent Auditors on projected data

The report of the Independent Auditors following the review of the projected data is attached to this Prospectus.


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CHAPTER XIV ADMINISTRATIVE, MANAGEMENT OR SUPERVISORY BODIES AND SENIOR MANAGERS 14.1 Corporate bodies, General Manager and senior managers

14.1.1 Board of Directors

The Board of Directors of the Issuer currently in office as of the date of the Prospectus is composed of 25 members and was appointed by the Shareholders’ Meeting of April 29, 2010 and shall remain in office until the approval of the financial statements for the financial year ending December 31, 2012. At the same date, the Board of Directors appointed the Chairman Pierluigi Stefanini, the Deputy Chairman Piero Collina and the Chief Executive Officer Carlo Cimbri.

The members of the Board of Directors are listed in the following table:


1 Pierluigi Stefanini (2) Chairman Sant’Agata Bolognese (BO), June 28, 1953

2 Piero Collina (2) Deputy Chairman Bologna, February 24, 1946

3 Carlo Cimbri (1) Chief Executive Officer Cagliari, May 31, 1965

4 Francesco Berardini (2) (3) Director Genoa, July 11, 1947

5 Sergio Betti (2) (4) (5) Director Castellina in Chianti (SI), December 22, 1949

6 Rocco Carannante (2) (5) Director Castel Volturno (CE), March 31, 1941

7 Pier Luigi Celli (2) (4) (5) Director Verrucchio (RN), July 8, 1942

8 Gilberto Coffari (2) (3) Director Bertinoro (FC), June 12, 1946

9 Vanes Galanti (2) Director Imola (BO), November 15, 1949

10 Sergio Costalli (2) (3) Director Rosignano Marittimo (LI), March 8, 1952

11 Ernesto Dalle Rive (2) (3) Director Turin, December 2, 1960

12 Jacques Forest (2) Director Ecaussinnes D’Enghien (Belgium), April 12, 1944

13 Roger Iseli (2) (4) (5) Director Paris (France), July 7, 1948

14 Claudio Levorato (2) Director Pianiga (VE), February 15, 1949

15 Ivan Malavasi (2) (4) (5) Director Correggio (RE), September 21, 1948

16 Massimo Masotti (2) (4) (5) Director Bologna, February 7, 1962

17 Enrico Migliavacca (2) Director Milan, April 18, 1952

18 Pier Luigi Morara (2) (4) (5) Director Bologna, February 28, 1955


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19 Milo Pacchioni (2) (3) Director Modena, November 4, 1950

20 Marco Pedroni (2) (3) Director Montecchio Emilia (RE), February 4, 1959

21 Giuseppe Politi (2) (4) Director San Pietro in Lama (LE), January 28, 1950

22 Francesco Vella (2) (4) (5) Director Lucca, February 5, 1958

23 Marco Giuseppe Venturi (2) Director San Pietro a Maida (CZ), November 4, 1947

24 Luca Zaccherini (2) (4) (5) Director Imola (BO), February 14, 1962

25 Mario Zucchelli (2) Director Castelfranco Emilia (MO), January 23, 1946

1. Executive Director. 2. Non-executive Director. 3. Director not subject to the review by the Board of Directors of the Issuer with respect to the independence

requirements imposed by the Corporate Governance Code as he holds offices within the corporate bodies of the direct controlling entity Finsoe and/or the indirect controlling entity Holmo.

4. Independent Director in accordance with the Corporate Governance Code. 5. Independent Director in accordance with Article 148, paragraph 3, of the TUF.

All of the members of the Board of Directors are resident for the purpose of their office at the registered office of the Company.

The Board of Directors is vested with the broadest ordinary and extraordinary administration powers of the Company. It is thus entitled to take any action, including the sale of assets, which it deems appropriate to fulfil the corporate purpose, with the exception only of the powers that are expressly reserved by law to the Shareholders’ Meeting. In accordance with the above-mentioned principle of the centrality of the administrative body, Article 13 of the Bylaws grants the Board of Directors the power with respect to the following resolutions:

(i) the merger and demerger of subsidiaries, as permitted by law;

(ii) the reduction of the share capital in case of withdrawal of the shareholder;

(iii) the adjustments of the Bylaws to statutory provisions;

(iv) the issuance of non-convertible debt.

In compliance with the relative statutory provisions, the Board of Directors may delegate part of its powers to an Executive Committee composed of some of its members, or to one or more Chief Executive Officers, who shall represent the Company within the powers granted to them. The Board of Directors shall determine their compensation upon consultation with the Board of Statutory Auditors.

The Board of Directors may at any time revoke such delegated powers. It may also establish internal commissions and committees that it may deem appropriate and necessary for the proper functioning and growth of the Company.

Moreover, in accordance with the Corporate Governance Code, the Board of Directors:


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(a) examines and approves the strategic, industrial and financial plans of the Company and the UGF Group, the corporate governance system of the Company and the structure of the Group;

(b) evaluates the adequacy of the general organizational, administrative and accounting structure of the Company and its strategic subsidiaries proposed by the Chief Executive Officer, in particular with respect to the Internal Audit System and the management of conflicts of interest;

(c) defines, with the assistance of the Internal Audit Committee, the guidelines for the Internal Audit System, and evaluates its adequacy, efficiency and effective functioning with respect to the Company’s characteristics, at least once a year;

(d) establishes internal commissions and committees to formulate proposals and provide advice, as they may be deemed appropriate and necessary for the proper functioning and growth of the Company and the UGF Group, and determines their duties;

(e) grants and revokes the powers of the Chief Executive Officer, defines the limits and procedures for exercising such powers; it also determines the frequency, not to exceed once every quarter, of the reports to be provided by the corporate bodies to the Board of Directors on the activities carried out by them in connection with such delegated powers;

(f) determines, after having examined the proposals of the relevant Committee and upon consultation with the Board of Statutory Auditors, the compensation of the Chief Executive Officer and the other Directors who hold particular positions, as well as the division of the aggregate compensation to which the Directors are entitled, unless already resolved upon by the Shareholders’ Meeting;

(g) evaluates the general course of business, taking into account, in particular, the information received from the delegated corporate bodies, and periodically compares the achieved results with the planned targets;

(h) examines and approves in advance the transactions of the Company and its subsidiaries which are of strategic, economic or financial importance, examining in particular situations in which one or more Directors are acting in their own interest or on behalf of third parties, and in general related party transactions;

(i) at least once a year, evaluates the size, composition and functioning of the Board and its committees, and may express views on those professionals whose presence within the Board is deemed appropriate.

On April 29, 2010, Carlo Cimbri was appointed as Chief Executive Officer of the Company and was granted the following powers:

(i) execution of the resolutions of the Board of Directors and Shareholders’ Meeting;

(ii) promotion of corporate policies in the context of the strategic guidelines established by the Board of Directors;

(iii) ordinary management of social affairs;

(iv) supervision and coordination of all social activities;(v) safeguarding of the adequacy of the organisational, administrative and accounting structure with respect to the nature and size of the Company;

(vi) implementation, maintenance and monitoring of the internal control system and risk management system in accordance with the instructions received from the Board of Directors.

In particular, with respect to the functions set forth in (v) and (vi) above, the Chief Executive Officer, in collaboration with the main senior managers, will have to:


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(a) determine in detail the organisational structure of the Company, the tasks and responsibilities of the operational units and the related employees, as well as the decision processes, consistently with the instructions received from the Board of Directors; in such context, implement an appropriate separation of tasks between individual parties as well as between functions so as to prevent the arising of conflicts of interests, to the extent possible;

(b) implement the hiring, valuation and risk management policies established by the Board of Directors, ensuring the determination of operational limits and the timely verification of such limits, as well as the monitoring of the risk exposures and the respect of the tolerance levels.

(c) ensure the maintenance of the functionality and overall adequacy of the organisational structure, the internal control system and the risk management system;

(d) verify that the Board of Directors is regularly informed about the effectiveness and adequacy of the internal control system and risk management system, and in any event in a timely manner upon the occurrence of material criticalities;

(e) execute the instructions of the Board of Directors with respect to the measures to be adopted to correct any abnormalities and/or make improvements; propose to the Board initiatives to adjust and strengthen the internal control system and the risk management system.

The Chief Executive Officer is a member of the Chairmanship Committee (Comitato di Presidenza); he is entitled to attend all meetings of the Nomination Committee and Corporate Governance Committee and the Social Responsibility Committee, and is also invited to attend the meetings of the Remuneration Committee and Internal Audit Committee (see Section One, Chapter XVI, Paragraph 16.3 of the Prospectus).

A short biography of each Director is provided below, describing their qualifications and experience gained in company management.

Pierluigi Stefanini. From 1990 to 1998 he was Chairman of Legacoop of Bologna, from 1995 to 1998 he acted as Deputy Chairman of Legacoop Regionale Emilia Romagna, from 1996 to 1999 he was Deputy Chairman of Banca di Bologna (Banca di Credito Cooperativo), from 2001 to 2005 he was a member of the Collegio di Indirizzo della Fondazione Cassa di Risparmio in Bologna, from 2001 to 2004 he was a member of the Scientific Committee of NOMISMA S.p.A., from 1998 to 2006 he was Chairman of Coop Adriatica, from 2001 to 2006 he served as Chairman of Holmo, from 2002 to 2008 he served as Director of Ariete S.p.A., from 2007 to 2009 he was Chairman of Aurora Assicurazioni, from 2005 to 2009 he served as Director of Fondazione Cassa di Risparmio di Bologna, from 2006 to 2009 he was a Director of Banca Monte dei Paschi di Siena S.p.A., from January to July 2006 he served as Chief Executive Officer of UGF, from 2007 to April 2010 he was Chairman of UGF Assicurazioni, and from 2007 to April 2010 he served as Chairman of UGF Banca He currently holds several management positions, including: Director of Holmo, Finsoe, Aeroporto G. Marconi S.p.A. in Bologna, EURESA S.A., Member of the Supervisory Board of Manutencoop Facility Management S.p.A.; Member of the Board of the Chamber of Commerce and Industry, Craftsmanship, Agriculture of Bologna; Chairman of the Board of Directors of Impronta Etica, Fondazione Unipolis (formerly Fondazione Cesar) and Chairman of UGF, where he has been serving as Director since 2001. For the positions currently held within the UGF Group, see the table below.

Piero Collina. He graduated in political sciences from the University of Bologna and is registered as chartered accountant. Over the course of his career, he held the following offices: from 1973 to 1976 Political and Financial Coordinator for the Lega della Cooperative e Mutue della Provincia di


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Bologna, from 1974 to 1978 Deputy Chairman of the Consorzio Cooperative Costruzioni, 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. (now UGF Banca), from 2005 to 2008 Director of Ariete S.p.A., from 2002 to April 2010 Director UGF Banca. He currently holds several positions, including: since 1998 Chairman of the Consorzio Cooperative Costruzioni, since 2003 Director of HERA S.p.A., since December 2006 Chairman of Autostrada Estense S.c.p.A., in liquidation, since April 2010 Deputy Chairman of UGF of which he has been a Director since 1999, since April 2010 Director of Finsoe of which he has been Deputy Chairman and Chief Executive Officer since September 2006, since April 2010 Director of Holmo, of which he has been Deputy Chairman since January 2006 and Chief Executive Officer since April 2007. For the positions currently held within the UGF Group, see the table below.

Carlo Cimbri. He graduated with honours in economics from the University of Bologna. He began his career at the Finance and Treasury Department of Unipol Finanziaria (now Finsoe) (1991-1993), before moving to the Programming and Group Management Control Division at Unipol Assicurazioni (now UGF) (1994-1995). Until 2009, he served as Chairman of Unisalute, Navale Assicurazioni and Navale Vita, as well as Director of UGF Merchant; from 1997 to 1998 he was Chief Executive Officer of Lavoro e Previdenza Service S.p.A., from 1999 to 2000 of Unipol SGR; from 1996 to 2000 he served as Director of Finsoe. Since 2000 he has held several significant offices in Unipol Assicurazioni (now UGF) and served as Chairman of Linear from 2007 to April 2010 (where he also served as Deputy Chairman up to 2007). He currently serves as Chief Executive Officer and General Manager of UGF, he is also a member of the Executive Committee of ANIA - Associazione Nazionale fra le Imprese Assicuratrici (National Association of Insurance Companies). For the positions currently held within the UGF Group, see the table below.

Francesco Berardini. He graduated in political economics from the faculty of philosophy at the University of Genoa. From 1972 to 1982 he held various offices in the union CGIL Liguria, including Head of the area Valle Scrivia of CGIL in Genova, Head of the Studies and Research Office at CGIL Liguria and Member of the Regional Secretary’s Office of CGIL Liguria. From 1982 to 1983 he was Deputy Chairman of the Associazione ligure delle Cooperative di Produzione e Lavoro (Association of Production and Work Co-Operatives of the Liguria region) of which he served as Chairman from February 1983 to December 1988. From 1988 to 1999 he was Chairman of the Associazione ligure delle Cooperative di Consumatori (Association of the Consumer Co-operatives of Liguria) and Deputy Chairman of Legacoop Liguria. From 1999 to 2008 he was Deputy Chairman of Coop Liguria with powers in the coordination of the hypermarkets Division and in the Members and Consumers Department. He currently holds, among others, the following positions: Chairman of Coop Liguria and Talea S.p.A., Director of UGF, Holmo, Coop Consorzio Nord Ovest Soc. Consortile a r.l. and member of the Supervisory Board of Coop Italia S.C.R.L. For the positions currently held within the UGF Group, see the table below..

Sergio Betti. Over the course of the years, he held several offices in labour unions, including: from 1971 to 1973 and from 1976 to 1978 Secretary of the FISBA-CISL Federation of Siena, from 1973 to 1975 Member of the CISL Secretary’s Office of Siena Unione Provinciale, from 1978 to 1985 General Secretary of CISL Siena, from 1985 to 1993 Member of the Regional Secretary’s Office CISL Tuscany, from 1993 to 2001 General Secretary of CISL Tuscany, from 2000 to 2008 CISL National Secretary in charge of the Management-Accounts and Organizational Policies departments and subsequently of the departments for social policies, social assistance policies and health and handicap policies, from 1972 to 1976 he was a member of the Provincial Committee of Inps Siena, from 1975 to 1979 he was a Statutory Auditor of the Ente Bilaterale per l’Artigianato della Provincia di Siena (Bilateral Entity for Craftsmenship of the Province of Siena)


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(Redundancy Fund for Craftsmen), from 1979 to 1982 he served as Deputy Chairman of the Construction Fund (Cassa edile) of Siena, from 1979 to 1985 he was a Director of the Bilateral Entity for Agriculture (FIMIAV) of the Province of Siena, from 1981 to 1984 he was a Director of the University of Siena, from 1979 to 1983 he was a member of the Council of the Chamber of Commerce, Industry, Craftsmenship and Agriculture of the Province of Siena, from 1989 to 1999 he served as Chairman of Società Immobiliare Toscana S.r.l, from 1990 to 1999 he was a Director of the Ente di Patronato Inas-Cisl, from March 2001 to November 2006 he was a Director of Società Eustema S.p.A., from November 2001 to May 2006 he served as Chairman of Società Unitas S.p.A., from January 2002 to September 2006 he was a Director of the pension fund Fondo Previdenza Complementare Cisl, from March 2002 to March 2006 he served as Director of UNIONVITA S.p.A., from March 2001 to November 2006 he served as Chairman of Società Iniziative 2000 S.r.l. He currently holds, among others, the following management positions: Director of Finlavoro S.p.A., Chairman of the Associazione Culturale Prospettive, Director of UGF, Chairman of Marte Broker di Assicurazione S.r.l., and Chairman of Multiservice Cisl S.r.l.

Rocco Carannante. He is a qualified accountant and commercial surveyor and has graduated with Honoris Causa in economic sciences. He was conferred the title of the “Cavaliere Ufficiale e Commendatore al merito della Repubblica Italiana”. From 1979 to 1991 he was a Director of the Ministry of the Budget (Ministero del Bilancio), from 1989 to 1998 he was National Secretary of U.I.L. Statali, from 1992 to its dissolution he was a Director of E.N.P.A.S., from 1995 to 2004 he was a member of the C.I.V. Policy and Supervisory Board of I.N.P.D.A.P., from 1998 to 2000 he served as Treasurer and National Secretary of U.I.L. Pubblica Amministrazione, from 1985 he was a member of the Study Commission for preferred pensions at the Department of Public Administration of the Presidency of the Council of Ministers (Dipartimento della Funzione Pubblica della Presidenza del Consiglio dei Ministri), from 2000 he served as Treasurer of National U.I.L., and since 2004 he has been a member of the C.I.V. Policy and Supervisory Board of I.N.P.S. He currently holds, among others, the following management positions: member of the Commissione di Concorso of E.N.P.A.S., member of the Commissione di Concorso Cassa Marittima meridionale, member of the (Commission for the Functionality and Efficiency of Public Administration (Commissione della Funzionalità ed Efficienza della Pubblica Amministrazione) in accordance with Article 13 of the DPR No. 536/84, he is a Director, acting as expert, of the National Pension Fund for workers in the Environmental Hygiene sector and Related Sectors (PREVIAMBIENTE), he is a Director of UGF, Director of C.A.F. – U.I.L. S.p.A., Chairman of LABOR U.I.L. S.p.A., Chairman of the Supervisory Committee of the Fondo Gestione Istituti Contrattuali Lavoratori Portuali, Chief Executive Officer of Laborfin S.r.l., Director of Euroservizi S.r.l., and Chief Executive Officer of Lavoro Italiano S.r.l.

Pier Luigi Celli. He graduated in sociology and specialized in psychology and philosophy. From 1968 to 1977 he was Head of the Office of Studies of the Assessorato all’Industria of Bolzano and Head of 5 professional training centres. From 1978 to 1982, he was Head of projects and orders of Snamprogetti (ENI Group) in Algeria, Angola, and Libya. From 1982 to 1993, he served at ENI as Head of Managerial Training and Organization, then as Head of Development and Compensation and finally as Central Deputy General Manager of Human Resources and Organization. From 1993 to 1994, he served as Head of Human Resources, Organization and Systems of RAI Radiotelevisione Italiana. From 1994 to 1996 he first served as Head of Human Resources and Organization at Omnitel and then Central General Manager for Human Resources and Organization at Olivetti; he was a Director of Olivetti Personal Computer and Olivetti Lexicon. From 1996 to 1998 he was Head of Human Resources and Organization at ENEL. From 1998 to 2001, he was General Manager of RAI; he carried out the divisionalization of the company, establishing 8 companies, the first contract with private parties, and the entry into the share capital of a shareholder (RCS in RAISAT), the acquisition of an interest in Telepiù, the establishment of two mixed RAI/private parties companies (with RCS and E.BISCOM), the joint-venture with


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CANALPLUS for film distribution in Italy. From 2001 to 2002, he was Executive Chairman of IPSE 2000, which he set up with 800 employees in 5 months and rendered operational as of November 2001. From 2002 to 2005 he was Head of the Corporate Identity Head Office of Unicredito Italiano, a function comprising public relations and the press, the social environmental balance sheet (bilancio sociale ambientale), brand coordination and advertisement, institutional relations, internal communication, the relationship with the territory and the Unidea Foundation. He set up the training program of 6 local Banks. He was a lecturer of Industrial Organization at the Faculty of Political Sciences of Cagliari and the Faculty of Economics of Università Luiss Guido Carli. He was full time professor of Cultural Institutions at the Catholic University of Milan. He was Scientific Director of the Corporate Master degree “Ducati/Ferretti” at the Alma Graduate School of Bologna. He was a member of the advisory board of Sda-Bocconi. He served as Honorary Chairman of the Italian Institute of Philosophic Studies in Naples. He was a member of the Board of Directors of Hera S.p.A. and Messaggerie Libri S.p.A.. He also served as Chairman of the Ethics Committee of the Physiotherapy Hospital Institutes of Rome. He has authored many books published by major publishing houses, as well as many essays and Articles, and collaborates with the Alma Graduate School of the University of Bologna. He currently holds several management positions, including: Director of British American Tobaco, Director of Illy Caffè S.p.A., Director of Emmelibri S.p.A., Director of UGF, member of the Executive Council of the Academy of Palliative Medicine (Consiglio Direttivo dell’Accademia delle Scienze di Medicina Palliativa). Since May 2005, he also serves as Chief Executive Officer and General Manager of the Luiss Guido Carli University.

Gilberto Coffari. He is a qualified accountant. From 1970 to 1985 he was Town Counsellor in Cervia, from 1976 to 1982 he was Mayor of Cervia, from 1984 to 1994 he served as Provincial Counsellor in Ravenna, from 1989 to 1998 he was Chairman of Legacoop Ravenna, from 1998 to 2008 he was a Director of FIN.AD. S.p.A, from 1998 to 2007 he was a Director of C.I.C.C. Consorzio Interregionale Cooperative di Consumo Soc. Coop., from 1998 to 2006 he served as Deputy Chairman of Coop Adriatica, from 2000 to 2008 he was Chairman of Cometha Soc. Coop., from 2001 to 2009 he was a Director of UGF Merchant S.p.A., from 2006 to 2007 he was a Director of Finsoe. He currently holds the following positions: since 1988 Member of the Council of the Chamber of Commerce of Ravenna, since 2000 Chairman of IGD SIIQ S.p.A., since 2003 a Director of Centrale Adriatica Società Cooperativa, since 2009 Director of Finsoe, since 2008 Director of Holmo, since 2006 Chairman of Coop Adriatica S.c.r.l., since 2007 Director of UGF, since 2008 member of the Supervisory Board of Coop Italia, since 2009 Director of Spring 2 S.r.l. where he served as Chairman from July to December 2009. For the positions currently held within the UGF Group, see the table below.

Sergio Costalli. He graduated in political sciences from the Università degli Studi of Pisa. From 1978 to 1981 he was Secretary of the U.I.L. District Chamber of Bassa Val di Cecina and Secretary of the Unitary Inter-category Zone Council CGIL/CISL UIL of Bassa Val di Cecina. From 1979 to 1981 he was a working partner at the Società Cooperativa Ausiliari del Traffico S.c.r.l. of Rosignano Marittimo (LI). From 1981 to 1989 he was the Coordinator of Economic Development and Production Sector and Head of U.O. Commerce, Annona and Markets of Cecina (LI). In 1989, he began his career in Unicoop Tirreno Società Cooperativa, holding a managerial position since 1995, serving as Deputy Chairman since 2003 and Chief Executive Officer since 2005 and over the years he held several management positions, including: Chairman of the Board of Directors of Vignale Finanziaria S.p.A., Finanziaria del Tirreno S.r.l., Tirreno Finanziaria S.r.l., SO.GE.FIN. S.r.l., Vignale Immobiliare S.p.A., Vignale Informatica S.r.l., Deputy Chairman of the Board of Directors of Vignale Assicurazioni S.r.l., Gestione Discount S.p.A., Tirreno Logistica S.r.l., Vignale Comunicazioni S.r.l., SimGest S.p.A., Director of UGF Banca S.p.A., Coopfond S.p.A., Fincooper S.c.r.l., Finpas S.r.l., Porta Medicea S.p.A., Ipercoop Tirreno S.p.A., Gestincoop – Gestione Strutture Cooperative del Tirreno S.r.l., Vignale Editoriale S.r.l., Zefiro Editrice S.r.l.,


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Vignale Pubblicità S.r.l., Radio Flash S.r.l. In addition, from 2007 until April 2010, he served as Director of UGF Assicurazioni and UGF Merchant. He currently holds, among others, the following positions: Chief Executive Officer for Finance and Strategic Shareholdings and Deputy Chairman of Unicoop Tirreno Società Cooperativa, Chairman of Vignale Comunicazioni S.r.l., Deputy Chairman of IGD SIIQ S.p.A., Director of UGF, Director of Finsoe, Holmo, and partner of the Foundation Cassa di Risparmio di Livorno.

Ernesto Dalle Rive. He is an industrial chemical expert. From 1990 to 1993 he was Chairman of Federconsumatori Piemonte, from 1994 to 1996 he was officer of the Regional Association of the Consumers’ Cooperative (Associazione Regionale delle Cooperative di Consumo) and its Chairman from 1996 to 1998, from 1998 to 2002 he was Chairman of Legacoop Piemonte and the Regional Association of the Consumers’ Cooperative (Associazione Regionale delle Cooperative di Consumo), and from November 2002 to 2007 he was Head of Human Resources of Nova Coop Soc. Coop. Over the years, he held various corporate positions, including: from 2005 to June 2007 he was Deputy Chairman and Chief Executive Officer of Nova Coop Soc. Coop, from 2003 to 2007 he was a Director of Obiettivo Lavoro S.p.A., from 2003 to 2007 he served as Director of Tangram S.r.l., from 2003 to 2007 he was Director of Scuola Coop di Montelupo, from 2005 to 2008 he was Director of Coop Italia and Deputy Chairman of Consorzio Cooperativo Nord – Ovest. He currently holds, among others, the following positions: since June 2007 Chairman and Chief Executive Officer of Nova Coop Soc. Coop., since December 2008 Chairman of the Supervisory Board of Coop Italia, since March 2003 Director of Promo.ge.co., since February 2008 Director of Consorzio Nord-Ovest, and since April 2010, Director of the Board of Directors of UGF.

Jacques Forest. He graduated in physics from the University of Brussels, from 1965 to 1969 he was assistant at the Polytechnic of the University of Brussels, from 1969 to 1980 he was Head of the Studies Department and Head of Febecoop, from September 1980 to September 1981 he served as Secretary of the Executive Committee of Gruppo Sicurezza Sociale (P&V Assurances), from October 1, 1981 to March 31, 1985 he served as Head of Information Technology and Organization of Gruppo Sicurezza Sociale (P&V Assurances), from April 1, 1985 to December 31, 1990 he was Commercial Manager of Gruppo Sicurezza Sociale (P&V Assurances). He currently holds, among others, the following positions: Director of the Board of Directors of UGF, Director of the Board of Directors of Finsoe, Chairman of the Management Committee of P & V Assurances, Chairman of the Management Committee of P & V Reassurance, Chairman of the Management Committee of P & V Caisse Commune, Chairman of the Management Committee of Actel, Chairman of Euresa Life, Chairman of Piette and Partners, Chairman and Chief Executive Officer of PVH, Chief Executive Officer of PSH, Chairman of the Management Committee of Vivium, Director of Société Générale Coopérative, Chairman of HRCONNECT, Chairman of Multipharma, Chairman of Group Multipharma, Chairman of iU (formerly Equiform), Chairman of Pharmacies Populaires Liégeoises, Director of Euresa GEIE, Director of Euresa Holding, member of the Governing Board of Banque Nationale de Belgique, Director of Syneteristiki Insurance, Director of Aviabel SA and Director of Société Regionale d'Investissement de Bruxelles (SRIB).

Vanes Galanti. He is a qualified accountant and is enrolled in the Register of chartered accountants. Over the course of his career, he worked mainly with co-operatives. He currently serves as General Manager and Attorney in fact of Cooperativa Edil-Strade Imolese (CESI), where he held different head offices since 1978. Over the years, he has held different positions, including, among others: from 1987 Director of the Board of Directors of Coopsud Soc. Consortile a r.l., since 1989 Deputy Chairman of C.E.S.I. Immobiliare S.r.l., since 1994 Director of the Board of Directors of Finsoe, since 2001 Director of the Board of Directors of Holmo (Deputy Chairman


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until April 2010), from 2001 Deputy Chairman of SIRECC S.r.l., since 2003 Deputy Chairman of Outlet Soratte S.r.l. and Chief Executive Officer of Inexo S.r.l., since 2004 Chairman of HBS Immobiliare S.r.l., since 2005 Chairman of Sunny Village S.r.l. and Director of Policentro Sviluppo S.p.A. and Deputy Chairman – Chief Executive Officer of VTRE S.p.A., since 2006 Deputy Chairman of Stores Development S.r.l. and Deputy Chairman of Arsenali S.r.l., since 2007 Director of Cascina Merlata S.p.A. and Deputy Chairman of Sun Re S.r.l., from 2007 until April 2010 Deputy Chairman of UGF Assicurazioni, since 2008 Deputy Chairman of Parma Logistic S.r.l., since 2009 Chairman of CH Property S.r.l., Deputy Chairman of Meridiana S.r.l., Deputy Chairman of Unicum S.r.l., Chairman of Parcor S.r.l., where he also served as Deputy Chairman from 2004 to 2009 and Deputy Chairman of UGF from 2006 until April 2010 where he was also Chief Executive Officer from January to June 2006. He serves as Director of the Board of Directors of UGF since 1995. For the positions currently held within the UGF Group, see the table below.

Roger Iseli. He graduated in economic sciences. From 1970 to 1972 he was a Professor and from 1972 to 1976 he was an insurance inspector at MACIF, from 1976 to 1986 he was Head of the Paris office of MACIF, from 1987 to 1990 he was Head of the Management Centre and Deputy Regional Head of MACIF, from 1990 to 2005 he was Regional Head at MACIF and from 2005 and 2006 served as General Manager of Macif-Mutualitè. He currently holds various positions, including among others: since 2006 General Manager of MACIF, member of the supervisory board of IMA and Macif Zycie, and General Manager of MACIF SGAM (MACIF Group), Director in various companies of the MACIF Group (OFI Asset Managment, Cie Fonciere MACIF), he acts as Censeur of Banca Socram, ALTIMA Assurance, MACIFILIA and MUTAVIE, Director of SferenGCE Assurances, Euresa Holding and Sferen, Deputy Chairman of Syneteristiki and since April 2010 Director of the Board of Directors of UGF.

Claudio Levorato. He began his career in 1967 as typographer. From 1972 to 1979, he worked as officer of the P.C.I. (Italian Communist Party) in Bologna and held various political offices and offices in local public administration, including member of the Administrative Commission of AMGA and the Board of the Transportation Consortium of the Province. From 1980 until 1984 he was appointed Chairman of a provincial sector association at the Lega Nazionale Cooperative e Mutue. From October 15, 1980 to January 31, 1985, he served as Director of Interporto S.p.A. (and as Deputy Chairman from May 25, 1981 to June 30, 1982). Over the course of his career, he held numerous positions, including among others: from 1983 to 1985 Director of Assicoop S.r.l., from 1986 to 1995 Chairman of Tepor System S.r.l., from 1987 to 1994 Director of Consorzio Nazionale Servizi S.c.r.l., from 1988 to 2000 Chairman of Tecne S.r.l., from 1989 to 2004 Chairman of Consorzio Igiene Ospedaliera Scrl, from 1991 to 1996 Director of Sinapsi S.r.l., from 1991 to 2001 Sole Manager of Costruzioni Canonica S.r.l., from 1992 to 2002 Chairman of Immobiliare Finreno S.r.l., from 1992 to 2003 Director of Ideametropoli S.r.l., from 1992 to 1994 Director of Cooperbanca S.p.A., in 1993 Sole Manager of AMYCO S.r.l., from 1994 to 1998 Director of Banec S.p.A., from 1995 to 1998 Director of Consorzio Cooperative Costruzioni S.c.r.l., from 1996 to 1997 Deputy Chairman of Sintesimm Soc. Cons. a r.l., from 1999 to 2001 Director of Covedi S.r.l., from 2003 to 2007 Chairman of Servizi Ospedalieri S.p.A., from 2005 to 2007 Chairman of Manutencoop Servizi Ambientali S.p.A., from 2005 to April 2010 Director of UGF Banca. Over the years, he was appointed to numerous positions which he continues to hold, including among others: since 1984 Chairman of Manutencoop Società Cooperativa, since 1995 Director of UGF, since 2001 Director of Holmo, since 2002 Director of Centostazioni S.p.A. and Archimede 1 S.p.A., since 2003 Director with executive powers and Chairman of the Managing Board of Manutencoop Facility Management S.p.A., since 2004 Director of M.P. Facility S.p.A., since 2006 Director of Finsoe (where he also served as Deputy Chairman and Chief Executive Officer until 2006), and since 2008 Director of Altair IFM S.p.A.


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Ivan Malavasi. He was a member of the Council of the Chamber of Commerce of Reggio Emilia from 1982 to 1994, from 1986 to 1994 he served as Chairman of CNA Associazione Provinciale di Reggio Emilia, from 1987 to 1992 he was Chairman of RESFOR - Centro Regionale di servizio per la sub-fornitura (Regional Service Centre for sub-supply), from 1990 to 1991 he was a member of the Presidenza Nazionale CNA (National Chairmanship of CNA), from 1994 to 1997 he was a Director of the Cassa di Risparrmio di Reggio Emilia, Director of the special section for craftsmanship of the Foreign Department of the Chamber of Commerce of Emilia Romagna, from 1994 to 1999 he was Regional Chairman of Assomeccanica CNA, from 1997 to 1999 he served as Regional Deputy Chairman of CNA of Emilia Romagna and became its Chairman in 1999 until 2002, and from 2003 to 2009 he was appointed Deputy Chairman of Agart S.p.A. He currently holds several positions, including among others: since 2002 National Chairman of CNA, since 2004 Director of the Board of Directors of UGF, since 2004 Chairman of EPASA CNA, since 2008 Chairman of Agart S.p.A. and Deputy Chairman of MA.BO. S.r.l.

Massimo Masotti. He graduated in Economics from the University of Bologna, and qualified as a registered business consultant and chartered accountant and auditor. Over the years, he held numerous positions on Boards of Statutory Auditors, including among others: Chairman of the Board of Statutory Auditors of the insurance companies MMI Danni S.p.A., MMI Assicurazioni S.p.A. and MMI Vita S.p.A., Chairman of the Board of Statutory Auditors of the Municipality of Anzola in Emilia, Chairman of the Board of Auditors of the Municipality of Casalecchio of Reno, Chairman of the Board of Statutory Auditors of Raccolto S.c. a r.l., member of the Board of Auditors of the Municipality of Zola Predosa, Chairman of the Board of Statutory Auditors of Omasa S.p.A., Chairman of the Board of Statutory Auditors of Bononia Viaggi S.r.l., Chairman of the Board of Statutory Auditors of Centro Leonardo S.p.A., Chairman of the Board of Statutory Auditors of Abitare Albate S.c.r.l., Statutory Auditor of FIN.AD S.p.A., Statutory Auditor of SVI S.p.A. and Statutory Auditor of Conapi Società Cooperativa. He currently holds other positions, including among others: since 1995 Chairman of the Association of Registered Business Consultants and Chartered Accountants of Emilia Romagna, Director of UGF, Chief Executive Officer of Finanziaria Bolognese FI. BO. S.p.A., Director of Cooperare S.p.A., Director of Pegaso Finanziaria S.p.A., Director of Agefin S.p.A., Chairman of the Board of Statutory Auditors of Caleidoscopio Società Cooperativa, Chairman of the Board of Statutory Auditors of Comunità Solidali – Consorzio di Cooperative Sociali, Chairman of the Board of Statutory Auditors of Consorzio Abitare S.c. a r.l., Chairman of the Board of Statutory Auditors of De Toschi S.p.A., Chairman of the Board of Statutory Auditors of Consorzio Eureka Società Cooperativa, Chairman of the Board of Statutory Auditors of Pomodoro Viaggi S.r.l., Chairman of the Board of Statutory Auditors of Zaccanti S.p.A., Statutory Auditor of Aclichef Società Cooperativa, Statutory Auditor of AL.FA. Dopo di Noi S.r.l., Statutory Auditor of Cefla Capital Services S.p.A., Statutory Auditor of CIICAI Società Cooperativa, Statutory Auditor of CIICAI Holding S.p.A., Statutory Auditor of Consorzio Sol.Co Como Società Cooperativa, Statutory Auditor of Cooperfactor S.p.A., Statutory Auditor of Dinamica S.c. a r.l., Statutory Auditor of Enaip Lombardia Fondazione, Statutory Auditor of Euroservice Società Cooperativa, Statutory Auditor of Labor S.p.A., Statutory Auditor of Nuova C.L.S. Società Cooperativa, Statutory Auditor of Consorzio Cenasca Service Società Cooperativa, Statutory Auditor of Sviluppo S.r.l., Sole Auditor of AN.T.E.A. S.r.l. and Auditor of Consorzio Acli Lavoro Scrl.

Enrico Migliavacca. He graduated in political sciences. From 1976 to 1980 he was the Organizational Head of Legacoop Lombardia, from 1977 to 1980 he served as Deputy Chairman of Coop Servizi, from 1980 to 1984 he was Deputy Chairman of Associazione lombarda cooperative di consumatori, from 1981 to 1990 he served as Chairman of Consorzio Coop Fidi (Consorzio finanziario delle cooperative di consumatori della Lombardia) (the financial consortium of consumers’ cooperatives of the Lombardy region), from 1980 to 1981 he was a Director of Feltrinelli Libra S.p.A., from 1989 to 1994 he was a Director of Ferrovie Nord Milano


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S.p.A., from 1992 to 1995 he was Chairman of Avio Nord S.r.l., from 1988 to 1992 he served as Deputy Chairman of Ipercoop Lombardia and as Director until 1994, from 2003 to 2004 he served as Chairman of the Istituto Nazionale di Formazione delle cooperative di consumatori – Scuola Coop – Montelupo Fiorentino (the National Institute for Training of consumers’ cooperatives), from 2006 to 2007 he was Chairman of Euroinfocenter (a company controlled by the Chamber of Commerce, Industry, Craftsmenship and Agriculture in Milan). He currently holds different positions, including among others: since 1982 Director of UGF, since 1984 Chairman of the Associazione lombarda cooperative dei consumatori (the Association of consumers’ cooperatives of the Lombardy region), since 1999 Sole Manager of M.M.Z. S.r.l., since 2001 Director of Coop Fidi C.A.T. Società Cooperativa, since 2004 Deputy Chairman of Coop Editrice Consumatori Società Cooperativa, since 2002 Chairman of Associazione Cooperative Consumatori Distretto Nord Ovest (the association of consumers’ cooperatives of the North-Western District), since 2004 Deputy Chairman of Associazione Nazionale Cooperative Consumatori Coop (the national Association of Coop consumers’ cooperatives), since 2006 Chairman of Fondo Pensione Dirigenti cooperative consumatori Coop (the Pension Fund for Managers of Coop consumers’ cooperatives), since 2006 Chairman of Cassa di Assistenza Dirigenti cooperative consumatori Coop (the Assistance Fund for Managers of Coop consumers’ cooperatives), since 2006 counsellor of the Chamber of Commerce, Industry, Craftsmanship and Agriculture in Milan, since 2007 member of the Board of the Chamber of Commerce, Industry, Craftsmanship and Agriculture in Milan. For the positions currently held within the UGF Group, see the table below.

Pier Luigi Morara. He graduated in law from the University of Bologna. He was admitted to the bar in Bologna in 1993 and was authorized to practice before the Italian Supreme Court in 2001. He is a contract professor of business law at the University of Bologna, Faculty of Economics, and lectures in business and corporate law. He holds different corporate positions, including: since 2003 Director of Giuseppe Massarenti S.p.A., since 2006 Director of UGF, since 2009 has been a member of the Supervisory Body of CAMST Soc. Coop. a r.l., since 2009 Director of Cooperafactor S.p.A.

Milo Pacchioni. He is enrolled in the Register of Certified accountants and the Register of Auditors. From 1971 to 1981 he was an employee of SCAM S.r.l. – Industria Agrochimica in Modena, from 1981 to 1996 he was appointed Head of Administration and Finance of CMB Coop. Muratori e Braccianti of Carpi, from February 1996 to May 1996 he was Manager of Società Corum of Modena, from May 1996 to 1997 he served as General Manager of Edilfornaciai S.c.a.r.l. and from 1997 to 1999 he was Head of Administration, Finance and Control of C.M.C. S.c.a.r.l. of Ravenna. He currently holds various positions, including among others: Chairman and General Manager of Finpro S.c.a.r.l., Chairman of the Board of Directors of Sofinco S.p.A., Chairman of the Board of Directors and Chief Executive Officer of Assicoop Modena S.p.A., Chairman of the Board of Directors of Cooperare S.p.A., Unibon S.p.A., Fidicoop S.p.A., Finwelfare S.p.A., Farmacie di Sassuolo S.p.A., CB Seat Care S.p.A., COIMMGEST S.p.A., Pegaso Finanziaria S.p.A., Fontenergia S.p.A., Modena Prima, Deputy Chairman of the Board of Directors of Holmo and Finsoe, of Cassa Assistenza Dirigenti Cooperativi, Ospedale di Sassuolo S.p.A., Director of Finube S.p.A., CCFS – Consorzio Cooperativo Finanziario per lo Sviluppo, Bilanciai International S.p.A., F.IM.PAR.CO. S.p.A., ISH Holding S.p.A., Grandi Salumifici Italiani S.p.A., Gruppo Alimentare in Toscana S.p.A., SCS Azioninnova S.p.A., Pharmacoop S.p.A., Pharmacoop Lombardia S.r.l., CMB Servizi Tecnici S.r.l., Cofies S.p.A., Finanza Cooperativa Soc. Coop., MIBIC S.r.l., Assicoop Ferrara S.p.A., Assicura S.p.A., Hotel Villaggio Città del Mare S.p.A., Cooperfactor S.p.A., Consorzio Casa Serena Soc. Coop., Sole Manager of Opera Prima S.r.l., Serena 2050 S.r.l., Statutory Auditor of Farmacie Comunali Modena S.p.A., Consorzio Escavatori Modenesi and of To Life S.p.A. For the positions currently held within the UGF Group, see the table below.


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Marco Pedroni. He graduated in economics from the University of Modena. From 1980 to 1995 he served as counsellor in the municipality of Montecchio Emilia, from 1992 until 1994 he worked in Coop Nordemilia (now Coop Consumatori Nordest Soc. Coop. a r.l.), as Head of Training and Organizational Development, from 1995 to 1999 he was counsellor of the municipality of Reggio Emilia, from February 2002 to April 2005 Chairman of Omega S.r.l. and from 2005 until April 2010 Director of UGF Banca. He currently holds various positions, including among others: since 2005 Deputy Chairman of Omega S.r.l., since 2001 Chairman of Coop Consumatori Nordest Soc. Coop. a r.l., since 2002 Director of Holmo, since 2003 Director of Soped S.p.A., since 2003 Director of Centrale Adriatica Società Cooperativa, since 2003 Chairman of the Board of Directors of Retesette Emilia Nord (now Comunicare S.p.A.), since 2004 Director of the Board of Directors of UGF, since 2008 Director of Immobiliare Nordest S.p.A., since 2009 Director of Finsoe S.p.A., Mantova TV S.p.A., Director of Par.Co S.p.A., and member of the Supervisory Board of Coop Italia Soc. Coop. a r.l. For the positions currently held within the UGF Group, see the table below.

Giuseppe Politi. He graduated in political sciences from the University of Bari. Over the course of his work experience, he held the following offices: Chairman of CIA (Confederazione Italiana Agricoltori) of Puglia, Chairman of CNT – Consorzio Nazionale Tabacchicoltori, Chairman of UIAPROF (Unione italiana delle associazioni dei produttori di frumento) (the Italian union of the associations of wheat producers), member of the Cereal Advisory Committee of the European Union, from January 2000 until April 2002 Chairman of Agrinform S.p.A., from 2003 until 2007 Director of the Board of Directors of Unisalute. He currently holds the following positions: National Chairman of CIA - Confederazione Italiana Agricoltori, since 2005 Director of CNEL – Consiglio Nazionale nell’Economia e del Lavoro, since April 2007 Director of the Board of Directors of UGF. He is also a publicist enrolled in the journalists’ register of Puglia. For the positions currently held within the UGF Group, see the table below.

Francesco Vella. He graduated in law from the University of Bologna and is a full time professor of business law at the University of Bologna and registered with the bar in Bologna. Following his Ph.D. in business law, he lectured at the faculty of economics at the University of Modena where he was appointed as associate professor in 1992 and extraordinary professor in 1998; in 2001 he became full time professor at the law faculty at the University of Bologna where he currently lectures. He holds several corporate positions, including, among others: since June 2005 Director of Fiere Internazionali di Bologna S.p.A., since April 2006 Director of UniCredit Banca S.p.A., since April 2008 Director of ATC S.p.A., since April 2009 Chairman of the Board of Statutory Auditors of Luxottica Group S.p.A., since May 2006 Director of UGF.

Marco Giuseppe Venturi. He graduated in sociology from the University of Rome. In 1975 he was appointed Manager of Confesercenti with various provincial and national mandates and from 1992 to 1998 was appointed General Secretary of Confesercenti Nazionale. He currently holds several corporate positions, including among others: since 1992 Director of the Board of Directors of UGF, since 1995 member of the assembly of CNEL – Consiglio Nazionale dell’Economia e del Lavoro, and since 1998 National Chairman of Confesercenti For the positions currently held within the UGF Group, see the table below.

Luca Zaccherini. He graduated in economics from the University of Bologna. He qualified as a registered business consultant and chartered accountant in Bologna and is enrolled in the Register of Auditors. His career began in the Cefla group and as registered business consultant and chartered accountant and from 1994 he has been Head of Administration, Finance and Control of the Cefla group. He currently holds different positions, including among others: special Attorney in fact of Cefla Società Cooperativa, Director of UGF, Director of Asscooper Cons. Coop. a r.l., Director of Estate S.r.l., Director of Cefla Capital Services S.p.A., Director of Primavera S.r.l., Director of Castellini S.p.A., Director of Delle Vedove Levigatrici S.p.A., Director of M.o.com.


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S.r.l., Director of Sorbini S.r.l., Director of CCS Lux s.a. (Luxembourg), Director of Cefla Capital Services do Brasil Itda (Brasil), Director of Cefla Finishing Equipment Suzhou Co. Ltd. (China), Director of Cefla Finishing India Pvt. Ltd. (India), Director of Estate Us. Inc. (USA), Statutory Auditor of Dister Energia S.p.A.

Mario Zucchelli. Over the years, He held numerous positions, including among others: from 1994 to 1998 Director of UGF Banca, Deputy Chairman from April 2003 to May 2009, from 2001 to 2006 Director of UGF Merchant, from 2002 to 2008 Director of Ariete S.p.A. He currently holds various corporate positions, including among others: since 1997 Director of Finube S.p.A., since 1989 Chairman of Coop Estense Soc. Coop. a r.l., since 1995 Deputy Chairman of Sofinco S.p.A., since 1995 Director of UGF, since 1995 Director of the Board of Directors of Finsoe, where he also served as Chairman and Chief Executive Officer from September 2006 until April 2010, since 2001 Director of Holmo, where he also served as Chairman from January 2006 and Chief Executive Officer from April 2007 until April 2010, since 2003 Director of Centrale Adriatica Società Cooperativa, since 2006 Chairman of Finest S.r.l., since 2008 Director of Pharmacoop S.c. a r.l., since 2008 Director of Primo Discount S.p.A., since 2008 member of the Supervisory Board of Coop Italia S.c. a r.l., since 2009 Chairman of Spring 2 until April 2010, since 2009 Director of Banca popolare dell’Emilia Romagna. For the positions currently held within the UGF Group, see the table below.

None of the members of the Board of Directors has any family relationship with any other member of the same board, with any member of the Board of Statutory Auditors, with the officer in charge of the preparation of corporate accounting documents, with the General Manager and the senior managers.

To the best of the Company’s knowledge, no member of the Board of Directors of the Company has, in the last five years, been convicted of fraud or bankruptcy, involved, during the performance of his/her professional duties, in any receivership or winding-up proceeding or has been subject to criminal charges and/or sanctions by public or supervisory authorities (including relevant industry associations) while performing his/her duties, or to injunctions by any court affecting his/her ability to hold any position as a member of the Issuer’s corporate, management or supervisory bodies or to hold such management position in any other company, except as set forth in Section One, Chapter XX, Paragraphs 20.8 and 20.9, and except as set forth below:

(i) Director Gilberto Coffari, acting as legal representative of the company Coop Adriatica S.c.a.r.l., is involved in a criminal proceeding before the Public Prosecutor’s Office of Ravenna for alleged violation of Article 590 of the Italian Criminal Code and Article 35, paragraph 2, of Legislative Decree no. 626/94, in relation to which on March 27, 2009 a request for issuance of a criminal decree for a fine of Euro 1,140 was submitted to the judge for preliminary investigations (GIP, giudice per indagini preliminary); (ii) Director Rocco Carannante, acting as legal representative of UIL – Unione Immobiliare Labor S.p.A., is involved in a criminal first degree proceeding as a result of a direct court summons by the Public Prosecutor’s Office of Rome, issued on February 2, 2010 pursuant to Article 44 of Presidential Decree 380/2001- 481 and 110 of the Italian Criminal Code; and (iii) Director Claudio Levorato, acting as legal representative of the company Manutencoop Facility Management S.p.A., is involved in the following criminal proceedings: (a) proceeding at the Ordinary Tribunal of Trani, for breach of Article 323 of the Italian Criminal Code – 61, paragraph 2, of the Italian Criminal Code, in relation to which a ruling of acquittal was issued on February 15, 2008. Following the appeal by the Public Prosecutor at the same Tribunal, a second degree proceeding is currently pending; (b) criminal proceeding at the Public Prosecutor’s Office at the Tribunal of Modena, for violation of Articles 86, paragraph 2, of Legislative Decree 626/94 – 4, paragraph 2, 5, lit. G), 7, paragraph 2, of the Italian Criminal Code, in relation to which a criminal decree was issued, which was challenged. At the date of the Prospectus, the second degree proceeding is pending; and (c) a criminal proceeding at the Public Prosecutor’s Office at the Tribunal of Bari, for breach of Articles 353 and 354 of the Italian Criminal Code, in relation to which, in a sentence issued on October 12, 2009, the judge for


201

preliminary investigations (giudice delle indagini preliminari) asserted his territorial incompetence and remanded the case to the Public Prosecutor. At the date of the Prospectus, the preliminary hearing is being scheduled.

The following table indicates the positions held by the members of the Board of Directors of the Issuer currently and during the last five years, with the indication of their status as of the date of the Prospectus. It should be noted that none of the members of the Board of Directors of the Issuer currently holds or has held in the last five years “qualified” holdings (greater than 2% of the share capital of listed companies and 10% in unlisted companies).

Name and Surname

Position Positions held outside the Issuer Status of position

Pierluigi Stefanini

Chairman of the Board of Directors

Director of Aeroporto Guglielmo Marconi di Bologna S.p.A.

Current

Director of BNL S.p.A. Current

Director of Finsoe S.p.A. Current

Director of Holmo S.p.A. Current

Chairman of Holmo S.p.A. Ceased

Member of the Supervisory Board of Manutencoop Facility Management S.p.A.

Current

Director of UGF Assicurazioni S.p.A. Current

Chairman of UGF Assicurazioni S.p.A. Ceased

Chairman of UGF Banca S.p.A. Ceased

Director of UGF Banca S.p.A. Current

Deputy Chairman and Director of Ariete S.p.A. Ceased

Chairman of Aurora Assicurazioni S.p.A. Ceased

Director of Uni Land S.p.A. Ceased

Director of Banca Monte dei Paschi di Siena S.p.A. Ceased

Director of Centrale Adriatica Società Cooperativa Ceased

Chairman and Director of Coop Adriatica – Società Coop.va a r.l.

Ceased

Director of FIN. AD Bologna S.p.A. Ceased

Director of Tangram S.p.A. Ceased

Piero

Collina

Deputy Chairman of the Board of Directors

Chairman of Autostrade Estense S.C.P.A. in liquidation

Current


202

Name and Surname


Chairman of the Management Board of CCC – Società Cooperativa

Current

Director of CCC – Società Cooperativa Ceased

Attorney in fact of CCC – Società Cooperativa Ceased


Member of the Executive Committee of CCC – Società Cooperativa

Ceased

Chief Executive Officer and Deputy Chairman of Finsoe S.p.A.

Ceased


Director of Hera S.p.A. Current

Chief Executive Officer and Deputy Chairman of Holmo S.p.A.

Ceased

Deputy Chairman of Spring 2 S.r.l. Ceased


Director of UGF Banca S.p.A. Ceased

Member of the Executive Committee of UGF Banca S.p.A.

Ceased

Director of Ariete S.p.A. Ceased

Deputy Chairman of Ariete S.p.A. Ceased

Deputy Chairman of Consorzio NOG.MA. Ceased

Chairman, Deputy Chairman and Chief Executive Officer of Pegaso Finanziaria S.p.A.

Ceased

Director of Collega S.r.l. Ceased

Deputy Chairman of Scenario S.r.l. Ceased

Carlo Cimbri Chief Executive Officer

Chairman of Linear S.p.A. Ceased

Deputy Chairman of Linear S.p.A. Ceased

Chief Executive Officer of UGF Assicurazioni S.p.A. Current

Director of UGF Assicurazioni S.p.A. Ceased



203

Name and Surname


Member of the Executive Committee of UGF Banca S.p.A.

Ceased

Director of Aurora Assicurazioni S.p.A. Ceased

Deputy Chairman of MMI Assicurazioni S.p.A. Ceased

Deputy Chairman of MMI Danni S.p.A. Ceased

Deputy Chairman of MMI Vita S.p.A. Ceased

Director and Member of the Executive Committee of Hopa S.p.A.

Ceased

Director of BNL Vita S.p.A. Ceased

Chief Executive Officer of Cooperare S.p.A. Ceased

Chairman of Gesticard S.r.l. Ceased

Chairman and Chief Executive Officer of Midi S.r.l. Ceased

Chairman and Deputy Chairman of Navale Assicurazioni S.p.A.

Ceased

Chairman and Deputy Chairman of Navale Vita S.p.A. Ceased

Chairman and Chief Executive Officer of Pegaso Finanziaria S.p.A.

Ceased

Director of Previnet – Servizi per la Previdenza S.p.A. Ceased

Director of UGF Merchant S.p.A. Ceased

Chairman and Chief Executive Officer of Unifimm S.r.l.

Ceased

Chairman and Director of Unisalute S.p.A. Ceased


Deputy Chairman and Director of Quadrifoglio Vita S.p.A.

Ceased

Francesco

Berardini

Director Director of Coop Consorzio Nord Ovest Soc. Consortile a r.l.

Current

Member of the Supervisory Board of Coop Italia S.c.r.l.

Current

Director of Coop Italia S.c.r.l. Ceased

Chairman and Attorney in fact of Coop Liguria Società Cooperativa

Current


204

Name and Surname



Chairman and Director with executive powers of Talea S.p.A.

Current


Deputy Chairman of UGF Assicurazioni S.p.A. Current

Director of Coopfond S.p.A. Ceased

Director of Coop Editrice Consumatori Ceased

Director of So.fin.coop. S.r.l. Ceased

Director of Unicard S.p.A. Ceased

Sergio

Betti

Director Chairman of Marte Broker di Assicurazioni S.r.l. Current

Chairman of Multiservice Cisl S.r.l. Current

Director of Alico Italia S.p.A. Ceased

Director of Eustema S.p.A. Ceased

Director of Finlavoro S.p.A. Ceased

Director of Poker Travel Viaggi e Crociere S.r.l. Ceased

Chairman of Unitas S.p.A. Ceased

Sole Manager of CISL Services S.r.l. in liquidation Ceased

Director of Iniziative 2000 S.p.A. – in liquidation Ceased

Rocco

Carannante

Director Deputy Chairman of Associazione Nazionale e Cooperazione Sociale

Current

Director of C.A.F. – Uil S.p.A. Current

Director of Euroservizi S.r.l. Current

Chairman of Genefin S.p.A. Ceased

Director with executive powers of Laborfin S.r.l. Current

Director with executive powers of Lavoro Italiano S.r.l.

Current

Director of Style House S.r.l. Current

Chairman of U.I.L. Labor S.p.A. Current


205

Name and Surname


Director of C.A.A. – C.A.F. Uimec S.r.l. Ceased

Pier Luigi

Celli

Director Director of BAT Italia S.p.A. Current

Director of Consel S.C.a r.l. Current

Chairman of Demoskopea S.p.A. Current

Director of Emmelibri S.p.A. Current

Director and Member of the Executive Committee of Illycaffè S.p.A.

Current

Deputy Chairman of Pola S.r.l. Unipersonale Current

Chairman of Pola S.r.l. Unipersonale Ceased

Director of Lottomatica S.p.A. Current

Attorney in fact of UniCredit S.p.A. Ceased

Director of Fullsix S.p.A. Ceased

Director of Hera S.p.A. Ceased

Director of Lottomatica Group S.p.A. Ceased

Director of Messaggerie Libri S.p.A. Ceased

Gilberto

Coffari

Director Director of Federazione Cooperative Provincia di Ravenna S.c.p.A.

Current

Director of Centrale Adriatica Società Cooperativa Current

Member of the Supervisory Board of Coop Italia S.c.a.r.l.

Current

Chairman and Member of the Executive Committee of Coop Adriatica S.c.a r.l.

Current

General Manager of Coop Adriatica S.c.a r.l. Ceased



Chairman of IGD SIIQ S.p.A. Current

Director of Spring 2 S.r.l. Current

Chairman of Spring 2 S.r.l. Ceased


206

Name and Surname


Deputy Chairman of UGF Banca S.p.A. Current

Director of CICC Soc. Coop Ceased

Director of Euclida S.r.l. Ceased

Director of FIN.AD S.p.A. Ceased

Director of Federcoop N.B. Soc. Coop. Ceased

Chairman of Cometha Soc. Coop. P.A. Ceased

Director of Forum S.r.l. Ceased


Director of Grande Distribuzione Europea So. Coop.va

Ceased


Director of Ex Zuccherificio S.p.A. Ceased

Chairman of Faenza Sviluppo – Area Marcucci – S.r.l. Ceased

Sergio

Costalli

Director Director of Finsoe S.p.A. Current


Deputy Chairman of IGD SIIQ S.p.A. Current



Chief Executive Officer, Deputy Chairman, Member of the Executive Committee and Attorney in fact of Unicoop Tirreno Soc. Cooperativa

Current

Chairman of Vignale Comunicazioni S.r.l. Current

Deputy Chairman of Vignale Comunicazioni S.r.l. Ceased

Director of Coopfond S.p.A. Ceased

Deputy Chairman of Gestincoop S.r.l. Ceased

Director of Gestincoop S.r.l. Ceased

Director of Ipercoop Tirreno S.p.A. Ceased

Director of Porta Medicea S.r.l. Ceased


207

Name and Surname


Deputy Chairman of Simgest S.p.A. Ceased

Chairman of So.Ge.Fin. S.r.l. Ceased

Deputy Chairman of Tirreno Logistica S.r.l. Ceased


Chairman of Tirreno Finanziaria S.r.l. Ceased

Chairman of Vignale Immobiliare S.p.A. Ceased

Director of Vignale Immobiliare S.p.A. Ceased

Ernesto

Dalle Rive

Director Director of Coop Consorzio Nord Ovest Soc. Consortile a r.l.

Current

Deputy Chairman of Coop Consorzio Nord Ovest Soc. Consortile a r.l.

Ceased

Chairman of the Supervisory Board of Coop Italia S.c.r.l.

Current


Chairman, Chief Executive Officer and General Manager of Nova Coop Soc. Coop.

Current

Deputy Chairman of Nova Coop Soc. Coop. Ceased

Director of Promo.Ge.Co S.r.l. Current

Director of Tangram S.p.A. Ceased

Director of Obiettivo Lavoro S.p.A. Ceased

Director of Borsetto S.r.l. Ceased

Director of Scuola Coop Montelupo Soc. Coop Ceased

Jacques

Forest

Director Director of Finsoe S.p.A. Current

Chairman of the Management Committee of P&V Assuraces

Current

Chairman of the Management Committee of P&V Reassurance

Current

Chairman of the Management Committee of P&V Caisse Commune

Current

Chairman of the Management Committee of Actel Current


208

Name and Surname


Chairman of Euresa Life S.a.s. Current

Chairman of Group Multipharma (Belgium) Current

Chairman of Piette and Partners S.A. (Belgium) Current

Member of the Governing Board of Banque Nationale de Belgique (Belgium)

Current

Chairman of PVH Current

Chief Executive Officer of PVH Ceased

Chief Executive Officer of PSH S.C. Current

Chairman of the Management Committee of Vivium Current

Director of Société Générale Coopérative Current

Chairman of HRCONNECT Current

Chairman of Multipharma Current

Chairman of Group Multipharma Current

Chairman of Pharmacies Populaires Liégeoises Current

Director of Euresa GEIE Current

Chairman of iU (ex Equiform) Current

Director of Euresa Holding Current

Member of the Governing Board of Banque Nationale de Belgique

Current

Director of Sineterystiki Insurance Current

Director of Aviabel S.A. Current

Director of Groupe Defi Ceased

Director of Société Regionale d’Investissement de Bruxelles (SRIB)

Current

Vanes Galanti Director Deputy Chairman of Arsenali S.r.l. Current

Director of Cascina Merlata S.p.A. Current

Deputy Chairman of Cesi Immobiliare S.r.l. Current

Chairman of CH Property S.r.l. Current

Special Attorney in fact of C.E.S.I. Current


209

Name and Surname


Director of Coopsud Soc. Consortile a.r.l. Current


Chairman of HBS Immobiliare S.r.l. Current


Deputy Chairman of Holmo S.p.A. Ceased

Director with executive powers of Inexo S.r.l. Current

Deputy Chairman of Meridiana S.r.l. Current

Deputy Chairman of Outlet Soratte S.r.l. Current

Chairman of Parcor S.r.l. Current

Deputy Chairman of Parcor S.r.l. Ceased

Deputy Chairman of Parma Logistic S.r.l. Current

Director of Policentro Sviluppo S.p.A. Current

Deputy Chairman of Sirecc S.r.l. Current

Deputy Chairman of Stores S.r.l. Current

Deputy Chairman of Sun Re S.r.l. Current

Chairman of Sunny Village S.r.l. Current

Chairman of UGF Assicurazioni S.p.A. Current

Deputy Chairman of UGF Assicurazioni S.p.A. Ceased

Deputy Chairman of UGF S.p.A. Ceased

Deputy Chairman of Unicum S.r.l. Current

Chief Executive Officer and Deputy Chairman of Venezia Tronchetto Real Estate S.p.A.

Current

Deputy Chairman and Director of Ariete S.p.A. Ceased

Deputy Chairman of Fin.Cesi S.r.l. Ceased

Deputy Chairman of Megalò S.r.l. Ceased

Statutory Auditor of Cefla Società Cooperativa Ceased

Director of Eurovie S.c. a r.l. Ceased

Chairman of the Board of Statutory Auditors of Lexus Ceased


210

Name and Surname


S.r.l.



Chief Executive Officer of Scenario S.r.l. Ceased

Roger

Iseli

Director General Manager of Macif Current

Deputy Chairman of the Board of Directors of Syneteristiki

Current

General Manager of Macif Sgam Current

Director of GCE Assurances Current

Director of Euresa Holding Current

Director of OFI Asset Management Current

Member of the Supervisory Board of Macif Zycie Current

Member of the Supervisory Board of IMA Current

Director of Cie Fonciere MACIF Current

Censeur of MUTAVIE Current

Censeur of MACIFILIA Current

Censeur of ALTIMA Assurance Current

Censeur of Banca SOCRAM Current

Director of Sferen Current

Claudio

Levorato

Director Director of Archimede 1 S.p.A. Current

Director of Centostazioni S.p.A. Current


Chief Executive Officer of Finsoe S.p.A. Ceased

Deputy Chairman of Finsoe S.p.A. Ceased


Chairman of the Management Board, Director with executive powers, Member of the Management Board of Manutencoop Facility Management S.p.A.

Current


211

Name and Surname


Chairman and General Manager of Manutencoop Soc. Cooperativa

Current

Director of MP Facility S.p.A. Current


Director of Altair IFM S.p.A. Ceased

Director of Consorzio Igiene Ospedaliera Ceased

Chairman of Manutencoop Servizi Ambientali S.p.A. Ceased

Chairman and Legal Representative of Servizi Ospedalieri S.p.A.

Ceased

Director of Consorzio Servizi Viterbo Ceased

Director of Ideametropoli Centro Global Service S.r.l. Ceased

Director of Scenario S.r.l. Ceased

Ivan

Malavasi

Deputy Chairman Deputy Chairman and Partner of MA.BO S.r.l. Current

Chairman of Agart S.p.A. Current

Deputy Chairman of Agart S.p.A. Ceased

Massimo

Masotti

Director Director of Cooperare S.p.A. Current

Chief Executive Officer of FI.BO S.p.A. Current

Deputy Chairman of Finprest S.r.l. Current

Director of Pegaso Finanziaria S.p.A. Current

Liquidator of Kerros – So. Coop. a r.l. in liquidation Current

Liquidator of Bononia Funding S.r.l. Ceased

Chairman of the Board of Statutory Auditors of Abitare Albate – Soc. Coop.

Ceased

Statutory Auditor of Aclichef – Soc. Coop. Current

Statutory Auditor of AL.FA. dopo di noi S.r.l. Current

Sole Auditor of AN.T.E.A. S.r.l. Current

Chairman of the Board of Statutory Auditors of Caleidoscopio

Current


212

Name and Surname


Statutory Auditor of Cefla Capital Service S.p.A. Current

Statutory Auditor of CIICAI Soc. Cooperativa Current

Statutory Auditor of CIICAI Holding S.p.A. Current

Chairman of the Board of Statutory Auditors of Comunità solidali

Current

Statutory Auditor of Comunità solidali Ceased

Chairman of the Board of Statutory Auditors of Consorzio Abitare

Current

Auditor of Consorzio Acli Lavoro Current

Statutory Auditor of Consorzio Cenasca Service Current

Partner of S.A.C.E. Srl in liquidation Current

Chairman of the Board of Statutory Auditors of Consorzio Eureka

Current

Statutory Auditor of Consorzio Sol.Co. Como Current

Statutory Auditor of Cooperfactor S.p.A. Current

Chairman of the Board of Statutory Auditors of Dè Toschi S.p.A.

Current

Statutory Auditor of Dinamica S.C.a r.l. Current

Statutory Auditor of Enaip Lombardia Current

Statutory Auditor of Euroservice Soc. Coop Current

Statutory Auditor of Labor S.p.A. Current

Statutory Auditor of Nuova C.L.S. Cooperativa di lavoro e servizi

Current

Chairman of the Board of Statutory Auditors of Pomodoro Viaggi S.r.l.

Current

Auditor and Statutory Auditor of Sviluppo Calderara S.r.l.

Current

Statutory Auditor of Sviluppo S.r.l. Current

Chairman of the Board of Statutory Auditors of Zaccanti S.p.A.

Current

Chairman of the Board of Statutory Auditors of Bologna Impianti in liquidation

Current


213

Name and Surname


Statutory Auditor of Centro Iniziative Sociali S.r.l. Ceased

Statutory Auditor of MMI Assicurazioni S.p.A. Ceased

Statutory Auditor and Chairman of the Board of Statutory Auditors of MMI Danni S.p.A.

Ceased

Statutory Auditor and Chairman of the Board of Statutory Auditors of MMI Vita S.p.A.

Ceased

Chairman of the Board of Statutory Auditors of Synpleo S.c.p.A. in liquidation

Ceased

Chairman of the Board of Statutory Auditors of Bononia Viaggi S.r.l.

Ceased

Statutory Auditor of Conapi Soc. Coop Ceased

Statutory Auditor of Navale Vita S.p.A. Ceased

Statutory Auditor of R.C.D. S.r.l. Ceased

Statutory Auditor of Unifast S.p.A. in liquidation Ceased

Chairman of the Board of Statutory Auditors of Aesseffe Agenzia Servizi Informativi S.c.p.A.

Ceased

Statutory Auditor of Atiesse Group S.p.A. Ceased

Chairman of the Board of Statutory Auditors of Omasa S.p.A.

Ceased

Enrico

Migliavacca

Director Director of Coop Fidi C..A.T. – Soc. Coop. Current


Deputy Chairman of Coop Editrice Consumatori Current

Chairman of Innov – HUB Ceased

Sole Manager of M.M.Z. S.r.l. Ceased

Pierluigi

Morara

Director Director of Conapi Soc. Coop. Current

Director of Cooperfactor S.p.A. Current

Director of G. Massarenti S.p.A. Current

Liquidator of Costruire S.c.r.l. Current

Liquidator of Agrosfera Soc. Coop Current


214

Name and Surname


Liquidator of Industria Arredamenti Budrio Soc. Coop a r.l.

Ceased

Partner of Borghesi Morara Venturoli S.r.l. Current

Director of Borghesi Morara Venturoli S.r.l. Ceased

Milo

Pacchioni

Director Director of Assicura S.p.A. Current

Director of SCS Azioninnova S.p.A. Current

Director of Assicoop Ferrara S.p.A. Current

Chairman of Assicoop Modena S.p.A. Current

Director of Bilanciai International S.p.A. Current

Chairman of CB Seat Care S.p.A. Current

Director of CMB Servizi Tecnici S.r.l. Current

Chairman of Coimmgest S.p.A. Current

Director of Cofies S.p.A. Current

Director of Consorzio Casa Serena Soc. Coop Current

Director of C.C.F.S. Current

Chairman of Cooperare S.p.A. Current

Director of Cooperfactor S.p.A. Current

Chairman of Farmacie di Sassuolo S.p.A. Current

Chairman and Chief Executive Officer of Fidicoop S.p.A.

Current

Director of Finanza Cooperativa S.c.p.A. Current

Director of F.IM.PAR.CO. S.p.A. Current

Chairman of the Board of Statutory Auditors of F.IM.PAR.CO. S.p.A

Ceased

Deputy Chairman of Finsoe S.p.A. Current

Chairman of Finpro Soc. Coop Current

Deputy Chairman of Spring 2 S.r.l. Current

Director of Finube S.p.A. Current


215

Name and Surname


Director of Aesculapio S.r.l. Current

Director of Finube S.p.A. Current

Chairman of Finwelfare S.p.A. Current

Chairman of Fontenergia S.p.A. Current

Director of Grandi Salumifici Italiani S.p.A. Current

Director of Gruppo Alimentare in Toscana S.p.A. Current

Deputy Chairman of Holmo S.p.A. Current

Director of Hotel Villaggio Città del Mare S.p.A. Current

Director of I.S. Holding S.p.A. Current

Director of Mibic S.r.l. Current

Chairman of Modena Prima S.r.l. Current

Sole Manager of Opera Prima S.r.l. Current

Deputy Chairman and Chief Executive Officer of Ospedale di Sassuolo S.p.A.

Current

Chairman and Chief Executive Officer of Pegaso Finanziaria S.p.A.

Current

Director of Pharmacoop Lombardia S.r.l. Current

Director of Pharmacoop S.p.A. Current

Sole Manager of Serena 2050 S.r.l. Current

Chairman of Servernet S.r.l. Current

Chairman of Sofinco S.p.A. Current

Deputy Chairman of UGF Merchant S.p.A. Current

Chairman and Chief Executive Officer of Unibon S.p.A.

Current

Chairman and Chief Executive Officer of Ariete S.p.A.

Ceased

Chairman, Chief Executive Officer and Sole Manager of Kora S.p.A. in liquidation

Ceased

Chairman of Progetto Immobiliare S.p.A. Ceased

Chairman of S.A.FIN. S.r.l. Ceased


216

Name and Surname


Director of Unibon Salumi Soc. Coop. Ceased

Statutory Auditor of C.E.M. S.r.l. Current

Statutory Auditor of Farmacie Comunali di Modena S.p.A.

Current

Statutory Auditor of To Life S.p.A. Current

Statutory Auditor of Arcobaleno S.p.A. Ceased

Statutory Auditor of Hera Modena S.r.l. Ceased

Chairman of the Board of Statutory Auditors of Metasviluppo S.r.l.

Ceased

Statutory Auditor of Meta S.p.A. Ceased

Chairman of the Board of Statutory Auditors of Modena Giardini S.r.l. in liquidation

Ceased

Director of CE.SVI.P Ceased

Chairman of the Board of Statutory Auditors of Galeati Industrie Grafiche S.r.l.

Ceased

Chairman of the Board of Statutory Auditors of Golf Club Modena S.p.A.

Ceased

Chairman of Residenze Aurora S.r.l. Ceased

Sole Manager of Sistema Immobiliare Roma S.r.l. Ceased

Marco

Pedroni

Director Chairman and Member of the Executive Committee of Comunicare S.p.A.

Current

Director of Par.co S.p.A. Current

Director of Centrale Adriatica Soc. Coop. Current

Chairman and Attorney in fact of Coop Consumatori Nordest Soc. Cooperativa

Current


Current



Director of Immobiliare Nordest S.p.A. Current

Director of Mantova TV S.p.A. Current


217

Name and Surname


Deputy Chairman of Omega S.r.l. Current

Chairman of Omega S.r.l. Ceased

Director of Soped S.p.A. Current



Director of Boorea Soc. Cooperativa Ceased

Giuseppe

Politi

Director Director of UGF Banca S.p.A. Current

Chairman of Editrice Monteverde S.r.l. Ceased

Director of Unisalute S.p.A. Ceased

Francesco

Vella

Director Director of ATC S.p.A. Current

Director of Bologna Fiere S.p.A. Current

Director of UniCredit Banca S.p.A. Current

Chairman of the Board of Statutory Auditors of Luxottica Group S.p.A.

Current

Marco

Venturi

Director Director of UGF Banca S.p.A. Current

Luca

Zaccherini

Director Director of Asscooper Consorzio Cooperativo a r.l. Current

Director of Castellini S.p.A. Current

Director of Cefla Capital Service S.p.A. Current

Special Attorney in fact of Cefla Soc. Coop. Ceased

Deputy Chairman and Chief Executive Officer of Delle Vedove Levigatrici S.p.A.

Current

Director of Estate S.r.l. Current

Director of M.O.COM S.r.l. Current

Director of Primavera S.r.l. Current

Director of Sorbini S.r.l. Current


218

Name and Surname


Statutory Auditor of Dister Energia S.p.A. Current

Director of CCS Lux S.A. (Luxembourg) Current

Director of Cefla Capital Services do Brasil Ltda (Brasile)

Current

Director of Cefla Finishing Equipment Suzhou Co. Ltd (Cina)

Current

Director of Cefla Finishing India Pvt. Ltd (India) Current

Director of Estate Us Inc. (USA) Current

Sole Manager of Elabit S.r.l. Ceased

Member of Elabit S.r.l. Current

Director of Anthos Impianti S.r.l. Ceased

Mario

Zucchelli

Director Banca popolare dell’Emilia Romagna Soc. Coop. Current

Director of Centrale Adriatica Soc. Coop. Current

Chairman of Coop Estense Current


Current


Chairman of Finest S.r.l. Current

Chief Executive Officer of Finest S.r.l. Ceased

Chairman and Chief Executive Officer of Finsoe S.p.A.

Current

Chairman and Chief Executive Officer of Holmo S.p.A.

Current

Director of Pharmacoop S.p.A. Current

Deputy Chairman of Primo Discount S.p.A. Current

Chairman of Primo Discount S.p.A. Ceased

Deputy Chairman of Sofinco S.p.A. Current

Chairman of Spring 2 S.r.l. Ceased



219

Name and Surname


Chief Executive Officer and Chairman of Finpar S.p.A.

Ceased

Deputy Chairman of Finube S.p.A. Ceased



Chairman of Società Esercizi Commerciali ’95 S.r.l. in liquidation

Ceased

Chairman of GIEM Gestioni Commerciali S.r.l. Ceased

Director of Tiziano S.r.l. Ceased

14.1.2 General Manager and senior managers

The following table sets forth information regarding the General Manager and senior managers of the Group at the date of this Prospectus.

Name and Surname

Position Place and date of birth

Date joined UGF Group

1 Carlo Cimbri General Manager(*) Cagliari, May 31, 1965 August 19, 1991

2 Maurizio Castellina Manager in charge of preparing the accounting documents – Head of Administration and

Operations

Bologna, October 23, 1957

April 1, 1987

3 Luciano Colombini General Manager of UGF Banca La Spezia, March 4, 1955

December 9, 2008

4 Federico Corradini Head of Business Gruppo Arca Verona, September 7, 1948

June 1, 1971

5 Franco Ellena Co-General Manager UGF Assicurazioni

Carignano (TO), July 21, 1947

March 16, 1998

6 Roberto Giay Corporate Legal Affairs, Equity Participations and Compliance

Pinerolo (TO), November 10, 1965

June 16, 2003

7 Matteo Laterza Head of Finance Bari, October 8, 1965 April 14, 2008

8 Alberto Maria Maturi

Co-General Manager of UGF Assicurazioni

Trento, September 4, 1961

September 1, 2009

9 Giuseppe Santella Head of Human Resources and Organization

Avesnes (France), March 14, 1960

February 1, 2007

(*) Appointment confirmed in connection with the appointment as Chief Executive Officer.


220

A short biography of the senior managers is provided below, indicating their qualifications and experience gained in the area of company management. For the biography of the General Manager, see Paragraph 14.1.1. above.

Maurizio Castellina. After having qualified as accountant, he began his career in Manutencoop with several administrative functions. In 1987 he moved to Unifinass (subsequently named Unipol Finanziaria, now Finsoe) where he served as Head of the Personal Loans Office. He subsequently held various managerial functions in companies of the Group, including Unintesa SIM S.p.A., Ifiro, Lavoro and Previdenza Service. Since October 1999 he has been Head of the administrative Area of UGF Banca, where since December 2003 he has been Deputy General Manager – Administrative Management Area, from May 2005 to June 2007 he served as Co-General Manager, from 2003 until 2007 he was Chief Executive Officer, and from 2007 until April 2010 he also served as Deputy Chairman of Unipol SGR. He currently serves as Head of Administration and Operations of UGF, as well as, since July 2007, as Manager in charge of the preparation of its corporate accounting documents. For the positions held within the companies of the UGF Group, see the table below.

Luciano Colombini. He graduated in law. He is enrolled in the register of Financial Salesmen. He began his career in 1979 at Banca di Roma, from 1984 he held various senior positions at Banca Popolare di Vicenza, where he served as General Manager from 2005 to 2007. He was Chairman of UGF Merchant and of Unipol SGR, Director of UGF Assicurazioni and Director of Banca Popolare di Belluno, Banca Popolare di Trieste (where he also served as General Manager from June 1998 to January 1999) and other banking companies. He currently serves as General Manager of UGF Banca. For the positions held within the companies of the UGF Group, see the table below.

Federico Corradini. He began his career in 1970 in UGF and held various senior positions in the Technical Area. He was General Manager of UGF Assicurazioni from December 2007 to February 2009 as well as Director of such company from January 2009 to April 2010. For the positions held within the companies of the UGF Group, see the table below.

Franco Ellena. He began his career in S.A.I. and later in La Previdente – Gruppo Fondiaria, and subsequently worked at Meie Assicurazioni as Head of Insurance. Since 2004, he has served as Central Commercial Manager of Aurora Assicurazioni, served as Director of UGF Assicurazioni from 2008 to April 2010, as well as Director of UGF Banca S.p.A. from 2008 to April 2010. In addition to the position held in the Issuer, he currently serves as Director of Navale Assicurazioni S.p.A., Navale Vita S.p.A. and Unisalute S.p.A. He currently serves as Co-General Manager of UGF Assicurazioni. For the positions held within the companies of the UGF Group, see the table below.

Roberto Giay. He graduated in economics from the Faculty of Economics and Commerce in Turin. From 1993 until 1998 he worked at the General Secretary’s and Shareholdings Office – Group Corporate Services of SAI S.p.A., from 1998 to 2000 he was Head of “Legal and Corporate Affairs” at SIBER S.p.A. and since 2000 to 2003, following the merger of SIBER S.p.A. into Vemer-Siber Group S.p.A., he was appointed Head of “Legal and Corporate Affairs – Investor Relations”. He currently serves as Head of Legal, Corporate, Equity Participations and Compliance, as well as Secretary of the Board of Directors and member of the Supervisory Body. For the positions held within the companies of the UGF Group, see the table below.


221

Matteo Laterza. He graduated with honours in business economics from the University Luigi Bocconi. From 1990 until 1998 he held different significant roles in Eptafund S.p.A., from 1998 to 2003 he served as Head of investments of Eptafund SGR, from 2004 to 2005 he was Head of equity Investments of San Paolo Imi Asset Management, from 2005 to 2008 he was Head of investments in of Eurizon Vita S.p.A. and from 2009 to April 2010 Director of UGF Merchant. He currently serves as Head of Finance. For the positions held within the companies of the UGF Group, see the table below.

Alberto Maria Maturi. He graduated with honours in economics from University Guido Carli in Rome in 1985 and obtained an executive Masters degree from the SDA Bocconi in 1995. He began his career at Alleanza Assicurazioni S.p.A. (Generali Group) in 1985, where he was appointed Deputy General Manager in 1997 and General Manager of the Planning, Finance and Control area in 2003. He was also in charge of bancassurance and coordinated the establishment of the joint venture “Intesa Vita” with Banca Intesa. From 2000 to 2005 he served as Chief Executive Officer of Fondi Alleanza SGR, from 1999 to 2005 he was Chairman of Alleanza Investments plc in Dublin; from 2005 he has been Deputy General Manager and Chief Financial Officer in Banca Fideuram (Intesa Sanpaolo Group); from 2006 to 2007 he served as Chief Financial Officer of Eurizon Financial Group (Holding company of the Banca Fideuram Group), of the Eurizon Vita Group and Eurizon Capital Group; from 2006 to 2009 he was Deputy Chairman (Chairman since 2008) of Euro-Trésorerie (Paris); from 2008 until 2009 he served as Chairman of Fideuram Bank (Montecarlo). He currently serves as Deputy General Manager of UGF Assicurazioni. For the positions held within the companies of the UGF Group, see the table below.

Giuseppe Santella. He graduated in law from the University of Milan. Over the course of the years, he held various senior roles in the area of Human Resources and Industrial Relations at important industrial and banking/financial entities. He began his career at the Head Department of Personnel and General Affairs of Enel, and subsequently served as Head of Industrial Relations of Schindler Italia, from 1991 to 1993 he was Head of Union Relationships of the former Franco Tosi di Legnano (Ansaldo Energia – Finmeccanica Group) and was appointed Head of Personnel of Ansaldo Termosud in January 1994 and Head of Personnel of Ocean (BRANDT Group) since 1997. From May 2001 to January 2007 he served as Head of Human Resources of the Banking Group DEXIA Crediop. His main roles include, from 1998 to 2000 Delegate of the Meccanica Generale Group to the Engineering Industry Department and Director of the Managing Board of the Meccanica Generale Group of the Industrial Association of the Province of Spezia and from June 2000 to April 2001 he was Member of the Federmeccanica Board, and also from 2009 until April 2010 Director of UGF Assicurazioni. He is currently a member of the Union’s Technical Commission of ABI and Work since 2001, a member of the Delegation for Labor Union Negotiations ANIA since 2007, member of the Assembly of the Banking and Insurance Fund – FBA since 2008, member of the Supervisory Committee of the Observatory on Executive Compensation and Corporate Governance of Luiss Business School since 2009. He is also a member of the Advisory Group on Industrial Relations of ANIA. He currently serves as Head of Human Resources and Organisation, as well as Director of Fondazione Unipolis. For the positions held within the companies of the UGF Group, see the table below.

None of the senior managers or the General Manager has any family relationships with other members of the Board of Directors, the members of the Board of Statutory Auditors and/or any other person indicated above.

Except as set forth in Section One, Chapter XX, Paragraphs 20.8 and 20.9 of the Prospectus, to the best of the Company’s knowledge, none of the senior managers has, in the last five years, been convicted of fraud or bankruptcy, involved, during the performance of his/her professional duties, in any receivership or winding-up proceeding or has been subject to criminal charges and/or sanctions by public or supervisory authorities (including relevant industry associations) while


222

performing his/her duties, or to injunctions by any court affecting his/her ability to hold any position as a member of the Issuer’s corporate, management or supervisory bodies or to hold such management position in any other company.

The following table indicates the positions held by the current senior managers currently and during the last five years, with the indication of their status as of the date of the Prospectus. It should be noted that none of the senior managers currently holds or has held in the last five years “qualified holdings” (greater than 2% of the share capital of listed companies and 10% in unlisted companies). With regard to the General Manager see Paragraph 14.1.1.

Name and Surname


Maurizio

Castellina

Manager in charge of preparing the accounting documents – Head of Administration and Operations

Chairman and Chief Executive Officer of Ambra Property S.r.l.

Current

Director of Euromilano S.p.A. Current

Chairman of Midi S.r.l. Current

Chairman of Smallpart S.p.A. Current


Chief Executive Officer of UGF Assicurazioni S.p.A.

Ceased


Director of Compagnia AssicuratriceLinear S.p.A.

Current

Director of UGF Merchant S.p.A. Current

Co-General Manager, Deputy General Manager of UGF Banca S.p.A.

Ceased

Director of UGF Leasing S.p.A. Current

Director of UGF Private Equity SGR S.p.A.

Current

Chairman of Unifimm S.r.l. Current

Chairman of Unipol SGR S.p.A. Current

Deputy Chairman of Unipol SGR S.p.A. Ceased

Chief Executive Officer and Member of the Executive Committee of Unipol SGR S.p.A.

Ceased

Chairman of SRS S.p.A. Ceased

Statutory Auditor of Ageprest S.p.A. in Ceased


223

Name and Surname


liquidation

Chairman of the Board of Statutory Auditors of Agefin S.p.A.

Ceased

Statutory Auditor of CSE Consorzio Servizi Bancari

Ceased

Director of Unicard S.p.A. Ceased

Chief Executive Officer of Aurora Assicurazioni S.p.A.

Ceased

Chairman and Chief Executive Officer of Grecale ABS in liquidation

Ceased

Luciano Colombini

Deputy General Manager of UGF Banca

Director of Cedacri S.p.A. Current


General Manager of UGF Banca S.p.A. Current

Deputy Chairman of UGF Merchant S.p.A.

Current

Chairman of UGF Merchant S.p.A. Ceased

Chairman of Unipol SGR S.p.A. Ceased

Director of Società Cattolica di Assicurazione – Soc. Cooperativa

Ceased

Deputy Chairman of 21 Partners S.p.A. Ceased

General Manager of Banca Popolare di Verona – S. Geminiano e S.Prospero S.p.A.

Ceased

General Manager, Co-General Manager, and Deputy General Manager of Banca Popolare di Vicenza S.c.p.A.

Ceased

Director of Berica Vita S.p.A. Ceased

Director and Member of the Executive Committee of Cariprato S.p.A.

Ceased

Director and Member of the Executive Committee of Efibanca S.p.A.

Ceased

Director and Member of the Executive Committee of Istituto Centrale della Banche Popolari Italiane S.p.A.

Ceased


224

Name and Surname


Director of Palladio Leasing S.p.A. Ceased

Deputy Chairman and Director of Linea S.p.A.

Ceased

Federico Corradini

Head of Business Gruppo Arca Director of Linear S.p.A. Ceased

Chairman of Linear S.p.A. Current

Deputy Chairman of Navale Assicurazioni S.p.A.

Current

Deputy Chairman of Navale Vita S.p.A. Current


General Manager of UGF Assicurazioni S.p.A.

Ceased

Director of Unisalute S.p.A. Current


Director of Consorzio Italiano di Coriassicurazione contro le calamità naturali in agricoltura

Ceased

Director of Fortitudo B.C. 1953 S.S.D. S.c.r.l.

Ceased

Franco

Ellena

Co-General Manager UGF Assicurazioni

Director of Assicoop Modena S.p.A. Current

Director of Assicoop Sicura S.p.A. Current

Director of Navale Assicurazioni S.p.A. Current

Director of Navale Vita S.p.A. Current





Roberto

Giay

Head of Legal, Corporate Affairs, Equity Holdings and Compliance

Deputy Chairman of Ambra Property S.r.l.

Current

Deputy Chairman of BNL Vita S.p.A. Current

Director of Midi S.r.l. Current


225

Name and Surname




Director of Pegaso Finanziaria S.p.A. Current

Deputy Chairman and Chief Executive Officer of Smallpart S.p.A.

Current

Director of Linear S.p.A. Current



Deputy Chairman of UGF Assicurazioni S.p.A.

Ceased

Director of Unifimm S.r.l. Current



Sole Manager of Immobiliare Comense S.r.l.

Ceased

Deputy Chairman and Chief Executive Officer of SRS S.p.A.

Ceased

Sole Manager of Unieuropa S.r.l. Ceased


Deputy Chairman and Director of Aurora Assicurazioni S.p.A.

Ceased

Director of Quadrifoglio Vita S.p.A. Ceased

Matteo

Laterza

Head of Finance Director of BNL Vita S.p.A. Current


General Manager of Unipol SGR S.p.A. Current

Alberto Maria Maturi

Co-General Manager UGF Assicurazioni

Chief Executive Officer of BNL Vita S.p.A.

Current

Chairman of Navale Vita S.p.A. Current

Deputy Chairman of Linear S.p.A. Current


226

Name and Surname



Deputy General Manager of Banca Fideuram S.p.A.

Ceased

Chairman and Chief Executive Officer of Fondi Alleanza S.G.R.P.A.

Ceased

Director of Generali SGR S.p.A. Ceased

Director of Generale Properties S.p.A. Ceased

Director of Intesa Vita S.p.A. Ceased

Deputy Chairman of Agricola San Giorgio S.p.A.

Ceased

General Manager of Alleanza Assicurazioni S.p.A.

Ceased

Director of Finagen S.p.A. Ceased

Director of GSI S.r.l. Ceased

Giuseppe

Santella

Head of Human Resources and Organization

Director of Ambra Property S.r.l. Current

Director of Linear S.p.A. Current


Director of the Unipolis Foundation Current




14.1.3 Board of Statutory Auditors

The Board of Statutory Auditors currently in office was appointed by the Shareholders’ Meeting of April 29, 2010 and shall remain in office until the annual accounts for the year ending December 31, 2012 are approved. The members of the Board of Statutory Auditors are listed below.

Name and surname Position Place and Date of Birth


Bologna, September 15, 1964


227

Name and surname Position Place and Date of Birth

Giorgio Picone Statutory Auditor Eboli (SA), April 29, 1945

Domenico Livio Trombone Statutory Auditor Potenza, August 31, 1960

Cristiano Cerchiai Alternate Auditor Rome, January 16, 1965

Carlo Cassamagnaghi Alternate Auditor Bresso (MI), August 21, 1939

The members of the Board of Statutory Auditors are resident for the purposes of their positions at the registered office of the Company.

A short biography of each member of the Board of Statutory Auditors is provided below, indicating their qualifications and experience gained in the area of company management:

Roberto Chiusoli. He graduated in economics from the University of Bologna and qualified as a registered business consultant and chartered accountant and is enrolled in the Register of Auditors. From 1989 to 1991, he worked as tax advisor in a tax and law firm; from 1991 to 1996, he worked as auditor at Uniaudit S.p.A. and later as manager in charge of tax audits. He also worked at the auditing firm Reconta Ernst & Young. Since September 16, 1996 he has been Director of Legacoop Bologna, where he is Head of the Tax Department and coordinates the tax services of Legacoop Emilia Romagna. He is a member of the editing committee of the publishing house Ipsoa, as well as author of publications on corporate and tax law matters of Legacoop Emilia-Romagna. He also serves as member of the controlling body of several joint stock companies. He currently holds different roles, including: Chairman of the Board of Statutory Auditors of UGF, Chairman of the Board of Statutory Auditors of Granarolo S.p.A., Chairman of the Board of Statutory Auditors of Iniziative Bologna Nord S.r.l., Statutory Auditor of Immobiliare di Grande Distribuzione S.p.A., Statutory Auditor of Banca di Bologna Credito Cooperativo., Statutory Auditor of HPS S.p.A., and Member of the Supervisory Board of Manutencoop Facility Management S.p.A. For the positions currently held within the companies of the UGF Group, see the table below.

Giorgio Picone. He graduated in economics from the University of Parma and qualified as a registered business consultant and chartered accountant and is enrolled in the Register of Auditors. He has been working as a registered business consultant and chartered accountant since 1973 and has been appointed liquidator, expert, technical consultant of the court, bankruptcy receiver, statutory auditor of stock corporations and limited liability companies, including co-operative and financial corporations. In 1993 he was founding partner and manager of the accounting firm Picone Foschi Dottori commercialisti associati, and in 1999 he was founding partner of the consulting firm Penta & Partners. He is currently a partner in the firm Picone Foschi & Associati headquartered in Parma. He currently holds various corporate positions, including: Chairman of the Board of Statutory Auditors of Bolzoni S.p.A., Statutory Auditor of Penta Holding S.r.l., Statutory Auditor of Miltex S.p.A., Statutory Auditor of S.A.C.I. S.r.l., Chairman of the Board of Statutory Auditors of SACIFIN S.r.l., Statutory Auditor of Goccia di Carnia S.p.A., Chairman of the Board of Statutory Auditors of Italiana Parcheggi S.p.A., Statutory Auditor of APM Altogarda di Parcheggi e Mobilità S.r.l., Chairman of the Board of Statutory Auditors of Mineralbirra S.r.l., Statutory Auditor of Salumi Boschi f.lli S.p.A., Chairman of the Board of Statutory Auditors of Meverin S.r.l., Statutory Auditor of Società Agricola S.Teresa S.r.l., Chairman of the Board of Statutory Auditors of Impresa Edile Casino di Marore S.r.l., Statutory Auditor of Open S.p.A., and Statutory Auditor of UGF. For the positions currently held within the companies of the UGF Group, see the table below.


228

Domenico Livio Trombone. He graduated in economics from the University of Modena and qualified as a registered business consultant and chartered accountant and is enrolled in the Register of Auditors. He is a partner of a professional association. He is Judicial Officer and Liquidator in the following compositions with creditors (concordati preventivi): Cibec S.p.A., Distillerie Toschi S.p.A., and Ligmar S.p.A., he collaborated with the business school Sada Plus, is a member of the Commissione Studio Collegio Sindacale Ordine Dottori Commercialisti Modena (the statutory auditors’ research commission of the roll of registered business consultants and chartered accountants in Modena), technical consultant in various criminal proceedings against directors and statutory auditors in listed and non-listed companies with respect to corporate and bankruptcy crimes and other crimes against property; he is also a Bankruptcy Receiver and Judicial Officer and Liquidator at the Court of Modena, assistant in pending bankruptcy proceedings at the Court of Potenza, Technical Court Consultant at the Court of Modena in criminal and civil law proceedings with respect to financial and bankruptcy crimes and disputes, voluntary liquidator, appointed by the Court of Naples, of Biraghi Industriale S.r.l. He currently holds various corporate positions, including: Chairman of the Board of Statutory Auditors of Cassa di Risparmio di Cento S.p.A., Chairman of the Board of Statutory Auditors of Arca Impresa Gestioni SGR S.p.A., Chief Executive Officer of Carimonte Holding S.p.A., Statutory Auditor of “Tutto per l’imballo S.p.A.”, Chairman of the Board of Statutory Auditors of Holding Strategie e Sviluppo dei territori modenesi S.p.A., Statutory Auditor of Acacia 2000 S.r.l., Chairman of the Board of Statutory Auditors of Cooperativa Immobiliare Modenese Società Cooperativa, Chairman of the Board of Statutory Auditors of Cambiamo S.p.A., Statutory Auditor of Cooperare S.p.A., Statutory Auditor of Rino Greggio Argenterie S.p.A., Chairman of the Board of Statutory Auditors of Hotel Executive S.r.l., Sole Manager of Torre Guiducci S.r.l., Director of Gitani S.r.l., Director of Gallinari S.r.l., Sole Manager of Vignoladue S.r.l. and Statutory Auditor of UGF. For the positions currently held within the companies of the UGF Group, see the table below.

Cristiano Cerchiai. He graduated in economics from the University of Venice and qualified as a registered business consultant and chartered accountant and is enrolled in the Register of Auditors; since 1997 he has been professor of law and economics of insurance companies at the Cattolica University of Milan. In June 1991 he became partner of the professional association “Riccoboni-Pettinato”. Since January 2009 he has been a partner of the professional association “CBA Studio Legale e Tributario” with offices in Milan, Rome, Padova, Venice and Munich which comprises over 200 professionals. He currently holds various corporate positions, including among others: Chairman of the Board of Statutory Auditors of Castellammare Turismo S.p.A., Chairman of the Board of Statutory Auditors of Synergas S.r.l., Chairman of the Board of Statutory Auditors of Venezia Tronchetto Real Estate S.p.A., Chairman of the Board of Statutory Auditors of OZ S.p.A., Statutory Auditor of Interservizi S.p.A., Statutory Auditor of Nordest Merchant S.p.A., Statutory Auditor of Metallic Alloys S.r.l., Chairman of Biasutti Hotels S.r.l., Chairman of AGV S.p.A., Chairman of Motia Compagnia di Navigazione S.p.A., Director of Schemaquattordici S.p.A., Director of San Marco Finanziari S.p.A. and Alternate Auditor of UGF. For the positions currently held within the companies of the UGF Group, see the table below.

Carlo Cassamagnaghi. He is enrolled in the Register of Auditors. For over twenty years, he has been a partner of Reconta Touche Ross and later of Reconta Ernst & Young; for many years he was the partner in charge of the audit and signing partner of the auditing reports of the financial statements and consolidated financial statements of various leading insurance and reinsurance companies, including; La Fondiaria, Milano Assicurazioni, RAS, Meie, Unione Italiana di Riassicurazione. He currently holds various positions, including: Chairman of the Board of Statutory Auditors of RB Vita S.p.A., Chairman of the Board of Statutory Auditors of Bernese S.p.A. in liquidation, Statutory Auditor of Start People S.p.A., Statutory Auditor of Unique S.p.A., Statutory Auditor of Topstart S.r.l. and Statutory Auditor of Creyf’s Select S.p.A., in liquidation,


229

and Alternate Auditor of UGF. For the positions currently held within the companies of the UGF Group, see the table below.

None of the members of the Board of Statutory Auditors has any family relationship with any other member of the same board, with any member of the Board of Directors, with the Manager in charge of the preparation of corporate accounting documents, with the General Manager and the senior managers.

Except as set forth in Section One, Chapter XX, Paragraphs 20.8 and 20.9 of the Prospectus, to the best of the Company’s knowledge, no member of the Board of Statutory Auditors has, in the last five years, been convicted of fraud or bankruptcy, involved, during the performance of his/her professional duties, in any receivership or winding-up proceeding or has been subject to criminal charges and/or sanctions by public or supervisory authorities (including relevant industry associations) while performing his/her duties, or to injunctions by any court affecting his/her ability to hold any position as a member of the Issuer’s corporate, management or supervisory bodies or to hold such management position in any other company.

The following table indicates the companies (other than the companies controlled by the Issuer) in which the members of the Board of Statutory Auditors have held positions in the administrative, management or supervisory bodies or have been partners in the past five years and indicates the relevant status at the date of this Prospectus. It should be noted that, except for the auditor Domenico Livio Trombone, who holds a qualified shareholding in the company P.G. Ascari S.r.l., none of the members of the Board of Statutory Auditors of the Issuer currently holds or has held in the past five years, “qualified” holdings (greater than 2% of the share capital of listed companies, and 10% of unlisted companies.)

Name and Surname



Member of the Supervisory Board of CCC Società Cooperativa

Current

Chairman of the Board of Statutory Auditors of CCC Società Cooperativa

Ceased

Member of the Supervisory Board of Manutencoop Facility Management S.p.A.

Current

Statutory Auditor of Manutencoop Facility Management S.p.A.

Ceased

Statutory Auditor of Banca di Bologna Credito Cooperativo Soc. Cooperativa

Current

Chairman of the Board of Statutory Auditors of Camst Soc. Coop a r.l.

Current

Statutory Auditor of Linear S.p.A. Ceased

Chairman of the Board of Statutory Auditors of Granarolo S.p.A.

Current

Statutory Auditor of HPS S.p.A. Current

Chairman of the Board of Statutory Auditors Ceased


230

Name and Surname


of Holmo S.p.A.

Statutory Auditor of IGD SIIQ S.p.A. Current

Chairman of the Board of Statutory Auditors of Iniziative Bologna Nord S.r.l.

Current

Statutory Auditor of Rester S.r.l. Ceased

Statutory Auditor of Sacmi Imola S.c. Current

Chairman of the Board of Statutory Auditors of UGF Banca S.p.A.

Current

Statutory Auditor of UGF Banca S.p.A. Ceased

Chairman of the Board of Statutory Auditors of Aurora Assicurazioni S.p.A.

Ceased

Statutory Auditor of Aurora Assicurazioni S.p.A.

Ceased

Chairman of the Board of Statutory Auditors of Fin-Latte S.r.l.

Ceased

Chairman of the Board of Statutory Auditors of Gescon S.p.A.

Ceased

Statutory Auditor of Vercelli Specialità Gastronomiche S.p.A.

Ceased

Chairman of the Board of Statutory Auditors of SCS Azioninnova S.p.A.

Ceased

Chairman of the Board of Statutory Auditors of Aedis Soc. Cooperativa

Ceased

Statutory Auditor of BNL Vita S.p.A. Ceased

Statutory Auditor of Cefla Capital Services S.p.A.

Ceased

Statutory Auditor of Cefla Soc. Cooperativa Ceased

Chairman of the Board of Statutory Auditors and Statutory Auditor of C.C.F.S. S.c.a r.l.

Ceased

Chairman of the Board of Statutory Auditors of Coop Adriatica S.c.a r.l.

Ceased

Statutory Auditor of Delle Vedove Levigatrici S.p.A.

Ceased

Sole Manager of Felsina Funding S.r.l. Ceased


231

Name and Surname


Chairman of the Board of Statutory Auditors of IBA Centro Meridionale S.p.A.

Ceased

Statutory Auditor of 3 Elle S.r.l. Ceased

Chairman of the Board of Statutory Auditors of Refin S.p.A.

Ceased

Statutory Auditor of Smallpart S.p.A. Ceased

Statutory Auditor of UGF Assicurazioni S.p.A.

Ceased

Statutory Auditor of UGF Assistance S.r.l. Ceased

Statutory Auditor of UGF Merchant S.p.A. Ceased

Statutory Auditor of Unipol SGR S.p.A. Ceased

Statutory Auditor of Unisalute S.p.A. Ceased

Sole Manager of Bononia Funding S.r.l. Ceased

Chairman of the Board of Statutory Auditors of Fincooper S.C. a r.l.

Ceased

Statutory Auditor of Finsoege S.r.l. Ceased

Chairman of the Board of Statutory Auditors of Italgestioni S.r.l.

Ceased

Statutory Auditor of Scenario S.r.l. Ceased

Statutory Auditor of SRS S.p.A. Ceased

Giorgio Picone Statutory Auditor Chairman of Santa Caterina S.r.l. Current

Sole Manager of Santa Caterina S.r.l. Ceased

Statutory Auditor of Altogarda Parcheggi e Mobilità S.p.A.

Current

Chairman of the Board of Statutory Auditors of Bolzoni S.p.A.

Current

Statutory Auditor of Bolzoni S.p.A. Ceased

Statutory Auditor of Goccia di Carnia S.p.A. Current

Chairman of the Board of Statutory Auditors of Impresa Edile Casino di Marore S.r.l.

Current

Chairman of the Board of Statutory Auditors of Italiana Parcheggi S.p.A.

Current


232

Name and Surname


Chairman of the Board of Statutory Auditors of Meverin S.r.l.

Current

Statutory Auditor of Milltex S.p.A. Current

Chairman of the Board of Statutory Auditors of Mineralbirra S.r.l.

Current

Statutory Auditor of Opem S.p.A. Current

Statutory Auditor of Penta Holding S.r.l. Current

Statutory Auditor of S.A.C.I. S.r.l. Current

Chairman of the Board of Statutory Auditors of Sacifin S.r.l.

Current

Statutory Auditor of Salumi Boschi Fratelli S.p.A.

Current

Statutory Auditor of Società Agricola Santa Teresa S.r.l.

Current

Chairman of the Board of Statutory Auditors of UGF Merchant S.p.A.

Current

Chairman of the Board of Statutory Auditors of Aurora Assicurazioni S.p.A.

Ceased

Statutory Auditor of Nevea S.p.A. Ceased

Statutory Auditor of Cariparma S.p.A. Ceased

Statutory Auditor of F.A.S.M.A. S.r.l. Ceased

Statutory Auditor of Mediocredito Italiano S.p.A.

Ceased

Domenico Livio Trombone

Statutory Auditor Chief Executive Officer of Carimonte Holding S.p.A.

Current

Director of Gallinari S.r.l. Current

Director of Gitani S.r.l. Current

Sole Manager of Torre Guiducci S.r.l. Current

Sole Manager of Vignoladue S.r.l. Current

Director of Banca Popolare di Materano S.p.A Ceased

Sole Manager of Caravaggio S.r.l. Ceased


233

Name and Surname


Deputy Chairman and Legal Representative of Prima S.r.l.

Ceased

Statutory Auditor of Tutto per l’Imballo S.p.A.

Current

Statutory Auditor of Acacia 2000 S.r.l. Current

Chairman of the Board of Statutory Auditors of Arca Impresa Gestioni SGR S.p.A.

Current

Chairman of the Board of Statutory Auditors of Cambiamo S.p.A.

Current

Chairman of the Board of Statutory Auditors of Cassa di Risparmio di Cento S.p.A.

Current

Statutory Auditor of Cooperare S.p.A. Current

Chairman of the Board of Statutory Auditors of Cooperativa Immobiliare Modenese Soc. Cooperativa

Current

Chairman of the Board of Statutory Auditors of HSST – MO S.p.A.

Current

Chairman of the Board of Statutory Auditors of Hotel Executive S.r.l.

Current

Statutory Auditor of Rino Greggio Argenterie S.p.A.

Current

Chairman of the Board of Statutory Auditors of UGF Assicurazioni S.p.A.

Current

Statutory Auditor of Meta Rete Gas S.r.l. in liquidation

Ceased

Statutory Auditor of Meta Service S.r.l. Ceased

Statutory Auditor of Genmac S.r.l. Ceased

Director of BNT Consulting S.p.A. Ceased

Statutory Auditor of Drama Teatri Soc. Coop a r.l.

Ceased

Director of Finced S.r.l. Ceased

Director of Galtech S.r.l. Ceased

Chairman of the Board of Statutory Auditors of Lamborghini Real Estate S.p.A.

Ceased

Statutory Auditor of Modena Amore Mio Soc. Ceased


234

Name and Surname


Coop Cons.

Statutory Auditor of Officina Gastronomica S.r.l.

Ceased

Director of Pegaso Finanziaria S.p.A. Ceased

Deputy Chairman of Prima S.r.l. Ceased

Statutory Auditor of Samarcanda S.p.A. Ceased


Cristiano Cerchiai Alternate Auditor Chairman of AGV S.p.A. Current

Chairman of Biasutti Hotels S.r.l. Current

Director of Lucy S.r.l. Current

Chairman of Motia Compagnia di Navigazione S.p.A.

Current

Director of R & D S.p.A. Current

Director of San Marco Finanziaria S.p.A. Current

Director of Schemaquattordici S.p.A. Current

Statutory Auditor of Schemaquattordici S.p.A. Ceased

Chairman of Fin 2000 s.r.l. Ceased

Statutory Auditor of BNL Vita S.p.A. Current

Chairman of the Board of Statutory Auditors of Castellammare Turismo S.p.A.

Current

Statutory Auditor of Linear S.p.A. Ceased

Statutory Auditor of Interservizi S.p.A. Current

Chairman of the Board of Statutory Auditors of Interservizi S.p.A.

Ceased

Statutory Auditor of Metallic Alloys S.r.l. Current

Statutory Auditor of Navale Assicurazioni S.p.A.

Current

Statutory Auditor of Navale Vita S.p.A. Current

Statutory Auditor of Nordest Merchant S.p.A. Current

Chairman of the Board of Statutory Auditors of O.Z. S.p.A.

Current


235

Name and Surname


Chairman of the Board of Statutory Auditors of Synergas S.r.l.

Current

Statutory Auditor of UGF Assicurazioni S.p.A.

Current

Statutory Auditor of Unisalute S.p.A. Ceased

Chairman of the Board of Statutory Auditors of Venezia Tronchetto Real Estate S.p.A.

Ceased

Auditor of Venezia Tronchetto Real Estate S.p.A.

Ceased

Chairman of the Board of Statutory Auditors of Arsenale Venezia S.p.A. in liquidation

Ceased

Statutory Auditor of MMI Assicurazioni S.p.A.

Ceased

Statutory Auditor of MMI Danni S.p.A. Ceased

Statutory Auditor of MMI Vita S.p.A. Ceased

Chairman of the Board of Statutory Auditors of Navgas S.r.l.

Ceased

Statutory Auditor of Officine Lovato S.r.l. Ceased

Chairman of the Board of Statutory Auditors of Trading per l’energia S.r.l.

Ceased

Statutory Auditor of Teleporto Adriatico S.r.l. Ceased

Chairman of the Board of Statutory Auditors of Protos S.p.A.

Ceased

Chairman of the Board of Statutory Auditors of Tradecom S.r.l.

Ceased

Chairman of the Board of Statutory Auditors of Aci Global S.p.A.

Ceased

Statutory Auditor of APV Investimenti S.p.A. Ceased

Statutory Auditor of Bertagni 1882 S.p.A. Ceased

Statutory Auditor of Boscolo Hotels S.p.A. Ceased

Chairman of the Board of Statutory Auditors of Bramante S.r.l.

Ceased

Statutory Auditor of Contract S.r.l. Ceased

Statutory Auditor of Divitech S.p.A. Ceased


236

Name and Surname


Chairman of the Board of Statutory Auditors of Elda Ingegneria S.r.l.

Ceased

Statutory Auditor of Eldasoft S.p.A. Ceased

Statutory Auditor of Ferramenta Italiana S.r.l. Ceased

Statutory Auditor of Fondazione ABO Ceased

Statutory Auditor of Fondi Alleanza S.G.R.P.A.

Ceased

Statutory Auditor of Fortis Lease S.p.A. Ceased

Statutory Auditor of IGI SGR S.p.A. Ceased

Statutory Auditor of Lovato GAS S.p.A. Ceased

Chairman of Minos Società di Navigazione S.r.l.

Ceased

Director of Palomar S.r.l. Ceased

Statutory Auditor of Promos S.r.l. Ceased

Chairman of the Board of Statutory Auditors of Protos S.O.A. S.p.A.

Ceased

Statutory Auditor of Casaletto S.r.l. Ceased

Statutory Auditor of Genagricola S.p.A. Ceased

Statutory Auditor of Agricola San Giorgio S.p.A.

Ceased

Statutory Auditor of Società Autostrada Tirrenica S.p.A.

Ceased

Statutory Auditor of UGF Assistance S.r.l. Ceased

Chairman of the Board of Statutory Auditors of UGF Merchant S.p.A.

Ceased

Chairman of the Board of Statutory Auditors of Vianello Luigi GAS S.p.A.

Ceased

Sole Manager of Zeolite Mira S.r.l. Ceased

Statutory Auditor of Ariete S.p.A. Ceased

Chairman of Edil Future S.r.l. Ceased

Director of Finagen S.p.A. Ceased

Statutory Auditor of GSA S.r.l. Ceased


237

Name and Surname


Chief Executive Officer of L&B Finance S.r.l. – in liquidation

Ceased

Director of Sullam S.r.l. in liquidation Ceased

Director of Valecenter S.p.A. Ceased

Carlo Cassamagnaghi

Alternate Auditor Statutory Auditor of BNL Vita S.p.A. Current

Chairman of the Board of Statutory Auditors of Linear S.p.A.

Current

Chairman of the Board of Statutory Auditors of Unisalute S.p.A.

Current

Chairman of the Board of Statutory Auditors of RB Vita S.p.A.

Current

Chairman of the Board of Statutory Auditors of CreditRas Vita S.p.A.

Current

Statutory Auditor of Borgo San Felice S.r.l. Current

Statutory Auditor of Start People S.p.A. Current

Statutory Auditor of Agricola San Felice S.p.A.

Current

Statutory Auditor of Villa La Pagliaia S.r.l. Current

Statutory Auditor of Topstart S.r.l. Current

Statutory Auditor of UGF Merchant S.p.A. Current

Statutory Auditor of Unique S.p.A. Current

Chairman of the Board of Statutory Auditors of Bernese S.p.A. in liquidation

Current

Statutory Auditor of Creyf’s Select S.p.A. in liquidation

Current

Statutory Auditor of Aurora Assicurazioni S.p.A.

Ceased

Chairman of the Board of Statutory Auditors of RAS Alternative Investments SGR S.p.A.

Ceased

Statutory Auditor of Tishman Speyer Santa Margherita S.r.l.

Ceased

Statutory Auditor of Cooper Italia S.r.l. Ceased

Statutory Auditor of OKI Systems (Italia) Ceased


238

Name and Surname


S.p.A.

Statutory Auditor of UGF S.p.A. Ceased

Chairman of the Board of Statutory Auditors of Bernese Assicurazioni S.p.A.

Ceased

Chairman of the Board of Statutory Auditors of Bernese Vita S.p.A.

Ceased

Chairman of the Board of Statutory Auditors of Bernese Finanziaria S.p.A.

Ceased

Chairman of the Board of Statutory Auditors of Prevint S.p.A.

Ceased

14.2 Conflicts of interest of the members of the Board of Directors, members of the Board of Statutory Auditors, General Manager and senior managers

14.2.1 Potential conflicts of interest of the members of the Board of Directors and Board of Statutory Auditors, General Manager and senior managers

As of the date of the Prospectus, to the best of the Issuer’s knowledge, no member of the Board of Directors and Board of Statutory Auditors, or the General Manager, or any of the senior managers has interests that could potentially conflict with the duties deriving from the position or role held in the Issuer or the UGF Group.

In this respect, the members of the administrative and management bodies of the Issuer and the UGF Group companies are required to comply with the provisions of applicable law, internal regulations issued in accordance with the Corporate Governance Code as well as sector specific provisions in connection with resolutions and/or the execution of transactions which are in potential conflict of interest and/or related party transactions, aimed at regulating significant matters relating to the existence of a specific interest in carrying out a transaction. In particular:

- pursuant to Article 2391 of the Italian Civil Code, directors must inform other directors and the Board of Statutory Auditors of any interest that they hold, on their own behalf or on behalf of third parties, in a given company transaction, and the directors must abstain themselves from carrying out the transaction in which they hold such interest;

- pursuant to Article 2391-bis of the Italian Civil Code and Principle 9.c.1 of the Corporate Governance Code, the Company has adopted special internal procedures to ensure the transparency and substantial and procedural correctness of the related party transactions;

- pursuant to ISVAP Regulation no. 25 of May 27, 2008, the Company has adopted special guidelines for the Group’s insurance companies which aim at regulating the procedures, the decision-making process and the quantitative thresholds of intra-group transactions and related party transactions carried out by such companies;

- pursuant to Article 136 of the TUB, UGF Banca and the other companies of the UGF Banca Banking Group have adopted special authorisation procedures applicable in the event in which a company of the UGF Banca Banking Group contracts obligations of any nature or carries out purchases/sales, directly or indirectly, with the respective company representatives or in the case in which another company or bank of the same Banking


239

Group effects financings with company representatives of the same Group. This procedure also applies to obligations contracted with subsidiaries of such representatives or in which such representatives perform administrative, management or control duties, and with companies controlled by these subsidiaries or that control them. The parties holding an interest shall abstain from the relevant resolution.

14.2.2 Agreements or understandings with the main shareholders, clients, suppliers or other parties, as a result of which the members of the administrative, management or control bodies or senior managers have been chosen

The Issuer is not aware of any agreement or understanding with the main shareholders, clients, suppliers or other parties, as a result of which the members of the administrative, management or control bodies or senior managers have been chosen (including the General Manager).

14.2.3 Agreed restrictions, if any, by members of the Board of Directors and/or Board of Statutory Auditors and/or senior managers with regard to the sale of securities of the Issuer

No member of the Board of Directors, Board of Statutory Auditors or any of the senior managers has agreed to any restrictions on the sale, within a given period of time, of securities of the Issuer held by them, except as set forth in Section One, Chapter XVII, Paragraphs 17.2 and 17.3 of the Prospectus.

With respect to the disclosure obligations provided by Consob’s regulations (Articles 152-sexies and following of the Issuers Regulations) regarding transparency of transactions carried out directly or through intermediaries by the members of the Board of Directors, the Board of Statutory Auditors and senior managers (including the General Manager) or by persons closely linked to them (internal dealing), the Board of Directors of UGF has adopted an internal procedure which, although not required by applicable regulations, requires the persons mentioned above to abstain from the execution of transactions involving the shares of the Issuer or related financial instruments for specified periods during the year (blocking periods) which precede the meetings of the Board of Directors convened to examine and/or approve:

(a) the draft financial statements and consolidated financial statements;

(b) the half-year interim report;

(c) each quarterly interim report; and

(d) the interim data and budget

and in other specified periods as determined by the Board of Directors, or the Chairman or the Chief Executive Officer.


240

CHAPTER XV COMPENSATION AND BENEFITS

15.1 Compensation and benefits for members of the Board of Directors, members of the Board of Statutory Auditors, the General Manager and senior managers

The following table shows the compensation paid for any reason and in any form during the financial year ended December 31, 2009 by the Company and its direct or indirect subsidiaries to current members of the Board of Directors and the Board of Statutory Auditors.

Person

Compensation

(Euro)

Surname and Name Position held Emoluments for the position held

Non-monetary benefits

Bonuses and other incentives Other compensation

Board of Directors

STEFANINI Pierluigi Chairman 730,000 (1)

COLLINA Piero Deputy Chairman 72,500 (2) 36,500 (3)

CIMBRI Carlo

Chief Executive Officer 1,727 1,289,587 (4)

BERARDINI Francesco Director 35,027 (5) 17,616 (6)

BETTI Sergio Director 66,500 (7)

CARANNANTE Rocco Director 82,034 (8)

CELLI Pier Luigi Director 69,500 (9)

COFFARI Piero Director 68,000 (10) 53,298 (11)

COSTALLI Sergio Director 66,500 (12) 34,298 (13)

DALLE RIVE Ernesto Director (14)

FOREST Jacques Director 63,500 (15)

ISELI Roger Director (14)

GALANTI Vanes Director 177,000 (16) 49,500 (17)

LEVORATO Claudio Director 62,000 (18) 30,500 (19)

MALAVASI Ivan Director 63,500 (20)

MASOTTI Massimo Director 95,500 (21)


241

Person

Compensation

(Euro)

Surname and Name Position held Emoluments for the position held

Non-monetary benefits

Bonuses and other incentives Other compensation

MIGLIAVACCA Enrico Director 66,500 (22)

MORARA Pier Luigi Director 71,000 (23)

PACCHIONI Milo Director (14) 37,500 (24)

PEDRONI Marco Director 69,500 (25) 32,500 (26)

POLITI Giuseppe Director 66,500 (27) 37,500 (28)

VELLA Francesco Director 75,500 (29)

VENTURI Marco Giuseppe Director 72,500 (30) 36,500 (31)

ZACCHERINI Luca Director 85,034 (32)

ZUCCHELLI Mario Director 71,000 (33)


CHIUSOLI Roberto Chairman of the Board of Statutory Auditors 75,000 55,036 (34)

TROMBONE Domenico

Statutory Auditor 50,000 45,000 (35)

PICONE Giorgio Statutory Auditor 50,000 16,807 (36)

CERCHIAI Cristiano Alternate Auditor 74,187 (37)

CASSAMAGNAGHI Carlo

Alternate Auditor (14)

(1) The amount includes the compensation pursuant to Article 2389, paragraph 3 of the Italian Civil Code and compensation for

the position of Chairman of the Chairmanship Committee amounting to Euro 15,000; (2) The amount includes the compensation received for the position of Director in 2009 and member of the Chairmanship

Committee amounting to Euro 12,000; (3) Compensation for the office held in UGF Banca; (4) The amount includes the remuneration as employee (General Manager of the Company) and the compensation pursuant to

Article 2389, paragraph 3 of the Italian Civil Code for the position held in UGF Assicurazioni; (5) The amount includes compensation for the position of member of the Nomination Committee amounting to Euro 3,000; (6) Compensation for the position held in UGF Assicurazioni; (7) The amount includes compensation for the position of member of the Remuneration Committee amounting to Euro 1,500; (8) The amount includes compensation for the position of member of the Internal Audit Committee amounting to Euro 9,000

and member of the Supervisory Board amounting to Euro 9,534; (9) The amount includes compensation for the position of member of the Social Responsibility Committee amounting to Euro

6,000; (10) The amount includes compensation for the position of member of the Nomination Committee amounting to Euro 6,000;

compensation not received but paid to Coop Adriatica Scarl;


242

(11) The amount includes compensation for the positions held in UGF Banca and UGF Merchant; compensation not received but paid to Coop Adriatica Scarl;

(12) The amount includes compensation for the position of member of the Chairmanship Committee amounting to Euro 7,500; compensation not received but paid to Unicoop Tirreno Scarl;

(13) The amount includes compensation for the positions held in UGF Merchant S.p.A. and UGF Assicurazioni; compensation not received but paid to Unicoop Tirreno Scarl;

(14) Appointed by the Shareholders’ Meeting on April 29, 2010; (15) The amount includes compensation for the position of member of the Remuneration Committee amounting to Euro 1,500;

compensation not received but paid to P&V Assurances S.C. (Belgium); (16) The amount includes compensation pursuant to Article 2389, paragraph 3 of the Italian Civil Code (position of Deputy

Chairman held in 2009) and compensation received for the position of member of the Chairmanship Committee amounting to Euro 12,000;

(17) Compensation for the position held in UGF Assicurazioni; (18) Compensation not received but paid to Manutencoop Scarl; (19) Compensation for the position held in UGF Banca; compensation not received but paid to Manutencoop Scarl; (20) The amount includes compensation received for the position of member of the Remuneration Committee in the amount of

Euro 1,500; (21) The amount includes compensation for the position of member of the Internal Audit Committee amounting to Euro 10,500

and of Chairman of the Supervisory Board amounting to Euro 20,000; (22) The amount includes compensation for the position of member of the Remuneration Committee amounting to Euro 1,500; (23) The amount includes compensation for the position of member of the Nomination Committee amounting to Euro 6,000; (24) The amount includes compensation received from UGF Merchant and paid to Finpro Scarl; (25) The amount includes compensation for the position of member of the Chairmanship Committee amounting to Euro 9,000;

compensation not received but paid to Consumatori Nordest Scarl; (26) Compensation for the position held in UGF Banca, compensation not received but paid to Coop Consumatori Nordest Scarl; (27) The amount includes compensation received for the position of member of the Nomination Committee amounting to Euro

6,000; (28) Compensation for the position held in UGF Banca; (29) The amount includes compensation for the position of member of the Social Responsibility Committee amounting to Euro

10,500; (30) The amount includes compensation for the position of member of the Social Responsibility Committee amounting to Euro

9,000; (31) Compensation for the position held in UGF Banca; (32) The amount includes compensation for the position of member of the Internal Audit Committee amounting to Euro 10,500;

compensation not received but paid to CEFLA Scarl. Also includes compensation for the position of member of the Supervisory Board amounting to Euro 9,534;

(33) The amount includes compensation for the position of member of the Chairmanship Committee amounting to Euro 10,500; (34) The amount includes compensation for the positions held in UGF Merchant and UGF Banca; (35) The amount includes compensation for the position of Chairman of the Board of Statutory Auditors of UGF Assicurazioni; (36) The amount includes compensation for the position of Chairman of the Board of Statutory Auditors of Aurora Assicurazioni

S.p.A. and UGF Merchant, and of member of the Supervisory Board amounting to Euro 3,171; (37) The amount includes compensation for the positions held in UGF Merchant, UGF Assicurazioni, Navale Assicurazioni,

Navale Vita, Unisalute, and BNL Vita.

For the financial year 2009, based on specific instructions by the Chairman Pierluigi Stefanini and by the General Manager of UGF Carlo Cimbri, the compensation due to them for the position of Director in the Group companies other than the Issuer was paid to UGF for a total of Euro 260,421.

For the financial year 2009, the total compensation received by senior managers (excluding the General Manager) from the Issuer and the UGF Group companies amounted approximately to Euro 2,738,302 (including bonuses, incentives and benefits). During the financial year 2009, based on specific instructions by the above mentioned managers, compensation due to them for the position of director held in the Group companies was paid to UGF for a total of Euro 568,37043.

15.2 Amounts of provisions or accruals for pensions, employee severance payments or

similar benefits

At December 31, 2009, the Group’s provisions for pensions, employee severance payments or similar benefits in favour of members of the Chief Executive Officer and General Manager and the other senior managers amounted to a total of Euro 248,038. As of March 31, 2010, such provisions amounted to Euro 273,697.

43 Such amount relates solely to the senior managers named in Section One, Chapter XIV, Paragraph 14.1.2.


243

CHAPTER XVI PROCEDURES OF THE BOARD OF DIRECTORS

16.1 Term of appointment of members of the Board of Directors and members of the Board of Statutory Auditors

Board of Directors

The Board of Directors now in office was appointed by the Shareholders’ Meeting of April 29, 2010 and shall remain in office until the financial statements for the year ending December 31, 2012 are approved.

The table below states, for each director, the position held and the date he or she was first appointed as a member of the Board of Directors at the date of the Prospectus.

Person Position

Surname and Name Position held Date of first appointment

STEFANINI Pierluigi Chairman January 9, 2006

COLLINA Piero Deputy Chairman April 29, 2010

CIMBRI Carlo Chief Executive Officer April 29, 2010

BERARDINI Francesco Director June 25, 2009

BETTI Sergio Director April 24, 2007

CARANNANTE Rocco Director November 10, 2000

CELLI Pier Luigi Director June 26, 2008

COFFARI Piero Director April 24, 2007

COSTALLI Sergio Director April 24, 2007

DALLE RIVE Ernesto Director April 29, 2010

FOREST Jacques Director June 16, 1992

GALANTI Vanes Director June 23, 1995

ISELI Roger Director April 29, 2010

LEVORATO Claudio Director June 23, 1995

MALAVASI Ivan Director April 29, 2004

MASOTTI Massimo Director February 24, 2006

MIGLIAVACCA Enrico Director June 18, 1982

MORARA Pier Luigi Director May 3, 2006

PACCHIONI Milo Director April 29, 2010


244

Person Position

Surname and Name Position held Date of first appointment

PEDRONI Marco Director April 29, 2004

POLITI Giuseppe Director April 24, 2007

VELLA Francesco Director May 3, 2006

VENTURI Marco Giuseppe Director January 31, 1992

ZACCHERINI Luca Director May 3, 2006

ZUCCHELLI Mario Director June 23, 1995


The Board of Statutory Auditors now in office was appointed by the Shareholders’ Meeting of April 29, 2010 and shall remain in office until the approval of the financial statements for the year ending December 31, 2012.

The table below states, for each statutory auditor the date on which the current members of the Board of Statutory Auditors at the date of the Prospectus were first appointed to this position.

Person Position

Name and Surname Position held Date of first appointment

CHIUSOLI Roberto Chairman of the Board of

Statutory Auditors April 24, 2007

TROMBONE Domenico Statutory Auditor April 24, 2007

PICONE Giorgio Statutory Auditor April 24, 2007

CERCHIAI Cristiano Alternate Auditor April 24, 2007

CASSAMAGNAGHI Carlo Alternate Auditor April 29, 2010

16.2 Employment contracts entered into by members of the Board of Directors and members of the Board of Statutory Auditors with the Issuer that provide for severance payment

Except for the employment contract between the Company and the Chief Executive Officer and General Manager Carlo Cimbri described below, the UGF Group has not entered into employment contracts with the current members of the Board of Directors and the Board of Statutory Auditors which provide for severance payment.

The Chief Executive Officer and General Manager Carlo Cimbri was hired by the UGF Group on August 19, 1991 and has been a manager of the Company since February 1, 2001. Following his appointment as General Manager of UGF on July 13, 2007, the Board of Directors appointed him


245

as Chief Executive Officer of the Company on April 29, 2010, and granted him the related competences and powers of attorney. The contractual provisions regulating the employment relationship with Carlo Cimbri for his position as General Manager provide for severance indemnity for the equivalent of five years of total annual compensation in the event of dismissal or removal without just cause.

16.3 Remuneration Committee and Internal Audit Committee

In accordance with the provisions of the Bylaws, the Corporate Governance Code and the Group Corporate Governance Code (the “Group Corporate Governance Code”) (for more detail see Paragraph 16.4), the Board of Directors created internal committees to perform specifically assigned tasks, formulate recommendations and proposals with respect to matters within the Board’s competence. In particular, during 2001, the Board created the Internal Audit Committee and the Remuneration Committee and adopted the respective organizational rules; in 2007, the following additional committees were established: the Chairmanship Committee, the Nomination Committee and the Social Responsibility Committee.

On April 29, 2010, as a result of the renewal of the term of the corporate bodies, the Board of Directors appointed the new members of the Committees mentioned above (and renamed the Nomination Committee as “Nomination and Corporate Governance Committee”).

Below is a description of the composition as well as duties and powers assigned to the Remuneration Committee and the Internal Audit Committee.

A. Remuneration Committee

The Remuneration Committee performs preliminary analyses and provides proposals and recommendations in support of the Board’s resolutions on the compensation of the Chief Executive Officer, the key senior managers, of the Issuer and the main Group companies.

Members of the Remuneration Committee for whom the Remuneration Committee is asked to submit a proposal on their remuneration shall not participate in the meetings in which such proposals are discussed.

The Remuneration Committee is composed of the following members:

Member Position Date of appointment

Migliavacca Enrico Chairman April 29, 2010

Betti Sergio Member April 29, 2010

Forest Jacques Member April 29, 2010

Malavasi Ivan Member April 29, 2010

The majority of the members of the Remuneration Committee are not represented by independent Directors as the Board of Directors deemed it to be of higher priority, pursuant to the opinion of the members of the Committee and taking into account the tasks of such Committee, to identify members who had accumulatedan in-depth knowledge of the UGF Group, equity holdings and the relationships with shareholders during their professional experience.


246

B. Internal Audit Committee

The Internal Audit Committee provides recommendations, proposals and support and performs preliminary analyses with respect to the Board’s evaluations and resolutions in connection with the internal audit system, the approval of periodical accounting documents and the relationship with the independent auditors pursuant to the Corporate Governance Code and the Group Corporate Governance Code. Moreover, following the enactment of Legislative Decree no. 39/2010, it should be noted that the Company is in the process of performing the necessary assessments to coordinate the tasks of the Internal Audit Committee with the tasks assigned to the Board of Statutory Auditors pursuant to said Legislative Decree no. 39/2010, as required by the Corporate Governance Code and the Group Corporate Governance Code.

For the purposes of performing its duties, the Internal Audit Committee has at its disposal adequate instruments and information flows, in particular through the Audit and Risk Management functions, to enable the Committee to carry out the valuations for which it is responsible. The Internal Audit Committee may also request information, including documents, from the members of the corporate bodies of the UGF Group companies, which are necessary for the fulfilment of its duties. (see Section One, Chapter VI, Paragraph 6.5 of the Prospectus)

The Internal Audit Committee is chaired by an independent director. One of the members of the Committee, the current Chairman of the Committee Massimo Masotti, possesses adequate experience in the accounting and financial sector which shall be evaluated by the Board of Directors at the time of the appointment.

The Chairman of the Board of Statutory Auditors or another auditor designated by him shall participate to the meetings of the Committee.

The Internal Audit Committee is composed of the following members.

Member Position Date of appointment

Masotti Massimo Chairman April, 29 2010

Carannante Rocco Member April 29, 2010

Iseli Roger Member April 29, 2010

Zaccherini Luca Member April 29, 2010

16.4 Compliance with corporate governance regulations

The UGF Group has gradually completed an important integration and rationalization process which led to the redefinition of the key aspects of its corporate and organizational structure and internal functions (see Section One, Chapter V, Paragraph 5.1.5 of the Prospectus). Upon completion of this process, the following functions and structures related to its role as holding company were centralized in UGF: (i) the strategic, steering, management and control of the subsidiaries, and (ii) the management of the transversal services provided to the banking and insurance divisions of the UGF Group.

The new qualification of UGF as holding company did not result in significant changes to the corporate governance model of the Company and the UGF Group as described in the Group Corporate Governance Code. This code was prepared in compliance with the provisions of the Corporate Governance Code and describes the composition, the role and the rules for the functioning of the collegial bodies of the holding company and the operational companies of the UGF Group, as well as the rules regarding the appointment and role of the individual corporate bodies of the UGF Group.


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With respect to corporate governance, the internal audit system and risk management of the UGF Group, in addition to the Board committees (Internal Audit Committee, Remuneration Committee, Nomination and Corporate Governance Committee, Chairmanship Committee and Social Responsibility Committee), the Board of Directors, or the delegated bodies, established certain internal corporate committees composed of the key managers as well as the persons responsible for the corporate management of UGF and/or the main subsidiaries, and in charge of the implementation of the strategic and coordination policies determined by the Board of Directors of UGF.

The Issuer has essentially adapted its corporate governance system to ensure compliance with the provisions of the Corporate Governance Code. In fact, since March 2001, UGF has implemented the recommendations set forth in the Corporate Governance Code and has gradually restructured its corporate governance system and related corporate procedures, and in particular, with respect to:

(i) the functioning, the composition and competences of the Board of Directors and Board committees;

(ii) the procedure for the appointment of the members of the Board of Statutory Auditors, and in particular the election of the Chairman of the Board of Statutory Auditors by a minority on the basis of lists presented by the shareholders;

(iii) the procedure for the internal management of confidential information and the disclosure to the public of inside information;

(iv) the procedure relating to transactions with related parties;

(v) the appointment of a person responsible for investor, institutional and retail relations;

(vi) the practice based on which transactions with related parties are carried out in such a manner as to ensure that criteria regarding the substantial and procedural correctness are met;

(vii) the establishment, in accordance with Article 115-bis of the TUF, of the register of persons who have access to inside information as a result of their work or profession or as a result of the positions held by them;

(viii) the appointment of a Director in charge of the internal audit systems, i.e. the Chief Executive Officer;

(ix) the appointment of a person in charge of the internal audit, i.e. the Head of the internal auditing function.

Finally, the Company adopted the organizational, management and control Model structure provided in Legislative Decree 231/2001 by appointing the Supervisory Body (Organismo di Vigilanza), which operates without interruption supervising the functioning and compliance with such Model structure. The corporate and functional reorganization of the UGF Group entailed changes to the Company’s Organizational and Management Model Structure aimed at identifying the consistencies of the projections contained therein with the different role assumed by UGF, while maintaining the continuity and safeguarding the principles and reference values of the Model structure. The restructuring also resulted in a revision of the risks and control structure of the UGF Group and the identification of the relevant sensitive processes. In addition, the new offences set forth in Legislative Decree 231/2001 were also included. The progress on the updating of the Model structure has been periodically reported to the Supervisory Body. In its meeting on March 25, 2009, the Supervisory Board examined the wording of the new Model adopted by the Board of Directors on March 19, 2009 as subsequently updated following the inclusion of new offences in the Legislative Decree no. 231/2001, and most recently on December 17, 2009. As of the date of the Prospectus, the Supervisory Body is composed of three members of the Internal Audit Committee (Rocco Carannante, Massimo Masotti and Luca Zaccherini), the Head of the Legal, Corporate and Compliance Department and the Head of Audit.


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For further information on the corporate governance system of UGF, see the 2009 Annual Report on corporate governance and ownership, filed in accordance with applicable law and available on the website of UGF under the section Corporate Governance (www.unipolgf.it) and on the website of Borsa Italiana S.p.A. (www.borsaitaliana.it).


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CHAPTER XVII EMPLOYEES

17.1 Employees of the UGF Group

The following table shows the number of Group employees by main contractual categories as of December 31, 2007, 2008 and 2009 and as of March 31, 2010:

Group Total

2007 2008 2009 31/03/2010

Number % Number % Number % Number %

Top Managers 143 2.2% 145 2.1% 157 2.2% 153 2.1%

Executives/Middle Managers 1,262 19.0% 1,364 19.5% 1,434 20.1% 1,453 20.3%

Other Personnel 5,228 78.8% 5,482 78.4% 5,558 77.7% 5,568 77.6%

Total 6,633 100.0% 6,991 100.0% 7,149 100.0% 7,174 100.0%

In particular, the number of employees including the employees counted as “full time equivalent” (FTE), i.e. taking into account the effective work hours, amounted to 6,807 employees at December 31, 2009 and 6,835 employees at March 31, 2010.

As of the date of the Prospectus, there have not been any material changes to the number of employees.

17.2 Shareholdings and stock options

Except for the persons set forth in the table below, to the Issuer’s knowledge, as of the date of the Prospectus no member of the Board of Directors, Board of Statutory Auditors and none of the senior managers holds, either directly or indirectly, any stake in the share capital of the Issuer.

Person Shares held

Surname and name Ordinary Preference

Directors

BETTI Sergio - 6,000

CARANNANTE Rocco - 22,400

CIMBRI Carlo (1) 694 -

COFFARI Gilberto 4,020 -

MALAVASI Ivan 18,000 -

POLITI Giuseppe 500 -


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Person Shares held

Surname and name Ordinary Preference

ZACCHERINI Luca 10,000 -

Senior Managers

CASTELLINA Maurizio 5,000 5,000

CORRADINI Federico (1) 694 -

GIAY Roberto (2) 1,041 -

SANTELLA Giuseppe (1) 694 -

(1) Free shares granted in accordance with the 2007 Plan (see Paragraph 17.3 below). (2) Of which 694 free shares granted in accordance with the 2007 Plan (see Paragraph 17.3 below) and 347 shares

held through spouse.

17.3 Employee equity investment agreements in the share capital

Except as described below, there are no employee equity investment agreements with respect to the share capital of the Company.

On April 24, 2007, the Shareholders’ Meeting approved a stock-granting plan for the free allocation of ordinary shares of the Issuer benefitting all of its employees with non-fixed term employment contracts (the “2007 Plan”).

Under the 2007 Plan, the Company granted a total of 356,107 ordinary UGF shares at Euro 2.88 each (equal to the arithmetic mean of the market prices of UGF ordinary shares during the month prior to the stock granting, rounded to the lowest figure), for a total of Euro 1,025,588.

As a result of the adoption of the 2007 Plan, Article 26 of the Supplemental Company Agreement signed on October 7, 2006 (Accordo Integrativo Aziendale) and entered into on November 16, 2006 between UGF and the category labour unions representing non-managerial employees, was enforced.

The ordinary Unipol shares to be used for the 2007 Plan were purchased by UGF on the regulated market pursuant to Article 2357 of the Italian Civil Code, Article 132 of the Testo Unico and Article 144-bis of the Issuers Regulation, as well as the relevant provisions of EU Regulation 2273/2003. The purchase programme of treasury shares was approved by the Board of Directors on May 10, 2007 based on the authorization received from the Shareholders’ Meeting pursuant to Articles 2357 and following of the Italian Civil Code, and executed on May 24, 2007.

Pursuant to the 2007 Plan regulation, the allocated shares are subject to a lock-up period of three years from the date of allocation (June l, 2007); as a result, during this period, the shares may not be transferred inter vivos or used as rights in rem. Following the expiry of the three-year period from the date of allocation, the shares shall be free from any encumbrances and freely tradable, but may not, in any case, be repurchased by the Company.

During the lock-up period: (i) the dividends and other capital proceeds will be regularly paid to each employee participating in the 2007 Plan; and (ii) each employee participating in the 2007 Plan may exercise the voting rights of the shares allocated to him in the ordinary or extraordinary Shareholders’ Meetings of UGF.

It shouldbe noted that the 2007 Plan was also adopted on the basis of the same conditions (including the lock-up period) and terms, by the subsidiaries Linear and Unisalute which, through its implementation, granted to their employees with non-fixed term employment contracts, no.


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39,035 and 37,812 ordinary Unipol shares, respectively, for a value of Euro 2.88 per share (equal to the arithmetical average of the market prices of the UGF ordinary shares in the month prior to the date of allocation, with a rounding down), amounting to approximately Euro 222,000.

On April 24, 2008, the Shareholders’ Meeting of UGF adopted a further stock granting plan for the free allocation of ordinary Unipol shares (the “2008 Plan”), with the same terms and conditions than the 2007 Plan (including the lock-up period to which the shares shall be subject), benefitting all employees, including managers, with non-fixed term employment agreements at September 1, 2007 with the subsidiary Aurora Assicurazioni S.p.A. (merged into the Issuer effective as of September 1, 2007).

Under the 2008 Plan, the Company granted a total of 267,439 ordinary UGF shares at Euro 1.65 each (equal to the arithmetic mean of the market prices of the UGF share on the Mercato Telematico Azionario during the last month prior to the date of allocation, rounded to the lowest number), for a total of Euro 441,274. The shares were allocated on June 1, 2008.

The ordinary Unipol shares used for the 2008 Plan were purchased by UGF on the regulated market pursuant to Article 2357 of the Italian Civil Code, Article 132 of the Testo Unico and Article 144-bis of the Issuers Regulation, as well as the relevant provisions of EU Regulation 2273/2003. The purchase program of treasury shares was approved by the Board of Directors on May 8, 2008, based on the authorization granted by the Shareholders’ Meeting pursuant to Articles 2357 and following of the Italian Civil Code, and executed on May 23, 2008.

As a result of the adoption of the 2008 Plan, the provisions of the 2005-2008 Supplemental Company Contract, signed in July 2007 (Contratto Integrativo Aziendale 2005-2007) between Aurora Assicurazioni S.p.A. and the labour unions representing employees, was executed. UGF, in its capacity as incorporating company of Aurora Assicurazioni S.p.A., was required to enforce such contract as it entered into the employment agreements of the employees of the merged company, in accordance with the terms and conditions provided by the framework agreement with the above-mentioned labour unions on June 28, 2007, pursuant to Article 2112 of the Italian Civil Code and Article 47 of the Law no. 428 of December 29, 1990.

For further information on the 2007 Plan and the 2008 Plan, see the informational documents prepared pursuant to Article 84-bis of the Issuers Regulation and available on the website www.unipolgf.it under “Investor Relations”.


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CHAPTER XVIII MAIN SHAREHOLDERS

18.1 Shareholders holding stakes in excess of 2% of the share capital

According to the shareholders’ register, communications received pursuant to law and other information available to the Company, the shareholders directly or indirectly owning shares representing more than 2% of the share capital as of the date of the Prospectus are:

Shareholder Ordinary shares

% of ordinary

share capital

Preference shares

% of preference

share capital

Total shares % of share capital

Finsoe S.p.A. (*) 751,019,415 50.748% 15,532 0.002% 751,034,947 31.405%

P&V Assurances S.C. 65,943,272 4.456% 719,120 0.079% 66,662,392 2.788%

Brandes Investment Partners LP 0 0.000% 51,155,245 5.612% 51,155,245 2.139%

(*) Company controlled by Holmo. For further information see Paragraph 18.3. below.

18.2 Other voting rights of principal shareholders of the Issuer

As of the date of the Prospectus, the Company has issued ordinary and preference shares. Pursuant to Article 9 of the Bylaws, the preference shares have no voting rights with respect to matters which are reserved to the Shareholders’ Meeting.

18.3 Information on the controlling entity, if any, pursuant to Article 93 of the Testo Unico

UGF is controlled by Finsoe pursuant to Article 93 of the Testo Unico and Article 2359, paragraph 1, no. 1) of the Italian Civil Code. Finsoe in turn is controlled by Holmo, which is also the parent company of the Unipol Financial Conglomerate. The Unipol Financial Conglomerate is comprised of Holmoand its direct and indirect subsidiaries (including Finsoe, UGF and the other companies of the UGF Group).

Neither Finsoe nor Holmo perform steering and coordination activities with respect to UGF pursuant to Articles 2497 and following of the Italian Civil Code due to the exclusive structure of the holdings of the shareholdings adopted with respect to UGF and its subsidiaries, as well as the organizational and functional structure adopted by them consistently with such role.

As of the date of the Prospectus, Holmo holds 80.9% of the share capital of Finsoe, which in turn holds 50.748% of the ordinary share capital of UGF and 31.405% of the share capital of UGF (including 15,532 preference shares). Finsoe holds 8.57% of the share capital in the form of treasury shares.

Holmo is not controlled, directly or indirectly, by any party.


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18.4 Agreements which may result in a change of control of the Company

To the knowledge of the Issuer, at the date of the Prospectus there are no agreements which may at a later date result in a change of control of the Issuer or any shareholders’ agreements between the shareholders of the Issuer regarding such change of control.

With respect to shareholders’ agreements relating to shares of the controlling company Finsoe, it is noted that on February 8, 2006, Holmo and BNP Paribas entered into a private deed (subsequently supplemented and amended, most recently on December 31, 2009) which includes certain arrangements which may constitute “shareholders’ agreements” pursuant to Article 122 of the TUF, with respect to 1,833,270,500 ordinary shares of Finsoe, which represent 80.76% of the share capital thereof (of which Holmo and BNP Paribas hold, respectively, 76.5% and 4.26%) following Finsoe’s share capital increase carried out in May and during the first week of June 2010 (see Section Two, Chapter III, Paragraph 3.4 of the Prospectus). The arrangements of the private deed directly concern Finsoe and indirectly concern UGF. In particular, these arrangements will remain valid until November 27, 2012, and provide for (a) the undertaking by BNP Paribas to continue to hold the Finsoe shares purchased from Holmo (i.e. 4.26%); and (b) the undertaking by Holmo to procure that at least one member of the Board of Directors of Finsoe be nominated by BNP Paribas.


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CHAPTER XIX RELATED PARTY TRANSACTIONS

19.1 Introduction

In accordance with the code of conduct for transactions with related parties adopted by the Issuer in 2003 and updated in 2006, the Chief Executive Officer submits transactions with related parties to the Board of Directors for advance approval, should these transactions, due to their purpose, consideration, terms, nature or times of performance, may have effects on the safeguarding of the company’s capital or on the completeness and accuracy of the information, including accounting information, of the Company and which therefore would require to be disclosed to the market.

In the event that the nature, value or other characteristics of the transaction so require, the Board of Directors shall procure that its valuations be supported by opinions by one or more independent advisors on the economic conditions, technical structure or legal requirements of the transaction.

In addition to the internal rules on related party transactions, the following regulations apply:

- Guidelines on intragroup activities, approved by the Board of Directors of UGF in February 2009 and subsequently adopted by the insurance companies of the Group pursuant to ISVAP Regulation no. 25 of May 27, 2008;

- The procedure adopted pursuant to Article 136 of the TUB by UGF Banca and the other companies of the UGF Banca Banking Group which shall apply in the event that one of the companies of the UGF Banca Banking Group shall become contractually bound to perform obligations of any nature or enters into purchase or sale agreements, directly or indirectly, with members of such companies, or in the event that any other company or bank of the same banking group enters into financing transactions with members of such Group.

-

19.2 Relationships and transactions with related parties

The following tables summarizes the economic and asset information deriving from transactions with related parties for the period ended March 31, 2010 and the financial years ended December 31, 2009, 2008 and 2007 – other than the provision of services and intragroup transactions described in Paragraphs 19.3 and 19.4 below, respectively, divided by financial year and by type of related party.

UGF, UGF Assicurazioni, Linear, Navale Assicurazioni, Navale Vita, Midi and Smallpart have opted for the inclusion in the national tax consolidation of the controlling entity Finsoe for the three-year period 2007-2008-2009, and have entered into an agreement governing the relevant economic relationships.

March 31, 2010 RELATED PARTY TRANSACTIONS AS OF MARCH 31, 2010


Direct

controlling company

Indirect controlling company

Related party

Other (3) Total %

imp.(1)%

imp.(2)

Loans and receivables 21.1 10.7 27.3 59.1 0.1 6.8

Receivables deriving from direct insurance transactions 0.0 0.0 0.1 0.1 0.0 0.0

Other receivables 197.9 0.0 0.0 197.9 0.4 22.7


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RELATED PARTY TRANSACTIONS AS OF MARCH 31, 2010


Direct

controlling company


Related party

Other (3) Total %

imp.(1)%

imp.(2)

TOTAL ASSETS 219.0 10.7 27.4 0.0 257.1 0.5 29.5

Financial liabilities recorded at fair value accounted for in the income statement 0.0 0.0 0.9 0.9 0.0 0.1

Other financial liabilities 70.9 69.5 15.4 155.8 0.3 17.9

Other liabilities 1.3 0.0 0.0 1.3 0.0 0.2

TOTAL LIABILITIES 72.2 69.5 16.3 0.0 158.0 0.3 18.2

Proceeds from other financial instruments and real estate investments 0.1 0.1 0.2 0.4 n.r. 0.0

Other revenues 0.0 0.0 0.1 0.1 n.r. 0.0

TOTAL REVENUES AND PROCEEDS 0.1 0.1 0.3 0.0 0.5 n.r. 0.0

Fees deriving from other financial instruments and real estate investments 0.9 0.9 0.0 1.8 n.r. 0.2

Management fees 0.0 0.1 18.0 18.1 n.r. 2.1

Other costs 0.0 0.0 0.2 0.2 n.r. 0.0

TOTAL COSTS AND EXPENSES 0.9 1.0 18.2 0.0 20.1 n.r. 2.3

(1) Impact calculated on total assets of the balance sheet consolidated by balance sheet line items. The impact on the consolidated net result of the period was not significant for the economic line items.

(2) Impact calculated on total net liquidity deriving from the operations of the financial statement. (3) The column “Other” includes affiliates and persons identified as related parties (directors, statutory auditors, general managers,

managers with strategic responsibilities and their respective family members).


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December 31, 2009

RELATED PARTY TRANSACTIONS AS OF DECEMBER 31, 2009


Direct controlling company


Related party Other

(3) Total % imp.(1)

% imp.(2)

Loans and receivables 21.4 8.7 36.4 66.4 0.1 5.5

Receivables deriving from direct insurance transactions 0.0 0.0 36.3 36.3 0.1 3.0

Other receivables 209.1 0.0 0.1 209.2 0.5 17.3

TOTAL ASSETS 230.5 8.7 72.7 0.0 311.9 0.7 25.8

Other financial liabilities 71.8 70.4 23.9 166.1 0.4 13.8

TOTAL LIABILITIES 79.7 70.4 23.9 0.0 174.0 0.4 14.4

Commissions receivable 0.0 0.0 0.1 0.1 0.0 0.0

Proceeds from other financial instruments and real estate investments

0.2 0.2 0.9 1.3 -0.2 0.1

Other revenues 0.3 0.0 0.3 0.6 -0.1 0.0

TOTAL REVENUES AND PROCEEDS 0.5 0.2 1.3 0.0 1.9 -0.2 0.2

Fees deriving from other financial instruments and real estate investments 1.9 1.9 0.2 4.0 -0.5 0.3

Management fees 0.0 0.0 53.6 53.6 -7.0 4.4

Other costs 0.0 0.0 1.0 1.0 -0.1 0.1

TOTAL FEES AND EXPENSES 1.9 1.9 54.7 0.0 58.5 -7.6 4.8

(1) Impact calculated on total assets of the balance sheet consolidated by balance sheet line items, and calculated on the net consolidated result for the period for the economic line items.

(2) Impact calculated on total net liquidity deriving from the operations of the financial statement. (3) The column “Other” includes affiliates and persons identified as related parties (directors, statutory auditors, general managers,

managers with strategic responsibilities and their respective family members).


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December 31, 2008





Related party

Other (3) Total % impacts

Loans and receivables 3.6 9.1 26.8 39.5 0.1 (1)

Other receivables 207.8 0.0 53.6 261.4 0.6 (1)

Other assets 2.5 2.5 0.0 (1)

TOTAL ASSETS 211.3 9.1 82.9 0.0 303.3 0.7 (1)

Other financial liabilities 0.7 0.2 0.9 0.0 (1)

Other liabilities 0.0 30.7 30.7 0.1 (1)

TOTAL LIABILITIES 0.7 0.0 30.9 0.0 31.6 0.1 (1)

Commissions receivable 0.0 0.0 0.0 (2)

Interest receivables 1.7 0.3 1.2 3.2 3.0 (2)

Other proceeds 0.2 0.3 0.5 0.5 (2)

Other revenues 0.1 5.0 5.1 4.8 (2)

TOTAL REVENUES AND PROCEEDS 1.9 0.3 6.6 0.0 8.8 8.2 (2)

Commissions payable 0.4 0.4 0.4 (2)

Fees from other financial instruments 0.9 0.4 0.6 1.9 1.8 (2)

Management fees 0.1 73.4 73.5 68.5 (2)

TOTAL COSTS AND EXPENSES 0.9 0.6 74.1 0..0 75.5 70.3 (2)

(1) Incidence calculated on total assets of the consolidated balance sheet. (2) Incidence calculated on total net result of the period. (3) Includes affiliates and persons identified as related parties (directors, auditors, general managers, managers with strategic responsibilities and their respective family members). The incidence on total net liquidity from operational assets was not calculated as the reference parameter is negative.


258

December 31, 2007





Related party

Other (3) Total % impacts

Loans and receivables 27.6 30.6 58.2 0.1 (1)

Other receivables 16.4 0.0 35.7 52.1 0.1 (1)

Other assets 0.0 2.5 2.5 0.0 (1)

TOTAL ASSETS 44.0 0.0 68.8 0.0 112.9 0.2 (1)

Other financial liabilities 2.1 23.8 25.9 0.1 (1)

Other liabilities 7.8 7.8 0.0 (1)

TOTAL LIABILITIES 7.8 2.1 23.8 0.0 33.6 0.1 (1)

Commissions receivable 0.0 0.0 0.0 (2)

Interests receivable 2.2 1.1 3.2 0.8 (2)

Other proceeds 0.3 0.3 0.1 (2)

Other revenues 0.2 0.0 0.3 0.5 0.1 (2)

TOTAL REVENUES AND PROCEEDS 2.3 0.0 1.7 0.0 4.0 1.0 (2)

Commissions payable 0.0 0.0 (2)

Fees from other financial instruments 0.3 0.7 0.5 1.6 0.4 (2)

Management fees 0.1 71.6 71.7 17.0 (2)

TOTAL COSTS AND EXPENSES 0.3 0.8 72.1 0.0 73.3 17.4 (2)

(1) Impact calculated on total assets of the consolidated balance sheet. (2) Impact calculated on total net result of the period. (3) Includes affiliates and persons identified as related parties (directors, statutory auditors, general managers, managers with strategic

responsibilities and their respective family members). The impact on total net liquidity from operations was not calculated as the reference parameter is negative.

Save for the information provided below, during the period ended March 31, 2010 and the financial years ended December 31, 2009, 2008 and 2007, no material transactions with related parties were carried out.


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March 31, 2010

No material transactions with related parties were carried out.

With regard to intragroup transactions see Paragraph 19.4 below.

December 31, 2009

Acquisition of 15.472% of UGF Banca

On May 29, 2009, UGF Assicurazioni acquired 108,842,785 ordinary shares of UGF Banca, representing 15.472% of its share capital (the “Shareholding”).

The Shareholding was acquired by the following shareholders:

a) Coop Estense S.c.a. r.l., holding 38,621,578 shares, equal to 5.49%;

b) Holmo, holding 35,104,650 shares, equal to 4.99%;

c) Finsoe, holding 35,104,650 shares, equal to 4.99%; and

d) CGIL Filt Regione Lombardia, holding 11,907 shares, equal to 0.002%.

As a result of this acquisition, UGF Assicurazioni, which already held 118,075,269 shares of UGF Banca representing 16.784% of the share capital, now holds a total of 226,918,054 shares of UGF Banca, representing 32.256% of such share capital.

In addition, since the remaining 476,581,946 shares of UGF Banca, representing 67.744% of the share capital, were already held by UGF, the UGF Group has acquired the entire share capital of UGF Banca through the described transaction.

The related parties which participated in this transactions and their degree of affiliation at the time thereof are indicated below:

(i) Finsoe, controlling shareholder by right pursuant to Article 93 of the TUF, of UGF with a shareholding of 50.748% of its ordinary share capital;

(ii) Holmo, controlling shareholder of Finsoe, with a shareholding of 80.90% of its share capital with voting rights;

(iii) the Chairman of Coop Estense S.c.a.r.l., member of the Board of Directors of UGF, as well as Chairman and Chief Executive Officer of Holmo and Finsoe.

The transaction was in line with the strategic policies of the 2006-2009 business plan disclosed to the markets in September 2006, which provided, among other things, for the acquisition of the minority shareholdings of subsidiaries and was also closely correlated to the past acquisition of the minority shareholding of Aurora Assicurazioni. The goals of the acquisition were:

- to rationalize and simplify the corporate structure of the Group;

- to increase the consolidated economic results of the Group;

- to improve the coordination of Group initiatives aimed at achieving a higher level of integration between banking and insurance operations, in particular with respect to (i) synergies of scale and purpose from the centralization of common functions, and (ii) the increase of revenues due to commercial coordination of the offer of integrated bank and insurance products.

The purchase price paid by UGF Assicurazioni for the shares of UGF Banca amounted to Euro 1.955 per share. The total consideration paid by UGF Assicurazioni for the acquisition of the Shareholding thus amounted to Euro 212.8 million.

The purchase price of the shares of UGF Banca was determined on the basis of a fairness opinion by a leading international financial advisor, who performed its own valuations by applying the


260

methodologies based on “Fundamentals”, which constituted the reference for the determination of the value interval of UGF Banca, and the methodology based on “Market Prices”, while also taking into account the strategic importance for the UGF Group of the acquisition of the Shareholding (for the reasons outlined above).

The total consideration was paid in full on the date of the acquisition of the Shareholding by using available liquidity of UGF Assicurazioni, without external financing.

With respect to this transaction, the Issuer published the information required pursuant to Article 71-bis of the Issuers Regulation in a press release disseminated on May 29, 2009 (available on the website www.unipolgf.it –Investor Relations section – Press Releases).

Issuance of a bond by UGF

On July 1, 2009, UGF issued a senior bond (the “Bond”) for a nominal amount of Euro 175 million, with a term of three years, fixed annual interest of 5.25%, fully placed and subscribed for at par through private placement. The Company did not request admission to trading of the debt instruments relating to the Bond on the regulated markets.

The Bond was placed through UGF Merchant as arranger under an exemption from the requirement to publish a prospectus pursuant to Article 34-ter, paragraph 1, lit. a) of the Issuers Regulation and was fully subscribed for as of July 1, 2009 mainly by qualified investors, including the controlling companies Finsoe and Holmo.

The related parties which subscribed for the Bond offering and their degree of correlation are as follows:

(i) Finsoe, which subscribed for the Bond for a quota of Euro 70 million, the controlling company by law of UGF pursuant to Article 93 of the TUF, with a 50.748% stake in the ordinary share capital of UGF;

(ii) Holmo, which subscribed for the Bond for a quota of Euro 68.6 million, the controlling company by law of Finsoe pursuant to Article 93 of the TUF, with a 80.90% stake in the share capital with voting rights.

The issuance of the Bond was part of the optimization process of the structure of available financing sources by obtaining functional liquidity to support the strategies of the UGF Group companies and the execution of the planned transactions for the rationalization of the Group’s financial structure.

The terms and conditions of the Bond were determined in accordance with the terms and conditions applied to prior bond offerings by insurance groups with ratings equal to or lower than the rating of UGF.

The interest rate was determined by applying a spread of 300 basis points to the midswap three-year rate.

All managers of UGF to whom Article 2391 of the Italian Civil Code was applicable in connection with this transaction have provided the certificates required by law and by the codes of conduct adopted with respect to the nature, origin, terms and level of their respective interests.

With respect to this transaction, the Issuer published the information required pursuant to Article 71-bis of the Issuers Regulation in a press release on July 2, 2009 (available on the website www.unipolgf.it – section Investor Relations – Press Releases).

For intragroup transactions see Paragraph 19.4 below.

December 31, 2008

No material transactions with related parties were carried out.


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December 31, 2007

Acquisition of shares of Aurora Assicurazioni

During the first months of 2007, UGF launched a voluntary public tender offer (offerta pubblica di acquisto volontaria, the “Tender Offer”) with respect to 33.34% of the share capital of Aurora Assicurazioni S.p.A. (subsequently merged with and into UGF in the same year) at a price of Euro 2.45 per share. The Tender Offer was completed on March 9, 2007 and a total of 268,235,589 shares representing 29.162% of the share capital of Aurora Assicurazioni S.p.A. were tendered, for a total of Euro 657 million financed by UGF’s own funds. In connection with this Tender Offer, UGF acquired from the controlling company Finsoe, 64,585,214 shares of Aurora Assicurazioni S.p.A., or 7.022% of the share capital, for a total of Euro 158.2 million. The shareholders of Aurora Assicurazioni who did not tender their shares in the Tender Offer, received Unipol shares following the merger pursuant to an exchange ratio of 0.510 ordinary shares and 0.314 preference shares for every ordinary share of Aurora Assicurazioni S.p.A.

With respect to this transaction, the Issuer published the offer document pursuant to Articles 102 and following of the TUF on January 26, 2007 (available on the website www.unipolgf.it –Investor Relations section – Press Releases).

For intragroup transactions see Paragraph 19.4 below.

19.3 Intragroup services

Following the corporate and functional reorganization process of the Group launched in 2007 and completed in the first months of 2009 (see Section One, Chapters VII and V, Paragraph 5.1.5 of the Prospectus) the activities and structures related to its status as holding company, including those required for carrying out the functions of strategic policy, steering, coordination and control of the subsidiaries, or the management of services provided to both the banking and the insurance divisions, were centralized in UGF.

Consistently with the organizational structure adopted upon completion of the reorganization process, since February 1, 2009, the companies of the UGF Group make use of (i) the structures of the Issuer for the provision of services set out below and (ii) the structures of UGF Assicurazioni for the provision of auxiliary, related and/or instrumental services to the business of the insurance division of the Group, allocated to UGF Assicurazioni in connection with the contribution of going concern dedicated to the management of services (see Paragraph 19.4 below).

In particular, until January 31, 2009, the services provided by UGF to all Group companies involved the following areas:

• information technology;

• communication;

• internal auditing;

• risk management;

• claims management and settlement;

• management of administrative, accounting and tax services;

• real estate, procurement and auxiliary services;

• commercial and technical services in the Life and Non-Life areas;

• personal, organizational and training services;

• planning and management control;

• legal, corporate and compliance services.

Following the contribution effective as of February 1, 2009 to UGF Assicurazioni of the Issuer’s going concern dedicated to the management of services provided to the insurance division, the


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provision of services related to the following business areas has been centralised into UGF Assicurazioni:

• management control of the Non-Life and Life areas;

• legal affairs and privacy;

• information technology;

• administrative (services relating to accounting, tax, administration and financial statements);

• real estate and auxiliary services;

• claims management and settlement;

• budget and commercial planning;

• complaints;

• finance, previously provided by Unipol SGR.

Consequently, UGF shall provide the following services in a diversified manner to all operational UGF Group companies:

• procurement;

• security and prevention;

• corporate affairs;

• planning and commercial control;

• Non-Life projects;

• control governance (risk management, internal auditing and compliance);

• personnel management and training for managers.

The consideration due to UGF and UGF Assicurazioni for the services provided is determined (i) based on external costs of products and services acquired from third parties, or (ii) based on the costs of the use of internal structures and resources for such services (salaries, IT, etc.) in other cases.

The type of services and the costs thereof have been determined, among others, based on:

• the performance goals that the service has to guarantee;

• the strategic investments necessary to ensure the agreed level of service;

• the necessity to ensure a substantial alignment of the provided service with market conditions.

The consideration due by the subsidiaries for the centralized services managed by UGF as holding company which are functional for the strategic, steering, coordination and control activities with respect to such subsidiaries, or for the transversal services management of the banking and insurance divisions of the UGF Group, is substantially in line with market conditions. The consideration is re-determined annually.

It is further noted that until January 31, 2009, Unipol SGR was responsible for the financial management, and as of such date, UGF Assicurazioni was assigned such duty. The Group companies are charged with these services pursuant to the method of allocated costs.

With respect to the financial and commercial relationships with UGF Banca, these are part of the ordinary course of business and include, with respect to the banking business, correspondence with respect to the services provided, deposits and financings. The economic aspects of such relationships are generally governed based on market conditions applied to primary customers.


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UGF also has relationships with Group companies regarding secondments of personnel, financings or leases of properties. Such relationships do not include atypical or unusual transactions and are governed by standard market conditions.

19.4 Intragroup transactions

Below is a description of the main intragroup transactions carried out as of March 31, 2010 and during the past three financial years.

March 31, 2010

Issue of Class I life insurance products with UGF Banca notes as underlying securities

On January 4, 2010, UGF Assicurazioni, in the context of issuing Class I life insurance products having UGF Banca notes as underlying securities, subscribed for notes issued by UGF Banca for a total nominal amount of approximately Euro 50 million, in compliance with the corporate guidelines and upon the authorisation by ISVAP, pursuant to applicable regulatory provisions.

December 31, 2009

Succession in Subordinated debt

The following transactions took place with respect to subordinated debt issued by the Issuer in connection with the rationalization of the financial structure and optimization of the financing sources of the UGF Group during 2009:

I) On August 5, 2009, UGF Assicurazioni succeeded UGF as issuer of subordinated debt “UGF 7% Fixed/Floating subordinated callable notes due 2021” (the “UGF 7% Notes”), issued in 2001, for a nominal value of Euro 300 million.

As a result of the transaction for which the authorizations required by law had been obtained, UGF Assicurazioni replaced UGF with respect to the notes towards the Noteholders and assumed the role of main borrower responsible for the repayment of the notes. The notes remain listed on the regulated market of the Luxembourg stock exchange.

The replacement has permitted to, among others: (i) strengthen the financial structure of UGF Assicurazioni as a result of the computability among the elements constituting its available solvency margin of an additional amount of approximately Euro 200 million; (ii) the extinction of the subordinated guarantee issued by UGF Assicurazioni in favour of the Noteholders of the UGF 7% Notes during 2007, which was no longer in compliance with applicable secondary law provisions following the effectiveness of ISVAP Regulation no. 19 of March 14, 2008.

The succession did not have any effects on a consolidated level. It entailed (i) the assumption by UGF Assicurazioni of the debt towards the Noteholders of the UGF 7% Notes for an amount equal to the nominal value of Euro 300 million at a cost of 7% per year (until the callable date June 15, 2011) and (ii) an increase of the assets of the company for an equal amount.

In accordance with the terms of the notes, UGF issued a subordinated payment guarantee for the amount due by UGF Assicurazioni to the Noteholders.

The described transaction was disclosed to the market on August 6, 2009 in accordance with Article 71-bis of the Issuers Regulation (the press release is available on the website www.unipolgf.it – Investor Relations – Press Releases).

II) On December 29, 2009, UGF Assicurazioni replaced UGF as issuer of the subordinated debt “UGF 5.66% Fixed/Floating subordinated callable notes due 2023” (the “5.66% Notes”), issued in 2003, for a total nominal value of Euro 300 million.


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As a result of said transaction, approved by the Noteholders’ meeting on October 27, 2009 and executed upon the granting of the authorizations required by law, UGF Assicurazioni replaced UGF towards the Noteholders and assumed the role of main party responsible for the repayment of the notes. Notwithstanding the succession, the notes continue to be listed on the regulated market of the Luxembourg stock exchange.

The succession transaction was preceded by a voluntary public tender offer by UGF on the entire amount of the UGF 5.66% Notes, which was completed on July 9, 2009 with the repurchase by UGF of a nominal amount of Euro 38.3 million or 12.77% of the nominal value of outstanding notes, against payment of total consideration of Euro 33.5 million. An amount of Euro 87.5 for every Euro 100 of nominal value held was paid to Noteholders who tendered their notes. This transaction generated a capital gain of Euro 4.8 million which was accounted for in connection with the subsequent sale to UGF Assicurazioni at a price of Euro 99.94.

The succession transaction followed a similar transaction carried out in connection with the “UGF 7% Fixed/Floating subordinated callable notes due 2021”, and permitted the extinction of the subordinated guarantee issued in 2007 to Noteholders of the Bond by Aurora Assicurazioni (merged with and into UGF Assicurazioni on February 1, 2009), which was no longer in compliance with applicable secondary law provisions following the effectiveness of ISVAP Regulation no. 19 of March 14, 2008.

The succession, which did not have any effects on a consolidated level, entailed (i) the assumption by UGF Assicurazioni of the debt towards the Noteholders of the loan for an amount equal to the nominal value of Euro 300 million at a cost of 5.66% per year (until the callable date July 28, 2013) and (ii) the increase of the assets of UGF Assicurazioni for an equal amount.

UGF issued a subordinated payment guarantee for the amount due to the Noteholders by UGF Assicurazioni.

The described transaction was disclosed to the market on December 29, 2009 in accordance with Article 71-bis of the Issuers Regulations (the press release is available on the website www.unipolgf.it – Investor Relations – Press Releases).

Sale of subordinated notes

On December 31, 2009, UGF sold to UGF Assicurazioni the 5.66% subordinated notes repurchased in connection with the public tender offer by the Issuer in June 2009, for a total nominal value of Euro 38.3 million, and a purchase price of Euro 99.94 per note, representing the average of the bid and ask prices of the last market transaction executed on December 31, 2009.

The functional and corporate reorganization of the Group – Integration between Unipol Assicurazioni S.p.A. (now UGF Assicurazioni) and Aurora Assicurazioni

The last phase of the corporate and functional reorganization project of the UGF Group included the following transactions effective as of February 1, 2009: (i) the merger of Aurora Assicurazioni with and into Unipol Assicurazioni (now UGF Assicurazioni), and (ii) the contribution by UGF of its business of services dedicated to the insurance division (see the preceding Paragraph 19.3 of this Section One), to the insurance company resulting from such merger (the “Transactions”).

The Transactions were carried out in order to:

- improve the coordination and integration with respect to the offer of insurance and banking products;

- increase cost management and operational efficiency;


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- clarify the business perimeters;

- improve the level of service provided to the client.

The merger and contribution deeds were entered into on January 28, 2009 following the receipt of the required authorizations granted by ISVAP by decree on December 29, 2008.

The merger was effective as of February 1, 2009 for civil law purposes and as of January 1, 2009 for tax and accounting purposes; the contribution was effective as of February 1, 2009 for civil law, tax and accounting purposes, immediately after the civil law effectiveness of the merger.

The contributed business included, among other things, 2,293 employees, including 40 managers (as of June 30, 2008). The net worth of the contribution, which did not result in a change of the corporate purpose of UGF, was determined to be Euro 600,000. This amount was the object of an estimate by the independent expert nominated by the Chairman of the Court of Bologna, pursuant to Article 2343 of the Italian Civil Code. The contribution was carried out without interruption of the continuity of accounting and tax values, pursuant to Article 176 of the Presidential Decree no. 917 of December 22, 1986.

The Transactions did not have any economic or financial effect on the consolidated financial statements of UGF.

With regard to the Transactions, pursuant to Article 66 of the Issuers Regulation, the Issuer issued press releases on June 26, 2008, August 7, 2008 and January 28, 2009, the latter containing the information required by Article 71-bis of the Issuers Regulation (the press releases are available on the website www.unipolgf.it –Investor Relations – Press Releases).

Issue of Class I and V life insurance products with UGF Banca notes as underlying securities

During 2009, UGF Assicurazioni, in the context of issuing Class I and V life insurance products having UGF Banca notes as underlying securities, subscribed for notes issued by UGF Banca for a total nominal amount of approximately Euro 374 million, in compliance with the corporate guidelines and upon the authorisation by ISVAP, pursuant to applicable regulatory provisions.

December 31, 2008

Transfer from UGF Assicurazioni to UGF of the shareholding held in BNL Vita equal to 20% of the share capital

In order to rationalise the shareholdings at a holding company level by concentrating on UGF, the shareholding held in the BNL Vita Group, during 2008 UGF Assicurazioni transferred to the Issuer, which already held 31% of the share capital in this company, 6,400,000 shares in BNL Vita representing 20% of its share capital for a consideration of Euro 117.72 million.

December 31, 2007

Group reorganization transactions

The corporate reorganization of the Group commenced in 2007 (and completed in 2009 with the establishment of UGF Assicurazioni), aimed at restructuring and strengthening the Group. As a result of the transactions carried out in 2007, UGF no longer conducts insurance operations following the contribution of the insurance business to a newly incorporated company (Unipol Assicurazioni S.p.A., now UGF Assicurazioni) and has assumed the role of holding company of the UGF Group.

As of December 31, 2007, UGF held 100% of the share capital of Unipol Assicurazioni S.p.A. (now UGF Assicurazioni), 100% of Aurora Assicurazioni S.p.A. (which was merged with and into UGF Assicurazioni in 2009), and the other companies, including UGF Banca, which were already part of the UGF Group.


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For further information on intragroup transactions carried out in connection with the complex corporate reorganization process, see Section One, Chapter V, Paragraph 5.1.5 of the Prospectus as well as the notes to the consolidated financial statements of the UGF Group for the financial years ended December 31, 2007, 2008 and 2009.


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CHAPTER XX FINANCIAL INFORMATION REGARDING ASSETS AND LIABILITIES, FINANCIAL CONDITION AND PROFITS AND LOSSES OF THE ISSUER

20.1 Financial information for past financial years

The consolidated financial statements of the Issuer relating to the financial years ended December 31, 2009, 2008 and 2007 were prepared pursuant to Article 154-ter of TUF and ISVAP Regulation no. 7 of July 13, 2007. They have been prepared in accordance with the international accounting principles IAS/IFRS issued by IASB and approved by the European Union, with the relating interpretations issued by IFRIC in accordance with the European Union Regulation no. 1606/2002. The presentation layout of the financial statements is in accordance with the provisions of Title III of ISVAP Regulation no. 7 of July 13, 2007, as subsequently amended.

The consolidated financial statements relating to the financial years ended December 31, 2009, 2008 and 2007 are incorporated herein by reference, in accordance with Article 11 of Directive 2003/71/CE and Article 28 of Regulation 809/2004/CE and are available to the public, together with the respective reports by the Independent Auditors, at the locations set forth in Section One, Chapter XXIV of the Prospectus.

The Independent Auditors issued their unqualified report with respect to the consolidated financial statements of the UGF Group for the financial year ended December 31, 2007 on April 7, 2008. The Independent Auditors issued their qualified report with respect to the consolidated financial statements of the UGF Group for the financial years ended December 31, 2008 and 2009 on April 6, 2009 and April 9, 2010, respectively. For the content of the above-mentioned reports by the Independent Auditors, see Paragraph 20.4 below.

As of January 1, 2009, the new version of the international accounting principle, IAS 1 – Presentation of financial statements, was in force.

The new version of the principle requires that all variations generated by transactions with members shall be presented in a table showing changes to shareholders’ equity. All transactions with third parties (such as to affect the comprehensive income) shall instead be set forth in a single table of the comprehensive income or in two separate tables (separate table of comprehensive income and table of other comprehensive income - OCI).

The retroactive adoption as of January 1, 2009 of this principle does not have any effect with respect to the evaluation of balance sheet items.

In order to facilitate the review of the consolidated Group financial statements as of the financial years 2009, 2008 and 2007, included in the Prospectus by reference pursuant to Article 11 of Directive 2003/71/CE and Article 28 of Regulation 809/2004/CE, the relevant page numbers of their main sections are set forth below.

YEAR 2009

- Balance sheet: pages 46-47;

- Income statement and comprehensive income statement: pages 48-49;

- Changes to shareholders’ equity: page 50;

- Cash flow statement: page 51;

- Report on Operations: pages 53 – 120;

- Tables attached to the Report on Operations: pages 121 – 142;

- Independent Auditors’ Report: pages 162-163.


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YEAR 2008


- Income Statement: page 60;





- Independent Auditors’ Report: pages 164-166.

YEAR 2007


- Income Statement: page 51;





- Independent Auditors’ Report: pages 127.

Balance Sheet

The table below sets forth the consolidated balance sheet of the UGF Group as of December 31, 2009, 2008 and 2007.



31/12/2009 31/12/2008 31/12/2007 % var. 2009/2008

% var. 2008/2007

ASSETS


Goodwill 1,853 1,767 1,775 4.8% -0.4%

Other intangible assets 64 51 36 24.0% 42.5%

TANGIBLE ASSETS 596 572 435 4.1% 31.6%

Property 544 517 380 5.3% 36.0%

Other tangible assets 52 56 55 -7.4% 1.1%

TECHNICAL PROVISIONS – REINSURERS’ SHARE 457 534 593 -14.3% -10.0%

INVESTMENTS 39,765 35,422 39,040 12.3% -9.3%

Investments in property 197 224 315 -12.1% -28.9%

Shareholdings in subsidiaries, associates and jointventures 44 39 28 11.5% 40.0%


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31/12/2009 31/12/2008 31/12/2007 % var. 2009/2008

% var. 2008/2007

Investments held to maturity 1,780 1,813 1,796 -1.9% 1.0%

Loans and receivables 14,786 13,712 11,375 7.8% 20.5%

Financial assets available for sale 15,314 11,588 14,837 32.1% -21.9%

Financial assets recorded at fair value through profit orloss 7,645 8,046 10,689 -5.0% -24.7%


Receivables arising out of direct insurance operations 1,019 990 941 2.9% 5.2%

Receivables arising out of reinsurance operations 75 148 141 -49.6% 5.0%

Other receivables 710 524 348 35.3% 50.7%

OTHER ASSETS 902 1,147 2,525 -21.4% -54.6%

Non-current assets or assets held for sale belonging to agroup in the process of being sold 0 1 1,689 n.r. -99.9%

Deferred acquisition costs 26 41 61 -36.0% -32.6%

Deferred tax assets 549 682 431 -19.5% 58.2%

Current tax assets 86 53 46 62.2% 14.6%

Other assets 240 370 298 -35.0% 24.2%


TOTAL ASSETS 45,661 41,501 46,199 10.0% -10.2%



Pertaining to the Group 3,585 3,433 4,988 4.4% -31.2%

Capital 2,391 2,391 2,391 0.0%

Other equity 0

Capital reserves 1,420 1,420 2,235 -36.5%

Accumulated earnings and other reserves 929 833 630 11.5% 32.3%



Profits or losses on financial assets available for sale (393) (1,326) (680) -70.3% 94.9%

Other profits or losses recorded in equity direct 11 21 21 -49.8% 1.4%

Profit (loss) for the year pertaining to the Group (772) 93 389 n.r. -76.2%


Capital and reserves pertaining to minority interests 240 326 302 -26.4% 7.9%

Profits or losses recorded in equity direct (3) (68) (48) -96.3% 41.5%

Profit (loss) for the year pertaining to minority interests 3 15 32 -77.6% -54.1%





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31/12/2009 31/12/2008 31/12/2007 % var. 2009/2008

% var. 2008/2007

Financial liabilities recorded at fair value through profitor loss 2,105 2,377 3,454 -11.5% -31.2%

Other financial liabilities 10,094 8,518 8,357 18.5% 1.9%

PAYABLES 415 412 424 0.9% -2.9%

Payables arising out of direct insurance operations 55 83 78 -32.8% 5.8%

Payables arising out of reinsurance operations 23 22 10 3.7% 117.0%

Other payables 337 307 336 9.7% -8.5%


Liabilities of a group in the process of being sold 0 1,652

Deferred tax liabilities 205 297 220 -31.0% 34.8%

Current tax liabilities 117 94 98 24.1% -3.9%

Other liabilities 512 720 591 -28.9% 21.8%

TOTAL SHAREHOLDERS’ EQUITY ANDLIABILITIES 45,661 41,501 46,199 10.0% -10.2%

Income statement

The table below sets forth the income statement for the UGF Group as of December 31, 2009, 2008 and 2007.



31/12/2009 31/12/2008 31/12/2007 % var.2009/2008

% var. 2008/2007


Gross earned premiums 9,544 7,892 7,783 20.9% 1.4%

Earned premiums ceded in reinsurance (124) (301) (320) -59.0% -5.8%


Income and charges arising out of financialinstruments recorded at fair value through profitor loss

329 (328) (39) n.r. n.r.

Income arising out of shareholdings insubsidiaries, associates and joint ventures 1 27 2 -98.2% n.r.

Income arising out of other financial instrumentsand investments in property 1,368 1,624 1,625 -15.7% -0.1%

Interests receivable 1,091 1,331 1,180 -18% 12.8%

Other income 70 90 93 -27.3% -3.4%

Realised profits 205 56 351 263.8% -83.9%

Unrealised profits 2 147 0 -98.5% n.r.


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31/12/2009 31/12/2008 31/12/2007 % var.2009/2008

% var. 2008/2007

Other income 140 124 146 12.9% -15.3%



Amounts paid and changes in technicalprovisions 9,537 6,773 6,976 40.8% -2.9%

Reinsurers’ share (63) (215) (208) -70.6% 3.2%


Charges arising out of shareholdings insubsidiaries, associates and joint ventures 0 1 0 n.r. n.r.

Charges arising out of other financial instrumentsand investments in property 1,250 900 457 38.9% 96.9%

Interests payable 194 311 249 -37.6% 24.8%

Other income 10 20 15 -49.5% 32.0%

Realised losses 58 106 100 -45.5% 5.8%

Unrealised losses 988 464 93 113.2% 398.5%


Commissions and other acquisition costs 874 847 813 3.1% 4.2%

Investment management expenses 13 19 23 -31.2% -17.8%

Other administrative expenses 479 424 441 13.0% -3.9%

Other costs 221 222 164 -0.5% 35.2%


PROFIT (LOSS) FOR THE PERIODBEFORE TAXATION (973) 134 607 n.r. -77.9%

Taxation (205) 27 186 n.r. -85.5%

PROFIT (LOSS) FOR THE PERIOD NETOF TAX (769) 107 421 n.r. -74.5%

PROFIT (LOSS) PERTAINING TODISCONTINUED OPERATIONS 0 0





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31/12/2009 31/12/200831/12/2007 % var. 2009/2008

% var. 2008/2007

CONSOLIDATED PROFIT (LOSS) (769) 107 n.r.



Profit or loss on instruments held for hedging a financial flow (11)

Profit or loss on instruments held for hedging a net investmentin a foreign account

Variation of provision arising out of changes in theshareholders’ equity of the participating interests

Variation of provision for write-up of intangible assets

Variation of provision for write-up of tangible assets

Income and charges relating to non-current assets or assetsheld for sale belonging to a group in the process of being sold

Actuarial profits and losses and adjustments relating todefined benefit plans

Other elements


TOTAL OTHER COMPONENTS OFCOMPREHENSIVE INCOME STATEMENT 987 (666) n.r.

TOTAL CONSOLIDATED COMPREHENSIVEINCOME STATEMENT 218 (559) n.r.


Pertaining to minority interests 69 (6) n.r.

With respect to the comprehensive income statement data, it should be noted that the absence of data relating to the financial year 2007 is justified by the fact that such data was not included in the consolidated financial statements of the UGF Group ended December 31, 2007 given the absence of specific provisions with respect thereto in the IAS/IFRS principles.

In addition, it should be noted that in Section One, Chapter IX, Paragraph 9.3.4 of the Prospectus, the Issuer restated the other elements of the comprehensive income statement with respect to the financial year 2007. This restatement was made for the sole purpose of preparing the Prospectus, and as a result, the opinion of the Independent Auditors with respect to the consolidated financial statements of the UGF Group as of December 31, 2007 does not cover such data, given the absence of specific provisions in the IAS/IFRS principles.

Cash flow statement

Set forth below is the cash flow statement for the financial years ended December 31, 2009, 2008 and 2007. The cash flow statement was prepared pursuant to the indirect method in accordance with the provisions of ISVAP Regulation no. 7 of July 13, 2007.


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31/12/2009 31/12/2008 31/12/2007

Profit (loss) for the year before taxation (973) 134 607

Change in non-monetary items 3,552 233 2,387

Change in provisions for Non-Life unearned premiums (34) (1) 81

Change in provisions for outstanding claims and in other Non-Life technical provisions 230 (58) 97

Change in mathematical provisions and in other Life technical provisions 2,869 (658) 1,919

Change in deferred acquisition costs 15 20 9

Change in amounts set aside 20 25 10

Non-monetary income and charges arising out of financial instruments, investments in property and shareholdings 791 926 407

Other changes (339) (21) (136)

Change in receivables and payables generated by operations (137) (245) (349)

Change in receivables and payables arising out of direct insurance and reinsurance operations 18 (41) (145)

Change in other receivables and payables (156) (204) (205)

Tax paid (39) (110) (170)

Net liquid assets generated/absorbed by monetary items pertaining to investment and financial operations (1,195) (147) (2,414)

Liabilities arising out of financial contracts issued by insurance companies (588) (827) (191)

Payables to banking customers and interbanking payables (716) (300) 1,143

Loans and receivables from banking customers and interbanking loans and receivables (974) (157) (1,250)

Other financial instruments recorded at fair value through profit or loss 1,084 1,136 (2,115)

TOTAL NET LIQUID ASSETS ARISING OUT OF OPERATIONS 1,208 (134) 61

Net liquid assets generated/absorbed by investments in property 25 (1) (18)

Net liquid assets generated/absorbed by shareholdings in subsidiaries, associates and joint ventures (5) (11) 1

Net liquid assets generated/absorbed by corporate financing and receivables (474) 137 4

Net liquid assets generated/absorbed by investments held to maturity 7 (65) 209

Net liquid assets generated/absorbed by financial assets available for sale (3,013) 583 (650)

Net liquid assets generated/absorbed by tangible and intangible assets (149) (80) (356)

Other net cash flows generated/absorbed by investment operations 1 37 (37)

TOTAL NET LIQUID ASSETS ARISING OUT OF INVESTMENT OPERATIONS (3,607) 601 (847)

Net liquid assets generated/absorbed by equity instruments pertaining to the Group (0) (850) (8)


Distribution of dividends pertaining to the Group 0 (184) (288)

Net liquid assets generated/absorbed by capital and reserves pertaining to minority interests (101) 24 (123)


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31/12/2009 31/12/2008 31/12/2007

Net liquid assets generated/absorbed by subordinate liabilities and participating financial instruments 335 366 124

Net liquid assets generated/absorbed by sundry financial liabilities 2,043 157 32

TOTAL NET LIQUID ASSETS ARISING OUT OF CORPORATE FINANCING OPERATIONS 2,276 (488) (263)


CASH AND CASH EQUIVALENTS AS AT BEGINNING OF FINANCIAL YEAR 345 364 1,414

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (123) (20) (1,049)

CASH AND CASH EQUIVALENTS AS AT THE END OF THE FINANCIAL YEAR 222 345 364

20.1.1 Interim report on operations relating to the period ended March 31, 2010

The interim report on operations relating to the quarter ended March 31, 2010 was prepared pursuant to Article 154-ter of TUF and approved by the Board of Directors of the Issuer on May 13, 2010. This document includes the consolidated condensed interim financial statements as of March 31, 2010, which sets forth data for the first quarter of 2009 for comparison purposes.

The consolidated condensed interim financial statements as of March 31, 2010 have been prepared pursuant to IAS 34 – interim financial statements. The scheme of presentation (balance sheet, income statement, comprehensive income statement, changes to shareholders’ equity, cash flow statement) also complies with ISVAP Regulation no. 7 of July 13, 2007. The consolidated condensed interim financial statements as of March 31, 2010 have been subject to limited accounting review by the Independent Auditors who issued their unqualified report on May 17, 2010. Further, it should be noted that the data relating to the quarter ended March 31, 2009 is included in the consolidated condensed interim financial statements as of March 31, 2010 solely for comparison purposes and has not been subject to audit or limited accounting review.

Further, it is noted that in general, the level of disclosure included in the interim report on operations as of March 31, 2010 is to be considered extraordinary and not repeatable in a consistent manner in the interim report on operations in subsequent periods.

In order to facilitate the review of the consolidated condensed interim financial statements as of March 31, 2010, included by reference pursuant to Article 11 of Directive 2003/71/CE and Article 28 of Regulation 809/2004/CE in the Prospectus and the interim report on operations as of March 31, 2010, the relevant page numbers of its main sections are set forth below:

- Balance sheet pages 36-37;

- Income statement and comprehensive income statement page 38;

- Changes to shareholders’ equity page 39;

- Cash flow statement page 40;

- Report on operations pages 43 - 61.

Set forth below is the balance sheet data relating to the period ended March 31, 2010, compared to the data as of December 31, 2009, as well as the income statement, comprehensive income


275

statement and cash flow statement data of the UGF Group relating to the quarters ended March 31, 2010 and March 31, 2009.

Balance sheet

The table below shows the consolidated balance sheet as of March 31, 2010 and December 31, 2009.



31/03/2010 31/12/2009 % var. 2010/2009

ASSETS


Goodwill 1,853 1,853

Other intangible assets 60 64 -6.3%

TANGIBLE ASSETS 598 596 0.4%

Property 551 544 1.2%

Other tangible assets 48 52 -7.6%

TECHNICAL PROVISIONS – REINSURERS’ SHARE 457 457 0.0%

INVESTMENTS 41,026 39,765 3.2%

Investments in property 195 197 -1.0%

Shareholdings in subsidiaries, associates and joint ventures 44 44 0%

Investments held to maturity 1,769 1,780 -0.6%

Loans and receivables 14,911 14,786 0.8%

Financial assets available for sale 16,331 15,314 6.6%

Financial assets recorded at fair value through profit or loss 7,777 7,645 1.7%


Receivables arising out of direct insurance operations 833 1,019 -18.2%

Receivables arising out of reinsurance operations 60 75 -19.2%

Other receivables 684 710 -3.6%


Non-current assets or assets held for sale belonging to a group in the process of being sold 0 0

Deferred acquisition costs 26 26 0%

Deferred tax assets 535 549 -2.5%

Current tax assets 78 86 -8.7%

Other assets 306 240 27.6%


TOTAL ASSETS 46,724 45,661 2.3%



276




Pertaining to the Group 3,636 3,585 1.4%

Capital 2,391 2,391

Other equity 0 0

Capital reserves 1,420 1,420

Accumulated earnings and other reserves 157 929 -83.1%

(Own shares) 0 (0)


Profits or losses on financial assets available for sale (324) (393) -17.6%

Other profits or losses recorded directly in equity (2) 11 n.r.

Profit (loss) for the year pertaining to the Group (7) (772) -99.1%


Capital and reserves pertaining to minority interests 243 240 1.4%

Profits or losses recorded directly in equity 1 (3) n.r.

Profit (loss) for the year pertaining to minority interests 8 3 166.7%




Financial liabilities recorded at fair value through profit or loss 2,070 2,105 -1.6%

Other financial liabilities 10,149 10,094 0.5%

PAYABLES 440 415 6.0%

Payables arising out of direct insurance operations 43 55 -21.8%

Payables arising out of reinsurance operations 59 23 156.5%

Other payables 339 337 0.4%


Liabilities of a group in the process of being sold 0 0

Deferred tax liabilities 192 205 -6.3%

Current tax liabilities 127 117 8.5%

Other liabilities 803 512 56.9%

TOTAL SHAREHOLDERS’ EQUITY AND LIABILITIES 46,724 45,661 2.3%

Income statement

The table below shows the consolidated income statement as of March 31, 2010 and March 31, 2009.



277


31/03/2010 31/03/2009 % var.


Gross earned premiums 2,217 2,724 -18.6%

Earned premiums ceded in reinsurance (35) (37) -5.4%


Income and charges arising out of financial instruments recorded at fair valuethrough profit or loss 24 8 200.0%

Income arising out of shareholdings in subsidiaries, associates and joint ventures 1 -100.0%





Amounts paid and changes in technical provisions 2,227 2,546 -12.5%

Reinsurers’ share (15) (17) -11.8%


Charges arising out of shareholdings in subsidiaries, associates and joint ventures






Taxation 23 31 -25.8%







278

Comprehensive income statement

The table below shows the consolidated comprehensive income statement as of March 31, 2010 and March 31, 2009.



31/03/2010 31/03/2009 % var.




Profit or loss on instruments held for hedging a financial flow (12) 0 n.r.

Profit or loss on instruments held for hedging a net investment in a foreignaccount

Variation of provision arising out of changes in the shareholders’ equity of the participating interests

Variation of provision for write-up of intangible assets

Variation of provision for write-up of tangible assets

Income and charges relating to non-current assets or assets held for sale belonging to a group in the process of being sold

Actuarial profits and losses and adjustments relating to defined benefit plans

Other elements


TOTAL OTHER COMPONENTS OF COMPREHENSIVE INCOME STATEMENT 61 (175) n.r.




Cash flow statement

Set forth below are the cash flow statements for the periods ended March 31, 2010 and March 31, 2009. The cash flow statement is prepared pursuant to the indirect method in accordance with ISVAP Regulation no.7 of July 13, 2007.



31/03/2010 31/03/2009

Profit (loss) for the year before taxation 24 72

Change in non-monetary items 814 870


279



31/03/2010 31/03/2009

Change in receivables and payables generated by operations 250 147

Tax paid 0 0

Net liquid assets generated/absorbed by monetary items pertaining toinvestment and financial operations (215) 180

TOTAL NET LIQUID ASSETS ARISING OUT OF OPERATIONS 872 1,269

Net liquid assets generated/absorbed by investments in property 1 14

Net liquid assets generated/absorbed by shareholdings in subsidiaries,associates and joint ventures 0 (0)

Net liquid assets generated/absorbed by corporate financing and receivables (56) (137)

Net liquid assets generated/absorbed by investments held to maturity 21 2

Net liquid assets generated/absorbed by financial assets available for sale (860) (1,268)

Net liquid assets generated/absorbed by tangible and intangible assets (6) 11

Other net cash flows generated/absorbed by investment operations 0 0

TOTAL NET LIQUID ASSETS ARISING OUT OF INVESTMENTOPERATIONS (899) (1,379)

Net liquid assets generated/absorbed by equity instruments pertaining to theGroup (0) (0)


Distribution of dividends pertaining to the Group 0 0

Net liquid assets generated/absorbed by capital and reserves pertaining tominority interests 0 15

Net liquid assets generated/absorbed by subordinate liabilities andparticipating financial instruments 2 (1)

Net liquid assets generated/absorbed by sundry financial liabilities 9 97

TOTAL NET LIQUID ASSETS ARISING OUT OF CORPORATEFINANCING OPERATIONS 11 111

Effect of exchange rate differences on cash and cash equivalents 0 0

CASH AND CASH EQUIVALENTS AS AT BEGINNING OFFINANCIAL YEAR 221 345

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (15) 1

CASH AND CASH EQUIVALENTS AS AT THE END OF THEFINANCIAL YEAR 206 345

20.2 Pro-Forma Financial Information

This Paragraph includes the tables showing the pro-forma consolidated statement of financial position as at December 31, 2009, the pro-forma consolidated income statement and the pro-forma consolidated statement of comprehensive income for the year then ended and the accompanying


280

notes of the UGF Group (the “Pro-Forma Consolidated Financial Statements”), prepared to show the main effects of the envisaged acquisition by UGF, directly, of 60% of the share capital of Arca Vita and, indirectly, through Arca Vita, of 28.95% of the share capital of Arca Assicurazioni (see Section One, Chapter V, Paragraph 5.2.2 and Chapter XXII, Paragraph 22.2 of the Prospectus).

The Pro-Forma Consolidated Financial Statements have been prepared for the purpose of their inclusion in this Prospectus.

The Pro-Forma Consolidated Financial Statements, prepared on the basis of the provisions set forth in Consob communication no. DEM/1052803 of July 5, 2001, have been prepared to simulate, in accordance with accounting policies consistent with historical data, the effects of the above-mentioned acquisition transaction on the financial position of the UGF Group as if it had occurred on December 31, 2009, and, with respect to its results of operations, on January 1, 2009. As stated previously, it should be noted, however, that the information included in the Pro-Forma Consolidated Financial Statements represents a simulation, provided for illustration purposes only, of the possible effects that could derive from the planned acquisition. In particular, since the pro-forma data is construed so as to retroactively reflect the effects of future transactions, notwithstanding the compliance with generally accepted rules and the use of reasonable assumptions, there are limits related to the nature of such pro-forma data. Thus, it should be pointed out that if the planned transaction had effectively taken place on the envisaged dates, the financial data set forth in the Pro-Forma Consolidated Financial Statements would not necessarily have been obtained. In addition, considering the different purposes of pro-forma data compared to historical financial statements data and the different calculation methods of the effects of the planned transaction on the pro-forma consolidated statement of financial position, the pro-forma consolidated income statement and the pro-forma consolidated statement of comprehensive income, these documents should be read and interpreted without trying to establish accounting connections between them.

Finally, it should be noted that the Pro-Forma Consolidated Financial Statements set forth below do not in any way intend to represent a projection of future results of the UGF Group and should not be used in such way.

The Pro-Forma Consolidated Financial Statements should be read in conjunction with the consolidated financial statements of the UGF Group as at and for the year ended December 31, 2009.

The Pro-Forma Consolidated Financial Statements of the UGF Group at December 31, 2009 (approved by the Board of Directors of the Issuer on May 13, 2010) have been examined by the Independent Auditors who issued their report on May 17, 2010 and expressed an opinion on the reasonableness of the basic assumptions used for the preparation thereof, the accurate application of the method used and the accuracy of accounting policies adopted for the preparation of such data. This opinion is qualified with respect to the accuracy of the adopted accounting policies, as a consequence of the qualification formulated by the Independent Auditors in their report on the consolidated financial statements of the UGF Group at December 31, 2009, described in Section One, Chapter XX, Paragraph 20.4 of the Prospectus.

Accounting policies and basis of presentation used

The Pro-Forma Consolidated Financial Statements have been prepared as follows:

- with respect to the statement of financial position, assuming that the acquisition of Gruppo Assicurativo Arca took place on December 31, 2009;

- with respect to the income statement and the statement of comprehensive income assuming that the transaction took place on January 1, 2009.


281

The Pro Forma Consolidated Financial Statements include the pro-forma data at December 31, 2009 resulting from the envisaged acquisition transaction of Gruppo Assicurativo Arca, described in detail in this Prospectus and subject to certain conditions precedent. In particular, the purchase agreement provides for the following:

a) acquisition of 60% of Arca Vita for an estimated amount of approximately Euro 270 million. Such amount, shown net of any contractually agreed adjustments, determined on December 24, 2009, will be subject to possible additional future adjustments, depending on whether certain contractually agreed objectives have been fulfilled;

b) acquisition of 28.95% of Arca Assicurazioni by Arca Vita for an estimated amount of approximately Euro 43 million; it should be noted that Arca Vita already holds 64.08% of Arca Assicurazioni, thus the UGF Group would hold an aggregate stake of 55.82% of Arca Assicurazioni following the acquisition. Such amount, shown net of any contractually agreed adjustments, determined on December 24, 2009, will be subject to possible additional future adjustments, depending on whether certain contractually agreed objectives have been fulfilled.

The accounting policies adopted for the drawing-up of the Pro-Forma Consolidated Financial Statements are the same as those used for the preparation of the consolidated financial statements of the UGF Group as at and for the financial year ended December 31, 2009, in accordance with IFRS. It should also be noted that the UGF Group has applied the new IFRS 3, applicable to financial reporting from 2010, in the preparation of the Pro-Forma Consolidated Financial Statements. The effects deriving from the changes introduced by the new IFRS 3 with respect to the accounting for the envisaged acquisition are not significant.

The Pro-Forma Consolidated Financial Statements are prepared to take into account the schemes used for the preparation of the consolidated financial statements, set forth in ISVAP regulation no. 7 of July 13, 2007 and subsequent amendments and integrations, and presented in synthetic form.

The Pro-Forma Consolidated Financial Statements have been obtained by making the adjustments necessary to correctly represent the effects of the envisaged acquisition transaction on the data aggregated by caption of companies involved in the transaction, i.e. the UGF Group and Gruppo Assicurativo Arca. Further, it should be noted that all information included in this document is expressed in millions of Euros unless otherwise indicated.

In particular, it should be noted that the Pro-Forma Consolidated Financial Statements have been prepared on the basis of:

• the balance sheet, the income statement and the statement of comprehensive income, included in the consolidated financial statements of the UGF Group at December 31, 2009, approved by the Board of Directors on March 25, 2010, and reviewed by the Independent Auditors that issued their report, with qualification, on April 9, 2010. With respect to the content of the above-mentioned report of the Independent Auditors see Section One, Chapter XX, Paragraph 20.4.1 of the Prospectus.

• the balance sheet, the income statement and the statement of comprehensive income, included in the consolidated financial statements of the Gruppo Assicurativo Arca at December 31, 2009, approved by the Board of Directors on March 10, 2010, and reviewed by the independent auditors PriceWaterhouseCoopers S.p.A. which issued their report, without qualification, on March 31, 2010.

• the pro-forma adjustments made to take into account the effects of the closing of the expected acquisition of Gruppo Assicurativo Arca and any accounting treatments adopted by Gruppo Assicurativo Arca that differ from those of the UGF Group.


282

Pro-forma consolidated balance sheet as at December 31, 2009

Pro-forma consolidated balance sheetas at 31/12/2009 – Assets (in millions of Euros)

UGF Group

Pro-forma adjustments – Financing

sources Acquisition 60% Arca

Vita

Gruppo Assicurativo

Arca

Pro-forma adjustments Acquisition 60% Arca

Vita


sources Acquisition

28.95% Arca Ass.

Pro-forma adjustments – Acquisition 28.95% Arca

Ass.

Total pro-

forma 31/12/09

INTANGIBLE ASSETS 1,916.6 0.0 9.7 130.9 0.0 27.7 2,084.9

Goodwill 1,853.0 0.0 3.2 (4) 130.9 (5) 0.0 27.7 (18) 2,014.8

Other intangible assets 63.6 0.0 6.5 (4) 0.0 0.0 0.0 70.1

PROPERTY, PLANT AND EQUIPMENT

595.8 0.0 9.5 (4) 5.5 0.0 0.0 610.8

Property 544.3 0.0 7.9 (4) 5.5 (6) 0.0 0.0 557.7

Other property, plant and equipment 51.5 0.0 1.6 (4) 0.0 0.0 0.0 53.1

TECHNICAL PROVISIONS – REINSURERS’ SHARE

457.1 0.0 56.1 (4) 0.0 0.0 0.0 513.3

INVESTMENTS 39,765.0 (269.8) 3,529.5 3.2 0.0 0.0 43,027.9

Investment property 196.8 0.0 0.0 (4) 0.0 0.0 0.0 196.8

Investments in subsidiaries, associates and interests in joint ventures

43.8 0.0 0.5 (4) 0.0 0.0 0.0 44.3

Held-to-maturity investments 1,779.7 0.0 0.0 (4) 0.0 0.0 0.0 1,779.7

Loans and receivables 14,785.8 (269.8) (1) 79.4 (4) 3.2 (7) 0.0 0.0 14,598.6

Available-for-sale financial assets 15,313.8 0.0 2,452.9 (4) 0.0 0.0 0.0 17,766.7

Financial assets at fair value through profit or loss

7,645.1 0.0 996.7 (4) 0.0 0.0 0.0 8,641.8

SUNDRY RECEIVABLES 1,803.2 0.0 20.0 (4) 0.0 0.0 0.0 1,823.1

OTHER ASSETS 901.7 0.0 43.8 (4) 0.0 0.0 0.0 945.5

CASH AND CASH EQUIVALENTS 221.5 0.0 216.0 (4) 0.0 (43.3) (14) 0.0 394.1

TOTAL ASSETS 45,660.8 (269.8) 3,884.6 139.6 (43.3) 27.7 49,399.6


283

Pro-forma consolidated balance sheet as at 31/12/2009 –Equity and liabilities

(in millions of Euros)

UGF Group



Vita

Gruppo Assicurativo

Arca


Vita

Pro-forma adjustments -

Financing sources

Acquisition 28.95% Arca

Ass.


Ass.

Total pro-

forma 31/12/09

EQUITY 3,826.2 0.0 245.5 (132.0) 0.0 (15.6) 3,924.0

Attributable to owners of the Parent Group

3,585.3 0.0 222.5 (222.5) 0.0 0.0 3,585.3

Share Capital 2,391.4 0.0 77.2 (4) (77.2) (8) 0.0 0.0 2,391.4

Equity-related reserves and other reserves

1,965.8 0.0 128.7 (4) (128.7) (8) 0.0 0.0 1,965.8

Other equity instruments 0.0 0.0 0.0 (4) 0.0 (8) 0.0 0.0 0.0

Equity-related reserves 1,419.6 0.0 9.4 (4) (9.4) (8) 0.0 0.0 1,419.6

Income-related and other reserves 929.1 0.0 115.7 (4) (115.7) (8) 0.0 0.0 929.1

(Treasury shares) (0.1) 0.0 0.0 (4) 0.0 (8) 0.0 0.0 (0.1)

Translation reserve 0.0 0.0 (0.1) (4) 0.1 (8) 0.0 0.0 0.0

Gains or losses on available-for-sale financial assets

(393.4) 0.0 3.7 (4) (3.7) (8) 0.0 0.0 (393.4)

Other gains or losses recognised directly in the equity

10.7 0.0 0.0 (4) 0.0 (8) 0.0 0.0 10.7

Profit (loss) for the year attributable to owners of the Parent

(771.9) 0.0 16.6 (4) (16.6) (8) 0.0 0.0 (771.9)

Attributable to non-controlling interests 240.9 0.0 23.0 (4) 90.5 (9) 0.0 (15.6) (19) 338.7

PROVISIONS 101.1 0.0 0.5 (4) 0.0 0.0 0.0 101.6

TECHNICAL PROVISIONS 28,286.4 0.0 2,619.1 (4) 0.0 0.0 0.0 30,905.5

FINANCIAL LIABILITIES 12,198.4 0.0 957.4 (4) 0.0 0.0 0.0 13,155.9

PAYABLES 415.2 0.0 46.3 (4) 0.0 0.0 0.0 461.5

OTHER LIABILITIES 833.4 0.0 15.8 (4) 1.8 0.0 0.0 851.0

Liabilities associated with disposal groups 0.0 0.0 0.0 0.0 0.0 0.0 0.0

Deferred tax liabilities 204.7 0.0 3.7 1.8 (10) 0.0 0.0 210.1

Current tax liabilities 116.9 0.0 0.0 0.0 0.0 0.0 116.9


284

Pro-forma consolidated balance sheet as at 31/12/2009 –Equity and liabilities


UGF Group



Vita

Gruppo Assicurativo

Arca


Vita

Pro-forma adjustments -

Financing sources


Ass.


Ass.

Total pro-

forma 31/12/09

Other liabilities 511.9 0.0 12.1 0.0 0.0 0.0 524.0

TOTAL EQUITY AND LIABILITIES 45,660.8 0.0 3,884.6 (130.3) 0.0 (15.6) 49,399.6

Pro-forma consolidated income statement for the year ended December 31, 2009

Pro-forma consolidated income statement for the year ended 31/12/2009 (in millions of Euros)

UGF Group



Vita

Gruppo Assicurativo

Arca


Vita

Pro-forma adjustments –

Financing sources


Ass.


Ass.

Total pro-

forma 31/12/09

Net premiums 9,420.4 0.0 521.8 (4) 0.0 0.0 0.0 9,942.2

Commission income 106.9 0.0 18.3 (4) 0.0 0.0 0.0 125.2

Gains and losses on remeasurement of financial instruments at fair value through profit or loss

328.9 0.0 10.8 (4) 0.0 0.0 0.0 339.7

Gains on investments in subsidiaries, associates and interests in joint ventures

0.5 0.0 0.1 (4) 0.0 0.0 0.0 0.7

Gains on other financial instruments and investment property

1,368.5 (3.5) (2) 96.9 (4) 0.0 (0.3) (15) 0.0 1,461.7

Other income 139.7 0.0 6.0 (4) 0.0 0.0 0.0 145.7

TOTAL REVENUE 11,364.8 (3.5) 654.1 0.0 (0.3) 0.0 12,015.1

Net charges relating to claims 9,474.1 0.0 543.9 (4) 0.0 0.0 0.0 10,018.0

Commission expense 27.6 0.0 8.6 (4) 0.0 0.0 0.0 36.2

Losses on investments in subsidiaries, associates and

0.2 0.0 0.1 (4) 0.0 0.0 0.0 0.3


285

Pro-forma consolidated income statement for the year ended 31/12/2009 (in millions of Euros)

UGF Group



Vita

Gruppo Assicurativo

Arca


Vita

Pro-forma adjustments –

Financing sources


Ass.


Ass.

Total pro-

forma 31/12/09

interests in joint ventures

Losses on other financial instruments and investment property

1,249.8 0.0 16.3 (4) 0.0 0.0 0.0 1,266.1

Operating expenses 1,365.8 0.0 46.0 (4) 0.0 0.0 0.0 1,411.7

Other costs 220.6 0.0 18.8 (4) 0.2 (11) 0.0 0.0 239.5

TOTAL COSTS AND EXPENSES 12,338.0 0.0 633.6 0.2 0.0 0.0 12,971.8

PRE-TAX PROFIT (LOSS) FOR THE YEAR

(973.2) (3.46) 20.5 (0.2) (0.3) 0.0 (956.6)

Income tax 204.6 1.1 (3) (6.1) (4) 0.1 (12) 0.1 (16) 0.0 199.8

POST-TAX PROFIT (LOSS) FOR THE YEAR

(768.6) (2.3) 14.4 (0.1) (0.2) 0.0 (756.8)

PROFIT (LOSS) FROM DISCONTINUED OPERATIONS

0.0 0.0 0.0 0.0 0.0 0.0 0.0

CONSOLIDATED PROFIT (LOSS) FOR THE YEAR

(768.6) (2.3) 14.4 (4) (0.1) (0.2) 0.0 (756.8)

Attributable to owners of the Parent

(771.9) (2.3) 16.6 (6.7) (13) (0.1) (17) (1.0) (20) (765.5)

Attributable to non-controlling interests 3.3 0.0 (2.2) 6.6 (13) (0.1) (17) 1.0 (20) 8.6

Pro-forma consolidated statement of comprehensive income for the year ended December 31, 2009


UGF Group



Vita

Gruppo Assicurativo

Arca


Vita

Pro-forma adjustments - Financing

sources Acquisition

28.95% Arca Ass.

Pro-forma adjustments

– Acquisition

28.95% Arca Ass.

Total pro-

forma 31/12/09

CONSOLIDATED PROFIT (LOSS) FOR THE YEAR

(768.6) (2.3) 14.4 (0.1) (0.2) 0.0 (756.8)


286


UGF Group



Vita

Gruppo Assicurativo

Arca


Vita

Pro-forma adjustments - Financing

sources Acquisition

28.95% Arca Ass.

Pro-forma adjustments

– Acquisition

28.95% Arca Ass.

Total pro-

forma 31/12/09

Variation in translation reserves 0.3 0.3

Gains or losses on available-for-sale financial assets

997.6 48.7 1,046.4

Gains or losses on cash flow hedge (10.7) (10.7)

Gains or losses on hedges of a net investment in foreign operations

Variation in equity of investees

Variation in the reserve for intangible assets

Variation in the reserve for property, plant and equipment

Gains or losses on non-current assets held for sale or disposal group

Actuarial gains and losses and adjustments relating to defined benefit plans

Other items

TOTAL OTHER COMPREHENSIVE INCOME/(EXPENSE) FOR THE YEAR

986.9 49.1 0.0 0.0 0.0 1,036.0

TOTAL CONSOLIDATED COMPREHENSIVE INCOME/(EXPENSE) FOR THE YEAR

218.3 (2.3) 63.5 (0.1) (0.2) 0.0 279.1

Attributable to the owners of the Parent 149.5 (2.3) 64.8 (2.6) (0.2) 185.8

Attributable to non-controlling interests 68.8 (1.4) 25.9 93.3

Notes to the Pro-Forma Consolidated Financial Statements (1) Corresponds to the amount paid for the acquisition of 60% of Arca Vita assuming the use of available financial

resources (Euro 269.8 million). (2) Refers to the lower interest income generated from the use of internal financing sources, in particular interbank

loans, with average remuneration in the UGF Banca group of 1.281% (Euro 3.5 million). (3) This is the tax effect relating to lower interest income relating to the use of internal financing sources (32.32%)

described in note (2) (Euro 1.1 million).


287

(4) These are the balances relating to the consolidated financial statements as at 31/12/09 of Arca Vita consolidated in the consolidated financial statements of the UGF Group.

(5) It refers to the allocation to goodwill, on a temporary basis, of the excess cost paid for the acquisition of 60% of Arca Vita (Euro 130.9 million).

(6) It refers to the excess cost allocated to properties of Arca Vita to align them to fair value (Euro 5.5 million). (7) This is the allocation to loans and receivables of the pro quota variation of the Equity of Gruppo Assicurativo

Arca between the date of the pro-forma financial statements and the date of the acquisition with respect to the payment of called subscribed shares and dividend distribution (Euro 3.2 million).

(8) This is the cancellation of consolidated Equity of Gruppo Assicurativo Arca due to the pro-forma consolidation in the consolidated financial statements of the UGF Group.

(9) It refers to the allocation of the quota of Equity attributable to non-controlling interests of Gruppo Assicurativo Arca amounting to 40%, and to the quota attributable to non-controlling interests of the excess cost of properties (Euro 90.5 million).

(10) It refers to the allocation of deferred tax liabilities in light of the allocation of excess cost to properties, as set forth in note (9) (Euro 1.8 million).

(11) Refers to the depreciation of the excess cost allocated to properties (Euro 0.2 million). (12) This is the tax effect relating to the depreciation of the excess cost of properties (32.32%) (Euro 0.1 million). (13) It refers to the transfer of 40% of the profit of Arca from the owners of the Parent to non-controlling interests

and the allocation to the owners of the Parent and non-controlling interests of the result of pro-forma adjustments (Euro 6.7 million and Euro 6.6 million, respectively).

(14) It refers to the use of cash and cash equivalents by Arca Vita for the acquisition of 28.95% of Arca Assicurazioni (Euro 43.3 million).

(15) It refers to lower interest income on bank deposits due to the use of resources for the acquisition of the stake in Arca Assicurazioni (Euro 0.3 million).

(16) This is the tax effect of the lower interest income relating to the use of internal financing resources (32.32%) described in note (15) (Euro 0.1 million).

(17) It refers to the division owners of the parent/non-controlling interests relating to the use of internal financing sources with respect to the acquisition of 28.95% of Arca Assicurazioni (Euro 0.1 million and Euro 0.1 million, respectively).

(18) It refers to the allocation to goodwill, on a temporary basis, of the surplus value paid for the acquisition of 28.95% of Arca Assicurazioni (Euro 27.7 million)

(19) It refers to the pro quota of Equity of Arca Assicurazioni cancelled by non-controlling interests from the consolidated financial statements of Arca Vita as a result of the acquisition of 28.95% (Euro 15.6 million).

(20) It refers to the transfer from non-controlling interests of the group quota of 28.95% of the IAS losses of Arca Assicurazioni as a result of the acquisition of the investments (Euro 1 million and Euro 1 million, respectively).

Methodological notes

It should be noted that, for the purposes of the preparation of the pro-forma data, Gruppo Assicurativo Arca was consolidated through appropriate pro-forma adjustments. With respect to the accounting treatment of the envisaged transaction, the following should be noted:

(i) the purchase price, as mentioned above, was determined based on the projections in the preliminary agreement entered into on December 24, 2009, by subsequently adjusting the price payable to the sellers at the date of the envisaged acquisition in light of events such as certain variations of the equity of the acquired companies compared to June 30, 2009 (dividend distribution and profit for the second half of 2009). Further, as mentioned above, the preliminary agreement provides for certain additional purchase price adjustment mechanisms depending on the attainment of the objectives set forth in the agreement itself. For the purposes of the estimate of the total cost borne in connection with the acquisition of the investments in the companies of the Gruppo Assicurativo Arca, it was assumed that the additional purchase price adjustment mechanisms will not result in significant adjustments in the future, consistently with the assumptions made in connection with the preparation of the projections and estimates of future profit of the UGF Group (see Section One, Chapter XIII of the Prospectus);

(ii) with respect to the accounting for the allocation of the purchase price, the assets acquired, liabilities and contingent liabilities assumed measured at fair value, as such information is not currently available; consequently, the differences between the purchase price and the carrying amount of the equity of the companies being acquired have been temporarily


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recorded under property, plant and equipment (Property) and Intangible Assets (Goodwill). It should be noted that this treatment is in compliance with paragraph 45 of IFRS 3. In particular, this standard provides that in the case the fair value of assets acquired and liabilities assumed is not available on the date of the preparation of the financial statements, the company shall perform a preliminary allocation of the purchase price and update the accounting treatment in the subsequent period, and in any event within 12 months from the date of the acquisition. In addition, it should be noted that as of today, no accounting information relating to the companies to be acquired is available after December 31, 2009, and therefore, for the purposes of determining the value of the goodwill calculated on a temporary basis, the equity of the companies subject to the acquisition as at December 31, 2009, was adjusted to take into account the transactions relating to the share capital entered into by the companies with their current shareholders (distribution of dividends and increases of equity through the call up of subscribed unpaid share capital). Thus, the final determination of the goodwill could differ significantly from the amount stated herein.

With respect to the alignment of accounting policies used by the Gruppo Assicurativo Arca with those used by the UGF Group, the following main differences have emerged:

- impairment policy of equities included in the category “Financial instruments available for sale”;

- modality for determining the effects of “Shadow Accounting” with respect to technical reserves relating to insurance contracts with discretionary participation features;

- period of estimated useful life with respect to certain intangible assets (software expenses).

The UGF Group has evaluated such differences in the accounting policies used, and, in consideration of the limited significance thereof, no pro-forma adjustments were made.

In order to better illustrate the preparation of the Pro-Forma Consolidated Financial Statements, below are certain comments on the adopted methodologies relating to the separate columns in the Pro-Forma Consolidated Financial Statements mentioned above. Such comments must be read in conjunction with the notes to the Pro-Forma Consolidated Financial Statements:

1) UGF Group

This column shows, in condensed form, the consolidated data of the UGF Group at December 31, 2009 as set forth in the financial statements approved by the Board of Directors on March 25, 2010.

2) Pro-forma adjustments – Financing sources – Acquisition of 60% in Arca Vita

This column includes the estimated different effects on the financial statements of the assumption relating to the financing of the envisaged transaction. Considering that this acquisition will be carried out without taking out specific new financing, and thus financed entirely with own funds, the use by UGF of the liquidity available in its bank account deposits opened in its subsidiary UGF Banca was considered as a financing source which will reduce its interbank deposits. With respect to pro-forma effects on profit or loss, these have been determined on the basis of current market rates acknowledged by the counterparties for such types of investment, as well as on the basis of applicable tax rates for 2009.

3) Gruppo Assicurativo Arca

The column shows, in condensed form, the consolidated data of Gruppo Assicurativo Arca at December 31, 2009 as included in the financial statements approved by the Board of Directors on March 10, 2010.


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4) Pro-forma adjustments – Acquisition of 60% in Arca Vita

This column includes the adjustments relating to the estimated effects of the consolidation of Gruppo Assicurativo Arca data, with the temporary allocation of the difference between the estimated purchase cost of the investments and the estimate of the acquired equity in part to the higher value of properties44 and the related deferred tax liabilities, and the residual to goodwill. The economic effects of such adjustments relate to the depreciation45 of the excess cost allocated to properties and the resulting tax effect, determined based on the applicable tax rates for 2009.

5) Pro-forma adjustments – Financing sources – Acquisition of 28.95% in Arca Ass.

This column sets forth the effects on the Pro-forma Consolidated Financial statements of the UGF Group following the expected use by Arca Vita of internal financing sources (cash and cash equivalents) necessary for the acquisition of 28.95% of Arca Assicurazioni. With respect to the pro-forma effects on profit or loss, these have been determined on the basis of the current market interest rates for freely available bank deposits, net of the relative tax effects determined on the basis of applicable tax rates for 2009.

6) Pro-forma adjustments – Acquisition of 28.95% in Arca Ass.

This column shows the pro-forma adjustments relating in particular to the allocation to goodwill of the difference between the estimated acquisition cost of the investment and the estimate of the quota of acquired equity, as well as the cancellation from the equity pertaining to non-controlling interests of the acquired quota of equity.

It should be noted that for the purposes of the drawing-up of the Pro-Forma Consolidated Financial Statements, the following annual interest rates have been assumed:

(i) gross annual rate of 1.2810% for the use of bank current account balances by the UGF Group; and

(ii) gross annual rate of 0.65% for the use of internal cash and cash equivalents by Arca Vita.

It should be noted, among other things, that in connection with the presentation of pro-forma data, it is necessary to consider the financial obligations with respect to financing sources for an entire year, without the possibility to take into account the possible synergies in the same period between the UGF Group and the companies of Gruppo Assicurazioni Arca.

Finally, it should be noted that the Pro-Forma Consolidated Statements of cash flows and the pro-forma EPS (Earnings per Share) data have not been prepared, as the information relating to financial obligations assumed in connection with the transactions reflected in the Pro-Forma Consolidated Financial Statements and operating cash flows as well as the related economic effects, are substantially acknowledgeable on the basis of the single pro-forma adjustments.

20.3 Financial statements

The Issuer prepares annual accounts and consolidated financial statements.

44 The higher value allocated to property was determined based on the information derived from the consolidated financial statements of Gruppo Assicurativo Arca, which include the carrying amount of properties recorded in the financial statements pursuant to the cost method. 45 For the purposes of the preparation of the pro-forma data and in the absence of further information, it was deemed reasonable to assume a useful life of approximately 33 years for the assets to which the excess value was to be allocated.


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The data set forth in this Chapter and the other Chapters of the Prospectus are derived from the consolidated financial statements as the data relating only to the Issuer does not provide any additional information compared to the consolidated financial statements.

20.4 Audit of financial information

The consolidated financial statements of the UGF Group relating to the financial years ended December 31, 2009, 2008 and 2007 were subject to accounting audits by the Independent Auditors, following which the relevant audit reports attached thereto were issued on April 9, 2010, April 6, 2009 and April 7, 2008, respectively. The reports by the Independent Auditors must be read in conjunction with the audited consolidated financial statements and refer to the date on which such reports were issued.

The consolidated condensed interim financial statements included in the consolidated interim report on operations of the Group as of March 2010 were subject to limited accounting review by the Independent Auditors, who issued their report on May 17, 2010.

The mentioned Independent Auditors’ reports are attached to the Prospectus as Annexes.

The Independent Auditors’ reports are described below.

Financial statements 2007

The report relating to the consolidated financial statements for the year ended December 31, 2007 did not contain qualifications or provisions regarding the exclusion of liability.


With respect to the consolidated financial statements of UGF for the year ended December 31, 2008, the Independent Auditors have issued an opinion of compliance with the IFRS as well as the provisions issued in connection with the implementation of Article 9 of Legislative Decree 38/2005, except for the qualification included by the Independent Auditors with respect to accounting principles and valuation criteria applied to equity securities in the “Financial assets available for sale” line item. In particular, the Independent Auditors’ Report states as follows:

“In note “2.4 Financial assets. IAS 32 and 39 – IFRS 7”, in the paragraphs “Financial assets available for sale” and “Impairment policy on financial assets adopted by the UGF Group”, the directors describe the accounting standards and valuation criteria applied when the consolidated accounts were being drawn up to the equity securities classified as “Financial assets available for sale”.

As at 31 December 2008 listed equity securities classified as “Financial assets available for sale” were valued at cost, net of losses resulting from falls in value recorded in previous years, i.e. at €2,462 m and were recorded in the consolidated accounts at a fair value of €1,341m based on the quoted value of the securities on the date of the consolidated accounts.

This fair value was €1,121m less than the cost value of the securities, gross of the fiscal effects, the effect of shadow accounting and the amount attributable to the Group’s minority shareholders, the difference being originally included in the compulsory reserves known as “Profits or losses on financial assets available for sale”.

The Group’s impairment policy is carried out in two stages: identifying parameters indicative of a possible impairment and, in the event that these parameters are exceeded, carrying out analytical valuations. The application of this policy led to the partial derecognition of the provision ‘Profits or losses on financial assets available for sale’ and the consequent charging to the profit and loss account for 2008 of losses of €96m under item “charges arising out of other financial instruments and investments in property – inventory losses”, which made a difference of €51m to the Group’s operating profit.


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On the basis of this impairment policy and the analytical valuations carried out, the directors considered that there was no need to record in the profit and loss account further losses resulting from falls in value of listed equity securities, the fair value of which as at 31 December 2008 was €1,026m less than the value at cost. This negative difference therefore continued to be recorded in the shareholders’ equity, as mentioned above.

We consider that the impairment policy adopted by the Group does not conform with the provisions of paragraphs 61 and 67 of IAS 39. In fact this policy does not involve laying down and applying reasonable quantitative parameters beyond which the significant or prolonged fall in fair value of a listed equity security below cost constitutes objective evidence of a fall in value with the consequent need for the accumulated loss compared with the cost, formerly recorded in the shareholders’ equity direct, to be charged to the profit and loss account.

In our opinion this does not comply with the relevant accounting standards currently in force, the effect of which on the UGF Group’s consolidated result for 2008 and on the other related items in the consolidated accounts we cannot ascertain since the directors have not described these parameters in detail.

In addition we examined only samples of the analytical valuations carried out by the Group for the purpose of assessing the need to record losses arising from a reduction in value of listed equity securities in the profit and loss account. The checks carried out revealed that, when applying the analytical valuation procedures adopted, in some cases the Group used assumptions that were not sufficiently supported and were not in line with those used for the purposes of the impairment of its goodwill with an indefinite useful life and were therefore inconsistent.

Finally we should like to point out that any overestimate of the consolidated result for 2008 would have no effect on the Group’s consolidated capital and reserves as at 31 December 2008 since, as mentioned above, the compulsory reserve “Profits or losses on financial assets available for sale’ already includes the effects of the fair value of the listed equity securities classified as ‘Financial assets available for sale”.”

In this respect, upon request by Consob and pursuant to Article 114, paragraph 5 of TUF, UGF provided information on the following: i) the main equity financial instruments recorded in the mentioned “Financial assets available for sale” line item as well as the relative valuation criteria applied thereto; and ii) the observations of the directors on the issues set forth in the qualification expressed by the Independent Auditors.

The above information was disclosed to the public on April 7 and 22, 2009 through specific press releases, to the shareholders in the Shareholders’ Meeting on April 22, 2009, and through a specific note included in the documentation relating to the financial statements 2008.

In such note, UGF set forth the reasons that led it to confirm the accuracy of the adopted impairment policy and its conformity with international accounting principles, based on an interpretation of paragraphs 61 and 67 of IAS 39 in accordance with the system of IAS/IFRS.

In particular, the Issuer believed that the adopted impairment policy, which is analytically described on pages 74 and 75, 96 and 97 of the Consolidated Financial Statements 2008, was in perfect compliance with international accounting principles which in paragraphs 61 and 67 of IAS 39 set forth the definition and application of reasonable valuation criteria as well as the carrying out of adequate qualitative and quantitative analyses based on widely-used valuation methods for equity securities in the valuation practices, which allow to identify objective evidence of loss of value of the equity securities included in the “Financial assets available for sale” line item and the resulting charging to the income statement of the accumulated loss compared with the cost.

Therefore, UGF did not agree with the qualification by the Independent Auditors, who, in commenting the impairment policy of the financial assets classified as available for sale adopted by the Issuer stated that it did not involve “laying down and applying reasonable quantitative parameters beyond which the significant or prolonged fall in fair value of a listed equity security below cost constitutes objective evidence of a fall in value with the consequent need for the


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accumulated loss compared with the cost, formerly recorded in the shareholders’ equity direct, to be charged to the profit and loss account”.

In addition, the interpretation of paragraph 61 of IAS 39 used by UGF is entirely consistent with the practices of the main Italian insurance groups, as can be seen from consolidated financial statements relating to the financial year 2008. It appears from such financial statements that upon exceeding the quantitative thresholds determined by each company in connection with the interpretation of paragraph 61 of IAS 39, further qualitative and quantitative analyses were carried out to establish whether the conditions for an impairment of the securities were actually met.

With respect to the existing differences between the assumptions underlying the valuation methods adopted for equity securities included in the “Financial assets available for sale” line item and those used for the purposes of the impairment test on goodwill – assumptions which, in the opinion of the Independent Auditors are inconsistent and not adequately supported – the directors have instead held that:

- there is no inconsistency between the assumptions made in terms of non-homogenous and non-comparable values. In fact, the assumptions formulated for the valuations of equity securities included in the “Financial assets available for sale” line item were consistent with the valuation objective for financial investments available for sale with respect to which the UGF Group does not exercise any influence (dominating or significant), while the assumptions with respect to the estimate of goodwill presume the strategic control of the entity generating the estimated cash flow. In addition, the investments in equity securities included in the “Financial assets available for sale” line item relate to companies which by their nature, size, relevant markets, geographical business areas and industry present differences such as to inhibit the use of the assumptions applied for the impairment tests for goodwill;

- further such assumptions were adequately supported, as UGF had used assumptions based on market data, reports by financial analysts, internal consensus estimates and analyses aimed at normalising the financial data so as to identify the fundamental value of the securities.


With respect to the consolidated financial statements of UGF as of December 31, 2009, the Independent Auditors has issued an opinion of compliance with IFRS as well as the provisions issued in connection with the implementation of Article 9 of Legislative Decree 38/2005, except for the qualification noted by the Independent Auditors and described below.

In particular, the Independent Auditors noted in their report that UGF, in accordance with the provisions of the Joint Document of the Bank of Italy, Consob and ISVAP of March 3, 2010 (see Section One, Chapter IX, Paragraph 9.2 of the Prospectus) has adjusted its impairment policy with respect to listed equity securities recorded in the “Financial assets available for sale” line item and charging the effect in the income statement of the year 2009 in the “Valuation losses” line item. The Independent Auditors believe that as a result of such adjustment, the result of the financial year 2009 is undervalued for an amount which cannot be determined by them, and which does not have any effect on the consolidated shareholders’ equity of the Group as of December 31, 2009.

In particular, the report states as follows:

“Our report on the consolidated financial statement as of December 31, 2009 included a qualification for an undeterminable amount for the reasons set forth in such amount, and relating to the impairment policy for listed equity securities recorded in the category “Financial assets available for sale”. The directors state in paragraph 2.4 “Financial assets – IAS 32 and 39 – IFRS 7” of the report on operations that they have adjusted such impairment policy in the consolidated financial statements as of December 31, 2009 following the publication of the Joint


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Document of the Bank of Italy, Consob and ISVAP of March 3, 2010, by booking the related effect in the income statement for the year 2009 in the line item “Valuation losses”. Consequently, the loss of the income statement for the year 2009 is overestimated for an amount which cannot be determined by us, due to the booking of the effect of such recording, now exceeding, and which was set forth in our report on the consolidated financial statements as of December 31, 2008, without however any effect on the consolidated shareholders’ equity of the Group as of December 31, 2009.”

In the Report on Operations of the consolidated financial statements 2009, UGF has noted that, following the publication of the Joint Document of the Bank of Italy, Consob and ISVAP on March 3, 2010 and in accordance with the methodological instructions formulated therein based on the document published by IFRIC (International Financial Reporting Interpretations Committee) in July 2009, it adjusted its previously adopted impairment policy, starting in the financial year 2009, by eliminating qualitative valuations which integrated the quantitative first level analysis based on the thresholds of “significance” and “duration”.

Consolidated interim report on operations as of March 31, 2010

The report by the Independent Auditors on the limited accounting review of the consolidated condensed interim financial statements included in the consolidated interim report on operations as of March 31, 2010 does not include qualifications or provisions for the exclusion of liability.

20.5 Date of most recent financial information

The most recent financial information included in this Chapter XX relates to the consolidated condensed interim financial statements for the period ended March 31, 2010, approved by the Board of Directors on May 13, 2010. The consolidated condensed interim financial statements were subject to limited accounting review by the Independent Auditors, who issued their report on May 17, 2010, attached to the Prospectus as Annex.

20.6 Dividend policy

Pursuant to Article 19 of the Bylaws of the Issuer, net profits shown on the annual accounts, following the deduction of the allocation to the legal reserve, are allocated as follows:

a. one quota to the extraordinary reserve or to other special funds;

b. one quota to the dividend to be paid on preference shares up to the amount of Euro 0.0362 for each preference share.

The remainder of this quota is allocated to paying a dividend on the ordinary shares up to the amount of Euro 0.0310 for each ordinary share.

When the allocations referred to above have been made, the remaining part of the net profit, allocated to dividends, will be divided pro rata between the two classes of shares.

For both classes of shares, the dividends may not be carried forward from one financial year to the next.

In case of capital increase free of charge, the dividends to be paid on preference shares and on ordinary shares may be reduced provided that there is still a difference of Euro 0.0052 in favour of the preference shares, but in any case subject to a minimum of Euro 0.0258 for each preference share and Euro 0.02060 for each ordinary share.

Notwithstanding the above, in case of a reverse stock split or stock split (as well as in the case of transactions involving capital other than the above mentioned capital increase free of charge, where necessary in order not to change the shareholders’ rights in respect of a situation in which


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the shares had nominal value) the fixed amounts per share, mentioned in the paragraphs above, will be modified accordingly.

The Shareholders’ Meeting may also approve extraordinary allocations of net profits by issuing shares to be allocated individually to the Company’s employees in accordance with Article 2349 of the Italian Civil Code.

The Board of Directors may resolve, during the financial year, to distribute advances on the dividends, in compliance with applicable law.

In addition, once a year the Board of Directors may allocate an amount not exceeding 1% of net profits approved by the Shareholders’ Meeting relating to the previous year to the social, welfare and cultural fund.

The table below sets forth the dividends distributed in the years 2008 and 2010 relating to the financial years 2007 and 2009. No dividend distribution was made in the year 2009.

DISTRIBUTED DIVIDENDS

Financial year 2009 Financial year 2008 Financial year 2007(*)

Payment date May 27, 2010 May 22, 2008

No. of ordinary shares 1,479,885,786 1,479,885,786 1,479,885,786

Dividend per share (in Euro) 0.0400 0 0.4161

Aggregate dividend (in Euro) 59,195,431 0 615,780,476

No. of preference shares 911,540,314 911,540,314 911,540,314

Dividend per share (in Euro) 0.0452 0 0.4213

Aggregate dividend (in Euro) 41,201,622 0 384,031,934

(*) On May 3, 2008, the Shareholders’ Meeting of the Issuer approved a dividend distribution for a total amount of Euro 999,812,409.80 represented by a partial use of the profit of the period and the reserve for issuance premium.


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20.7 Tax position

Amount of losses carried forward for tax purposes

Below is a description of the most significant tax loss carried forward by the Group companies.

The Issuer recorded a tax loss of Euro 77.5 million in the tax period 2008.

UGF Assicurazioni recorded a tax loss of Euro 288.6 million in the tax period 2008 (which includes the tax loss recorded in this tax period by Aurora Assicurazioni, merged by incorporation into UGF Assicurazioni on February 1, 2009).

In this respect and taking into account that the Issuer and UGF Assicurazioni have adhered to the national tax consolidation for the 2007-2009 period in their role as subsidiaries, it should be noted that already in the 2008 tax period the above-mentioned losses were transferred from the tax consolidation and partially used to compensate the gains recorded by other consolidated companies in connection with the taxable Group income.

With respect to the most recent tax return filed relating to the national and worldwide tax consolidation, model CNM 2009 for the financial year 2008, based on the agreements governing the consolidation between the parties, the Issuer and UGF Assicurazioni are entitled to: (i) in the case of early termination or failure to renew the consolidation, the reimbursement of the unused quota of the loss, currently amounting to Euro 75.5 million and Euro 281.1 million, respectively, to be used by and no later than the tax period 2013, or (ii) in the case of the use of losses within the consolidation, a reimbursement of the value at the date of the Prospectus – taking into consideration the current IRES rate – amounting to Euro 20.7 million and Euro 77.3 million, respectively.

UGF Banca does not have past tax losses to be carried forward. However, with respect to the 2009 tax period, although the amount of tax profit/losses is not yet to be considered final, it can reasonably be expected that UGF Banca will record a tax loss of approximately Euro 5.7 million.

Indication of any tax exemption or reduction used by the companies currently or in the past

The Issuer and UGF Banca do not currently benefit from and have not benefitted from a tax exemption or reduction in the tax periods 2005 through 2009.

20.8 Legal and Arbitration Proceedings

As of the date of the Prospectus, the Issuer and other UGF Group companies are subject to legal proceedings (civil, criminal and administrative) ascribable to a variety of issues and regarding mainly litigation arising from insurance claims and requests for damages and/or restitutions inherent to the banking and financial business, which could result in the above-mentioned companies being forced to pay damages and/or fines.

In light of these proceedings, the companies involved adopt policies for reserves and provisions to dedicated funds to cover risks and fees which, based on a reasonable risk evaluation, could derive from these pending lawsuits. The reserves are made in an amount deemed adequate based on the circumstances when the potential loss can be reliably estimated and such loss is deemed likely to occur. In the cases where it is impossible to predict the outcome of the proceedings or reliably estimate the potential loss - including criminal and administrative proceedings and proceedings in which the plaintiff or claimant have not specifically quantified their damage claims - no provisions are made.

To protect against potential liabilities from the pending or threatened proceedings (other than labour and tax law proceedings, proceedings relating to insurance claims and debt collection), the UGF Group recorded provisions for a total of approximately Euro 92.1 million as of December 31, 2009, of which approximately Euro 72.7 million for the insurance division (Euro 70.8 million for


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the Non-Life segment and Euro 1.9 million for the Life segment) and approximately Euro 19.4 million for the banking division.

These provisions represent a careful estimate of the economic risks connected to the individual proceedings in accordance with applicable accounting principles; however, it cannot be excluded that these provisions may be insufficient to fully cover the obligations and claims for damages and/or restitution related to pending or threatened proceedings. In addition, with respect to the proceedings for which no provisions have been made, the Group may in the future be subject to liabilities related to the negative outcome of such proceedings. Consequently, it cannot be excluded that a negative outcome of the pending proceedings may have adverse effects on the economic and/or financial position of the UGF Group.

Litigation relating to the insurance businesses

As of December 31, 2009, there were approximately 70,000 pending proceedings relating to insurance claims of the Group, of which 99% related to the Non-Life business (Motor Third Party Liability, Motor Other Risks, Other Damage to Property, Third Party Liability, and Accidents and Sickness), for which net technical provisions in the amount of approximately Euro 1,479.6 million, representing 19.68 % of the total non-life technical provisions of Euro 7,517.9 million, were recorded.

It should be further noted that Assobond, Associazione per la Tutela dell’Investimento e del Risparmio (the association for investments and savings protection), is conducting preliminary activities for the possible filing of a class action against all insurance companies, including UGF Assicurazioni, which issued products having as underlyings financial instruments issued by (i) companies of the Lehman Brothers Inc. Group subject to insolvency proceedings pursuant to Chapter 11 of the US Bankruptcy Code as of the date of the Prospectus, and (ii) the Icelandic banks Glitnir Banki HF, Kauphting Bank HF and Landsbanki Islands HF, which, as of the date of the Prospectus, have benefitted from a special law adopted by the Icelandic parliament which enables them to take advantage of an international moratorium period; such action would be brought to defend the investments made at that time by the subscribers of such products.

Litigation relating to the banking and financial business

As of December 31, 2009, the value of the legal proceedings involving the companies operating in the banking division of the Group in the ordinary course of their business amounted to a total of Euro 717.6 million. With respect to such amount, provisions for adjustments in the aggregate amount of approximately Euro 288 million were made, representing 40% of the value of such proceedings, of which approximately Euro 245 million were related to the collection of bad debt and the remaining Euro 43 million to claims for damages and/or restitutions.

Below is synthetic information on the main material legal proceedings involving the UGF Group.

Activities relating to the execution of orders with respect to financial transactions carried out by UGF Banca

During November 2007 and July 2009, certain clients of UGF Banca initiated civil and criminal proceedings with respect to alleged irregularities and unlawful activities carried out by UGF Banca in connection with the execution of orders relating to derivative financial instruments. The claimants requested damages for a total of Euro 67 million. The preliminary investigations in connection with the criminal proceedings were completed in April 2009 with the filing of a motion to dismiss by the Public Prosecutor, which was appealed by the claimants. UGF Banca believes the claims to be without merit and has filed a motion to dismiss in connection with the civil proceedings as well as a counter-claim for the payment of the debts the claimants owe to UGF


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Banca. During November 2009, the counterparties have filed further damage claims for a total of Euro 145 million. UGF Banca, as represented in these proceedings, believes such claims to be barred from prosecution and devoid of adequate proof. A total of Euro 26.3 million has been recorded as provisions for adjustments in connection with these proceedings.

Insolvency proceedings Parmalat - UGF Banca

In connection with the insolvency proceedings of the Parmalat group in December 2004, the temporary receivership (amministrazione straordinaria) of Parmalat commenced a claw-back procedure pursuant to Article 67 of the Italian Bankruptcy Law against UGF Banca and all the other credit institutions which, over time, have had relations with the group, for an amount of approximately Euro 47 million. With respect to such proceedings, UGF Banca believes that the request is subject to reduction due to transactions that do not fulfil the criteria for revocation; nonetheless, it increased its provisions for risks and charges by Euro 1 million. As of December 31, 2009, such provisions, gross of discounting, amounted to Euro 3 million (Euro 2 million in 2008 gross of discounting); this amount is deemed to be adequate given the value of the transactions entered into between the Parmalat group and the other credit institutions.

CSE – Consorzio Servizi Bancari

On April 20, 2010, CSE – Consorzio servizi bancari (the consortium of banking services), the supplier of UGF Banca’s information systems until January 2010, notified UGF Banca of its request for the payment of a penalty and related higher damages for a total amount of approximately Euro 18.3 million for the alleged breach of the statutory notice terms for the withdrawal from the consortium relationship which was exercised by UGF Banca in May 2009. UGF Banca believes to have exercised its withdrawal right in a lawful manner and in compliance with the statutory provisions, and has contested CSE’s claims as factually and legally groundless, reserving the right to bring a claim for damages in a possible arbitration proceeding.

Additional relevant information

Set forth below are the proceedings pending against:

- the Issuer and the other UGF Group companies as of the date of the Prospectus, where the claim is not of an economic nature or the economic request is not quantifiable, and

- the members of the Board of Directors and the Company’s Board of Statutory Auditors.

Takeover of Antonveneta

With respect to the attempted takeover by the then Banca Popolare di Lodi of Banca Antonveneta S.p.A., the former Chairman and former Deputy Chairman of the Company in office at the time of the facts, together with other persons and exponents of other banks and the financial sector, were committed for trial at the Tribunal of Milan by decree of May 23, 2008, for the alleged offences of market manipulation and obstruction to the functions of public supervisory authorities. The proceeding also relates to the potential liability of the Issuer, committed for trial as well, due to its failure to adopt effective organization and management models in accordance with Legislative Decree 231/2001. The trial started on October 23, 2008 and the proceeding is currently in the preliminary investigation stage. The proceeding is not yet sufficiently advanced to allow a reliable evaluation of possible outcomes of the hearings and the potential financial consequences which could derive therefrom. In any case, it should be pointed out that the Issuer was excluded from the proceedings as party responsible under civil law for the payment of the damages claimed by the plaintiffs.


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Public tender offer on Banca Nazionale del Lavoro

With respect to the attempted mandatory public tender offer for the ordinary shares of Banca Nazionale del Lavoro by the Issuer in July 2005, it should be pointed out that it gave rise to two different investigations, one before the Tribunal of Milan and the second before the Tribunal of Rome.

(i) With respect to the proceeding pending before the Tribunal of Milan, by decree of September 18, 2009, the Chairman and Chief Executive Director of the Company, together with various other persons and exponents of other banks and the financial sector, were committed for trial, including the former Chairman and former Deputy Chairman of the Company in office at the time of the facts. The Chairman was committed for trial for alleged market manipulation; the Chief Executive Officer and the former Deputy Chairman of the Company were committed for trial for alleged market manipulation and obstruction to the functions of public supervisory authorities; while the former Chairman was committed for trial for alleged market manipulation, obstruction to the functions of public supervisory authorities and abuse of inside information. The proceeding also relates to the potential liability of the Issuer, also committed for trial, for the failure to adopt effective organizational and management models in accordance with Legislative Decree 231/2001. The trial started on February 1, 2010 and is currently in the preliminary investigation stage. The proceeding is not yet sufficiently advanced to allow for a reliable evaluation of possible outcomes of the hearings and potential financial consequences which could derive therefrom. In any event, it should be pointed out that the Issuer was excluded from the proceedings as partly responsible under civil law for the payment of damages claimed by the plaintiffs.

(ii) With respect to the proceeding pending before the Tribunal of Rome, by decree of April 23, 2010, the former Chairman and former Deputy Chairman of the Company in office at the time of the facts, together with various other persons and exponents of other banks and the financial sector, were committed for trial for the offences of market manipulation and obstruction to the functions of public supervisory authorities. The proceeding also relates to the potential liability of the Issuer, also committed for trial, for the failure to adopt effective organizational and management models in accordance with Legislative Decree 231/2001. The preliminary hearing is scheduled to take place on September 30, 2010. Given this initial stage, it is not possible to predict the extent of the adverse financial impact which could derive from a ruling against the Company.

With respect to the above transaction, the following should also be noted:

- with a proceeding commenced in May 2006, Consob notified the members of the Board of Directors and Board of Statutory Auditors of the Company in office on August 17, 2005 of the breach of the provisions of Article 106, paragraph 1, of the Testo Unico, which can be sanctioned with an administrative monetary fine pursuant to Article 192 of the Testo Unico. The members of the Board of Directors and Board of Statutory Auditors in office at such date (including Rocco Carannante, Piero Collina, Jacques Forest, Vanes Galanti, Claudio Levorato, Ivan Malavasi, Enrico Migliavacca, Marco Pedroni, Pierluigi Stefanini, Marco Giuseppe Venturi, Mario Zucchelli and Carlo Cassamagnaghi, current members of the Board of Directors and the Board of Statutory Auditors of the Issuer) paid the obligations resulting from the administrative fine pursuant to Article 16 of Law no. 689/81;

- following the conclusion of the criminal proceeding commenced in May 2008 pursuant to Articles 193 and 195 of TUF, Consob has ordered the payment of administrative monetary fines by, among others, the Chief Executive Officer of the Company, for the breach of certain provisions of the TUF.

With a decree dated December 18, 2009, the Court of Appeals of Bologna, upholding an appeal filed by the Issuer, revoked the fines inflicted by Consob.


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Purchase of Unipol preference shares

With respect to facts dating back to March 2003 and relating to the purchase of preference shares of Unipol, the Public Prosecutor brought a criminal proceeding before the Ordinary Tribunal of Milan. The defendants in this proceeding were, among others, the Chief Executive Officer of the Company, for alleged breach of Article 2637 of the Italian Civil Code (stock price manipulation). The proceeding also relates to the potential liability of the Issuer, also committed for trial, due to the failure to adopt effective organizational and management models pursuant to Legislative Decree 231/2001.

On May 14, 2008, the Ordinary Tribunal of Milan partially granted the requests submitted by the Public Prosecutor and:

- sanctioned, among others, the Chief Executive Officer to ten months of imprisonment as well as the payment, jointly with another co-defendant of the legal fees, the amount of Euro 30,000.00 in damages to Consob, as well as the ancillary sanctions set forth in Article 186 of the TUF for a period of six months;

- held the Company, among others, liable for the administrative offence and sentenced it to a sanction of Euro 15,450, in addition to the joint payment of the legal fees.

The sentence is temporary and will become definitive only if confirmed by the next judicial level in the Court of Appeals and then in the Supreme Court (Corte di Cassazione). Even in the case in which the ruling becomes definitive, the main sanction as well as the ancillary sanctions would not be executive, as the Tribunal granted the suspension of execution of the judgment.

As of the date of the Prospectus, the second-degree proceeding is underway at the Court of Appeals of Milan.

20.9 Proceedings relating to measures by the supervisory authorities

The UGF Group is subject, among others, to the supervision by ISVAP, the Bank of Italy, Consob, COVIP and the Antitrust Authority (Autorità Garante della Concorrenza e del Mercato). In this context, the UGF Group is subject to the ordinary supervisory activities and verification inspections by the competent authorities that periodically carry out assessments and inspections. In certain cases, such verifications and inspections result in objections to alleged irregularities, which are either still ongoing at the date of the Prospectus, or which entailed the infliction of monetary administrative fines to be paid by the company’s exponents.

Inspection by the Bank of Italy of UGF Banca

Following the completion during 2008 of the inspection by the Bank of Italy of UGF Banca’s operations in the 2005-2008 period, the Authority commenced a proceeding for administrative sanctions with respect to the corporate representatives for irregularities deriving from flaws in the organization and internal audits of certain business divisions, as well as the failure to notify the supervisory authorities. Upon completion of the inspection, by decree of October 14, 2009, monetary administrative sanctions were inflicted on corporate exponents, including the Chairman, the Chief Executive Officer and the Directors of the Issuer: Gilberto Coffari, Piero Collina, Claudio Levorato, Marco Pedroni, Giuseppe Politi and Marco Giuseppe Venturi, as well as the Chairman of the Board of Statutory Auditors of the Issuer46. The Company has paid these sanctions.

In the context of the regulatory inspections mentioned above, the Bank of Italy also has imposed on the Gruppo Bancario UGF Banca the prohibition to carry out new financial derivative

46 In particular, an administrative monetary fine of Euro 24.000 was inflicted on each corporate exponent.


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transactions, excluding transactions carried out for its own account for hedging purposes, as well as the prohibition to take further initiatives with respect to the geographical expansion of its network, including the acquisition of businesses. Such restrictions will remain valid until a subsequent provision stating otherwise is issued by the Bank of Italy.

Inspection by the Bank of Italy of UGF Merchant

In September 2009, the Bank of Italy commenced an inspection of UGF Merchant to verify the management and conformity profiles as well as the credit and operational risks of the Bank. Upon conclusion of the inspection, the Authority indicated certain irregularities and raised objections to the members of the Board of Directors, some of which had been in office until the first months of 2009, the members of the Board of Statutory Auditors and the General Manager in office in 2008 until the first months of 2009, and launched an administrative proceeding for inflicting sanctions with respect to the alleged breach of different risk management provisions, the administrative and accounting organization, corporate governance, the internal audit system and operational and credit risk management and control. In this respect, the Authority has highlighted a high concentration of loans in the building/real estate sector. In response to the observations by the Authority, UGF Merchant, which is the party responsible under civil law pursuant to Article 145 of the Testo Unico Bancario, formulated its own counter-deductions and observations with respect to the findings of the Authority and also provided information on the measures taken with respect to such alleged violations. The proceedings are ongoing at the date of the Prospectus.

To the best of the Issuer’s knowledge, as of the date of the Prospectus there are no additional inspections of a general nature by the Bank of Italy with respect to Group companies, other than the ones mentioned above.

Antitrust Authority (Autorità Garante della Concorrenza e del Mercato)

By decree dated May 6, 2010, notified on May 12, 2010, the Antitrust Authority ordered the commencement of a preliminary investigation pursuant to Article 14 of Law 287/90 with respect to Navale Assicurazioni to ascertain the existence of any breaches of Article 2 of Law 87/90 and/or of Article 101 of the TFUE.

In particular, as assumed in the decree above, the modalities for participating in public tenders for the assignment of insurance services of the local health agencies (Aziende Sanitarie Locali) and the hospitals of the Campania Region (Aziende Ospedaliere della Regione Campania) “appear to have been based on a series of coordinated strategies to avoid competition between” Navale Assicurazioni, HDI-Gerling Industrie Versicherung AG and Faro Compagnia di Assicurazioni e riassicurazioni S.p.A. – including through the agency Primogest S.r.l. - “and thus the division of the awarded tenders through agreements restricting competition in violation of Article 2 of Law 287/90 and/or Article 101 TFUE”.

Pursuant to Article 15 of Law 287/90, in case of violation of Article 2 of such Law and/or Article 101 of the TFUE, the Antitrust Authority orders the companies to rectify the violations, and in case of serious violations, taking into account the seriousness and duration of the violation, inflicts monetary administrative penalties of up to 10% of the revenues of the group to which the company belongs during the last financial year prior to the notification of the closing of the preliminary investigation.

As of the date of the Prospectus, it is not possible to estimate the risk of potential sanctions and it will be possible to carry out the evaluation thereof only once the documentation obtained from the other companies involved in the proceeding will be available and adequately reviewed.

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By resolution dated May 6, 2010, the Antitrust Authority started a fact-finding investigation pursuant to Article 12 of Law 287/90 on the direct indemnification procedure and the competitive structures of the Motor Third Party Liability sector. Such fact-finding investigation aims at assessing the trend in prices and costs in this sector, as well as the potential competition-related implications of the regulation implementing the direct indemnification procedure and its actual implementing measures, in order to identify potential critical areas and envisage suitable actions to remove any impediment to the expected effects favouring competition.

20.10 Tax proceedings

During January 2010, the Italian Internal Revenue Service – Regional Department of the Lombardy region (Agenzia delle Entrate - Direzione Regionale della Lombardia), commenced a tax audit for the financial year 2006 with respect to direct taxes, VAT and IRAP (the regional tax on productive activities) of Aurora Assicurazioni S.p.A. (merged with and into UGF as of September 1, 2007). Such audit was subsequently extended, with respect to limited facts, to the financial year 2005. As of the date of the Prospectus, the assessments are still ongoing and the amount of potential findings can thus not be estimated.

During February 2010, the Italian Internal Revenue Service – Head Department of the Emilia Romagna region (Agenzia delle Entrate - Direzione Regionale dell’Emilia Romagna), commenced a tax audit for the financial year 2007 with respect to direct taxes, VAT and IRAP of UGF and the related transactions of such period. As of the date of the Prospectus, the assessments are still ongoing and the amount of potential findings cannot be estimated.

20.11 Material changes in the financial or business situation of the Group after March 31, 2010

Except as set forth in Section One, Chapter IV of the Prospectus, the Issuer is not aware of any material changes to the financial or business situation of the Group after March 31, 2010.


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CHAPTER XXI ADDITIONAL INFORMATION

21.1 Share capital

21.1.1 Share capital issued and paid in

At December 31, 2009, the issued and paid-in share capital of the Issuer amounted to Euro 2,391,426,100, divided into 2,391,426,100 shares without nominal value, of which 1,479,885,786 are ordinary shares and no. 911,540,314 are preference shares.

As of the date of the Prospectus, the subscribed and paid-up share capital of the Issuer has not changed.

21.1.2 Securities not representative of share capital, their number and main characteristics

As of the date of the Prospectus, the Issuer has not issued any financial instruments that do not represent share capital.

21.1.3 Treasury shares

As of December 31, 2009, the Company held 86,642 treasury shares, of which 36,132 were held through the subsidiary UGF Assicurazioni.

Subject to the revocation of the previous authorization resolution for the purchase and/or sale of treasury shares of the Issuer and the controlling company approved by the Shareholders’ Meeting on April 22, 2009, on April 29, 2010, the Shareholders’ Meeting of UGF resolved to authorize the Board of Directors to purchase and/or sell (i) treasury shares, pursuant to Articles 2357 and 2357-ter of the Italian Civil Code, and (ii) shares of the controlling company Finsoe, pursuant to Article 2359-bis of the Italian Civil Code, in compliance with the respective acquisition fund and with the resolution of the Shareholders’ Meeting, for a period of 18 months from the date of such resolution.

As of the date of the Prospectus, neither the Issuer nor other UGF Group companies hold shares of the Issuer.

21.1.4 Amount of convertible or exchangeable bonds, bonds with warrants, including information on the terms and procedures for the conversion, exchange or subscription

As of the date of the Prospectus, the Issuer has not issued convertible or exchangeable bonds or bonds with warrants.

21.1.5 Rights and/or obligations to purchase the Company’s authorised but unissued share capital or share capital committment to the capital increase

Except as set forth below, as of the date of the Prospectus, there are no rights and/or obligations to purchase the Company’s authorised but unissued share capital.

The Extraordinary Shareholders’ Meeting held on April 29, 2010 resolved, among other things,

(i) to increase the share capital by way of contribution in cash and in a divisible manner (scindibile) for a maximum amount of Euro 400,000,000.00 (inclusive of any share premium), through the issuance, in one or more tranches, of ordinary and preference shares without nominal value, with regular beneficial ownership, to be offered on a pre-emptive basis to existing holders of ordinary shares and existing holders of preference


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shares, respectively, pursuant to Article 2441 of the Italian Civil Code, by no later than December 31, 2010, and to grant the Board of Directors broad power to determine procedures, terms and conditions of the capital increase (including, among other things, the power to determine the subscription price of the shares, the number of ordinary and preference shares to be issued and the subscription ratio taking into account the existing proportion between the class of existing shares at the time of the resolution authorising the capital increase);

(ii) to issue and to attach free of charge to every newly issued share mentioned above under (i) a warrant - a 2010-2013 Unipol Ordinary Share Warrant to every ordinary share and a 2010-2013 Unipol Preference Share Warrant to every preference share - and to provide that such warrants may be traded separately from the shares to which they are attached. The Warrants may be validly exercised until December 31, 2013 in accordance with the procedures set forth in the respective Warrant Regulations; and

(iii) to consequently increase the share capital by way of contribution in cash and in a divisible manner (scindibile), in one or more tranches, for a maximum of Euro 100,000,000.00 (inclusive of any share premium), through the issuance of ordinary and preference shares without nominal value and regular beneficial ownership, to be reserved for the exercise of the 2010-2013 Unipol Ordinary Share Warrants and the 2010-2013 Unipol Preference Share Warrants attached free of charge to the ordinary and preference shares, respectively, issued in connection with the share capital increase described in (i) above, by no later than December 31, 2010, and to grant the Board of Directors broad powers to determine the procedures, terms and conditions of the capital increase (including, among other things, the authority to determine the subscription price of the newly issued shares relating to the 2010-2013 Unipol Ordinary Share Warrants and the 2010-2013 Unipol Preference Share Warrants based on the same criteria set forth in (ii) above); to define the maximum number of 2010-2013 Unipol Ordinary Share Warrants and 2010-2013 Unipol Preference Share Warrants to be issued as well as the maximum number of new ordinary and preference shares to be issued in connection with such warrants, and consequently, the exercise ratio, taking into account the existing proportion between the class of existing shares at the date of the resolution authorising the Share Capital Increase;

(iv) to grant the Chairman of the Board of Directors and the Chief Executive Officer, separately and with the power to sub-delegate, the authority to comply with the formalities required by law, and in general to take any action for the complete execution of the resolutions, with every and any power necessary and appropriate, without exclusions and exceptions, including, among others, the widest authority to execute the authorised capital increases, and to take any action necessary or required, also with the express power, among others, to take any measures for their execution, and in particular to decide the terms of the stock exchange offer of the unexercised option rights in accordance with Article 2441, paragraph 3 of the Italian Civil Code and to sell, including to third parties, the ordinary and preferenceshares which remain unsubscribed following the stock exchange offer.

Based on the authority granted by the resolution of the Shareholders’ Meeting held on April 29, 2010, on June 17, 2010, the Board of Directors of the Issuer has resolved, among other things, to issue: (i) a maximum of 634,236,765 Ordinary Shares with the same characteristics of the ones outstanding, to be offered on a pre-emptive basis to the ordinary shareholders at a price of Euro 0.445 per each Ordinary Share, at the option ratio of 3 Ordinary Shares for every 7 ordinary shares held, as well as maximum of 97,574,886 Ordinary Conversion Shares for the exercise of maximum 634,236,765 2010 – 2013 Unipol Ordinary Share Warrants at a ratio of 2 Ordinary Conversion Shares for every 13 2010 – 2013 Unipol Ordinary Share Warrants for the exercise, at a price of Euro 0.720 for each Ordinary Conversion Share; and (ii) a maximum of 390,660,132 Preference Shares with the same characteristics of the ones outstanding, to be offered on a pre-


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emptive basis to the preference shareholders at a price of Euro 0.300 per each Preference Share, at the option ratio of 3 Preference Shares for every 7 preference shares held, as well as maximum of 60,101,558 Preference Conversion Shares for the exercise of maximum 390,660,132 2010 – 2013 Unipol Preference Share Warrants at a ratio of 2 Preference Conversion Shares for every 13 2010 – 2013 Unipol Preference Share Warrants for the exercise, at a price of Euro 0.480 for each Preference Conversion Share.

21.1.6 Pre-emptive offerings concerning the share capital of any Group members

As of the date of the Prospectus, there are no quotas of the share capital of UGF Group companies that have been pre-emptively offered or for which a conditional or unconditional offer has been decided.

21.1.7 Changes in the share capital during the past three financial years

In connection with the corporate reorganization of the UGF Group, Aurora Assicurazioni S.p.A. was merged with and into the Issuer on September 1, 2007, resulting in the capital increase of the Issuer in the amount of Euro 31,282,000, through the issuance of 19,361,240 ordinary shares and 11,920,450 preference shares in service for the merger consideration. Therefore, following the completion of the merger, the subscribed for and paid-in share capital of the Issuer amounted to Euro 2,391,426,100, divided into 2,391,426,100 shares without nominal value, comprising 1,479,885,786 ordinary shares and 911,540,314 preference shares.

On May 3, 2008, the Shareholders’ Meeting of the Issuer authorized a dividend distribution for a total amount of Euro 999,812,409.80, representing the partial distribution of annual profits and the issuance share premium reserve.

On April 29, 2010, the Shareholders’ Meeting of the Issuer adopted the resolutions set forth in Paragraph 21.1.5 of the Prospectus.

21.2 Articles of Association and Bylaws

21.2.1 Corporate purpose and objectives of the Issuer

The Company’s corporate purpose is described in Article 4 of the Bylaws, which provides as follows:

“1. The purpose of the Company is to acquire, privately, holdings in undertakings operating in the insurance, credit and financial sectors. In this context and likewise privately, the Company may also (i) coordinate the technical, administrative and financial work of the participating interests, (ii) grant corporate financing, (iii) act as an exchange rate broker and agent and (iv) receive, pay and transfer funds and debit and credit the relative charges and interest.

2. The Company may also provide services of an administrative, logistical, financial and actuarial nature and provide administrative technical support to the participating interests.

3. Expressly excluded from statutory activity are (i) providing surety in favour of third parties, on behalf of the Company itself or of participating interests, unless this activity is residual and is strictly instrumental in achieving the Company's aims and objectives (ii) carrying out the activities referred to in Article 106 of Legislative Decree 385 of 1 September 1993 vis-à-vis the public.

4. Also expressly excluded from the Company's activity are receiving savings income from the public and the provision of investment services in accordance with Legislative Decree 385 of 1 September 1993 and Legislative Decree 58 of 24 February 1998.


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5. Subject to the limits referred to in paragraph 3 of this Article, in order to achieve its purpose the Company may also carry out any operations in securities and property and any other activity deemed necessary or useful, contract loans and enter into any other type of debt and/or financial lease and grant liens on property, personal security, pledges, special liens and retentions of title, including free of charge both on its own behalf and in favour of third parties, including non-shareholders.

21.2.2 Summary of the provisions of the Issuer’s Bylaws regarding the members of the Board of Directors and the Board of Statutory Auditors

The following is a description of the main provisions in the Bylaws regarding the members of the Board of Directors and the Board of Statutory Auditors of the Issuer. For further information, see the Bylaws of the Company and applicable law.

Board of Directors

Pursuant to Article 10 of the Bylaws, the Company shall be managed by a Board of Directors composed of a minimum of 15 and a maximum of 25 members to be appointed by the Shareholders’ Meeting, which also shall determine their number, in accordance with the following procedures.

The Directors shall remain in office for three financial years or such shorter period as determined by the Shareholders’ Meeting upon the nomination, and may be re-elected.

Pursuant to Article 12 of the Bylaws, the validity of the resolutions of the Board of Directors is governed by Article 2388 of the Italian Civil Code.

Pursuant to Article 13 of the Bylaws, the Board of Directors is vested with the broadest ordinary and extraordinary administration powers of the Company. It is thus entitled to take any action, including the sale of assets, which it deems appropriate to fulfil the corporate purpose, except for those powers expressly reserved by law to the Shareholders’ Meeting.

The Board of Directors has the power to adopt resolutions regarding:

- the merger and demerger of subsidiaries as permitted by law;

- the reduction of the share capital in case of withdrawal of the Shareholder;

- the adjustment of the Bylaws to statutory provisions;

- the issuance of non-convertible debt.

In compliance with the relative statutory provisions, the Board of Directors may delegate part of its powers to an Executive Committee composed of a number of its members, or to one or more Chief Executive Officers, who shall represent the Company, within the limits of powers granted to them. The Board of Directors shall determine the relative compensation upon consultation with the Board of Statutory Auditors.

The Board of Directors may at any time revoke such delegated powers. It may also create internal commissions and committees that it deems appropriate and necessary for the proper functioning of the Company.

The delegated bodies shall ensure, in particular, the adequacy of the organizational, administrative and accounting structure with respect to the corporate nature and size and shall provide quarterly reports to the Board of Directors and the Board of Statutory Auditors on the general management trend and the expected development as well as on transactions carried out by the Company and its subsidiaries that are material due to their size or characteristics.

Each Director may demand that the corporate bodies disclose information on the management of the Company to the Board of Directors.


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Pursuant to Article 14 of the Bylaws, the Chairman, and in the event of his absence or impediment, the Deputy Chairman shall be authorized to represent the Company, including active and passive representation in administrative or judicial legal proceedings, before special judges and the Constitutional Court; the appointment of defence lawyers for the Company through the granting of powers of attorney, including special and general powers of attorney in lawsuits.

Procedure for the appointment of the Board of Directors

Pursuant to Article 10 of the Bylaws, the members of the Board of Directors are appointed based on lists presented by the shareholders entitled to vote during the relevant resolutions of the Shareholders’ Meeting. In each list the candidates must be listed by progressive numbering.

Each list shall include at least two candidates meeting the independence requirements prescribed by law and applicable regulations, under penalty of annulment, and shall indicate them separately and place one at the top of the list.

The lists shall be presented, as indicated in the notice calling the Shareholders’ Meeting, at the registered office of the Company and be available to anybody upon request. The lists shall be submitted, under penalty of annulment, at least fifteen days prior to the date of the first call for the Shareholders’ Meeting, except as otherwise provided by mandatory law or regulations.

Each shareholder, shareholders who are party to a material shareholders’ agreement pursuant to Article 122 of Testo Unico, the controlling entity, the controlled companies and the companies subject to mutual control pursuant to Article 93 of Testo Unico may not submit or contribute to the submission of more than one list, including through an intermediary or fiduciary company, and may not vote, including through an intermediary or fiduciary company, lists other than the list submitted or with respect to which they contributed to the submission and each candidate may appear on only one list under penalty of being declared ineligible. Adhesions and votes expressed in violation of such prohibition shall not be attributed to any list.

Shareholders who, individually or together with other shareholders own shares representing at least the shareholding percentage determined in compliance with applicable law and regulations and to be published in the calling notice, shall be entitled to submit lists.

Together with each list and within the timeframe set forth above, the following shall be submitted: (i) the required certification by an authorized intermediary, as defined by applicable law, giving evidence of the ownership of the required number of shares to submit a list; (ii) the statement of acceptance by each candidate of the candidacy and through which he/she declares, under the shareholder’s own responsibility, that no reasons for ineligibility or incompatibility exist, and that the requirements prescribed for such mandate are satisfied; (iii) a curriculum vitae of each candidate setting forth the personal and professional characteristics of the candidates and the statement that the independence requirements are met, and (iv) any further information required by the law or regulations set forth in the calling notice of the Shareholders’ Meeting.

Lists not meeting the above statutory requirements shall be deemed not submitted.

Each person entitled to vote may vote for only one list.

The election of the Board of Directors shall proceed as follows:

a) from the list that obtained the majority of votes by shareholders (the “Majority list”), there shall be drawn, based on the progressive ordering of the list, nine tenths of the Directors to be appointed, with fractional numbers rounded up; in case of a tie of votes, a new ballot shall be held by the Shareholders’ Meeting and the Majority list with the highest number of votes shall be deemed elected;

b) the remaining Directors shall be drawn from the other lists (the “Minority list(s)”). To this end, the votes obtained by such Minority list shall be divided successively by one, two or three, based on the progressive number of the Directors to be appointed.


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The resulting ratios are assigned progressively to candidates from each Minority list in the respective order established by each list.

The ratios thus assigned to candidates from the Minority lists are arranged in a single ranking in decreasing order. Those with the highest ratios will be appointed until the number of Directors to be appointed is reached.

In the event that more than one candidate obtained the same ratio, the candidate on the Minority list from which no Director has been appointed or from which the lowest number of Directors has been elected, will be appointed. If none of such lists has elected a Director, or if all lists have elected the same number of Directors, the candidate who obtained the highest number of votes within those lists will be elected. If there is a tie in list voting, assuming ratios are the same, the entire Shareholders’ Meeting will participate in a new election and the candidate obtaining the majority of votes will be appointed.

If only one or no list is presented, the Shareholders’ Meeting shall apply the majorities provided by law regardless of the procedures set forth above.

The replacement of one or more Directors during the term shall proceed as follows in accordance with Article 2386 of the Italian Civil Code, provided that the majority of Directors continues to be composed of Directors appointed by the Shareholders’ Meeting:

i) the Board of Directors appoints the replacing Directors among the candidates belonging to the list from which the Directors to be replaced were drawn, in numerical order starting from the first non-elected candidate, provided, however, that if the substitute Director is required to meet the independence requirements, the first independent unelected candidate from the list shall be appointed;

ii) should no unelected candidates remain on the list, the Board of Directors shall appoint substitute candidates without following the process described under (i) above.

If the majority of Directors appointed by the Shareholders’ Meeting cease to carry out the mandate, the entire Board is deemed to have resigned and the Shareholders’ Meeting shall be convened as soon as possible by the remaining Directors so as to re-appoint the Board in accordance with the procedures described above.

If the number of Directors is lower than the maximum provided in this Article, the Shareholders’ Meeting may, during the term of the Board, increase the number up to the authorized maximum number of Directors. The appointment of the additional members of the Board and the resolutions for the replacement of the Directors pursuant to Article 2386 of the Italian Civil Code shall take place without lists and with the majority thresholds provided by law, ensuring the presence in the Board of Directors of at least two members meeting the independence requirements set forth by applicable law provisions and regulations.


Pursuant to Article 17 of the Bylaws, the Board of Statutory Auditors is composed of three Statutory Auditors and two Alternate Auditors.

Procedure for appointment of the members of the Board of Statutory Auditors

The appointment of the Board of Statutory Auditors shall be based on lists submitted by Shareholders entitled to cast their vote in the respective resolutions of the shareholders’ meeting, pursuant to the procedures and limitations described below. In each list candidates shall be listed by progressive numbering. The list shall be comprised of two sections, one for the candidates to be appointed Statutory Auditors and the other for candidates to be appointed Alternate Auditors. The list shall include at least one candidate for office of Statutory Auditor and one candidate for the office of Alternate Auditor, and may include up to a maximum of three candidates for the office of Statutory Auditor and for the office of Alternate Auditor, respectively.


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The lists submitted by the Shareholders must be submitted in accordance with the instructions set forth in the calling notice of the Shareholders’ Meeting, at the Company’s registered office and be made available to anyone upon request. The submission must be made at least fifteen days prior to the date set for the Shareholders’ Meeting on first call, subject to different terms provided by mandatory law or regulations.

Each shareholder, shareholders who are party to a material shareholders’ agreement pursuant to Article 122 of Testo Unico, the controlling entity, the controlled companies and the companies subject to mutual control pursuant to Article 93 of Testo Unico may not submit or contribute to the submission of more than one list, including through an intermediary or fiduciary company, and may not vote, including through an intermediary or fiduciary company, lists other than the list submitted or with respect to which they contributed to the submission and each candidate may appear on only one list under penalty of being declared ineligible. Adhesions and votes expressed in violation of such prohibition shall not be attributed to any list.

Shareholders who individually or together with other Shareholders own shares representing at least the shareholding percentage determined in compliance with current law and regulations applicable to the election of the Board of Statutory Auditors of the Company may submit lists.

Together with each list and within the timeframe set forth above, the following shall be submitted: (i) the required certification by an authorized intermediary, as defined by applicable law, giving evidence of the ownership of the required number of shares to submit lists; (ii) the statements of acceptance by each candidate of the candidacy and through which he/she declares, under the shareholder’s own responsibility, that no reasons for ineligibility or incompatibility exist, and that the requirements prescribed for such mandate are satisfied, including that the relevant law and regulatory provisions on holding several positions are complied with; (iii) a curriculum vitae of each candidate setting forth the personal and professional characteristics of the candidates, and (iv) any further information required by laws or regulations set forth in the calling notice of the Shareholders’ Meeting.

Lists not meeting the above statutory requirements shall be deemed not submitted.

Each shareholder entitled to vote may vote for only one list.

Ineligible or incompatible candidates or candidates who result being ineligible or incompatible or do not meet the requirements set by applicable law or who hold offices in excess of the number set by applicable law and regulations may not be included in the lists.

The required three-year professional experience shall include:

a. professional activities or university lecturing in law, business, financial or technical-scientific matters closely related to the business of the Company; or

b managerial positions in public entities or administrations in the credit, financial and insurance sectors or in sectors closely related to the business of the Company or the group of companies controlled by the Company.

The areas deemed to be closely related to the business of the Company or the group of companies controlled by the Company shall include those areas set forth in (a) above which relate to insurance, banking and financial activities and the activities relating to economic sectors closely connected to the insurance and banking sectors as well as investment, payment and financing services.

Economic sectors closely connected to the insurance sector shall be deemed to include companies, which may become subject to the control of insurance companies.

The election of the members of the Board of Statutory Auditors shall proceed as follows:

1. from the list that obtained the majority of votes in the Shareholders’ Meeting, based on the progressive numbering of the list, two Statutory Auditors and one Alternate Auditor shall be drawn;


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2. the remaining Statutory Auditor and Alternate Auditor shall be drawn from the minority list which obtained the majority of votes in the Shareholders’ Meeting, based on the progressive numbering of the candidates in such list (the “Minority list”). In the event of a tie between Minority lists, the candidates of the list submitted by the Shareholders with the highest shareholdings or, in subordinate, the candidates of the list submitted by the majority of Shareholders, shall be appointed.

The first candidate listed in the Minority list shall be appointed as Chairman of the Board of Statutory Auditors.

The mandate of the member of the Board of Statutory Auditors shall cease in the cases provided by applicable law and upon failure to maintain the statutory requirements for the appointment.

In the event of replacement of a Statutory Auditor, the replacing Alternate Auditor shall be drawn from the same list of the Statutory Auditor to be replaced. In the event of replacement of both the Statutory Auditor and Alternate Auditor drawn from the same Minority list, the successive candidate listed in the same list or, alternatively, the first candidate of the Minority list which obtained the second highest number of votes, shall be appointed.

If only one or no list is presented, the Shareholders’ Meeting shall apply the majorities provided by law.

21.2.3 Rights, privileges and restrictions relating to each existing class of shares

Pursuant to Article 5 of the Bylaws “The share capital is €2,391,426,100 divided into 2,391,426,100 registered shares, without nominal value, 1,479,885,786 of which are registered ordinary shares and 911,540,314 are registered preference shares.

If the capital is increased by means of an increase in the number of shares, the increase will involve the simultaneous issue of shares in the categories existing from time to time and in the proportions already pertaining between said categories.

The shares to be issued in each category will be booked to reserves as an option on shares in the same category.”

Pursuant to Article 9 of the Bylaws, “preference shares confer no right to vote on resolutions relating to matters that must be discussed at Ordinary Shareholders’ Meetings”.

Pursuant to Article 19 of the Bylaws “10% of the net profit shown on the Company’s annual accounts, up to one fifth of the Share Capital, is allocated to the legal reserve as a priority.

When the allocation referred to above has been made, the Shareholders’ Meeting will allocate the rest of the net profits as follows:

a. one quota to the extraordinary reserve or to other special funds;

b. one quota to the dividend to be paid on preference shares up to the amount of €0.0362 for each preference share.

The remainder of this quota is allocated to paying a dividend on the ordinary shares up to the amount of €0.0310 for each ordinary share.

When the allocations referred to above have been made, the remaining part of the net profit, allocated to dividends, will be divided pro rata between the two categories of shares.

For both categories of shares the dividends may not be carried forward from one financial year to the next.

If the share capital is increased free of charge, the dividends to be paid on preference shares and on ordinary shares may be reduced provided that there is still a difference of €0.0052 in favour of the preference shares, but in any case subject to a minimum of €0.0258 for each preference share and €0.02060 for each ordinary share.


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The aforesaid being understood, should either stock consolidation or stock split occur (as well as in case of operations involving capital different from the above mentioned capital increase free of charge, where necessary in order not to change the Shareholders’ rights in respect of the event in which shares had nominal value) the fixed amounts per share, as mentioned in the preceding paragraphs, will be modified accordingly.

The Shareholders’ Meeting may also vote to make extraordinary allocations of net profits by issuing shares to be allocated individually to the Company’s employees in accordance with Article 2349 of the Civil Code.

The Board of Directors may resolve, during the financial year, to distribute advances on the dividends, in compliance with current legislation.

Once a year the Board may allocate an amount not exceeding 1% of the net profit for the previous year announced at the Shareholders' Meeting to the social, welfare and cultural fund.”

In accordance with the free allocation plans in favour of the UGF Group employees, a total number of 623,546 ordinary Unipol shares have been allotted to employees of the Issuer (of which 423,954 were assigned on June 1, 2007 and 267,439 were assigned on June 1, 2008). Such shares are subject to a lock-up period of three years from the date of allotment. For additional information see Section One, Chapter XVII, Paragraphs 17.2 and 17.3 of the Prospectus.

21.2.4 Statutory provisions for the amendment of shareholders’ rights

Pursuant to Article 5 of the Bylaws, any amendment to the Bylaws which would entail a change to the existing proportion between the class of ordinary shares and the class of preference shares, or the respective economic or administrative rights must be approved by the special Shareholders’ Meeting of the respective class or classes of shares, as defined by applicable law.

21.2.5 Statutory provisions for the Issuer’s ordinary and extraordinary Shareholders’ Meeting

Below is a description of the main statutory provisions regarding the ordinary and extraordinary Shareholders’ Meeting of the Issuer.

For further information, see the Bylaws of the Company and applicable law.

Calls

Pursuant to Article 8 of the Bylaws, the Shareholders’ Meetings are convened in accordance with the formalities required by applicable law, at the registered office or any other location in Italy as indicated in the calling notice which shall be published within the time periods set forth by applicable law or alternatively in one of the following newspapers: “Il Sole 24 Ore”, “Milano Finanza”, “La Repubblica” or “Il Corriere della Sera”, or the Official Gazette of the Italian Republic. The calling notice may set other dates for the second, third and following calls, if any, to be held if the respective required presence quorum has not been reached at the prior call.

The ordinary Shareholders’ Meeting shall be held at least once a year for the approval of the financial statements no later than 120 days, or where permitted by law, 180 days following the end of the financial year.

The Shareholders’ Meeting may also be called, subject to a notice to the Chairman of the Board of Directors, by the Board of Statutory Auditors or at least two members thereof.

The Board of Directors shall call the ordinary or extraordinary Shareholders’ Meeting without delay upon request by shareholders entitled to vote representing at least 10% of shares outstanding, provided that such request includes the agenda to be discussed. The shareholders may not request a Shareholders’ Meeting with respect to items to be resolved upon by the


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Shareholders’ Meeting which must, in accordance with applicable law, be proposed by the Directors or are based on a project or report proposed by such Directors.

Right of participation and representation

Pursuant to Article 9 of the Bylaws, shareholders entitled to vote in the Shareholders’ Meeting may participate in the Shareholders’ Meeting provided that they received the notice indicated in Article 2370 of the Italian Civil Code at least two business days prior to the date set for the Shareholders’ Meeting.

The preference shares are not entitled to vote on matters reserved by law to the ordinary Shareholders’ Meeting.

Each share entitles the relevant holder to one vote.

21.2.6 Statutory provisions that may delay, postpone or prevent a change of control of the Issuer

As of the date of the Prospectus, the Bylaws do not include any provisions that may delay, postpone or prevent a change of control of the Issuer.

21.2.7 Statutory provisions concerning a change of control or a change of the material equity investments

The Bylaws do not include specific provisions relating to disclosure obligations with respect to shareholdings in the share capital of the Issuer. Applicable law provides for disclosure obligations if certain shareholding ownership thresholds are exceeded.

21.2.8 Statutory provisions concerning changes to the share capital

Except as set forth in Paragraph 21.2.4. above, the Bylaws do not provide for more restrictive conditions than the provisions of applicable law with respect to changes to the share capital.


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CHAPTER XXII MAIN AGREEMENTS

22.1 BNL Vita – Bancassurance Partnership between the UGF Group and the BNP Paribas group

Over the course of 2006, UGF and BNP Paribas entered into a partnership agreement for the development of a bancassurance business collaboration in the Life business to be carried out through BNL Vita. In connection with the partnership and its execution, the following agreements were entered into in 2007:

- a share purchase agreement for the acquisition of an additional 1% of BNL Vita by UGF;

- an exclusive distribution agreement for the insurance products of BNL Vita through the sales network of Banca Nazionale del Lavoro. This agreement will expire on December 31, 2011 and will be tacitly renewed for additional five-year periods unless terminated by a 12-months’ notice by either party (the “Distribution Agreement”);

- a put option agreement pursuant to which BNP Paribas granted UGF an option right for the sale of the entire shareholding held by UGF in BNL Vita, amounting to 51% of the share capital (the “Shareholding”), which is exercisable until the ninetieth calendar day following:

(i) the date on which the above mentioned Distribution Agreement ceases to be effective due to the termination notice sent by either of the contractual parties, or

(ii) the date of rescission of the Distribution Agreement for any reason.

Pursuant to the agreements entered into in 2007, in case of the exercise of the mentioned put option by UGF, the aggregate consideration for the acquisition by BNP Paribas of the shareholding in BNL Vita would have been equal to the pro quota amount of the economic capital of BNL Vita on the exercise date, determined by an audit firm appointed by the parties, and using a complex capital method with an independent estimate of the value of goodwill.

Given the different strategic visions regarding the future development of the partnership and the direct growth path of the BNP Paribas group in the Italian bancassurance segment, as a result of which the possibility of a renewal of the Distribution Agreement beyond its expiry date on December 31, 2011 was improbable, in the second half of the financial year 2009 UGF and BNP Paribas commenced discussions aimed at verifying the possibility of determining, now for then, the procedures for the termination of the partnership, and in particular with respect to the Shareholding, which in case of termination of the Distribution Agreement would lose its strategic importance for the Issuer.

For such purpose, on December 22, 2009, UGF and BNP Paribas have supplemented the agreements governing the functioning of the existing partnership between the two groups by entering into a new option agreement pursuant to which the following are granted:

- to BNP Paribas, a call option for the Shareholding at an exercise price of Euro 280.5 million, exercisable in the period between July 1, and July 15, 2011 (included);

- to UGF, a put option for the Shareholding at an exercise price of 270.3 million, exercisable in the period between July 16, and July 29, 2011 (included).

The above consideration payments, which would enable UGF to obtain a satisfying return on the investment in BNL Vita, have been determined based, with regard to the Issuer, on internal valuations, including projections, carried out by the competent offices without the support of financial advisors and/or fairness opinions by third parties.

In case of exercise of the options, the subsequent transfer of the Shareholding will be subject to the receipt by the BNP Paribas group of all necessary legal authorisations and could take place starting from December 15, 2011. On such occasions, the parties also reiterated that the governance of BNL Vita and the distribution of its insurance products by the BNP Paribas group will continue to


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be governed by the agreements currently in force and entered into over the course of 2007 up to their expiry.

22.2 Gruppo Assicurativo Arca – Bancassurance partnership between the UGF Group and the BPER and BPSO groups

On December 24, 2009, following an auction process to determine one or more insurance partners for Gruppo Assicurativo Arca, UGF entered into an agreement with Banca popolare dell’Emilia Romagna, several companies controlled by it and Banca Popolare di Sondrio, subsequently supplemented by deed of amendment on February 3, 2010, for the acquisition by UGF, directly, of 60% of the share capital of Arca Vita, at a price of Euro 274 million, and indirectly through Arca Vita, of an additional 28.95% of the share capital of Arca Assicurazioni, of which Arca Vita already holds 64.08%, for a consideration of Euro 43.42 million. At the date of the signing of the purchase agreement, the remaining part of the share capital of Arca Vita not covered by the sale (amounting to 40%) was divided between BPER, BPSO and other third party bank institutions (the latter holding 5.12%), while the remaining part of the share capital of Arca Assicurazioni, which was not being acquired nor held by Arca Vita (amounting to 6.97%), was divided between third party bank institutions. Following certain amendments to the bylaws approved by the shareholders’ meeting of Arca Vita and Arca Assicurazioni, certain bank institutions which were shareholders of Arca Assicurazioni and Arca Vita exercised their right of withdrawal pursuant to the Italian Civil Code; as a result and in consideration of the above, the capital structure of Arca Vita and Arca Assicurazioni will be modified following the liquidation procedure of the withdrawing shareholders.

The criteria followed for the determination of the above-mentioned considerations are in accordance with general national and international practice for the valuation of companies operating in the insurance industry. In particular, in order to increase the value of Arca Vita, a method was used which estimates the so-called Appraisal value, composed of Embedded value and New business value; in order to increase the value of Arca Assicurazioni, in turn, a complex equity method with an independent estimate of goodwill value for the banking channel was used.

The above valuations were supported by a fairness opinion issued by Mediobanca, which certifies the adequacy of the economic value allocated to Arca Vita and Arca Assicurazioni from a financial point of view.

The consideration for the acquisition of Gruppo Assicurativo Arca, to be paid on the closing date, may be reduced or increased on such date upon the occurrence of specific circumstances (such as distribution of reserves or dividends by Arca Vita or Arca Assicurazioni, if any, or changes to shareholders’ equity of Arca Vita and Arca Assicurazioni between June 30, 2009 and December 31, 2009) and could be subject to further upward or downward adjustments, payable over time, subject to the fulfilment of agreed objectives linked to the performance of Arca Vita and Arca Assicurazioni in the period between 2010 and 2019. In particular, the objectives underlying such adjustments are: (i) premiums from new production for Arca Vita and (ii) the technical margin net of commissions for Arca Assicurazioni. Finally, it should be noted, that the consideration does not take into account expenses borne by Arca Vita and Arca Assicurazioni in connection with the liquidation process of shareholders who exercised their withdrawal rights.

This consideration will be paid by UGF with own funds, using in particular the liquidity available in its bank accounts at UGF Banca, which will, as a result, reduce its interbank deposits. In this respect, it should be noted that as of the date of the Prospectus and based on available information, given the results of the 2009 financial statements of Arca Vita and Arca Assicurazioni and the dividend distribution approved by the shareholders’ meeting of Arca Vita on April 29, 2010, the consideration for the acquisition of Arca Vita will be reduced from 274 million to Euro 269.8 million while the consideration for the indirect acquisition of the stake in Arca Assicurazioni will be reduced from Euro 43.4 million to Euro 43.3 million.


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The closing of the transaction is subject to the fulfilment of the following conditions precedent by the 180th day following the signing of the agreement (which took place on December 24, 2009) (except for the right to grant an extension for an additional period of three months upon request by one of the parties): (i) the receipt of the necessary authorisations from the Antitrust Authority (Autorità Garante della Concorrenza e del Mercato) and (ii) the receipt of the authorisations for the transaction by ISVAP and IFRSA.

On March 30, 2010, the Antitrust Authority stated that no investigation will be commenced with respect to the transaction. On the basis of decrees issued on May 28, 2010 and June 4, 2010, ISVAP authorised the acquisition transaction, and on May 31, 2010 ISFRA stated that it did not have any objections to the acquisition by UGF of the indirect control of Arca Vita International Limited.

The agreement provides that the closing of the acquisition transaction (i.e. payment of the purchase price and transfer of the securities) will take place on the tenth working day following the sending of the notice by the acquiring party to the sellers that the last condition precedent has been met, unless otherwise agreed upon by the parties.

The agreement includes specific representations and warranties regarding title to the shares and the lack of encumbrances and pledges thereon, as well as the other standard representations and warranties relating to Gruppo Assicurativo Arca for similar transactions (except for those regarding the current and projected results of operations and financial condition or the adequacy of insurance reserves or the achievement of the results set forth in the Business Plan). The indemnification obligations, assumed severally by the sellers, are subject to the standard limitations for similar transactions. The agreement does not provide for funds to be held in escrow as guarantee for the obligations undertaken by the sellers.

As of the date of the Prospectus, it is expected that the closing of the transaction will occur by June 30, 2010.

Pursuant to the provisions of the agreement, the following additional contractual documents will be signed by the parties on the closing date:

• a shareholders’ agreement between EM.RO Popolare S.p.A. (a subsidiary of BPER), BPSO and UGF regarding the governance of Gruppo Assicurativo Arca and its capital structure following the entry of UGF in the share capital of Arca Vita.

Pursuant to the provisions of the shareholders’ agreement, the control of Arca Vita, Arca Assicurazioni and the other companies of Gruppo Assicurativo Arca will be exercised by UGF. In particular, (i) the Chief Executive Officer of Arca Vita and Arca Assicurazioni will be chosen among the directors indicated by UGF; and (ii) the majority of directors of Arca Vita and Arca Assicurazioni will be indicated by UGF, provided, however, that certain resolutions of the shareholders’ meeting or the board of directors shall require a qualified majority, including amendments to the bylaws, the approval of extraordinary transactions and the entering into brokerage agreements mainly at the local level with competing banks of the group companies BPER and BPSO for insurance products other than the products of Gruppo Assicurativo Arca;

• distribution agreements with a renewable term of ten years, to be entered into by Arca Vita, Arca Assicurazioni and Arca Vita International Ltd. (an Irish law company wholly-owned by Arca Vita), on the one hand, and the group banks BPER and BPSO, on the other hand, for the distribution of insurance products of such companies through their respective banking networks.

In this respect, pursuant to Article 11 of the agreement dated December 24, 2009, UGF undertook to ensure that the companies of the UGF Group and the companies of Gruppo Assicurativo Arca will not enter into distribution agreements for insurance products with certain competing banks, mainly at a local level, of the group companies BPER and BPSO, while they committed for the duration of the mentioned distribution agreements, to


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exclusively distribute the products of Gruppo Assicurativo Arca, to the extent permitted by law (including Legislative Decree 223/2006, Legislative Decree 7/2007 and the so-called MIFID law), with certain exceptions. In particular, the exclusivity regime shall not apply to: (i) insurance activities performed through bank branches acquired during the term of the distribution agreements if conducted in accordance with distribution agreements in force at the time of the acquisition; (ii) ancillary insurance products to financial products of third parties distributed or recommended by the banks; (iii) existing collective policies and collective policies linked to the placement of standard bank products or to bank employees; (iv) non-“standardized” products which the parties agree not to develop together;

• a private deed between EM.RO Popolare S.p.A. (together with the controlling company BPER), BPSO and UGF, aimed at governing the granting of mutual call options for the respective shareholdings to be held by each of the selling parties and UGF held in Arca Vita, exercisable upon the occurrence of specific circumstances which result in the dissolution of the partnership, at a price determined pursuant to agreed criteria.

Arca Vita and Arca Assicurazioni, following their acquisition, will strengthen the operations of the UGF Group in the bancassurance Life and Non-Life segment through the commencement of a long-term relation with Italian banks, characterised by a distribution network of over 2000 branches as well as by important affinity of values and market, which will replace the bancassurance partnership currently in force between UGF and the BNP Paribas group in case of its expiration, albeit with a lower premium income in the short term. These companies will be able to constitute the bancassurance platform for the clients of BPER, BPSO and the other bank shareholders that might be interested, and will be open to other related banks acceptable to UGF as well as to BPER and BPSO. Such platform will be able to use the existing competences of Arca Vita and Arca Assicurazioni, to which the UGF Group will be able to contribute its industrial, management and commercial capabilities, with the aim of best serving the clients mentioned above by contributing its experience in the management of bancassurance relations and the development of the appropriate insurance products for such distribution channel.

Gruppo Assicurativo Arca is an insurance entity active in both the Non-Life and Life segments, and its main companies are Arca Vita, Arca Vita International and Arca Assicurazioni.

In the financial year 2009, Gruppo Assicurativo Arca recorded a profit pertaining to the group of Euro 16.6 million, an increase of 62.7% compared to Euro 10.2 million at the end of 2008. In the financial year 2009, net earned premiums of Gruppo Assicurativo Arca amounted to Euro 521.8 million, an increase of 3.2% compared to Euro 505.5 million at the end of 2008. As of December 31, 2009, its staff was composed of 280 employees.

The table below sets forth a summary of the balance sheet of Gruppo Assicurativo Arca relating to the periods ended December 31, 2009 and 200847.

47 The financial and economic data set forth in this paragraph is derived from the consolidated financial statements of Arca Assicurazioni.


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GRUPPO ASSICURATIVO ARCA

BALANCE SHEET


ASSETS 31/12/2009 31/12/2008

Intangible assets 9.7 9.7

Tangible assets 9.5 9.1

Technical provisions – reinsurers’ share 56.1 40.2

Investments 3,529.5 2,952.9

Receivables 20.0 15.4

Other assets 43.8 66.0

Cash and cash equivalents 216.0 361.6

Total assets 3,884.5 3,454.9

SHAREHOLDERS’ EQUITY AND LIABILITIES 31/12/2009 31/12/2008

Shareholders’ equity 245.5 169.1

Amounts set aside 0.5 0.4

Technical provisions 2,619.1 2,300.3

Financial liabilities 957.4 932.8

Payables 46.3 35.9

Other liabilities 15.7 16.4

Total Shareholders’ Equity and Liabilities 3,884.5 3,454.9

The table below sets for a summary of the income statement of Gruppo Assicurativo Arca relating to the periods ended December 31, 2009 and 2008.


INCOME STATEMENT


INCOME STATEMENT 31/12/2009 31/12/2008

Net earned premiums 521.8 505.5

Commissions and fees receivable 18.3 27.1

Income and charges arising out of financial instruments recorded at fair value through profit or loss 10.8 (14.3)

Income arising out of shareholdings in subsidiaries, associates and joint ventures 0.1 0.0

Income arising out of other financial instruments and investments in property 96.9 113.6

Other income 6.0 5.2

Total Income and Proceedings 654.1 637.0

Net charges relating to claims (543.9) (515.7)

Commissions and fees payable (8.6) (10.6)

Charges arising out of shareholdings in subsidiaries, associates and joint ventures (0.1) 0.0


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INCOME STATEMENT


Charges arising out of other financial instruments and investments in property (16.3) (36.1)

Operating expenses (46.0) (39.6)

Other costs (18.8) (14.1)

Total Costs and Charges (633.6) (616.1)

Profit (Loss) for the period before taxation 20.5 21.0

Taxation (6.1) (7.8)

Profit (Loss) for the period net of tax 14.4 13.2

Pertaining to the Group 16.6 10.2

Pertaining to minority interests (2.2) 2.9

22.3 Financing agreements

For a description of the main financing agreements granted to the UGF Group, see Section One, Chapter X and Section Two, Chapter III, Paragraph 3.2 of the Prospectus.

22.4 Option agreements relating to Finsoe shares

As of the date of the Prospectus, the Issuer is a party to an option agreement with J.P. Morgan Securities Ltd., pursuant to which:

- J.P. Morgan Securities Ltd. has the option to sell to UGF, on July 30, 2010, 30,646,000 ordinary shares of Finsoe held by it, at a base price per share of Euro 1,1558 which price is subject to adjustments depending on possible dividend distributions by Finsoe; and

- UGF has the option to purchase at any time on or before July 30, 2010, the above-mentioned shares at the price stated above.


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CHAPTER XXIII INFORMATION PROVIDED BY THIRD PARTIES, EXPERTS’ OPINIONS AND STATEMENTS OF INTEREST

23.1 Experts’ reports and opinions

Except as stated otherwise, no opinions or reports by experts have been issued.

23.2 Information provided by third parties

Where so stated, the information included in this Prospectus was provided by third parties. The Company confirms that such information was faithfully reproduced by the Company and, to the management’s best knowledge, also on the basis of information published by third parties, no facts have been omitted which could render such information inaccurate or misleading.


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CHAPTER XXIV DOCUMENTS AVAILABLE TO THE PUBLIC

The following documents may be consulted at the registered office of the Issuer or Borsa Italiana, as well as on the internet website of the Company www.unipolgf.it:

- Articles of association and By-laws.

- Corporate Governance Code of the Group.

- Annual Report on Corporate Governance and Ownership 2009.

- Annual accounts and consolidated financial statements as of December 31, 2007, 2008 and 2009 with the related Auditors’ Report by the Independent Auditors.

- Consolidated interim report on operations relating to the periods ended March 31, 2009 and March 31, 2010, the latter together with the report on the limited accounting review issued by the Independent Auditors with respect to the consolidated condensed interim financial statements.

- Information documents prepared pursuant to Article 84-bis of the Issuers Regulation and relating to the 2007 plan of free allocation of ordinary shares of the Issuer to all employees with a non-fixed term work contract and the 2008 plan of free allocation of ordinary shares of the Issuer to all employees who on September 1, 2007 were employed by Aurora Assicurazioni S.p.A., a subsidiary at that time.

- Prospectus.


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CHAPTER XXV INFORMATION ON SHAREHOLDINGS

For further information on the shareholdings held by the Issuer, see Section One, Chapter VII, Paragraph 7.2 of the Prospectus.


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SECTION TWO


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CHAPTER I RESPONSIBLE PERSONS

See Section One, Chapter I, Paragraph 1.1 of the Prospectus.


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CHAPTER II RISK FACTORS

For a detailed description of the specific Risk Factors associated with the offered financial instruments, see Section One, Chapter IV of the Prospectus.


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CHAPTER III ESSENTIAL INFORMATION

3.1 Statement regarding working capital

As of the date of the Prospectus, the UGF Group deems that it has working capital to an extent suitable to meet its own current requirements for at least 12 months from the date of the Prospectus.

3.2 Own funds and indebtedness

The following shows the composition of shareholders’ equity of the UGF Group as of March 31, 2010 and December 31, 2009, 2008 and 2007.

COMPOSITION OF SHAREHOLDERS’ EQUITY OF THE UGF GROUP


31/03/2010 31/12/2009 31/12/2008 31/12/2007 % var. 2010/2009

% var. 2009/2008

% var. 2008/2007

Share capital 2,391 2,391 2,391 2,391


Accumulated earnings and other reserves

157 929 833 630 -83.1% 11.5% 32.3%

(Own shares) (0) (0) (0) 0 n.r.

Profits or losses on financial assets available for sale

(324) (393) (1,326) (680) -17.6% -70.3% 94.9%

Other profits or losses recorded in the equity direct

(2) 11 21 21 n.r. -47.6% 0

Profit (loss) for the year pertaining to the Group

(7) (772) 93 389 -99.1% n.r. -76.2%

Own funds pertaining to the UGF Group

3,636 3,585 3,433 4,988 1.4% 4.4% -31.2%

The following table sets forth total indebtedness of the UGF Group as of March 31, 2010 and as of December 31, 2009, 2008 and 2007.


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INDEBTEDNESS OF THE UGF GROUP


31/03/2010 31/12/2009 31/12/2008 31/12/2007 % var. 2010/2009

% var. 2009/2008

% var. 2008/2007


Debt securities issued 2,752 2,708 1,800 2,273 1.6% 50.4% -20.8%

Payables to banking customers 5,020 5,122 4,418 4,664 -2.0% 15.9% -5.3%




Total net indebtedness 9,601 9,494 7,915 6,564 1.1% 19.9% 20.6%

As of the date of the Prospectus, there are no significant discrepancies from the amounts shown in the table above.

The main long-term financial liabilities of the UGF Group include certain conditions for the issuing companies, described below.

With respect to the Euro Medium Term Notes programme of the Issuer (see Section One, Chapter X, Paragraph 10.1 of the Prospectus), the main conditions include:

- Negative pledge clause, pursuant to which the Issuer may not, from the issue date of the programme, create any mortgages, pledges or other security interest upon all or part of its assets to secure any listed bond or expected to be listed, except as required by law, unless the notes issued under the programme are secured equally and rateably or, alternatively, that such security interest is approved by the meeting of noteholders holding notes issued under the programme;

- Pari passu clause, pursuant to which the notes issued under the programme constitute direct, unconditional and unsecured obligations of the Issuer, and rank pari passu among themselves, equally with all other bonds of the Issuer, from time to time outstanding;

- Cross default clause, pursuant to which, upon an event of default (including, for example, insolvency, payment default with respect to capital or interest, liquidation of the Issuer) under any financial indebtedness issued by the Issuer or the material subsidiaries (defined as consolidated companies with gross revenues or total assets representing not less than 10% of gross consolidated revenues or total consolidated assets), exceeding a certain agreed amount, such event of default shall also extend to the notes issued under the programme which, consequently, will become immediately due and payable;

- Early redemption clause in case of corporate reorganization with a resulting downgrading below certain agreed rating thresholds within a pre-established time period.

The two subordinated bonds of UGF Assicurazioni (see Section One, Chapter X, Paragraph 10.1 and Chapter XIX, Paragraph 19.4 of the Prospectus) for an aggregate nominal value of Euro 600 million include an event of default pursuant to which, upon the occurrence of certain specific


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events (such as insolvency proceedings or the liquidation of the issuer), the loans shall become immediately due and payable.

With respect to the subordinated loan for Euro 400 million granted by Mediobanca to UGF Assicurazioni (see Section One, Chapter X, Paragraph 10.1 of the Prospectus), the conditions included therein can be summarized as follows:

- should UGF Assicurazioni be subject to a voluntary or compulsory winding-up procedure in accordance with, as the case may be, (i) a shareholders’ meeting resolution of UGF Assicurazioni, (ii) any provision in the bylaws of UGF Assicurazioni, or (iii) any applicable law provision or order of any judicial or administrative Authority, the loan will be subject to an early reimbursement;

- undertaking not to make any loans to third parties, pay advances, grant credit or issue guarantees to any person, except for (i) those deriving from the cash pooling systems of the Group; (ii) guarantees existing at the time of the loan agreement and (iii) loans, advances, credits and guarantees granted in the ordinary business of the company, the value of which does not exceed an agreed amount;

For further information see Section One, Chapters X and XIX of the Prospectus.

3.3 Interests of individuals and legal entities participating in the Offer

The Issuer is not aware of any significant interests by natural or legal persons with respect to the Offer.

3.4 Reasons for the Offer and use of proceeds

The Capital Increase is aimed at strengthening the capital structure and increasing the financial flexibility of the Issuer and the UGF Group, with a resulting consolidation of the solvency ratios. In addition, the Capital Increase will contribute to guarantee over time the capital adequacy of the Unipol Financial Conglomerate, of which the UGF is part, also taking into account the effects on such capital adequacy of the acquisition of the majority of the Gruppo Assicurativo Arca. In order to guarantee the mentioned capital adequacy, it should be noted that Finsoe, the direct controlling entity of the Issuer and which is also part of the Unipol Financial Conglomerate, in the context of the resolution adopted by the extraordinary shareholders’ meeting on April 29, 2010, has increased its share capital by approximately Euro 105 million in May and during the first week of June.

In a context of economic instability and volatility of financial markets resulting from the severe global crisis over the last two years, the development of insurance and banking operations requires an ever higher attention to capital resources and instruments for risk monitoring and control, in line with the guidelines by the Supervisory Authority and the developments expected in connection with the industry regulation (“Solvency II” and “Basel III”).

In fact, in this scenario the variable “capital solvency” constitutes a distinctive element as well as an element of increased competitiveness in even more selective markets with respect to the valuation of operators in the insurance, loan, and supplementary pension sectors, and more in general, of the protection and security of persons and companies.

The proceeds from the Capital Increase will be used almost exclusively for investments in debt securities characterised by immediate liquidity and issued mainly by governments of countries of the European Union. The investments will focus on terms between 2 and 3 years and 5 and 10 years.


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During the relevant period of the Business Plan, the proceeds from the Capital Increase will be able to contribute to the achievement of the objectives of the Business Plan, including capital solvency and long-term profitability.

The allocation of Warrants attached to the Shares, however, on the one hand aims at facilitating the success of the Capital Increase, and on the other hand, pursues the objective of granting holders of Warrants the possibility to benefit from potential future value gains of the UGF shares, related to the execution of the Business Plan.

For further information see Section One, Chapter XIII of the Prospectus.


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CHAPTER IV DESCRIPTION OF FINANCIAL INSTRUMENTS

4.1 Information on Shares and Conversion Shares

4.1.1 Description of Shares and Conversion Shares

The Shares offered in the context of the Rights Offer represent up to 634,236,765 Ordinary Shares and up to 390,660,132 Preference Shares without nominal value and beneficial ownership, deriving from the Capital Increase. To each Ordinary Share a 2010-2013 Unipol Ordinary Share Warrant will be attached free of charge, and to each Preference Share a 2010-2013 Unipol Preference Share Warrant will be attached free of charge.

The holders of 2010-2013 Unipol Ordinary Share Warrants will be entitled to subscribe for Ordinary Conversion Shares at a subscription ratio of 2 Ordinary Conversion Shares for every 13 exercised 2010-2013 Unipol Ordinary Share Warrant, at a price of Euro 0.720 per Ordinary Conversion Share during the Exercise Period, pursuant to the terms and procedures set forth in the Regulation of 2010-2013 Unipol Ordinary Share Warrants, attached to this Prospectus as Annex.

The holders of 2010-2013 Unipol Preference Share Warrants will be entitled to subscribe for Preference Conversion Shares at a subscription ratio of 2 Preference Conversion Shares for every 13 exercised 2010-2013 Unipol Preference Share Warrants, at a price of Euro 0.480 per Preference Conversion Share during the Exercise Period, pursuant to the terms and procedures set forth in the Regulation of Preference Share Warrants Unipol 2010-2013, attached to this Prospectus as Annex.

The Ordinary Shares and the Ordinary Conversion Shares will have the ISIN code IT0001074571, i.e. the same ISIN code than the one allocated to the currently outstanding ordinary Unipol shares.

The Preference Shares and the Preference Conversion Shares will have the ISIN code IT0001074589, i.e. the same ISIN code than the one allocated to the currently outstanding Preference Unipol shares.

The option rights for the subscription of Ordinary Shares were allocated the ISIN code IT0004610322, and the option rights for the subscription of Preference Shares were allocated the ISIN code IT0004610330.

The Ordinary Shares will have coupon no. 29 and the Preference Shares will have coupon no. 35. The Ordinary Conversion Shares and the Preference Conversion Shares will be allocated the current coupon on the date of the relevant issuance.

4.1.2 Governing law pursuant to which the Shares and the Conversion Shares will be issued

The Shares and the Conversion Shares will be issued pursuant to Italian law.

4.1.3 Characteristics of the Shares and the Conversion Shares

The Shares and the Conversion Shares are registered, freely transferable, without nominal value, with regular beneficial ownership at the issuance date and issued in dematerialized form in accordance with Articles 83-bis TUF and the relevant implementing rules and will be admitted to the centralized securities management system of Monte Titoli.

4.1.4 Currency

The Shares and the Conversion Shares will be denominated in Euro.


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4.1.5 Description of rights associated with the Shares and the Conversion Shares

The Shares and the Conversion Shares will have the same characteristics and shall grant the same rights as the ordinary Unipol shares and preference Unipol shares outstanding on the date of their issuance.

There are no other classes of shares of the Issuer other than the ordinary and the preference shares.

The ordinary Unipol shares and the preference Unipol shares have been admitted to trading on the MTA. The Shares and the Conversion Shares will be traded in automated manner, in accordance with Article 2.4.1 of the Stock Exchange Rules, on the same market on which the ordinary and preference Unipol shares are traded at the time of their issuance.

For further information, see Section One, Chapter XXI, Paragraph 21.2.3 of the Prospectus.

4.1.6 Resolutions and Authorisations

The Ordinary Shares and the Preference Shares subject to the Offer to which the 2010-2013 Unipol Ordinary Share Warrants and the 2010-2013 Unipol Preference Share Warrants are attached, as well as the Conversion Shares will derive, respectively, from the Capital Increase and the Capital Increase at the service of the Warrants, approved by the Shareholders’ Meeting of the Issuer on April 29, 2010.

In particular, the extraordinary Shareholders’ Meeting of the Issuer held on April 29, 2010, approved the following, among others:

1. to increase the share capital by way of contribution in cash and in a divisible manner (scindibile) for a maximum amount of Euro 400,000,000.00 (inclusive of any share premium). The capital increase will be carried out in accordance with Article 2441, paragraph 1, of the Italian Civil Code, through the issuance of new ordinary shares and new preference shares without nominal value, with regular beneficial ownership, to be offered on a pre-emptive basis to holders of ordinary shares and holders of preference shares of the Company pursuant to Article 2441 of the Italian Civil Code.

2. to grant the Board of Directors broad authority to determine the procedures, deadlines and conditions of the capital increase within the limits set forth above, including among others and not exhaustively, the power to: (i) determine the subscription price of the shares, including the share premium (if any), with a possible distinction between ordinary shares and preference shares and taking into account, among others, the trend in the share price of the Company shares, market conditions in proximity to the launch of the offer, economic and financial performance of the Company and the Group, as well as market practice for similar transactions, (ii) determine, as a result of the determination of the subscription price set forth in (i) above, the number of ordinary shares and preference shares to be issued and the option ratio taking into account the existing proportion between the class of shares at the time of the resolution authorising the capital increase; (iii) determine the timing for the execution of the resolutions regarding the capital increase, in particular for the launch of the rights offer and the subsequent stock exchange offer of unexercised rights at the end of the option period, by the final date December 31, 2010, provided, however, that if by the final date December 31, 2010 the capital increase is not subscribed for in full, the capital shall be deemed increased by the amount of the subscriptions made by such date; (iv) take any implementing measure provided by applicable law, including for example and not exhaustively, all measures linked to or instrumental for the publication of the Prospectus, and, more generally, for conducting the rights offer and trading of the unexercised option rights;


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3. to issue and to attach free of charge to every newly issued share mentioned above under (1) and (2) a warrant - a 2010-2013 Unipol Ordinary Share Warrant to every newly issued ordinary share and a 2010-2013 Unipol Preference Share Warrant to every newly issued preference share - and to provide that such Warrants may be traded separately from the shares to which they are attached. The Warrants may be validly exercised until December 31, 2013 in accordance with the terms and procedures set forth in the respective Warrants Regulation; and

4. to consequently increase the share capital by way of contribution in cash and in a divisible manner (scindibile) by a maximum of Euro 100,000,000.00, inclusive of any share premium, through the issuance, also in one or more tranches, of ordinary and preference shares without nominal value and regular beneficial ownership, to be reserved for the exercise of the warrants set forth under 3) above, provided, however, that if by the final date December 31, 2013 the capital increase is not fully subscribed for, the capital will be deemed increased by the amount of the subscriptions made by such date;

5. to approve the wording of the “Warrants Regulation of the 2010-2013 Unipol Ordinary Share Warrants” and the “Warrants Regulation of the 2010-2013 Unipol Preference Share Warrants”;

6. to establish that the resolutions set forth in 3) and 4) above are irrevocable until the agreed last date of the term pursuant to the warrants regulations set forth in 5) with respect to the effectiveness of the exercise of the warrants;

7. to request Borsa Italiana the admission of the 2010-2013 Unipol Ordinary Share Warrants and the 2010-2013 Unipol Preference Share Warrants to trading on the Mercato Telematico Azionario organised and managed by Borsa Italiana, and for such purpose to grant the Board of Directors the mandate, and for the Board the Chairman and the Chief Executive Office, severally, to carry out any action useful or necessary to obtain the decree for the admission to trading;

8. to grant the Board of Directors broad authority to determine the procedures, deadlines and conditions of the capital increase at the service of the warrants within the limits set forth above, including among others and not exhaustively, the power to: (i) determine the subscription price of the newly issued shares at the service of the 2010-2013 Unipol Ordinary Share Warrants and the 2010-2013 Unipol Preference Share Warrants on the basis of the criteria set forth under 2) above; (ii) determine the maximum number of 2010-2013 Unipol Ordinary Share Warrants and the 2010-2013 Unipol Preference Share Warrants to be issued, as well as the maximum number of new ordinary and preference shares to be issued with respect to these warrants (and consequently the related exercise ratio), in accordance with the existing proportion between the share classes at the date of the approval of the Capital Increase; (iii) determine the timing for the implementation of the resolutions relating to the capital increase, subject to the final dates; (iv) determine the possible elements, including substantial elements, relating to the exercise of the 2010-2013 Unipol Ordinary Share Warrants and the 2010-2013 Unipol Preference Share Warrants which had not been previously defined, and make any addition, change or cancellation which is deemed appropriate or necessary, also in light of any requests by the competent Authorities to the “Warrants Regulation of the 2010-2013 Unipol Ordinary Share Warrants” and the “Warrants Regulation of the 2010-2013 Unipol Preference Share Warrants”; (v) prepare and file with the competent authorities any document or deed required for the execution of the resolutions regarding the issue of the 2010-2013 Unipol Ordinary Share Warrants and the 2010-2013 Unipol Preference Share Warrants; (vi) in general, make any adjustment provided by applicable law with respect to the execution of prior resolutions;

9. to grant the authority to the Board of Directors and the Chief Executive Officer, severally and with the power to sub-delegate, to carry out the formalities provided by law and to


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make the relevant formal changes/integrations requested by the competent authorities, in addition to any changes requested also upon registration, and, in general, to take any action necessary for the execution of the resolutions, with every and any power necessary or appropriate for such purpose, none excluded and excepted, including, for example and not exhaustively, the broadest power to execute the approved capital increases, with all powers required for carrying out any action necessary or proper and with the express possibility, among others, to ensure the necessary and appropriate actions for the implementation thereof, and in particular to (i) determine the terms of the stock exchange offer of the unexercised rights pursuant to Article 2441, paragraph 3, of the Italian Civil Code, as well as the placement, including with third parties, of the ordinary and preference shares which should remain unsubscribed for even following the stock exchange offer; (ii) prepare and submit every document required for the purposes of the approved transaction, including the Prospectus for the rights offering of the shares and the admission to trading of the Warrants; and (iii) approve the changes made to the Warrants Regulation described under 5) above, which may be necessary or appropriate prior to the issuance of the Warrants.

Subsequently, on June 17, 2010, the Board of Directors of the Company has resolved, among other things, to issue: (i) a maximum of 634,236,765 Ordinary Shares with the same characteristics of the ones outstanding, to be offered on a pre-emptive basis to the ordinary shareholders at a price of Euro 0.445 per each Ordinary Share, at the option ratio of 3 Ordinary Shares for every 7 ordinary shares held, as well as maximum of 97,574,886 Ordinary Conversion Shares for the exercise of maximum 634,236,765 2010 – 2013 Unipol Ordinary Share Warrants at a ratio of 2 Ordinary Conversion Shares for every 13 2010 – 2013 Unipol Ordinary Share Warrants for the exercise, at a price of Euro 0.720 for each Ordinary Conversion Share; and (ii) a maximum of 390,660,132 Preference Shares with the same characteristics of the ones outstanding, to be offered on a pre-emptive basis to the preference shareholders at a price of Euro 0.300 per each Preference Share, at the option ratio of 3 Preference Shares for every 7 preference shares held, as well as maximum of 60,101,558 Preference Conversion Shares for the exercise of maximum 390,660,132 2010 – 2013 Unipol Preference Share Warrants at a ratio of 2Preference Conversion Shares for every 13 2010 – 2013 Unipol Preference Share Warrants for the exercise, at a price of Euro 0.480 for each Preference Conversion Share.

4.1.7 Expected date of issuance of the Shares and Conversion Shares

The Ordinary Shares and the Preference Shares with the respective Warrants subscribed for by the end of the Offer Period shall be available on the books of the authorized intermediaries that are account holders of the centralized securities management system of Monte Titoli or, exclusively with respect to the Shares subscribed for upon the exercise of the option rights relating to the Deposited Shares, on the Issuer’s account (see Section One, Chapter XVII, Paragraphs 17.2 and 17.3 and Chapter XIX, Paragraph 19.2), on the same date starting on July 12, 2010 on which the Issuer has received evidence of the availability of the amounts paid for the exercise of the option rights, except for delays not within the Issuer’s control, and in any event, shall be made available to the beneficiaries no later than on the tenth trading day following the end of the Offer Period.

The Ordinary Shares and the Preference Shares and the attached respective Warrants subscribed for by the end of the Auction shall be made available to the beneficiaries through intermediaries which are authorised members of the centralized securities system managed by Monte Titoli, no later than on the tenth trading day following the end of the Auction.

The Ordinary Conversion Shares and the Preference Conversion Shares will be made available to the beneficiaries on the accounts of authorized intermediaries which are members of the centralized securities management system of Monte Titoli or, solely with respect to the Conversion Shares subscribed for upon the exercise of the Warrants deposited with the Issuer, on the Issuer’s account, within the periods set forth in Article 2 of the Warrants Regulation of the 2010 - 2013


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Unipol Ordinary Share Warrants and the Warrants Regulation of the 2010 – 2013 Unipol Preference Share Warrants, respectively. For further information regarding the conditions and procedures for the exercise of the Warrants, see the Warrants Regulations attached to this Prospectus as Annexes.

4.1.8 Limitations on the free transfer of the Shares and the Conversion Shares

The free transfer of the Shares and the Conversion Shares is not restricted by applicable law, the bylaws or the issuance conditions and procedures.

4.1.9 Public offers and/or residual offers

From the time of their subscription, the Shares and the Conversion Shares will be subject to the provisions of the TUF and the respective implementing regulations regarding securities listed and traded on Italian regulated markets, with particular reference to the provisions on public tender offers for purchase and sale.

4.1.10 Public tender offers to purchase shares of the Issuer in the preceding financial year or the current financial year

During the past financial year and the current financial year, the ordinary Unipol shares and/or the Preference Unipol shares have not been subject to any public exchange offers or tender offers and the Issuer has never acted as offeror in such transactions.

4.2 Information regarding the Warrants

4.2.1 Description of the Warrants

The 2010 - 2013 Unipol Ordinary Share Warrants attached free of charge to the Ordinary Shares subscribed for in connection with the Offer are named “2010 – 2013 Unipol Ordinary Share Warrants” and are governed by the Warrants Regulation of the 2010 – 2013 Unipol Ordinary Share Warrants, attached to this Prospectus as Annex. The 2010 - 2013 Unipol Ordinary Share Warrants will entitle their holders to subscribe for a maximum of 97,574,886 Ordinary Conversion Shares, at the ratio of 2 Ordinary Conversion Shares for every 13 exercised 2010 – 2013 Unipol Ordinary Share Warrants at a price of Euro 0.720 for every Ordinary Conversion Share at any time during the Exercise Period in accordance with the procedures (and except for the cases of suspension) set forth in the Warrants Regulation of the 2010 – 2013 Unipol Ordinary Share Warrants.

The 2010 - 2013 Unipol Preference Share Warrants attached free of charge to the Preference Shares subscribed for in connection with the Offer are named “2010 – 2013 Unipol Preference Share Warrants” and are governed by the Warrants Regulation of the 2010 - 2013 Unipol Preference Share Warrants attached to this Prospectus as Annex. The 2010 - 2013 Unipol Preference Share Warrants will entitle their holders to subscribe for a maximum of 60,101,558 Preference Conversion Shares, at the ratio of 2 Preference Conversion Shares for every 13 exercised 2010 - 2013 Unipol Preference Share Warrants at a price of Euro 0.480 for every Preference Conversion Share at any time during the Exercise Period in accordance with the conditions and procedures (and except for the cases of suspension) set forth in the Warrants Regulation of the 2010 – 2013 Unipol Preference Share Warrants.

The ISIN code of the 2010 - 2013 Unipol Ordinary Share Warrants is IT0004610157.

The ISIN code if the 2010 - 2013 Unipol Preference Share Warrants is IT0004610165.


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On April 29, 2010, the extraordinary Shareholders’ Meeting of the Issuer approved the Capital Increase at the service of the Warrants through the issuance, including repeated issuances, of the Ordinary Conversion Shares and Preference Conversion Shares reserved to the holders of 2010 - 2013 Unipol Ordinary Share Warrants and 2010 – 2013 Unipol Preference Share Warrants, respectively, exclusively for the exercise of the subscription right to which they are entitled (see Section Two, Chapter IV, Paragraph 4.1.6 of the Prospectus).

4.2.2 Law governing the issue of the Warrants

The Warrants will be issued pursuant to Italian law.

4.2.3 Characteristics and investment risks of the Warrants

The Warrants will be in bearer form, freely transferable and shall trade separately from the Shares to which they are attached from the date of issuance. The Warrants will be admitted to the centralized securities management system of Monte Titoli pursuant to applicable law.

As a result and in accordance with applicable law, any transaction regarding the Warrants, including transfers and creation of encumbrances, as well as the exercise of related rights may only be carried out exclusively through authorized intermediaries who are members of the centralized securities management system of Monte Titoli.

The Warrants have the same characteristics as derivative financial instruments with Unipol underlying shares to which they are attached.

The exercise price of the 2010 - 2013 Unipol Ordinary Share Warrants and the 2010 – 2013 Unipol Preference Share Warrants, amounts to Euro 0.720 and Euro 0.480, respectively, however, the value of the Warrants will fluctuate in a directly correlated manner with the price and volatility of the ordinary or preference Unipol shares (depending on the case), as well as by the residual term of the Warrants, and will vary in a manner inversely correlated to any dividend distribution by the Issuer.

4.2.4 Currency of the Warrants

The Warrants will be denominated in Euro.

4.2.5 Procedures to obtain information on the performance and historical volatility of the ordinary Unipol shares and the preference Unipol shares

The information regarding the performance of the ordinary Unipol shares and the preference Unipol shares can be obtained through the main business information channels, such as the daily newspapers “IlSole24Ore”, “Milano Finanza” or “Finanza e Mercati”.

Information regarding the historical volatility of ordinary Unipol shares and preference Unipol shares may be obtained through Bloomberg L.P. and other main information providers of the financial markets.

4.2.6 Description of the rights related to the Warrants

The holders of the 2010 – 2013 Unipol Ordinary Share Warrants will be entitled to request to subscribe for Ordinary Conversion Shares at a ratio of 2 Ordinary Conversion Shares for every 13 exercised 2010 – 2013 Unipol Ordinary Share Warrants at a price of Euro 0.720 per Ordinary Conversion Share, except as set forth in Article 3 of the Warrants Regulation of the 2010 – 2013 Unipol Ordinary Share Warrants attached to this Prospectus as Annex.


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The holders of the 2010 – 2013 Unipol Preference Share Warrants will be entitled to request to subscribe for Preference Conversion Shares at a ratio of 2 Preference Conversion Shares for every 13 exercised 2010 – 2013 Unipol Preference Share Warrants at a price of Euro 0.480 per Preference Conversion Share, except as set forth in Article 3 of the Warrants Regulation of the 2010 – 2013 Unipol Preference Share Warrants attached to this Prospectus as Annex.

The holders of 2010 – 2013 Unipol Ordinary Share Warrants and 2010 – 2013 Unipol Preference Share Warrants may request to subscribe for Ordinary Conversion Shares and Preference Conversion Shares, respectively, at any time during the Exercise Period (from December 1, 2013 until December 16, 2013), except for cases of suspensions set forth in Article 2 of the respective Warrants Regulation.

The Exercise Requests shall be deemed validly exercised if submitted during the Exercise Period to the intermediary who is an account holder with Monte Titoli S.p.A. with whom the Warrants have been deposited or to the Issuer, exclusively with respect to the Warrants deposited with the Issuer. The exercise of the Warrants shall be effective no later than on the tenth trading day in the month following the submission of the request, except for Exercise Requests submitted between December 1, 2013 and December 16, 2013 that will be effective as of December 31, 2013; on the effective date of the exercise of the Warrants, UGF will issue the Conversion Shares and make them available to the beneficiaries through Monte Titoli.

In addition to providing the required and standard information, when submitting the Exercise Requests, the holders of Warrants shall:

(A) acknowledge that (a) neither the Warrants nor the Conversion Shares have been or will be registered in the United States in accordance with the “United States Securities Act” of 1933; and (b) neither the Warrants nor the Conversion Shares have been admitted to trading in a United States stock exchange or registered in any other way with any U.S. entity, organization and/or authority;

(B) declare (a) that it is not a “U.S. Person” as defined in “Regulation S” of the United States Securities Act of 1933; (b) that it has not at any time sold or traded, directly or indirectly, Warrants and/or Conversion Shares in the United States and that it does not intend to do so in the future; (c) that it has not offered, sold or traded at any time Warrants and/or Conversion Shares to a “United States Person” and that it will not do so in the future (for his own account or for third persons); and (d) that neither the Warrants, nor the Conversion Shares have been acquired on behalf of a “United States Person”.

No subscribed for Conversion Shares shall be allocated to Warrant holders who do not meet the above conditions.

The subscription price for the Conversion Shares shall be paid in full upon the submission of the Exercise Requests and no commissions or expenses shall be due by the subscribers.

The Exercise Period shall be deemed automatically suspended from the call date of any Shareholders’ Meeting of the Issuer until the date (included) on which such meeting is held, including if held at a second call, and in any event until and including the date (excluded) of the dividend distribution approved by the Shareholders’ Meeting.

The Exercise Requests submitted during the suspension of the Exercise Period shall be deemed to have been received on the date following the end of the suspension of the Exercise Period provided that such date following the end of the suspension of the Exercise Period shall still be within the Exercise Period.

The Warrants not exercised by December 16, 2013 shall lapse and become null and void.

If the Company caries out equity transactions and/or other transactions outside the ordinary course of its business between the Warrant issuance date and December 31, 2013, the provisions of


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Article 3 of the Warrants Regulations, attached to this Prospectus as Annexes, shall apply. As a result, the rights of the holders of Warrants could be amended accordingly.

For further information on the rights granted to the Warrants, see the Warrants Regulations attached to this Prospectus as Annexes.

4.2.7 Resolution pursuant to which the Warrants will be issued

The resolution approving the issuance of the Warrants is described in Section Two, Chapter IV, Paragraph 4.1.6 of the Prospectus.

4.2.8 Expected date of issuance of the Warrants

The Warrants attached to the Shares subscribed for prior to the end of the Offer Period, shall be made available to the beneficiaries on the accounts of the authorized intermediaries which are account holders at the centralized securities management system of Monte Titoli or, with respect exclusively to Warrants attached to Shares deriving from the exercise of the option rights relating to the Deposited Shares, on the Issuer’s account on the same date starting from July 12, 2010 on which the Issuer shall receive evidence of the availability of the consideration paid for the exercise of the option rights, except for any delays not under the Issuer’s control. The Warrants will in any event be made available to the beneficiaries no later than on the tenth trading day following the end of the Offer Period.

The Warrants attached to the Shares subscribed for prior to the end of the Auction, shall be made available to the beneficiaries together with such shares through the authorized intermediaries which are account holders at the centralized securities management system of Monte Titoli no later than on the tenth trading day following the end of the Auction.

4.2.9 Limitations on the free transfer of the Warrants

There are no limitations on the free transfer of the Warrants.

4.2.10 Rules, if any, regarding the obligation to conduct public tender offers, purchase or sale and/or residual offers in respect of the Warrants

See Section Two, Chapter IV, Paragraph 4.1.9 of the Prospectus.

4.2.11 Public tender offers by the Issuer in the past or current financial year

See Section Two, Chapter IV, Paragraph 4.1.10 of the Prospectus.

4.3 Information relating to the securities underlying the Warrants

For information on the Conversion Shares see Section Two, Chapter IV, Paragraph 4.1 of this Prospectus.


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4.4 Tax regime

4.4.1 Tax regime relating to the Shares and the Conversion Shares and the Warrants

4.4.1.1 Definitions

For the purposes of this Paragraph 4.4 of the Prospectus, the defined terms have the meaning set forth below.

“Transfer of Qualified Holdings”: transfers of shares other than savings shares, rights or securities through which shares can be acquired, which exceed, over a time period of twelve months, the limits for their qualification as Qualified Holdings. The twelve-month period starts from the time in which the securities and the rights owned represent a percentage of voting rights or interest in the capital exceeding the aforesaid limits. For rights or securities through which holdings can be acquired, the percentages of voting rights or interest in the capital potentially attributable to the holdings are taken into account;

“Non-Qualified Holdings”: shareholdings in companies listed on regulated markets other than Qualified Holdings;

“Qualified Holdings”: shareholdings in companies listed on regulated markets represented by the ownership of holdings (other than savings shares), rights or securities, through which the aforesaid holdings, which represent overall voting rights exercisable at ordinary shareholders’ meetings of over 2% or an interest in the capital or assets of over 5%, can be acquired.

4.4.1.2 Tax regime relating to the Shares and the Conversion Shares

The information appearing below summarizes the tax regime applicable to the purchase, holding and transfer of shares of the Company pursuant to the Italian tax laws currently in force and to specific classes of investors.

The following is not intended to be an exhaustive analysis of the tax consequences of the purchase, holding and transfer of shares for all possible classes of investors.

The tax regime applicable to the purchase, holding and transfer of shares, as described below, is based on Italian laws currently in force, as well as on the practices existing on the date of the Prospectus, notwithstanding the fact that such laws remain subject to possible changes, including changes with retroactive effect, and therefore it is a mere introduction to the subject.

In the future, measures may be taken aimed at revising withholding rates on income on capital and on different income of a financial nature or the rates for substitute tax concerning the same incomes. The approval of such legislative measures amending the rules currently in force could therefore have an impact on the tax regime applicable to the Company shares as described in the following paragraphs.

Investors are asked to check with their advisors the tax regime applicable to the purchase, holding and transfer of shares and to verify the nature and origin of the amounts received as distributions in connection with the Company shares (dividends or reserves).

A) Tax regime for dividends

The dividends allocated to the Company shares will be subject to the tax treatment ordinarily applicable to dividends paid by joint-stock companies resident in Italy for tax purposes.

The following different methods of taxation are provided for the different classes of recipients.

(i) Individuals residing in Italy for tax purposes not engaging in business activity

The dividends paid to individuals who are resident in Italy for tax purposes on shares which are not owned in connection with the carrying out of a business activity and representing Non-


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Qualified Holdings, admitted to the centralized deposit system managed by Monte Titoli (such as the Company Shares subject to this Offering), are subject to substitute tax at the rate of 12.50%, with the recourse obligation pursuant to Art. 27- ter of D.P.R. no. 600/1973; shareholders do not have the obligation to report received dividends in tax returns.

This substitute tax is withheld by the resident person where the securities are deposited, belonging to the centralized management system managed by Monte Titoli, or by a tax representative appointed in Italy (in particular, a bank or SIM resident in Italy, a permanent establishment in Italy of non-resident banks or investment firms, or a centralized financial instruments management company authorized pursuant to Article 80 of the TUF, by non-resident (depository) share depositories which belong to the Monte Titoli System or to foreign centralized deposit Systems belonging to the Monte Titoli System.

This method of taxation constitutes the regime ordinarily applicable to shares traded on regulated Italian markets, such as the Company Shares subject to this Offering.

The dividends paid to individuals who are resident in Italy for tax purposes on shares which are not owned in connection with the carrying out of a business activity and representing Qualified Holdings are not subject to any withholding tax or to substitute tax provided that the beneficiaries declare at the time of receipt that the profits collected are from holdings related to Qualified Holdings. Such dividends are partially considered in determining the shareholder’s overall taxable income. The Ministerial Decree dated April 2, 2008 issued pursuant to Article 1, paragraph 38 of the Budget Law 2008 has re-determined the rate of contribution of dividends to the overall taxable income as amounting to 49.72%. Such rate applies to dividends generated from profits that have been yielded by the company starting from the tax year following the financial year as at December 31, 2007. The application of the contribution rate previously in force, equal to 40%, still applies to profits that have been yielded by the company up to the financial year as at December 31, 2007. Furthermore, starting from the resolutions of distribution which follow the one relating to the profits for the current tax year as at December 31, 2007, for the purpose of taxation of the recipient, distributed dividends are deemed to be generated, with priority, by profits which have been yielded by the company as of such date.

(ii) Individuals residing in Italy for tax purposes not engaging in business activity who hold shareholdings in connection with the asset management regime

The dividends paid to individuals who are resident in Italy for tax purposes, on shares owned outside of a business activity and constituting Non-Qualified Holdings, included in an asset management relation with an authorised intermediary, with respect to which the option for the asset management pursuant to Article 7 of Legislative Decree no. 461/1997 was exercised, are not subject to any tax withholding or to substitute tax and are considered in determining the annual accrued management profit, which shall be subject to a substitute tax of 12.50%.

(iii) Individuals residing in Italy for tax purposes engaging in business activity

The dividends paid to individuals who are resident in Italy for tax purposes on shares owned in connection with a business activity are not subject to any withholding or to substitute tax, provided that the beneficiaries declare, upon receipt, that the profits received relate to the business activity. Such dividends are considered in determining the taxable income of the shareholder for 49.72% of the dividend amount. In case of inclusion for determining the taxable income arising out of profits generated until the financial year as at December 31, 2007, the profits are considered in determining the overall taxable income by 40%. Furthermore, starting from the resolutions of distribution which follow the one having as its subject the profits for the tax year current as at December 31, 2007, for the purpose of taxation of the recipient, distributed dividends are deemed to be formed, with priority, by profits which have been yielded by the company as of such date.


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(iv) Private general partnerships, simple partnerships and similar companies as referred to in Article 5 of the TUIR, as well as companies and entities referred to in Article 73, paragraph 1, sections a) and b), of the TUIR, resident in Italy for tax purposes

Dividends paid to private general partnerships, simple partnerships or partnerships treated as such (excluding informal partnerships) as referred to in Article 5 of TUIR, to companies and entities as referred to in Art. 73, paragraph 1, sections a) and b) of the TUIR, or stock companies and simple partnerships, limited-liability companies, and government and private-sector entities whose sole or primary purpose is to engage in commercial activities (so-called commercial entities), which are resident in Italy for tax purposes, are not subject to any withholding tax or substitute tax and are considered in determining the recipient’s overall taxable income according to the following terms:

(a) distributions in favour of parties subject to IRPEF (e.g., general partnerships, simple partnerships) are partially considered in determining the recipient’s overall taxable income for 49.72% of their amount; in case of inclusion for determining the taxable base of profits which have been generated until the financial year as at December 31, 2007, they are partially considered for determining the overall tax income of the receiving individual by 40%, provided, however, that starting from the distribution resolutions which follow the one relating to the profits for the tax year as at December 31, 2007, for the purpose of taxation of the recipient, distributed dividends are deemed to be generated, with priority, by profits which have been yielded by the company as of such date;

(b) distributions in favour of parties subject to IRES (e.g., stock companies, limited-liability companies and simple partnerships) are considered in determining the recipient’s taxable income up to 5% of their amount, or for the entire amount if relating to securities held for trading by parties that apply the IAS/IFRS international accounting standards.

For certain types of companies and subject to certain conditions, dividends received are also considered for determining the related net value of production, subject to the regional tax on productive activities (IRAP).

(v) Italy resident entities referred to in Article 73(1), section c) of the TUIR, for tax purposes

Dividends received by the entities referred to in Article 73, paragraph 1, section c) of the TUIR, or by government or private entities that are resident in Italy for tax purposes, other than companies that do not engage in commercial activities as their sole or primary purpose, are not subject to any withholding tax or substitute tax in Italy and are considered in determining the overall taxable income subject to IRES (corporate income tax) up to 5% of their amount.

(vi) Exempt parties resident in Italy

For shares, such as the Shares issued by the Company, admitted to the centralized deposit system managed by Monte Titoli, the dividends received by residents exempt from corporate income tax (IRES) are subject to a substitute tax at a rate of 27% applied by the resident (belonging to the centralized deposit system managed by Monte Titoli) through which the Shares are deposited, or, through an appointed tax representative in Italy, by the person (depositary) not resident in Italy admitted to the Monte Titoli system or foreign centralised deposit systems admitted to the Monte Titoli system.

(vii) Italian pension funds and O.I.C.V.M.

Profits received by (a) Italian pension funds as referred to in Legislative Decree 252/2005 and by (b) O.I.C.V.M., are not subject to any withholding tax or to substitute tax. Such profits are


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considered in accordance with ordinary rules in determining the overall yearly management profit accrued, which is subject to substitute tax at the rate of 11% for pension funds and at the rate of 12.50% for O.I.C.V.M. With reference to resident mutual investment funds in securities or SICAVs resident in Italy with less than 100 participants – except in the event that the units or shares of the aforesaid entities held by qualified investors other than individuals are greater than 50% – the substitute tax of 12.50% applies to the portion of the operating profit other than that which refers to “qualified” holdings (the portion of the operating profit which refers to “qualified” holdings, on the contrary, is subject to substitute tax of 27%). For these purposes, holdings exceeding 10% of the capital or equity with voting rights in companies traded on regulated markets are considered “qualified” (in calculating this percentage, rights, whether represented by securities or not, that allow for acquiring holdings in capital or equity with voting rights are taken into account).

(viii) Italian real estate investment funds

Pursuant to Legislative Decree no. 351 of September 25, 2001 (“Decree 351”), converted into law with amendments by Law no. 410 of November 23, 2001, and following the amendments made by Article 41-bis of Legislative Decree no. 269 of September 30, 2003, converted into law with amendments by Law 326/2003 (“Decree 269”), distributions of profits received by real estate investment funds established pursuant to Article 37 of the TUF or Article 14-bis of Law no. 86 of January 25, 1994, are not subject to any withholding tax or substitute tax and are not subject to any taxation imposed to such funds which are not subject to income tax or to the regional tax on productive activities. In certain cases, a capital tax of 1% on the net book value of such trusts could be due.

(ix) Persons not resident in Italy for tax purposes that hold shares through a permanent establishment within the Italian territory

Distributions of profits received by parties that are not resident in Italy who hold the shareholding through a permanent establishment in Italy to which the holding is actually connected, are not subject to any withholding tax in Italy nor to substitute tax, and they are considered in determining the overall income of the permanent establishment subject to the tax pursuant to the ordinary rules by 5% of their amount, or for the entire amount if related to securities held for trading by parties that apply the IAS/IFRS international accounting standards.

If the distributions refer to a holding not connected with a permanent establishment in Italy of the non-resident recipient, reference is to be made to the following paragraph.

(x) Persons not resident in Italy for tax purposes that do not hold the shares through a permanent establishment within the Italian territory

Dividends deriving from shares or similar securities admitted to the centralized deposit system managed by Monte Titoli (such as the Shares pursuant to this Offering) received by parties that are not resident in Italy for tax purposes and that do not have a permanent establishment within the Italian territory to which the holding refers, are in principle subject to a substitute tax of 27%, reduced to 12.50% for profits paid on savings shares, pursuant to Art. 27-ter of DPR 600/1973.

Such substitute tax is levied by the resident share depositories where the securities are deposited that belong to the centralized deposit system managed by Monte Titoli S.p.A. or by a tax representative appointed in Italy (in particular a bank or stockbrokerage that is resident in Italy, a permanent establishment in Italy of non-resident banks or investment companies, or a company engaged in centralized management of financial instruments authorized pursuant to Article 80 of the TUF), by non-residents that belong to the Monte Titoli System or to foreign centralized deposit


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systems that are members of the Monte Titoli System.

Shareholders who are not resident in Italy for tax purposes, other than holders of savings shares, are entitled, upon a specific request to be submitted in accordance with the terms and conditions provided by law, to a refund for up to 4/9 of the substitute tax levied in Italy pursuant to Article 27-ter of the D.P.R. 600/1973 on the tax that they can demonstrate as having paid abroad on the same profits, upon presentation of the respective certification by the foreign country’s tax office to the competent Italian tax authorities.

Alternatively to the aforesaid refund, residents of countries with which treaties to avoid double taxation are in force may request to be subject to the substitute tax for dividends at the (reduced) rate provided for by the treaty applicable from time to time. For this purpose, the entities with which the shares are deposited, belonging to the centralized deposit system managed by Monte Titoli must obtain in a timely manner:

- a statement by the non-resident party that is the actual beneficiary of the profits, showing the identification details of said party, the existence of all of the conditions to which the treaty’s regime is subject, and any elements that may be necessary to determine the tax rate applicable pursuant to the treaty;

- a certification by the competent tax authority of the State where the actual beneficiary of the profits resides, proving residence in the said State pursuant to the treaty. This certification shall be effective until the March 31 of the year following that in which it is submitted.

The Italian tax administration has also agreed with the tax administrations of certain foreign countries on a special form intended to guarantee more efficient and easier refund or full or partial exemption from the withholding tax levied in Italy. If the documentation is not submitted to the depositary before payment of the dividends is made, the substitute tax is applied at the rate of 27%. In such case, the actual beneficiary of the dividends may nevertheless request a refund from the tax administration for the difference between the withholding levied and the one applicable pursuant to the treaty by means of the appropriate refund request, supported by the aforementioned documentation, which must be submitted according to the legal terms and conditions.

In the event that the recipients and beneficiaries of the dividends are companies or entities (i) resident for tax purposes in one of the Member States of the European Union or in one of the Member States of the European Economic Area Agreement and included in the list to be issued by a special decree of the Minister of Economy and Finance pursuant to Article 168-bis of the TUIR and (ii) subject to a corporate income tax, such persons will be entitled to benefit from a reduced withholding tax on dividends of 1.375% of their amount. Until the aforesaid ministerial decree is issued, the Member States of the European Economic Area Agreement that fall under the application of substitute tax at the aforesaid rate of 1.375% are those included in the list referred to in the Decree of the Minister of Finance of September 4, 1996, as subsequently amended. Pursuant to Article 1, paragraph 38 of the Budget Law 2008, the 1.375% substitutive tax applies only to dividends arising out of profits that have been generated starting from the financial year following the one as at December 31, 2007. For the purposes of the application of the substitute tax of 1.375%, the non-resident beneficiaries will be required to submit a specific request to the depository of the shares responsible for the collection of the substitute tax, together with the appropriate certification of residence and tax status issued by the competent authorities of its country of residence.

In case the receiving parties and beneficiaries of the dividends are pension funds established in a Member State of the European Union or in a Member State of the European Economic Area Agreement and included in the list to be prepared through specific decree by the Minister of Economy and Finance pursuant to Article 168-bis of the TUIR, such parties will be able to benefit from the application of a substitute tax on dividends at the reduced rate of 11% of their amount. Until the issue of the above-mentioned decree by the Minister of Economy and Finance, the Member States of the European Economic Area Agreement that fall under the application of the


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substitute tax at the reduced rate of 11% are those included in the list referred to in the Decree of the Finance Minister of September 4, 1996, as amended. For the purposes of the application of the substitute tax with a rate of 11%, non-resident pension funds will have to timely submit a request to the depository of the shares responsible for collecting the withholding tax, together with the appropriate documentation.

Pursuant to Article 27-bis of DPR 600/1973, implementing Directive 435/90/EEC of July 23, 1990, in the event that the dividends are received by a company (a) that is incorporated in one of the forms provided for in the appendix to the said Directive 435/90/EEC, (b) is a resident for tax purposes in a Member State of the European Union, without being considered, pursuant to a treaty with a third party State on double taxation on income, as resident outside the European Union, (c) is subject in the country of residence to one of the taxes indicated in the appendix to the aforesaid Directive with no possibility of benefiting from optional or exemption regimes that have no territorial or time limitations and (d) holds a direct stake in the Company of no less than 10% of the share capital for an uninterrupted period of at least one year, such company is entitled to request a refund from the Italian tax authorities of the substitute tax levied to the dividends received by it. For this purpose, the non-resident company must produce (x) a certification issued by the foreign country’s competent tax authorities, which certifies that the non-resident company satisfies the aforesaid requirements, as well as (y) the documentation certifying the existence of the aforementioned conditions. In addition, as clarified by the Italian tax authorities, upon the occurrence of the aforesaid conditions and as an alternative to submitting a refund request following the dividend distribution, provided that the one-year minimum holding period for the holding in the Company has already passed at the time of said dividend distribution, the non-resident company may request the intermediary directly where the shares are deposited not to levy the substitute tax by submitting the same aforementioned documentation to such intermediary in a timely manner. As regards non-resident companies that are controlled directly or indirectly by parties that are not residents of States of the European Union, the aforesaid refund or alternative tax non-application regime may be requested only upon the condition that the aforesaid companies demonstrate that they have not been established for the sole or primary purpose of benefiting from the regime in question.

Dividends pertaining to entities or international organisations that benefit from an exemption from tax in Italy due to laws or international treaties which have been made enforceable in Italy, are not subject to withholding tax.

(xi) Distributions of reserves as referred to in Art. 47, paragraph 5, of the TUIR

The information provided in this paragraph summarizes the tax regime applicable to the distribution by the Company – in cases other than reduction of excess capital, withdrawal, exclusion, redemption or liquidation – of the Capital Reserves as referred to in Article 47, paragraph 5, of the TUIR, or, among other things, of reserves or other funds created with issuance share premiums, adjusted for interest paid by subscribers, with sunken fund or capital account payments made by shareholders and with tax-exempt monetary revaluation balances (hereinafter “Capital Reserves”).

(a) Individuals who are resident in Italy for tax purposes not conducting business activities

Regardless of the shareholders’ meeting resolution, the amounts received by individuals who are resident in Italy for tax purposes as distribution of capital reserves constitute profits for the recipients within the limits and to the extent that the distributing company has profits for the period or retained profits (save for the tax-deferred portion set aside). The amounts qualified as profits are subject, depending on whether or not Non-Qualified Holdings and/or non-business related holdings are involved, to the same regime described


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above for dividend distributions. The sums received as distribution from Capital Reserves, on the basis of what is indicated above, net of the amount that may qualify as profit, reduce by the same amount the cost of the holding recognized for tax purposes. It follows that at the time of subsequent transfer, the taxable capital gain is calculated as the difference between the sale price and the holding’s cost as recognized for tax purposes of the holding reduced by an amount equal to the amounts received as distribution of capital reserves (net of the amount that may qualify as profit). According to the interpretation adopted by the tax administration, the sums received as distribution of Capital Reserves in respect of the part exceeding the holding’s cost for tax purposes are profits and are subject to the regime described above for dividends. Specific rules could apply to holdings for which the individual has chosen to apply the so-called “managed savings” regime referred to in Article 7 of Legislative Decree 461/1997.

(b) General partnerships, simple partnerships and equivalent entities as referred to in Article 5 of the TUIR, partnerships, companies and entities as referred to in Article 73, paragraph 1, sections a) and b) of the TUIR that are resident in Italy for tax purposes

For individuals holding shares in connection with the conduct of business activities, general partnerships, simple partnerships and equivalent entities (excluding informal partnerships) as referred to in Article 5 of the TUIR and companies and entities as referred to in Article 73, paragraph one, sections a) and b) of the TUIR that are resident in Italy for tax purposes, the sums received as distribution of Capital Reserves are profits within the limits and to the extent that profits for the period and retained profits exist for the distributing company (save for the tax-deferred portions set aside). The sums classified as profits must be subject to the regime for dividends described above. The sums received as distribution of Capital Reserves, net of the amount that may qualify as profit, reduce the cost, recognized for tax purposes, of the holding by an equal amount. The sums received as distribution of Capital Reserves are capital gains for the part in excess of the holding’s cost for tax purposes, and as such are subject to the regime described in Paragraph B below.

(c) Italian pension funds and Italian O.I.C.V.M. (investment funds, SICAV)

On the basis of a systematic interpretation of the rules, the sums received by Italian O.I.C.V.M. (investment funds, SICAV) and Italian pension funds subject to the regime set forth in Article 17 of Legislative Decree 252/2005, as distribution of Capital Reserves must be considered in determining the net annual operating results for the tax year in which the distribution took place, subject to a substitute tax of 12.50% (11% in the case of the above-mentioned pension funds). The value of the holdings at the end of the same tax year must also be included in the calculation of the annual operating results.

With respect to O.I.C.V.M. resident in Italy with less than 100 participants – except in the case in which the units or shares of the aforesaid organizations held by qualified investors, other than individuals, exceed 50% - the substitute tax of 12.50% shall apply to the portion of the operating profit for the period other than that related to “qualified” holdings (the part of the result for the period related to “qualified” holdings, on the contrary, is subject to the substitute tax of 27%). For such purposes, holdings exceeding 10% of the share capital or equity with voting rights in companies traded on regulated markets are considered “qualified” (in calculating this percentage, rights, whether represented by securities or not, which grant the right to holdings in shares or in the equity with voting rights are taken into account).


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(d) Parties not residing in Italy for tax purposes without a permanent establishment within the Italian territory

As to non-resident parties in Italy (individuals or stock corporations) that do not hold the holding through a permanent establishment in Italy, the tax nature of such sums received as Capital Reserve distribution is the same as that for individuals physically resident in Italy. As for individuals and stock corporations resident in Italy for tax purposes, the sums received as Capital Reserves distributions, net of any amount qualifying as profit, reduce the cost for tax purposes of the holding by an equal amount.

(e) Parties not residing in Italy for tax purposes with a permanent establishment within the Italian territory

As to non-resident parties that hold the holding through a permanent establishment in Italy, sums are considered in determining the revenue of the permanent establishment in accordance with the tax regime applicable to companies and entities resident in Italy for tax purposes pursuant to Article 73 paragraph 1, section a) and b) of the TUIR.

For the case in which Capital Reserves distributions are generated by a holding which is not related to a permanent establishment in Italy of the non-resident percipient, refer to the above paragraph sub (d).

B) Tax regime for capital gains deriving from the transfer of shares

(i) Individuals residing in Italy for tax purposes not engaging in business activity

Capital gains, other than those realized in connection with the carrying out of a business activity, made by individuals residing in Italy for tax purposes through the transfer for consideration of holdings in companies, as well as of securities or rights through which the aforesaid holdings can be acquired, are subject to a different tax regime depending on whether or not a transfer of Qualified Holdings or Non-Qualified Holdings is involved.

Transfer of Qualified Holdings

Capital gains deriving from the transfer of a Qualified Holding realized outside of the commercial business activities by individuals who are resident in Italy for tax purposes, are partially considered in determining the recipient’s taxable income for 49.72% of their amount. Such capital gains are taxed in connection with the annual tax return. If the Qualified Shareholding generated a capital loss, the rate of 49.72% of such amount is deducted, until 49.72% of the amount of the capital gains in the subsequent tax periods has been reached, but not exceeding the fourth, subject to the condition that such capital loss is included in the income tax return relating to the tax period in which it was obtained.

Non-Qualified Holdings

Capital gains which are not realized in connection with the carrying out of a business activity, made by individuals residing in Italy for tax purposes by the transfer for consideration of holdings, as well as of securities or rights whereby the aforesaid holdings can be acquired, which do not constitute Qualified Holdings, are subject to substitute tax of 12.5%. The taxpayer may opt for one of the following tax methods:

(a) Tax on the basis of the income tax return. The capital gains and capital losses made during the year are to be stated in the tax return. The substitute tax of 12.5% is determined at that time on the capital gains minus the respective capital losses and is paid by the deadline for the payment of income tax due on the basis of the tax return. Excess capital losses, provided that they are stated on the income tax return, may be carried over and deducted, up to the limit, from the respective capital gains of the same nature generated in


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subsequent tax periods, but not exceeding the fourth (subject to the condition that such capital losses are stated in the income tax return relating to the tax period in which they have been generated). The tax return method is mandatory in the event that the taxpayer does not choose one of the two regimes described in items (b) and (c) below.

(b) Administered savings regime (optional). This regime may apply upon the condition that (i) the shares, rights or securities are deposited with a resident bank or broker or other resident parties identified in the relevant ministerial decrees and (ii) the shareholder chooses (with a signed notice sent to the intermediary) to be subject to the administered savings regime pursuant to Article 6 of Legislative Decree 461/1997. If the taxpayer chooses such regime, the substitute tax at a rate of 12.5% is determined and paid at the time of the single transfer by the intermediary, where the shares are deposited for custody or for management, on any capital gain realized. Any possible capital losses may be offset within the same account by calculating the amount, up to the limit, whereby the capital losses decrease the capital gains made in subsequent transactions carried out in the same tax period or in subsequent tax periods, but not after the fourth year. If the custody or management account is cancelled, any possible capital losses may be carried over, though no later than the fourth tax year after which they are incurred, as a deduction against capital gains made within another administered savings account in the name of the same party in whose name the original account or deposit was, or they may be deducted at the time of the income tax return. If the administered savings regime is chosen, the taxpayer is not required to include the above-mentioned capital gains and/or capital losses in its tax return.

(c) Managed savings regime (optional). The prerequisite for the choice of this regime (pursuant to Article 7 of Legislative Decree 461/1997) is the conferral of an asset management retainer to an authorized intermediary. Under this regime, a substitute tax of 12.5% is applied by the intermediary at the end of each tax year on the accrued increase in value of the managed assets during that tax year, even if not received, net of earnings subject to withholding tax, exempt income or, in any case, income that is exempt or in any case not subject to tax; income that is considered in determining the taxpayer’s overall income and earnings deriving from units of Italian undertakings for collective investment in transferable securities subject to substitute tax as referred to in Article 8 of Legislative Decree 461/1997. Under the managed savings regime, the capital gains made by the transfer of Non-Qualified Holdings are considered in determining the increase accrued on the assets managed during the tax year, subject to substitute tax of 12.5%. The negative management result obtained during a tax year may be applied so as to decrease the operating results obtained during the following four tax periods for the full amount that is allowed for each one of them. In the event that the management account is closed, the accrued negative operating results (appearing on the specific certification issued by the manager) may be carried over as a deduction no later than the fourth tax period after the one in which it accrued against the capital gains made in another account to which the administered savings regime applies, or utilized (for the amount that is allowed therein) in another account for which the managed savings regime option has been chosen, provided that the account or deposit in question is in the name of the same parties in whose name the original account or deposit was in, or they can be carried over as a deduction by the same parties at the time of the tax return, according to the same rules applicable to excess capital losses as referred to in item (a) above. If the managed savings regime is chosen, the taxpayer is not required to include capital gains and/or capital losses in its tax return.

(ii) Individuals engaging in business activity, general partnerships, simple partnerships and equivalent entities as referred to in Article 5 of the TUIR, resident in Italy for tax purposes

Capital gains realized by individuals engaging in business, general partnerships, simple partnerships and equivalent entities as referred to in Article 5 of the TUIR, resident in Italy for tax


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purposes, by transfer for consideration of shares are considered, in their full amount, for determining the taxable business income, subject to tax in Italy under the ordinary regime.

As clarified by the tax administration, the negative income elements generated by individuals engaging in business, general partnerships, simple partnerships and equivalent entities as referred to in Article 5 of the TUIR, by transfer for consideration of the holdings would be fully deductible from the transferring party’s taxable income. However, where the conditions described in items (a), (b), (c) and (d) of the following paragraph are satisfied, capital gains are considered partially in determining taxable business income in the amount of 49.72%. Capital losses realized on holdings with the requirements referred to in items (a), (b), (c) and (d) of the following paragraph are partially deductible similarly to what is provided for in the taxation of capital gains. For purposes of determining capital gains and capital losses that are relevant for tax purposes, the cost for tax purposes of the shares transferred is assumed net of the devaluations deducted in previous tax years.

(iii) Companies and entities referred to in Article 73(1), letters a) and b) of the TUIR

Capital gains realized by the companies and entities referred to in Article 73(1), letters a) and b), of the TUIR, or by stock companies and simple partnerships, limited liability companies, government and private-sector entities with the sole or primary purpose of engaging in commercial activities, resident in Italy for tax purposes, by transfer for consideration of Shares are considered, in their full amount, in determining the taxable business income.

However, pursuant to Article 87 of the TUIR, capital gains realised on shares of companies or entities indicated in Article 73 of the TUIR are not considered in determining taxable income insofar as they are 95% exempt, if the aforesaid shares meet the following requirements:

- uninterrupted ownership as of the first day of the twelfth month prior to the final transfer, treating the shares or units acquired on the most recent date as transferred first;

- classification in the long-term financial investments category on the first financial statements prepared during the period of ownership;

- residence for tax purposes of the subsidiary in a State or territory referred to in the Decree of the Minister of Economy and Finance issued pursuant to Article 168-bis of TUIR, or, alternatively, evidence having been given, following a tax questioning according to the terms set forth in paragraph 5, letter b) of Article 167 of TUIR, that from the beginning of the period of ownership, the effect of locating the income in countries or territories other than those identified in the same decree referred to in Article 168-bis has not been obtained.

- the subsidiary engages in a commercial business according to the definition set forth in Article 55 of the TUIR; however, this requirement is not relevant for holdings in companies whose securities are traded on regulated markets.

The requirements mentioned in items (c) and (d) must be met, at the time that the capital gain is made, without interruption from at least the beginning of the third tax period before they are realized. The transfer of shares or units belonging to the category of long-term financial investments and those belonging to the category of working capital are to be considered separately with reference to each category. If the aforementioned requirements are met, the capital losses generated by the transfer of holdings are not deductible from business income.

For purposes of determining capital gains and capital losses reported for tax purposes, the tax cost of the transferred shares is taken net of the depreciations deducted in previous tax periods.

Capital losses and negative differences between revenues and costs for shares that do not meet the requirements for exemption are not relevant up to the non-taxable amount of dividends, or their advance payments, received in the thirty-six months prior to their realization/obtainment. This


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provision (i) applies with reference to shares acquired 36 months prior to the realization/obtainment, provided that the conditions mentioned in items (c) and (d) above are met, but (ii) does not apply to parties who prepare their financial statements in accordance with the international accounting standards referred to in Regulation (EC) no. 1606/2002 of the European Parliament and Council of July 19, 2002.

As to capital losses deductible from business income, it must also be noted that pursuant to Article 5- quinquies, paragraph 3, of Decree Law no. 203 of September 30, 2005, converted into law with amendments by Law no. 248 of December 2, 2005, when the amount of the aforesaid capital losses deriving from transactions on shares traded on regulated markets is greater than Euro 50,000.00, including after several transactions, the taxpayer must report to the Revenue Agency the data and the information regarding the transaction. The details of the information that must be disclosed, in addition to the deadlines and procedural methods for such disclosure, are contained in the Revenue Agency ruling of March 29, 2007 (published in the Official Gazette no. 86 of April 13, 2007). In the event of omitted, incomplete or inaccurate disclosure, the capital loss made will not be deductible for tax purposes.

For some types of companies and under certain conditions, the capital gains realized by the aforesaid parties through the transfer of shares are considered in determining the respective net production value subject to the regional tax on production activities (IRAP).

(iv) Entities residing in Italy for tax purposes referred to in Article 73(1), letter c) of the TUIR

Capital gains realised, outside of business activity, by resident non-commercial entities are subject to tax under the same rules as provided for capital gains made by individuals on holdings held other than for business purposes.

(v) Italian pension funds and Italian O.I.C.V.M.

Capital gains realised by Italian pension funds as referred to in Decree 252/2005 and by Italian O.I.C.V.M are to be included in the calculation of the annual operating results subject to substitute tax at a rate of 11% for pension funds and at a rate of 12.5% for O.I.C.V.M. With reference to O.I.C.V.M resident in Italy with less than 100 participants – except in the case in which the units or shares of the aforesaid organizations held by qualified investors other than individuals exceed 50% – the substitute tax of 12.5% applies to the portion of the management profits that refer to “non- qualified” holdings. On the portion of the management result accrued in each year that refers to “qualified” holdings held by the aforesaid parties, substitute tax is due instead at a rate of 27%. For these purposes, holdings in capital or equity with voting rights in companies traded on regulated markets exceeding 10% are considered “qualified” (this percentage is calculated taking into account the rights, whether represented by securities or not, that allow for acquiring holdings in capital or assets with voting rights).

(vi) Italian real estate investment funds

Pursuant to Legislative Decree 351/2001, and following the amendments made by Article 41-bis of Legislative Decree 269/2003, income, including capital gains deriving from the transfer of shares, obtained by real estate investment funds established pursuant to Article 37 of the TUF and Article 14-bis of Law 86/1994, are not subject to income tax. In particular, such funds are not subject to income tax and to the regional tax on production activities. In some cases, a capital tax of 1% could be due.

(vii) Italy non-resident parties for tax purposes with a permanent establishment within the Italian territory


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With respect to non-residents that hold the holding through a permanent establishment in Italy, capital gains realised through the sale of holdings are considered in determining the permanent establishment’s income according to the tax regime provided for the capital gains made by companies and entities as referred to in Article 73(1), letters a) and b) of the TUIR, which are residents of Italy for tax purposes. If the holdings are not connected to a permanent establishment in Italy of the non-resident party, reference is to be made to the paragraph below.

(viii) Italy non-resident parties for tax purposes without a permanent establishment within the Italian territory

Non-Qualified Holdings

Capital gains made by entities that are not resident in Italy for tax purposes without a permanent establishment in Italy (through which the holdings are held), deriving from the transfer for consideration of holdings not qualifying as Sale of Qualified Holdings in Italian companies traded on regulated markets (such as the Company) are not subject to taxation in Italy, even if held there. In order to benefit from the exemption of taxation in Italy, shareholders who are not resident in Italy for tax purposes to whom the administered savings regime applies or who have chosen the managed savings regime referred to in Articles 6 and 7 of Legislative Decree 461/1997, could be asked by the Italian intermediary to submit a self-certification attesting to the non-residence in Italy for tax purposes.

Qualified Holdings

Capital gains made by non-residents of Italy for tax purposes with no permanent establishment in Italy (through which the holdings are held), deriving from the Sale of Qualified Holdings, are considered in determining the recipient’s taxable income in Italy according to the same rules applicable to individuals not engaging in business activity. Such capital gains are subject to tax only at the time of the filing of the annual tax return, provided that they cannot be subject either to the administered savings regime or to the managed savings regime. Where applicable, however, the provisions set forth by the relevant treaties against double taxation continue to apply if more favourable. In order to benefit from the more favourable applicable treaty provisions, the non-resident shareholders in Italy to which the administered savings regime applies or who have opted for the managed savings regime pursuant to Articles 6 and 7 of Legislative Decree 461/1997, the Italian intermediary may request the submission of appropriate documentation, including a certificate of residence issued by the relevant foreign tax authorities.

C) Tax on stock market contracts

Pursuant to Article 37 of Decree Law no. 248 of December 31, 2007, converted into law no. 31 of February 28, 2008, the tax on stock market contracts as referred to in Royal Decree no. 3278 of December 30, 1923 has been repealed.

Following the abrogation of the tax on stock market contracts, in accordance with applicable laws on the date of the publication of this Prospectus, the contracts regarding the trading of securities are subject to a registration tax as follows: (i) public contracts and authenticated private deeds are subject to the registration tax for a fixed amount of Euro 168; (ii) unauthenticated private deeds are subject to the registration tax for a fixed amount of Euro 168 only “in case of use” or following voluntary registration.

D) Inheritance and gift tax

The transfers of holdings or securities by reason of death, gift or without consideration fall within the scope of application of the current Italian inheritance and gift tax. The tax also applies to the creation of charges by appropriation.


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For individuals residing in Italy the inheritance and gift tax are applied on all goods and rights transferred, wherever they exist. For non-resident individuals, the inheritance and gift tax is applied exclusively on goods and rights existing in the Italian territory. In any case, the shares in companies with registered offices or headquarters or main purpose in Italy are deemed to exist in Italy.

a) Inheritance tax

Pursuant to Article 2, paragraph 48 of Law no. 286 of November 24, transfers of goods and rights by death are subject to inheritance tax with the following rates to be applied to the aggregate net value of the goods:

(i) for goods and rights transferred to a spouse or direct descendants or ancestors, the tax rate is 4%, with a threshold of Euro 1,000,000 for each beneficiary;

(ii) for goods and rights transferred to other relatives up to the fourth degree, direct relatives by affinity, as well as indirect relatives by affinity up to the third degree, the tax rate is 6% (with a threshold of Euro 100,000 only for siblings);

(iii) for goods and rights transferred to other persons, the tax rate is 8% (without any threshold).

If the beneficiary is a disabled individual whose handicap is recognized as serious pursuant to Law no. 104 of February 5, 1992, the inheritance tax is applied only to the value of the assets received in excess of Euro 1,500,000.

b) Gift tax

Pursuant to Article 2, paragraph 49 of Law no. 286 of November 24, donations and transfers of goods and rights free of charge, and the creation of charges by appropriation, the gift tax is determined by the application of the relevant tax rates to the global value of the goods and rights net of charges borne by the beneficiary, or, if the donation is made jointly to several individuals or if one contract includes more dispositions in favour of different individuals, to the value of the allocated quotas of goods and services:

(i) in case of gift or transfer without consideration to a spouse or direct descendant or ancestor, the gift tax applies with a tax rate of 4% and a threshold of Euro 1,000,000 for each beneficiary;

(ii) in case of gift or transfer without consideration to other relatives up to the fourth degree, direct relatives by affinity and to indirect relatives by affinity up to the third degree, the tax rate shall amount to 6% (with a threshold of Euro 100,000 only for siblings);

(iii) in case of gift or transfer without consideration to other individuals, the gift tax applies with a rate of 8% (without any threshold).

If the beneficiary is a disabled individual whose handicap is recognized as serious pursuant to Law no. 104 of February 5, 1992, the inheritance tax is applied only to the value of the assets received in excess of Euro 1,500,000.

4.4.1.3 Tax regime applicable to the Warrants

The following constitutes a mere summary of the tax regime applicable to the holding and transfer of Warrants – in accordance with Italian tax laws applicable at the date of the Prospectus – applicable to certain specific classes of investors, and does not intend to be an exhaustive analysis of all possible tax consequences related to the holding and transfer of such securities. For further information and detail on the tax regime of such securities, see Legislative Decree 461/1997 and


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the TUIR, as well as further legal and related administrative provisions.

Investors are thus invited to consult with their own advisors with respect to the tax regime applicable to the purchase, holding and sale of the Warrants.

Pursuant to applicable law at the date of the Prospectus, the following tax regime is levied on capital gains deriving from the sale for consideration of Warrants for the subscription of shares in companies resident in Italy with shares traded in regulated markets (such as the Shares):

(a) Capital gains realised by individuals resident in Italy not conducting business activities, simple partnerships and equivalent entities, are subject to a substitute tax of 12.50% in connection with the sale of the Warrants not qualifying as a Sale of Qualified Holdings. In such case, the selling party may chose the income tax return regime, the administrated regime or the managed regime for the taxation of the capital gain, pursuant to Articles 5, 6 and 7 of Legislative Decree 461/1997, respectively (for the main characteristics of the income tax regime, the administrated regime or the managed regime see paragraph 4.4.1.2. B (i));

(b) Capital gains realised by individuals resident in Italy not conducting business activities, limited companies and equivalent entities in connection with the sale of Warrants which qualify as Sale of Qualified Holdings are considered in determining the taxable income of the seller in the amount of 49.72%;

(c) Capital gains realised by individuals referred to in Article 73, paragraph 1, letters a) and b) of the TUIR, or individuals not resident in Italy and who do not have a permanent establishment in Italy to which the Warrants are actually connected, are considered in their entirety in determining the taxable income of the seller. However, in case in which the conditions set forth for the participation exemption regime pursuant to Article 87 of the TUIR are satisfied, such capital gains are exempt from taxation up to 95% of their amount (for the conditions regarding the applicability of the regime set forth in Article 87 of the TUIR, see 4.4.1.2.B (iii)). Pursuant to the interpretation provided by the Tax Authority in circular no. 36 of August 4, 2004 with respect to the participation exemption regime, the capital gains deriving from the sale of option rights (such as the Warrants) qualifies for the exemption regime only if the option right is sold by the holder of the related holding from which the option derives. On the contrary, the exemption regime shall not apply – and the ordinary tax regime shall apply – if the option right is sold by a third party who obtained the option right separately from the share to which the option right is attached. This interpretation also applies in the case of the sale of the Warrants;

(d) Capital gains realised by entrepreneurs and general partnerships conducting commercial activities, resident in Italy for tax purposes, are considered in full in determining the taxable income of the seller. If the conditions for the participation exemption pursuant to Article 87 of the TUIR are satisfied, such capital gains are subject to tax for only 49.72% of the relative amount;

(e) Capital gains realised by parties set forth in Article 73, paragraph 1, letter c), of the TUIR, or public and private entities resident in Italy for tax purposes, other than companies, which do not have as sole or primary purpose the exercise of commercial activities, are subject to the same tax regime than the one applicable to individuals resident in Italy not conducting business activities (see above);

(f) Capital gains on Warrants realized by (a) Italian pension funds as referred to in Article 17 of Decree 252/2005 and (b) by Italian O.I.C.V.M are to be included in the calculation of the annual operating results subject to substitute tax at a rate of 11% for pension funds and at a rate of 12.5% for O.I.C.V.M. With reference to O.I.C.V.M resident in Italy with less than 100 participants – except in the case in which the units or shares of the aforesaid organizations held by qualified investors other than individuals exceed


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50% – the substitute tax of 12.5% applies to the portion of the management profits that refer to “non-qualified” holdings. On the portion of the management result accrued in each year that refers to “qualified” holdings held by the aforesaid parties, substitute tax is due instead at a rate of 27%. For these purposes, holdings in capital or equity with voting rights in companies traded on regulated markets exceeding 10% are considered “qualified” (this percentage is calculated taking into account the rights, whether represented by securities or not, that allow for acquiring holdings in capital or assets with voting rights).

(g) Capital gains realised by Italian real estate investment funds established pursuant to Article 37 of the TUF or Article 14-bis of Law 86/1994, are not subject to any tax withholding or substitute tax;

(h) Capital gains made by non-residents of Italy for tax purposes with no permanent establishment in Italy to which the Warrants are connected are not subject to tax in Italy if they relate to the sale of Warrants not qualifying as Sale of Qualified Holdings, or taxable only with respect to 49.72% of the relative amount if relating to a Sale of Qualified Holding. Where applicable, however, the provisions set forth by the relevant treaties against double taxation continue to apply if more favourable. In order to benefit from the exemption from taxation in Italy of capital gains from the sale of Warrants not qualifying as Sale of Qualified Holdings, the non-resident holders of Warrants to which the administered savings regime applies or who have opted for the managed savings regime pursuant to Articles 6 and 7 of Legislative Decree 461/1997, the Italian intermediary may request the submission of a self-certification certifying the non-residency in Italy for tax purposes. In order to benefit from the more favourable treaty provisions which may be applicable, the non-resident holders of Warrants to which the administered regime applies or who have opted for the managed regime pursuant to Articles 6 and 7 of Legislative Decree 461/1997, the Italian intermediary may instead request the submission of appropriate documentation, including a residence certificate issued by the competent foreign tax authorities.


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CHAPTER V CONDITIONS OF THE OFFER

5.1 Conditions and statistics relating to the Rights Offer, envisaged timetable and procedures for subscribing for the Rights Offer

5.1.1 Conditions to which the Rights Offer is subject

The Offer is not subject to any conditions.

5.1.2 Total amount of the Rights Offer

The maximum value of the Offer amounts to Euro 399,433,400.03 and includes up to 634,236,765 Ordinary Shares and up to 390,660,132 Preference Shares derived from the Capital Increase.

The Ordinary Shares will be offered on a pre-emptive basis to the shareholders holding ordinary Unipol shares at the Offer Price for Ordinary Shares of Euro 0.445 at an option ratio of 3 Ordinary Shares for every 7 ordinary Unipol shares held.

The Preference Shares will be offered on a pre-emptive to the shareholders holding Preference Unipol shares at the Offer Price for Preference Shares of Euro 0.300 at an option ratio of 3 Preference Shares for every 7 preference Unipol shares held.

To each Ordinary Share a 2010 – 2013 Unipol Ordinary Share Warrant will be attached which will trade separately from the Ordinary Share to which it is attached and which will entitle to subscribe for 2 Ordinary Conversion Shares every 13 exercised 2010 – 2013 Unipol Ordinary Share Warrants at a price of Euro 0.720 for every Ordinary Conversion Share, to be exercised in accordance with the terms and procedures set forth in the Warrants Regulation of the 2010 – 2013 Unipol Ordinary Share Warrants attached to the Prospectus as Annex.

To each Preference Share a 2010 – 2013 Unipol Preference Share Warrant will be attached which will trade separately from the Preference Share to which it is attached and which will entitle to subscribe for 2 Preference Conversion Shares every 13 exercised 2010 – 2013 Unipol Preference Share Warrants at a price of Euro 0.480 for every Preference Conversion Share, to be exercised in accordance with the terms and procedures set forth in the Warrants Regulation of the 2010 – 2013 Unipol Preference Share Warrants attached to the Prospectus as Annex.

The following table summarizes the main terms of the Offer:

Number of Shares offered on a pre-emptive basis

Ordinary

Preference

634,236,765

390,660,132

Option Ratio no. 3 Ordinary Shares / Preference Shares for every no. 7 shares of the same category held

Offer Price Ordinary

Preference

Euro 0.445

Euro 0.300

Total value of Capital Increase Euro 399,433,400.03

Number of shares of the Issuer outstanding at the date of the Prospectus

Ordinary 1,479,885,786


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Preference 911,540,314

Number of shares outstanding following subscription in full of the Capital Increase

Ordinary

Preference

no. 2,114,122,551

no. 1,302,200,446

Share capital post Offer in case of subscription in full of the Capital Increase

Euro 2,698,895,169.10

Percentage of Shares of total ordinary and preference shares of the Issuer in case of subscription in full of the Capital Increase

30.00%

Number of Warrants to be issued Ordinary

Preference

no. 634,236,765

no. 390,660,132

Warrant exercise ratio no. 2 Ordinary / Preference Conversion Shares for every no. 13 exercised Warrant of the same category

Warrant exercise price Ordinary

Preference

Euro 0.720

Euro 0.480

Number of Conversion Shares Ordinary

Preference

no. 97,574,886

no. 60,101,558

Total value of the Capital Increase in connection with the Warrants

Euro 99,102,665.76

Share capital in case of subscription in full of the Capital Increase and the Capital Increase in connection with the Warrants

Euro 2,746,198,102.30

Percentage of Conversion Shares of total ordinary and preference shares of the Issuer in case of subscription in full of the Capital Increase and full exercise of the Warrants

4.41%

5.1.3 Validity period of the Rights Offer and subscription procedure

The option rights which entitle the holders to subscribe for the Shares may be exercised, and if not will lapse, by the Shareholders during the Offer Period which runs from June 21, 2010 (included) until July 9, 2010 (included), through the authorized intermediaries and depositaries that are account holders with the centralized securities management system of Monte Titoli or through the Issuer solely with respect to the option right relating to the Deposited Shares, in accordance with


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the rules put in place by Monte Titoli prior to the transaction and through the submission of duly executed subscription forms made available by the authorized financial intermediaries.

Copies of the subscription form will be available to intermediaries at the Issuer’s registered office.

The timetable of the Offer is indicative and may be subject to changes upon the occurrence of events or circumstances beyond the control of the Issuer, including in particular the volatility of financial markets, which could prejudice the success of the Offer. Any changes to the Offer Period will be announced to the public by press release in the same manner as the publication of the Prospectus.

The subscription form will at a minimum include the characteristics of the Offer and the following information in easy-to-read font: (i) the notice that the person subscribing will be entitled to receive a free copy of the Prospectus; (ii) the cross-reference to the “Risk Factors” chapter included in the Prospectus.

The option rights for the subscription of Ordinary and Preference Shares will be traded on the Italian Stock Exchange from June 21, 2010 (included) until July 2, 2010 (included).

The option rights for the subscription of Ordinary and Preference Shares may be exercised by holders of ordinary Unipol shares and preference Unipol shares

It should be noted that, save for what is indicated above, the trading or, in general, any disposition relating to option rights, Shares, Warrants and Conversion Shares may be carried out exclusively through an authorized intermediary with an account in the centralized securities management system at Monte Titoli.

Subscriptions in connection with the Rights Offer may not be subject to any condition and are irrevocable, unless in the cases provided by applicable law.

Option rights which remain unexercised by the end of the Offer Period will lapse and will be offered by the Company on the Stock Exchange no later than in the month following the end of the Offer Period, for at least five trading days in accordance with Article 2441, paragraph 3, of the Italian Civil Code. The first and last date of the Auction will be published by specific notice.

The Company shall not be liable for delays attributable to the authorized intermediaries in executing the requested transaction orders in connection with the participation in the Offer. The verification of the regularity and accuracy of subscription requests received by the authorized intermediaries shall be carried out by such intermediaries.

The following table summarizes the expected timetable for the Offer:

Beginning of Offer Period and trading of option rights

June 21, 2010

End of trading of option rights July 2, 2010

End of Offer Period and final date for subscription of Shares

July 9, 2010

Publication of results of Offer at the end of Offer Period

No later than 5 business days from the end of the Offer Period

5.1.4 Termination and suspension of the Rights Offer

The Rights Offer will become irrevocable upon filing of the notice with the Companies’ Register of Bologna pursuant to Article 2441, paragraph 2 of the Italian Civil Code.


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If the Offer is not carried out within the periods indicated in this Prospectus, notice thereof will be provided to the public by the trading day prior to the scheduled Offer Period start date, and subsequently by means of a special notice published in a daily newspaper with national circulation which shall simultaneously be sent to Consob.

5.1.5 Description of possibility to reduce subscriptions and reimbursement methods of amounts paid in excess by subscribers

Persons participating in the Offer may not reduce, not even in part, their subscriptions.

5.1.6 Minimum and/or maximum subscription amount

This Rights Offer is made to all holders of ordinary and preference shares of the Company in proportion to the stakes held by them at an option ratio of 3 Ordinary Shares for every 7 ordinary Unipol shares held and of 3 Preference Shares for every 7 preference Unipol shares held.

There are no minimum or maximum subscription amounts.

The 2010-2013 Unipol Ordinary Share Warrants and the 2010-2013 Unipol Preference Share Warrants will be issued free of charge to subscribers in the Capital Increase at a ratio of one 2010-2013 Unipol Ordinary Share Warrant and one 2010-2013 Unipol Preference Share Warrant, respectively, for every subscribed for Ordinary Share and every subscribed for Preference Share. The holders of 2010-2013 Unipol Ordinary Share Warrants and the holders of 2010-2013 Unipol Preference Share Warrants will be entitled, at the conditions set forth in the Warrants Regulations, to subscribe for 2 Ordinary Conversion Shares for every 13 2010-2013 Unipol exercised Ordinary Share Warrants submitted and for 2 Preference Conversion Shares for every 13 exercised 2010-2013 Unipol Preference Share Warrants submitted.

5.1.7 Possibility to withdraw and or revoke the subscription

The subscription of the Offer is irrevocable, except in the cases provided by law. The subscribers may not withdraw their subscription for Shares, expect in the event of termination set forth in Article 95-bis, paragraph 2, of the TUF, i.e. in the event of the publication of a Prospectus supplement while the Offer is pending in accordance with Article 94, paragraph 7, of the TUF.

5.1.8 Procedures and deadlines for payment and delivery of the Shares

The payment in full for the Shares shall be made at the time of their subscription at the authorized intermediary where the subscription request is submitted through the exercise of the relevant option rights or at the Issuer solely with respect to the option rights relating to the Deposited Shares. The Issuer has not provided for any additional expense or fee to be borne by the subscribers.

The Ordinary Shares and the Preference Shares, with the attached respective Warrants, subscribed for by the end of the Offer Period, shall be made available on the books of the authorized intermediaries that are account holders at the centralized securities management system of Monte Titoli or of the Issuer solely with respect to the Shares subscribed for following the exercise of the option rights relating to the Deposited Shares, on the same date starting on July 12, 2010 on which the Issuer has received proof of the availability of the consideration paid for the exercise of the option rights, except for delays not within the Issuer’s control. The Shares shall in any event be made available to the beneficiaries no later than the tenth trading day following the end of the Offer Period.


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The Ordinary Shares and the Preference Shares, with the attached respective Warrants, subscribed for by the end of the Auction shall be made available to the beneficiaries through authorised intermediaries, members of the centralized system managed by Monte Titoli, no later than on the tenth trading day following the end of the Auction.

5.1.9 Publication of the results of the Rights Offer

Since this is a rights offer, the Issuer is the party required to disclose the results of the Offer to the public and to Consob.

The results of the Offer following the expiry of the Offer Period will be published by press release within 5 business days of the end of the Offer Period.

By the month following the expiration of the Offer Period pursuant to Article 2441, paragraph 3, of the Italian Civil Code, the Issuer will offer on the Italian Stock Exchange any option rights that may remain unexercised at the end of the Offer Period. By the day prior to the beginning of the Auction, a notice will be published in at least one Italian daily newspaper with national circulation stating the number of unexercised option rights that will be offered on the Italian Stock Exchange pursuant to Article 2441, paragraph 3 of the Italian Civil Code, and the dates of the sessions during which the Offer will be made.

The notice of the final results of the Offer will be published within 5 business days of the end of the Auction by press release, in accordance with Article 2441, paragraph 3, of the Italian Civil Code.

5.1.10 Procedures for exercising the pre-emptive right, the trading of the option rights and the treatment of unexercised option rights

The Issuer’s bylaws do not provide for pre-emptive rights on the Shares.

The option rights will be traded on the MTA from June 21, 2010 (included) until July 2, 2010 (included), in accordance with the Stock Exchange Rules and the provisions of Article 2441 of the Italian Civil Code and any other provision of applicable law.

Option rights that may remain unexercised by July 9, 2010, included, will be offered by the Issuer on the MTA in accordance with Article 2441, paragraph 3, of the Italian Civil Code.

5.2 Distribution and allocation plan

5.2.1 Recipients and markets of the Rights Offer

The Ordinary Shares and the Preference Shares shall be offered on a pre-emptive basis, at the same conditions, to the ordinary shareholders and the preference shareholders, respectively, without limitation or exclusion of the option rights. In light of the nature of the Offer, no distribution or allocation plan for the Shares is required.

The Offer is being made exclusively in Italy on the basis of the Prospectus.

The Prospectus does not constitute an offer of securities in the United States of America, Canada, Australia, Japan, or in any other foreign country in which the Rights Offer would not be permitted without specific authorisations in compliance with applicable law or an exemption thereof (the “Other Countries”).

In particular, the Offer is not addressed to, directly or indirectly, and cannot be accepted, directly or indirectly, in or from the Other Countries, through the services of any regulated market of the Other Countries, nor through mail services or any other national or international means of communication or commerce regarding the Other Countries (included, for example and not


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exhaustively, the mail network, fax, telex, electronic mail, telephone and internet and/or any other information technology instrument or supporting device). Likewise, subscriptions submitted through such services, means or instruments will not be accepted. Neither the Prospectus nor any other document relating to the Offer will be sent and must not be sent or otherwise forwarded, made available, distributed or made sent into and from the Other Countries; this limitation shall also apply to shareholders of Unipol resident in the Other Countries, or to persons which UGF or its representatives are aware of being fiduciaries, mandates or depositaries holding Unipol shares for the account of such persons.

Those who receive such documents (including, among others, custodians, delegates and fiduciaries) shall not distribute, send or mail any such documents to or from the Other Countries, neither through the mail service nor through any other national or international means of communication or commerce relating to the Other Countries (including, for example and not exhaustively the mail network, telex, electronic mail, the telephone and internet and/or any other means or supporting information technology device).

The distribution, mailing or sending of such documents to or from the Other Countries, or through the services of each regulated market of the Other Countries, through the mail services or through any other national or international means of communication relating to the Other Countries (including, for example but not exhaustively, the mail network, fax, telex, electronic mail, the telephone and internet and/or any other means or supporting device) will not allow the acceptance of subscriptions based on such documents.

The Ordinary Shares and the Preference Shares, the respective option rights, the Warrants and the Conversion Shares have not been and will not be registered under the “United States Securities Act” of 1933, as amended, nor pursuant to the respective laws in force in the Other Countries, and may not be offered or delivered, directly or indirectly in the Other Countries. As a result, any subscriptions in connection with this Offer originating directly or indirectly in the Other Countries will not be accepted.

UGF shareholders who are not resident in Italy may be prohibited from selling their option rights relating to the Shares and/or the exercise of such rights in accordance with the laws that may be applicable to them. As a result, such Shareholders are invited to specifically verify such issue prior to taking any action.

5.2.2 Underwriting commitments with regard to the Shares

Save for the description set forth below and that the Offer is addressed to shareholders of the Company, the Issuer is not aware of the intention of the members of its management, control and supervisory bodies to participate in the Offer.

Finsoe, the Issuer’s controlling shareholder, has irrevocably undertaken towards the Company to exercise all the option rights to which it is entitled in connection with the Capital Increase and therefore to fully subscribe for the entire quota of the Capital Increase to which it is entitled, amounting to 50.748% of the Ordinary Shares and 0.002% of the Preference Shares.

5.2.3 Information to be communicated prior to the allocation

Given the nature of the Offer, no communications to the subscribers prior the allocation of the Shares are required.

5.2.4 Procedure for the communication of the allocated amounts to subscribers

The authorized intermediaries who are account holders at the centralized securities management system of Monte Titoli or the Issuer solely with respect to the Shares with the attached Warrants


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deriving from the exercise of the option rights relating to the Deposited Shares will inform their respective clients of the allocation of the Shares and attached Warrants.

5.2.5 Over-allotment and greenshoe

Not applicable with respect to the Offer.

5.3 Determination of the Offer Price

5.3.1 Offer Price

The Offer Price of the Ordinary Shares is Euro 0.445 per Ordinary Share and the Offer Price of the Preference Shares is Euro 0.300 per Preference Share. A 2010-2013 Unipol Ordinary Share Warrant and a 2010-2013 Unipol Preference Warrant shall be attached free of charge to every subscribed for Ordinary Share and subscribed for Preference Share, respectively.

The Offer Price of the Ordinary Shares and the Preference Shares, in accordance with the resolutions by the extraordinary Shareholders’ Meeting of the Issuer held on April 29, 2010, was determined on June 17, 2010 by the Board of Directors of the Issuer, taking into account, among other things, of the share price of the ordinary shares and preference shares of the Company, market conditions at the time of the launch of the Offer, the business, assets and financial situation of the Company and the Group, as well as market practice for comparable transactions.

5.3.2 Publication of the Offer Price

The Offer Price of the Ordinary Shares and the Offer Price of the Preference Shares have already been determined as of the date of the Prospectus and thus no further procedures for the communication thereof are required.

5.3.3 Reason for the exclusion of the option right

The Shares are offered on a pre-emptive basis to the UGF shareholders pursuant to Article 2441, paragraph 1, of the Italian Civil Code and therefore no limitations of the option rights to which the shareholders are entitled, are applicable.

5.3.4 Difference, if any, between the Offer Price and the share price paid over the course of the prior year or to be paid by members of the management, supervisory and control bodies or by persons closely related to them.

Except for the acquisitions carried out and disclosed in compliance with applicable law, to the Issuer’s knowledge, the members of the management, supervisory and control bodies and senior management or persons in close relationship with such persons have not acquired ordinary shares and preference shares of the Company over the course of the past year at a different price than the Offer Price of the Ordinary Shares and the Offer Price of the Preference Shares.

5.4 Placement and Underwriting

5.4.1 Information on parties responsible for the placement of the Rights Offer and dealers

Since this is a rights offer, there is no party responsible for the placement or a placement consortium.

5.4.2 Name and address of organisations hired to perform financial services and the depositary agents in each country


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Subscription requests for the Rights Offer must be submitted through the authorized intermediaries who are account holders at the centralised securities management system of Monte Titoli and through the Issuer solely with respect to the option rights relating to the Deposited Shares.

5.4.3 Underwriting commitments

Finsoe, the Issuer’s controlling shareholder, has irrevocably agreed to exercise all the option rights to which it is entitled in connection with the Capital Increase and to thus fully subscribe for the entire stake of the Capital Increase to which it is entitled, amounting to 50.748% of the Ordinary Shares and 0.002% of the Preference Shares.

In addition, on March 25, 2010, Mediobanca entered into a pre-underwriting agreement with the Issuer pursuant to which it undertook to guarantee, subject to certain terms and conditions in line with market practice for this type of transactions, the subscription of the Shares deriving from the Capital Increase and object of this Rights Offer which may remain unsubscribed for at the end of the Auction, except for the Shares to be subscribed for by Finsoe.

The Offer is thus benefitting from a guarantee promoted and managed by Mediobanca acting as sole Global Coordinator and Bookrunner. The possible participation in the underwriting consortium of other institutions will be notified to the market through press release. The pre-underwriting agreement will be terminated upon the signing of the underwriting agreement (contratto di garanzia) (the “Underwriting Agreement”) which will be entered into on the date prior to the launch of the Offer.

The Underwriting Agreement will be in line with best market practices for similar transactions and will include, among others, provisions enabling the underwriters to rescind the agreement or provisions which terminate the validity of the agreement upon the occurrence of certain events relating to the Company and/or the Group and/or the market which can prejudice the success of the Offer or render the launch or continuation of the Offer inadvisable (such as, among others, the occurrence of a so-called “material adverse change”, i.e. material changes in the share capital, announcements or distributions of extraordinary dividends relating to UGF or changes and/or events in general, including of a legal and/or administrative nature, relating to UGF and/or the Group, which have or can have, in the good faith opinion of Mediobanca, a material adverse effect on the business and/or the financial and/or economic condition, assets, revenues and/or prospects of UGF or the Group, or the occurrence of a so-called “force majeure” event, i.e. extraordinary circumstances – in accordance with market practice – such as, among others, changes to the political situation, acts of war, terrorism or similar, or changes to the financial, economic, tax, valuation, regulatory or market condition, at a national as well as international level, or significant distortions in Italy and/or the main international markets, of the banking system, the clearance or settlement system, or impositions of a bank payment moratorium by the competent Authorities, such as to render, in the good faith opinion of Mediobanca, the Rights Offer and/or the Auction of the rights prejudicial and unadvisable, or such as to prejudice its success, or such as to render the fulfilment of the underwriting obligations more onerous), or a breach by the Company of the representations and warranties and undertakings set forth in the Underwriting Agreement.

5.4.4 Date on which the guaranty agreement has been or will be entered into

Subject to certain conditions in line with market practice, it is expected that the Underwriting Agreement will be entered into no later than on the day prior to the launch of the Rights Offer.


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CHAPTER VI LISTING MARKET

6.1 Listing market

Shares and Conversion Shares

The ordinary Unipol shares and the preferenceUnipol shares are listed on the MTA.

Pursuant to Article 2.4.1 of the Stock Exchange Rules, the Shares and Conversion Shares will be automatically traded on the same market on which the ordinary Unipol shares and the preferenceUnipol shares will be traded at the time of issue.

Warrants

An application was filed for the admission of the Warrants on the MTA. The admission to trading of the Warrants was authorised by Borsa Italiana by decree no. 6707 on June 14, 2010.

The first date of trading of the Warrants will be determined by Borsa Italiana with an appropriate notice in accordance with Article 2.4.4 of the Stock Exchange Rules, subject to the prior verification of the sufficient circulation and availability of the financial instruments to the persons entitled thereto.

Consequently, this Prospectus is deemed to constitute an information prospectus for a public offering and a listing prospectus for the Shares.

6.2 Other markets in which the Shares or other financial instruments of the Issuer are traded

At the date of the Prospectus, the ordinary shares and the preference shares of the Company are not listed in any other regulated market other than the MTA. At the date of the Prospectus, the Warrants are not traded in any regulated market.

6.3 Private placement

Not applicable.

6.4 Undertakings by the intermediaries in secondary market transactions

Not applicable.

6.5 Stabilization

No stabilization activity by the Issuer or by parties appointed by it is planned.


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CHAPTER VII HOLDERS OF FINANCIAL INSTRUMENTS INTENDING TO SELL

7.1 Selling Shareholders

The Shares are offered directly by the Issuer. Therefore, for all information regarding the Company, see the data and information provided in the Prospectus.

7.2 Financial instruments offered for sale by each of the Selling Shareholders

Considering the nature of the Offer, this provision is not applicable.

7.3 Lock-up agreements

There are no limitations on the free transfer of the Shares, the Warrants and the Conversion Shares. It should however be noted that pursuant to the pre-underwriting agreement entered into with Mediobanca on March 25, 2010, the Issuer undertook not to carry out further issuances of shares or other financial instruments convertible into shares or which grant the right to acquire/subscribe for shares of the Company, except for the Capital Increase, the Capital Increase in connection with the Warrants and the capital increase following the integration of Navale Assicurazione, without the prior written consent of Mediobanca, starting on the date of signing and for a period of 180 days following the closing of the Rights Offer.

The Underwriting Agreement, which will be entered into on the date prior to the launch of the Offer, will contain an analogous provision.


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CHAPTER VIII EXPENSES RELATED TO THE ISSUE/OFFER

8.1 Total net proceeds and estimate of total expenses related to the Offer

The net proceeds deriving from the Capital Increase in the event of full subscription thereof, net of expenses, are estimated at approximately Euro 387.4 million. The overall amount of expenses, including underwriting fees, is estimated at a maximum of approximately Euro 12.0 million.

In the event of full exercise of the Warrants, net proceeds will increase by approximately Euro 99.1 million.


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CHAPTER IX DILUTION

Since this is a capital increase with rights to subscribe for shares, there are no dilution effects in terms of the stakes in the share capital held by shareholders of the Company who decide to participate by fully subscribing the rights to which they are entitled.

In case of failure to subscribe the option rights or in case of failure to exercise the assigned Warrants, the shareholders would suffer a dilution of their holdings following the issuance of the Shares and the Conversion Shares.

The maximum percentage of dilution in case of full subscription of the Capital Increase amounts to approximately 30.00%.

The maximum percentage of dilution in case of full subscription of the Conversion Shares amounts to approximately 33.09%.


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CHAPTER X ADDITIONAL INFORMATION

10.1 Persons participating in the transaction

No consultants linked to the Offer are mentioned in Section Two.

10.2 Indication of other information contained in this Section subject to audit or limited review by the Independent Auditors

Section Two of the Prospectus does not contain additional information with respect to the information contained in Section One which has been subject to accounting audit or limited accounting review.

10.3 Expert opinions or reports

No expert opinions or reports are contained in Section Two.

10.4 Information provided by third parties with information on sources

Section Two does not include information provided by third parties.


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APPENDIX

- Independent Auditors’ Reports relating to the consolidated financial statements as of December 31, 2007, 2008 and 2009.

- Independent Auditors’ Report relating to pro-forma data.

- Independent Auditors’ Report relating to the consolidated condensed interim financial statements as of March 31, 2010.

- Independent Auditors’ Report relating to projections of the UGF Group.

- Warrants Regulation of the “2010-2013 Unipol Ordinary Share Warrants”.

- Warrants Regulation of the “2010-2013 Unipol Preference Share Warrants”.


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WARRANTS REGULATION OF the “2010 – 2013 UNIPOL ORDINARY SHARE WARRANTS”

Art. 1 – 2010 – 2013 Unipol Ordinary Share Warrants

The extraordinary Shareholders’ Meeting of Unipol Gruppo Finanziario S.p.A. (“UGF” or the “Issuer”), held on April 29, 2010, resolved among others, (i) to increase the share capital against payment and in a divisible manner (scindibile)for a maximum amount of Euro 400,000,000.00 inclusive of share premium, if any, through the issuance, in one or more tranches, of ordinary shares and preference shares without nominal value, with regular beneficial ownership, to be offered on a pre-emptive basis to existing holders of ordinary shares and existing holders of preference shares, respectively, pursuant to Article 2441 of the Italian Civil Code, with attached, free of charge, ordinary share warrants and preference share warrants in the ratio of 1(one) ordinary share warrant or 1(one) preference share warrant, respectively, for every newly issued share of the same class (“2010-2013 Unipol Ordinary Share Warrant” and “2010-2013 Unipol Preference Share Warrant”, respectively), and (ii) to increase the share capital in a divisible manner (scindibile) for an aggregate maximum amount of Euro 100,000,000.00, inclusive of share premium, if any, through the issuance of ordinary and preference shares at the service of the exercise of the respective warrants.

The 2010-2013 Unipol Ordinary Share Warrants will entitle holders (the “Holders of the 2010-2013 Unipol Ordinary Share Warrants”) to subscribe for – in accordance with the procedures and terms set forth in this Warrants Regulation (the “Warrants Regulation”) – no. 2 newly-issued ordinary shares (the “Ordinary Conversion Shares”), for every 13 exercised 2010-2013 Unipol Ordinary Share Warrants, at the price of Euro 0.720 for every Ordinary Conversion Share (the “Exercise Price”), save for the provisions of Article 3 below.

The 2010-2013 Unipol Ordinary Share Warrants have been admitted to the centralised securities management system of Monte Titoli S.p.A. in dematerialised form pursuant to Legislative Decree no. 213 of June 24, 1998.

The 2010-2013 Unipol Ordinary Share Warrants are in bearer form, freely transferable and will be traded separately from the shares to which they are attached starting from their issue date.

Art. 2 – Exercise procedures for the 2010-2013 Unipol Ordinary Share Warrants

I) The Holders of the 2010-2013 Unipol Ordinary Share Warrants will be entitled to request to subscribe for Ordinary Conversion Shares at any time from July 1, 2013 to December 16, 2013 (the “Exercise Period”), except as set forth in section V) below; and in particular for every 13 2010-2013 Unipol Ordinary Share Warrants held, 2 Ordinary Conversion Shares;

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II) the subscription requests (the “Exercise Requests”) shall be validly exercised if submitted during the Exercise Period to the intermediary who is registered with Monte Titoli S.p.A. with whom the 2010-2013 Unipol Ordinary Share Warrants have been deposited or to the Issuer, in this latter case only with respect to the 2010-2013 Unipol Ordinary Share Warrants which have been deposited with the Issuer. The exercise of the 2010-2013 Unipol Ordinary Share Warrants shall be effective, also for the purposes of section III) below, no later than on the tenth trading day in the month following the submission of the Exercise Request, except for Exercise Requests submitted between December 1, 2013 and December 16, 2013 that will be effective as of December 31, 2013. On the effective date of the exercise of the 2010-2013 Unipol Ordinary Share Warrants, UGF will issue the Ordinary Conversion Shares and make them available to the beneficiaries through Monte Titoli;

III) the subscribed for Ordinary Conversion Shares will entail the same beneficial ownership as the Unipol ordinary shares traded on the Exchange on the effective date of the exercise of the 2010-2013 Unipol Ordinary Share Warrants and will be provided with the relevant coupon valid as of such date;

IV) the Exercise Price for every Ordinary Conversion Share must be paid in full upon the submission of the Exercise Request, without commissions or expenses to be borne by the Holders;

V) the Exercise Period shall be deemed automatically suspended from the date on which any Shareholders’ Meeting of the Issuer is convened until (and including) the date on which such meeting is held - including if held on a subsequent call - and in any event until (excluding) the record date of the dividend distributions, if any, approved by the Shareholders’ Meeting.

The Exercise Requests submitted during the suspension of the Exercise Period shall be deemed to have been received on the date following the end of the suspension of the Exercise Period, provided that such date following the end of the suspension of the Exercise Period shall still be included in the Exercise Period;

VI) the 2010-2013 Unipol Ordinary Share Warrants not submitted for exercise prior to the final date December 16, 2013 shall lapse and become null and void;

VII) in addition to providing the required and standard information, upon submission of the Exercise Requests, the Holder of the 2010-2013 Unipol Ordinary Share Warrants shall:

(A) acknowledge that (a) neither the 2010-2013 Unipol Ordinary Share Warrants nor the Ordinary Conversion Shares have been or will be registered in the United States in accordance with the “United States

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Securities Act” of 1933; and (b) neither the 2010-2013 Unipol Ordinary Share Warrants nor the Ordinary Conversion Shares have been admitted to trading in a United States stock exchange or registered in any other way with any U.S. entity, organization and/or authority;

(B) represent (a) that it is not a “U.S. Person” as defined in “Regulation S” of the United States Securities Act of 1933; (b) that it has not at any time sold or traded, directly or indirectly, 2010-2013 Unipol Ordinary Share Warrants and/or Ordinary Conversion Shares in the United States and that it does not intend to do so in the future; (c) that it has not offered, sold or traded at any time 2010-2013 Unipol Ordinary Share Warrants and/or Ordinary Conversion Shares to a “U. S. Person” and that it will not do so in the future (for his own account or on behalf of third parties); and (d) that neither the 2010-2013 Unipol Ordinary Share Warrants nor the Ordinary Conversion Shares have been acquired on behalf of a “U.S. Person”.

If the above conditions are not satisfied, no subscribed for Ordinary Conversion Shares shall be allotted to the Holders of the 2010-2013 Unipol Ordinary Share Warrants.

Art. 3 – Rights of Holders of the 2010-2013 Unipol Ordinary Share Warrants in connection with transactions relating to the share capital of UGF

If between the issue date of the 2010-2013 Unipol Ordinary Share Warrants and December 31, 2013, taking into account for such purpose the provisions contained in section V) of Article 2 above, transactions relating to the share capital of UGF are carried out, the exercise ratio and the Exercise Price could be adjusted by the Issuer. In particular:

a) in the case of capital increases for consideration through the issuance of new shares to be offered on a pre-emptive basis to persons entitled thereto, including at the service of warrants valid for their subscription, or of convertible bonds – direct or indirect – or with warrants or any transaction which results in the detachment of tradable rights, the Exercise Price shall be reduced by an amount, rounded down to one thousandth of Euro, of:

(Pcum - Pex)

where

- Pcum represents the simple arithmetic average of the last five official “cum right” prices of the Unipol ordinary share registered on the Mercato Telematico Azionario organized and managed by Borsa Italiana S.p.A. (“Borsa Italiana”);

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- Pex represents the simple arithmetic average of the first five official “ex right” prices of the Unipol ordinary share registered on the Mercato Telematico Azionario organized and managed by Borsa Italiana.

In no event shall the Exercise Price be increased following the application of the preceding formula (even if Pex is higher than Pcum);

b) in the case of free capital increases through the allocation of new shares, the number of Ordinary Conversion Shares which may be subscribed for will be increased proportionally by the number of shares to be received in the free allocation. In such cases, as a result of the free capital increase, the Exercise Price will be reduced proportionally;

c) in the case of free capital increases without the issuance of new shares or the reduction of share capital for losses without cancellation of shares, neither the number of Ordinary Conversion Shares nor the Exercise Price will be changed;

d) in the case of reverse stock splits or stock splits, the number of Ordinary Conversion Shares which may be subscribed for and the Exercise Price will be amended proportionally to the ratio of reverse stock split/split;

e) in the case of amendments to the by-laws of UGF relating to the distribution of profits, neither the number of Ordinary Conversion Shares which may be subscribed for nor the Exercise Price will be changed;

f) in the case of capital increases through issuance of shares with exclusion of the pre-emption right pursuant to 2441, paragraphs 4, 5, 6 and 8 of the Italian Civil Code, neither the number of Ordinary Conversion Shares which may be subscribed for nor the Exercise Price will be changed;

g) in the case of mergers/demergers in which the Issuer is not the incorporating/receiving entity, the number of Ordinary Conversion Shares which may be subscribed for will be changed accordingly, on the basis of the respective exchange/allocation ratio.

If any transaction is carried out other than the transactions discussed above which may have similar effects, the number of Ordinary Conversion Shares which may be subscribed for and/or, if required, the Exercise Price, shall be amended pursuant to generally accepted methods.

If the Exercise Request is submitted prior to the communication of the new Exercise Price following a transaction set forth in section a) of this Article, as a result of the exercise following the detachment of the right, any overpayment made upon submission of the Exercise Request, taking the Exercise Price prior to the adjustment pursuant to section a) of this Article as a basis, will be reimbursed to the subscriber without interest at the date on which the new Exercise Price will be communicated.

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If a fractional number of Ordinary Conversion Shares is due following the application of the provisions of this Article in connection with the exercise of the 2010-2013 Unipol Ordinary Share Warrants, the Holder of the 2010-2013 Unipol Ordinary Share Warrants will be entitled to subscribe for Ordinary Conversion Shares until the full number, rounded to the next lowest unit, is reached, without the possibility to exercise any rights with respect to the fractional portion.

Art. 4 – Appointed Institutions

The exercise of the 2010-2013 Unipol Ordinary Share Warrants will take place through the authorized intermediaries registered with the centralised securities management system of Monte Titoli S.p.A. or through the Issuer, in such latter case only with respect to the 2010-2013 Unipol Ordinary Share Warrants deposited with the Issuer.

Art. 5 – Lapse of Time

The right to exercise the 2010-2013 Unipol Ordinary Share Warrants must be exercised within the terms and in accordance with the procedures set forth in Article 2 of this Warrants Regulation, or otherwise it shall lapse.

Art. 6 - Listing

The Issuer will apply for the admission of the 2010-2013 Unipol Ordinary Share Warrants to trading in a regulated market organized and managed by Borsa Italiana.

Art. 7 – Tax regime applying to capital gains from the sale of the 2010-2013 Unipol Ordinary Share Warrants

On the basis of applicable law, capital gains deriving from the transfer for consideration of warrants for subscription of holdings in companies resident in Italy with shares traded in regulated markets, if not carried out in connection with the conduct of professional or business activities, constitute other financial income and are subject to the tax regime as capital gains deriving from the transfer of shares (Articles 67 et seq. of Presidential Decree no. 917 of December 22, 1986, or “TUIR”). The sale of “securities or rights through which shareholdings can be acquired” (such as the warrants) are treated as sale of shareholdings and are subject to the same tax regime as the sale of shareholdings.

As a result, the tax regime applicable to the capital gain differs depending on the party carrying out the transfer; in particular:

(A) if the capital gain is realised by an individual resident in Italy outside of the conduct of business activities, simple partnerships and equivalent entities:

- the capital gain is subject to a substitute tax of 12.50% if the sale relates to a “non-qualified” holding (as defined below); in such case, however, the selling party may chose whether to apply the income

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tax return regime, the administered regime or the managed regime, pursuant to Articles 5, 6 and 7, respectively, of Legislative Decree no. 461 of November 21, 1997;

- the capital gain is considered in determining the taxable income for up to 49.72% of its value and is taxed with a progressive tax rate if the sale of the warrants relates to a “qualified” holding (as defined below) pursuant to Article 68, paragraph 3, of TUIR, and the Ministerial Decree of April 2, 2008.

For these purposes, a holding is deemed to be “qualified” if it represents, in the case of listed companies, a percentage of voting rights exercisable in the ordinary shareholders’ meeting in excess of 2%, or, alternatively, a percentage of share capital or assets in excess of 5%. In order to determine whether such minimum percentages are exceeded, securities or rights through which qualified holdings can be acquired must be taken into account (such as warrants for subscription and purchase, call options for shareholdings, option rights pursuant to Articles 2441 and 2420-bis of the Italian Civil Code, convertible bonds). As a consequence, a sale of a qualified holding may occur also in the case in which only securities or rights are sold which, taken separately or together with all other holdings sold, represent a percentage of voting rights or of capital in excess of the stated limits. In order to determine the percentage of voting rights and of capital, sales made within a period of twelve months must be aggregated; therefore, all sales made by the same party within twelve months from the date of the sale must be taken into account for every sale, even if they fall in different tax periods.

As a result, if a party, after having carried out a first transfer of a non-qualified holding, carries out other sales within twelve months of the first sale, as a result of which the above-mentioned thresholds of voting rights or capital are exceeded due to the rule of aggregation, the sale of a qualified holding is deemed to have occurred.

The applicability of this rule which requires to take into account all sales carried out over the course of twelve months is subject to the condition that the taxpayer holds, at least for one day, a holding in excess of the percentages stated above;

(B) if the capital gain is realised by non-resident parties without permanent establishment in Italy:

- the capital gain deriving from the sale of the 2010-2013 Unipol Ordinary Share Warrants, where the requirements set forth by law are met, is exempt from taxation in Italy, if both the warrants (i) are traded in regulated markets and (ii) allow for the subscription of a “non-qualified” holding of capital or assets of a resident company listed on regulated markets, in accordance with the interpretation provided by the Minister of Finance in Circular no. 207 of October 26, 1999;

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- the capital gain deriving from the sale of the warrants is considered in determining the taxable income for 49.72% of its amount pursuant to Article 68, paragraph 3, of TUIR and the Ministerial Decree of April 2, 2008 (and is subject to taxation with different rates depending on whether it is an individual or company or entity) if it relates to a “qualified” holding traded on regulated markets.

Further, the capital gain is not subject to taxation in Italy if the seller is resident in a country which has entered into a treaty against double taxation with Italy pursuant to which the taxation is exclusively reserved to the country of residence of the seller (in compliance with the provisions of Article 13, paragraph 5 of the Treaty Model against double taxation prepared by the OECD).

In addition, capital gains deriving from the sale of warrants which relate to non-qualified holdings are not subject to taxation in Italy provided that the seller is resident in a country included in Article 6 of Legislative Decree no. 239 of April 1, 1996.

Depending on the cases, the possibility to benefit from the mentioned tax exemption regimes with respect to capital gains is subject to the submission of appropriate documentation certifying the fulfilment of the relevant conditions for such application.

The description set forth above constitutes a mere summary of the tax regime applicable to the purchase, holding and sale of the warrants under Italian tax law currently in force, applicable to certain specific (and not all) classes of investors, and does not intend to be an exhaustive analysis of all possible tax consequences related to the purchase, holding and sale of such securities. For further information and details on the tax regime of such instruments, see Legislative Decree no. 461 of November 21, 1997, as amended, and the TUIR, as well as further legal and related administrative provisions. Investors are therefore requested to consult with their advisors with respect to the tax regime applicable to the purchase, holding and sale of the 2010-2013 Unipol Ordinary Share Warrants.

Art. 8 - Miscellaneous

Any notice by UGF to Holders of the 2010-2013 Unipol Ordinary Share Warrants shall be carried out, unless provided otherwise by law, through notice published in at least one newspaper with general circulation in Italy and on the website of UGF at www.unipolgf.it.

Holding 2010-2013 Unipol Ordinary Share Warrants implies the full acceptance of the terms and conditions set forth in this Warrants Regulation.

This Warrants Regulation is governed by Italian law.

Any dispute arising in connection with the 2010-2013 Unipol Ordinary Share Warrants and the provisions of this Warrants Regulation shall be submitted to the

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exclusive jurisdiction of the Court of Bologna or, if the Holder of the 2010-2013 Unipol Ordinary Share Warrants qualifies as a consumer pursuant to Article 1469-bis of the Italian Civil Code, the court of residence or elected domicile of such holder.

WARRANTS REGULATION OF THE “2010 – 2013 UNIPOL PREFERENCE SHARE WARRANTS”

Art. 1 – 2010 – 2013 Unipol Preference Share Warrants

The extraordinary Shareholders’ Meeting of Unipol Gruppo Finanziario S.p.A. (“UGF” or the “Issuer”), held on April 29, 2010, resolved among others, (i) to increase the share capital against payment and in a divisible manner (scindibile) for a maximum amount of Euro 400,000,000.00 inclusive of share premium, if any, through the issuance, in one or more tranches, of ordinary shares and preference shares without nominal value, with regular beneficial ownership, to be offered on a pre-emptive basis to existing holders of ordinary shares and existing holders of preference shares, respectively, pursuant to Article 2441 of the Italian Civil Code, with attached, free of charge, ordinary share warrants and preference share warrants in the ratio of 1(one) ordinary share warrant or 1(one) preference share warrant, respectively, for every newly issued share of the same class (“2010-2013 Unipol Ordinary Share Warrant” and “2010-2013 Unipol Preference Share Warrant”, respectively), and (ii) to increase the share capital in a divisible manner (scindibile) for an aggregate maximum amount of Euro 100,000,000.00, inclusive of share premium, if any, through the issuance of ordinary and preference shares at the service of the exercise of the respective warrants.

The 2010-2013 Unipol Preference Share Warrants will entitle holders (the “Holders of the 2010-2013 Unipol Preference Share Warrants”) to subscribe for – in accordance with the procedures and terms set forth in this Warrants Regulation (the “Warrants Regulation”) – no. 2 newly-issued preference shares (the “Preference Conversion Shares”), for every 13 exercised 2010-2013 Unipol Preference Share Warrants, at the price of Euro 0.480 for every Preference Conversion Share (the “Exercise Price”), save for the provisions of Article 3 below.

The 2010-2013 Unipol Preference Share Warrants have been admitted to the centralised securities management system of Monte Titoli S.p.A. in dematerialised form pursuant to Legislative Decree no. 213 of June 24, 1998.

The 2010-2013 Unipol Preference Share Warrants are in bearer form, freely transferable and will be traded separately from the shares to which they are attached starting from their issue date.

Art. 2 – Exercise procedures for the 2010-2013 Unipol Preference Share Warrants

I) The Holders of the 2010-2013 Unipol Preference Share Warrants will be entitled to request to subscribe for Preference Conversion Shares at any time from July 1, 2013 to December 16, 2013 (the “Exercise Period”), except as set forth in section V) below; and in particular for every 13 2010-

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2013 Unipol Preference Share Warrants held, 2 Preference Conversion Shares;

II) the subscription requests (the “Exercise Requests”) shall be validly exercised if submitted during the Exercise Period to the intermediary who is registered with Monte Titoli S.p.A. with whom the 2010-2013 Unipol Preference Share Warrants have been deposited or to the Issuer, in this latter case only with respect to the 2010-2013 Unipol Preference Share Warrants which have been deposited with the Issuer. The exercise of the 2010-2013 Unipol Preference Share Warrants shall be effective, also for the purposes of section III) below, no later than on the tenth trading day in the month following the submission of the Exercise Request, except for Exercise Requests submitted between December 1, 2013 and December 16, 2013 that will be effective as of December 31, 2013. On the effective date of the exercise of the 2010-2013 Unipol Preference Share Warrants, UGF will issue the Preference Conversion Shares and make them available to the beneficiaries through Monte Titoli;

III) the subscribed for Preference Conversion Shares will entail the same beneficial ownership as the Unipol preference shares traded on the Exchange on the effective date of the exercise of the 2010-2013 Unipol Preference Share Warrants and will be provided with the relevant coupon valid as of such date;

IV) the Exercise Price for every Preference Conversion Share must be paid in full upon the submission of the Exercise Request, without commissions or expenses to be borne by the Holders;

V) the Exercise Period shall be deemed automatically suspended from the date on which any Shareholders’ Meeting of the Issuer is convened until (and including) the date on which such meeting is held - including if held on a subsequent call - and in any event until (excluding) the record date of the dividend distributions, if any, approved by the Shareholders’ Meeting.

The Exercise Requests submitted during the suspension of the Exercise Period shall be deemed to have been received on the date following the end of the suspension of the Exercise Period, provided that such date following the end of the suspension of the Exercise Period shall still be included in the Exercise Period;

VI) the 2010-2013 Unipol Preference Share Warrants not submitted for exercise prior to the final date December 16, 2013 shall lapse and become null and void;

VII) in addition to providing the required and standard information, upon submission of the Exercise Requests, the Holder of the 2010-2013 Unipol Preference Share Warrants shall:

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(A) acknowledge that (a) neither the 2010-2013 Unipol Preference Share Warrants nor the Preference Conversion Shares have been or will be registered in the United States in accordance with the “United States Securities Act” of 1933; and (b) neither the 2010-2013 Unipol Preference Share Warrants nor the Preference Conversion Shares have been admitted to trading in a United States stock exchange or registered in any other way with any U.S. entity, organization and/or authority;

(B) represent (a) that it is not a “U.S. Person” as defined in “Regulation S” of the United States Securities Act of 1933; (b) that it has not at any time sold or traded, directly or indirectly, 2010-2013 Unipol Preference Share Warrants and/or Preference Conversion Shares in the United States and that it does not intend to do so in the future; (c) that it has not offered, sold or traded at any time 2010-2013 Unipol Preference Share Warrants and/or Preference Conversion Shares to a “U. S. Person” and that it will not do so in the future (for his own account or on behalf of third parties); and (d) that neither the 2010-2013 Unipol Preference Share Warrants nor the Preference Conversion Shares have been acquired on behalf of a “U.S. Person”.

If the above conditions are not satisfied, no subscribed for Preference Conversion Shares shall be allotted to the Holders of the 2010-2013 Unipol Preference Share Warrants.

Art. 3 – Rights of Holders of the 2010-2013 Unipol Preference Share Warrants in connection with transactions relating to the share capital of UGF

If between the issue date of the 2010-2013 Unipol Preference Share Warrants and December 31, 2013, taking into account for such purpose the provisions contained in section V) of Article 2 above, transactions relating to the share capital of UGF are carried out, the exercise ratio and the Exercise Price could be adjusted by the Issuer. In particular:

a) in the case of capital increases for consideration through the issuance of new shares to be offered on a pre-emptive basis to persons entitled thereto, including at the service of warrants valid for their subscription, or of convertible bonds – direct or indirect – or with warrants or any transaction which results in the detachment of tradable rights, the Exercise Price shall be reduced by an amount, rounded down to one thousandth of Euro, of:

(Pcum - Pex)

where

- Pcum represents the simple arithmetic average of the last five official “cum right” prices of the Unipol preference share registered on the

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Mercato Telematico Azionario organized and managed by Borsa Italiana S.p.A. (“Borsa Italiana”);

- Pex represents the simple arithmetic average of the first five official “ex right” prices of the Unipol preference share registered on the Mercato Telematico Azionario organized and managed by Borsa Italiana.

In no event shall the Exercise Price be increased following the application of the preceding formula (even if Pex is higher than Pcum);

b) in the case of free capital increases through the allocation of new shares, the number of Preference Conversion Shares which may be subscribed for will be increased proportionally by the number of shares to be received in the free allocation. In such cases, as a result of the free capital increase, the Exercise Price will be reduced proportionally;

c) in the case of free capital increases without the issuance of new shares or the reduction of share capital for losses without cancellation of shares, neither the number of Preference Conversion Shares nor the Exercise Price will be changed;

d) in the case of reverse stock splits or stock splits, the number of Preference Conversion Shares which may be subscribed for and the Exercise Price will be amended proportionally to the ratio of reverse stock split/split;

e) in the case of amendments to the by-laws of UGF relating to the distribution of profits, neither the number of Preference Conversion Shares which may be subscribed for nor the Exercise Price will be changed;

f) in the case of capital increases through issuance of shares with exclusion of the pre-emption right pursuant to 2441, paragraphs 4, 5, 6 and 8 of the Italian Civil Code, neither the number of Preference Conversion Shares which may be subscribed for nor the Exercise Price will be changed;

g) in the case of mergers/demergers in which the Issuer is not the incorporating/receiving entity, the number of Preference Conversion Shares which may be subscribed for will be changed accordingly, on the basis of the respective exchange/allocation ratio.

If any transaction is carried out other than the transactions discussed above which may have similar effects, the number of Preference Conversion Shares which may be subscribed for and/or, if required, the Exercise Price, shall be amended pursuant to generally accepted methods.

If the Exercise Request is submitted prior to the communication of the new Exercise Price following a transaction set forth in section a) of this Article, as a result of the exercise following the detachment of the right, any overpayment made upon submission of the Exercise Request, taking the Exercise Price prior to the

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adjustment pursuant to section a) of this Article as a basis, will be reimbursed to the subscriber without interest at the date on which the new Exercise Price will be communicated.

If a fractional number of Preference Conversion Shares is due following the application of the provisions of this Article in connection with the exercise of the 2010-2013 Unipol Preference Share Warrants, the Holder of the 2010-2013 Unipol Preference Share Warrants will be entitled to subscribe for Preference Conversion Shares until the full number, rounded to the next lowest unit, is reached, without the possibility to exercise any rights with respect to the fractional portion.

Art. 4 – Appointed Institutions

The exercise of the 2010-2013 Unipol Preference Share Warrants will take place through the authorized intermediaries registered with the centralised securities management system of Monte Titoli S.p.A. or through the Issuer, in such latter case only with respect to the 2010-2013 Unipol Preference Share Warrants deposited with the Issuer.

Art. 5 – Lapse of Time

The right to exercise the 2010-2013 Unipol Preference Share Warrants must be exercised within the terms and in accordance with the procedures set forth in Article 2 of this Warrants Regulation, or otherwise it shall lapse.

Art. 6 - Listing

The Issuer will apply for the admission of the 2010-2013 Unipol Preference Share Warrants to trading in a regulated market organized and managed by Borsa Italiana.

Art. 7 – Tax regime applying to capital gains from the sale of the 2010-2013 Unipol Preference Share Warrants

On the basis of applicable law, capital gains deriving from the transfer for consideration of warrants for subscription of holdings in companies resident in Italy with shares traded in regulated markets, if not carried out in connection with the conduct of professional or business activities, constitute other financial income and are subject to the tax regime as capital gains deriving from the transfer of shares (Articles 67 et seq. of Presidential Decree no. 917 of December 22, 1986, or “TUIR”). The sale of “securities or rights through which shareholdings can be acquired” (such as the warrants) are treated as sale of shareholdings and are subject to the same tax regime as the sale of shareholdings.

As a result, the tax regime applicable to the capital gain differs depending on the party carrying out the transfer; in particular:

(A) if the capital gain is realised by an individual resident in Italy outside of the conduct of business activities, simple partnerships and equivalent entities:

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- the capital gain is subject to a substitute tax of 12.50% if the sale relates to a “non-qualified” holding (as defined below); in such case, however, the selling party may chose whether to apply the income tax return regime, the administered regime or the managed regime, pursuant to Articles 5, 6 and 7, respectively, of Legislative Decree no. 461 of November 21, 1997;

- the capital gain is considered in determining the taxable income for up to 49.72% of its value and is taxed with a progressive tax rate if the sale of the warrants relates to a “qualified” holding (as defined below) pursuant to Article 68, paragraph 3, of TUIR, and the Ministerial Decree of April 2, 2008.

For these purposes, a holding is deemed to be “qualified” if it represents, in the case of listed companies, a percentage of voting rights exercisable in the ordinary shareholders’ meeting in excess of 2%, or, alternatively, a percentage of share capital or assets in excess of 5%. In order to determine whether such minimum percentages are exceeded, securities or rights through which qualified holdings can be acquired must be taken into account (such as warrants for subscription and purchase, call options for shareholdings, option rights pursuant to Articles 2441 and 2420-bis of the Italian Civil Code, convertible bonds). As a consequence, a sale of a qualified holding may occur also in the case in which only securities or rights are sold which, taken separately or together with all other holdings sold, represent a percentage of voting rights or of capital in excess of the stated limits. In order to determine the percentage of voting rights and of capital, sales made within a period of twelve months must be aggregated; therefore, all sales made by the same party within twelve months from the date of the sale must be taken into account for every sale, even if they fall in different tax periods.

As a result, if a party, after having carried out a first transfer of a non-qualified holding, carries out other sales within twelve months of the first sale, as a result of which the above-mentioned thresholds of voting rights or capital are exceeded due to the rule of aggregation, the sale of a qualified holding is deemed to have occurred.

The applicability of this rule which requires to take into account all sales carried out over the course of twelve months is subject to the condition that the taxpayer holds, at least for one day, a holding in excess of the percentages stated above;

(B) if the capital gain is realised by non-resident parties without permanent establishment in Italy:

- the capital gain deriving from the sale of the 2010-2013 Unipol Preference Share Warrants, where the requirements set forth by law are met, is exempt from taxation in Italy, if both the warrants (i) are traded in regulated markets and (ii) allow for the subscription of a “non-qualified” holding of capital or assets of a resident company

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listed on regulated markets, in accordance with the interpretation provided by the Minister of Finance in Circular no. 207 of October 26, 1999;

- the capital gain deriving from the sale of the warrants is considered in determining the taxable income for 49.72% of its amount pursuant to Article 68, paragraph 3, of TUIR and the Ministerial Decree of April 2, 2008 (and is subject to taxation with different rates depending on whether it is an individual or company or entity) if it relates to a “qualified” holding traded on regulated markets.

Further, the capital gain is not subject to taxation in Italy if the seller is resident in a country which has entered into a treaty against double taxation with Italy pursuant to which the taxation is exclusively reserved to the country of residence of the seller (in compliance with the provisions of Article 13, paragraph 5 of the Treaty Model against double taxation prepared by the OECD).

In addition, capital gains deriving from the sale of warrants which relate to non-qualified holdings are not subject to taxation in Italy provided that the seller is resident in a country included in Article 6 of Legislative Decree no. 239 of April 1, 1996.

Depending on the cases, the possibility to benefit from the mentioned tax exemption regimes with respect to capital gains is subject to the submission of appropriate documentation certifying the fulfilment of the relevant conditions for such application.

The description set forth above constitutes a mere summary of the tax regime applicable to the purchase, holding and sale of the warrants under Italian tax law currently in force, applicable to certain specific (and not all) classes of investors, and does not intend to be an exhaustive analysis of all possible tax consequences related to the purchase, holding and sale of such securities. For further information and details on the tax regime of such instruments, see Legislative Decree no. 461 of November 21, 1997, as amended, and the TUIR, as well as further legal and related administrative provisions. Investors are therefore requested to consult with their advisors with respect to the tax regime applicable to the purchase, holding and sale of the 2010-2013 Unipol Preference Share Warrants.

Art. 8 - Miscellaneous

Any notice by UGF to Holders of the 2010-2013 Unipol Ordinary Share Warrants shall be carried out, unless provided otherwise by law, through notice published in at least one newspaper with general circulation in Italy and on the website of UGF at www.unipolgf.it.

Holding 2010-2013 Unipol Preference Share Warrants implies the full acceptance of the terms and conditions set forth in this Warrants Regulation.

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This Warrants Regulation is governed by Italian law.

Any dispute arising in connection with the 2010-2013 Unipol Preference Share Warrants and the provisions of this Warrants Regulation shall be submitted to the exclusive jurisdiction of the Court of Bologna or, if the Holder of the 2010-2013 Unipol Preference Share Warrants qualifies as a consumer pursuant to Article 1469-bis of the Italian Civil Code, the court of residence or elected domicile of such holder.

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