Unipol’s First Fifty Years. A story written looking to the ... · toscane 96.88% 3.12% consorzio...

Unipol Gruppo FinanziarioConsolidated interimFinancial Reportat 31 March 2013

Unipol’s First Fifty Years.A story written looking to the future.

UNIPOL GRUPPO FINANZIARIO S.P.A. ___________________________________________________________ Registered Office and Head Office in Bologna at 45, Via Stalingrado Fully paid up issued share capital euro 3,365,292,295.47 Tax registration and Bologna companies’ registration number - 00284160371 and R.E.A. number 160304 The group parent, Unipol is registered with the Register of Insurance Groups, number 046 www.unipol.it

This is a translation from the Italian original, which is the official version Consolidated Interim Financial Report at 31 March 2013 (prepared in accordance with the requirements of Art.154-ter of Legislative Decree 58 of 1998) Bologna, 9 May 2013

Contents Corporate bodies ....................................................................................................... 4 Management report Scope of consolidation as at 31 March 2013 ............................................................. 6 Macroeconomic background and market performance .............................................. 8 Basis of preparation of the Interim Financial Report ................................................ 12 Financial highlights .................................................................................................. 14 Other performance indicators .................................................................................. 15 Management report ................................................................................................. 16 Insurance business segment ................................................................................... 21 Banking business segment ...................................................................................... 29 Real estate business segment ................................................................................. 31 Holding/service companies and other activities ....................................................... 32 Asset management .................................................................................................. 34 Technical reserves and financial liabilities ............................................................... 37 Significant events after the reporting period and outlook ......................................... 38 Consolidated interim financial statements Statement of financial position ................................................................................. 40 Income statement and statement of comprehensive income ................................... 42 Segmental analysis of the income statement .......................................................... 44 Statement made by the Executive charged with the preparation of the company’s financial statements pursuant to Article 154-bis of Legislative Decree 58 of 1998 ............................................................................... 47

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Corporate bodies Honorary Chairman Enea Mazzoli Board of Directors

Chairman Pierluigi Stefanini Vice Chairman Giovanni Antonelli Chief Executive Officer and General Manager Carlo Cimbri Directors

Giovanni Battista Baratta Francesco Berardini Rocco Carannante Piero Collina Sergio Costalli Ernesto Dalle Rive Vanes Galanti Guido Galardi Giuseppina Gualtieri Claudio Levorato Ivan Malavasi

Paola Manes Pier Luigi Morara Milo Pacchioni Marco Pedroni Elisabetta Righini Francesco Saporito Adriano Turrini Marco Giuseppe Venturi Hilde Vernaillen Rossana Zambelli Mario Zucchelli

Company Secretary Roberto Giay

Board of Statutory Auditors (“il Collegio Sindacale”)

Chairman Roberto Chiusoli Standing statutory auditors Silvia Bocci

Domenico Livio Trombone Alternate statutory auditors Carlo Cassamagnaghi

Chiara Ragazzi

Executive charged with the preparation of the financial statements Maurizio Castellina

External Auditors PricewaterhouseCoopers SpA

4

Management Report

Real estatesegment

InsuRancesegment

athens Re FundFondo speculativo

100%

tikal Re Fund 35.36%59.65%

campo carlomagno

100%

Immobiliare lombarda

35.83%64.17%

midi100%

unifimm100%

Punta di ferro100%

covent garden BO

comsider

100%

100%

meridiano aurora100%

sIm etoile100%

stimma100%

Villa Ragionieri100%

Immobiliare Fondiaria-saI

100%

Bramante - 100% carpaccio - 100% cascine trenno - 100% Immobiliare litorella - 100% In.V.eD. - 100% Insediamenti avanzati nel territorio - 100% marina di loano - 100% masaccio - 100% meridiano Bellarmino - 100% meridiano Bruzzano - 100% meridiano Primo - 100% meridiano secondo - 100% mizar - 100% nuova Impresa edificatrice moderna - 100% Pontormo - 100% Progetto Bicocca la Piazza in liq. - 74% R.eDIl.mO. - 100% s.e.I.s. - 51.67% trenno Ovest - 100%

Premafin HP

80.93%

Fondiaria-saI22.97%

24.32% (16)

milano assicurazioni

61.10%

(6)

systema100%

Dialogo assicurazioni

99.85%

liguria99.97%

liguria Vita

100%

Pronto assistance100%

sIat

Incontra assicurazioni

51%

the lawrence lifeassurance

DDOR Re

99.998%

100%

europa tutela giudiziaria

100%

BIm Vita50%

the lawrence Re

DDOR99.99%

unisalute 98.53%

linear assicurazioni

100%

linear life 100%

arca Vita 63.39%

Immobiliare milano 100%

sintesi seconda - 100%

nuove Iniziative toscane

3.12%96.88%

consorzio castello - 99.57%

unipol assicurazioni

100%

smallpart - 100%

arca assicurazione

98.09%

IsI Insurance

50%

arca VitaInternational

100%

(1)

Popolare Vita24.39%

(2)

(4)

(3)

arca Direct assicurazioni - 100% arca Inlinea - 60.22% (10) arca sistemi - 82.03 (11)

(15)

BanKIngsegment

OtHeR actIVItIes

unipol sgR 100%

Banca saI100%

Finitalia

100%

saI mercatimobiliari sIm

100%

saI InvestimentisgR

20%

unipol Banca 67.74%

(5)

unipol merchant100%

eurosai Finanziaria di Partecipazioni

100%

Fondiaria-saI nederland B.V.

100%

saiagricola

service gruppo Fondiaria-saI

92.01%

70%

6.8%

30%

casa di cura Villa Donatello

100%

centro Oncologico Fiorentino casa di cura Villanova

100%

saI Holding Italia

auto Presto & Bene

100%

100%

saifin - saifinanziaria

sainternational

Finsai International

sailux

100%

100%

100%

sogeint

Finadin

ambra Property

centri medici unisalute

International strategy

100%

60%

100%

100%

scontofin

70%

atahotels 49%

gruppo Fondiaria-saIservizi

34.21%

Pronto assistanceservizi

28%

100%1.19%

43.93%

unipol leasing100%

unipol Fondi100%

nettuno Fiduciaria100%

unicard53.63%

n. 5 special purpose vehicles (8)

Fondiaria-saI milano assicurazioni

Premafin

unipol gruppo Finanziario

unisalute

(7)51%

(9)

(17)

51%

64.16%

37.40%

Italresidence - 100%

atavalue - 100%

saint george capital management - 100%

srp asset management - 100%

Dominion Insurance Holding - 100%

aPB car service - 100%

Florence centro di chirurgia ambulatoriale - 100%

Donatello Day surgery - 100%

(12)

(13)

36.15%19.92%

città della salute45%

(14)50%

(7)

(1) Indirect interest of 94.69% through SAI Holding Italia, 100% controlled by Fondiaria-SAI


(3) Indirect interest of 100% through Fondiaria-SAI Nederland, 100% controlled by Fondiaria-SAI

(4) Interest of 0.002% through DDOR(5) 100% controlled by Unipol Assicurazioni (interest

of 32.26%)(6) Interest of 2.3% through other controlled entities(7) Indirect interest of 29% through Milano Assicurazioni(8) Atlante Finance, Castoro Rmbs, Grecale 2011 Rmbs,

Grecale Abs, SME Grecale(9) Interest of 40% held by Saifin(10) Interest of 39.78% held by Arca Assicurazioni(11) Interest of 16.97% held by Arca Assicurazioni and

interest of 1% held by Arca Inlinea(12) Interest of 1.63% held by other controlled entities(13) Interest of 34.6% held by other controlled entities(14) Interest of 5% held by other controlled entities(15) Interest of 0.85% held by Fondiaria-SAI and interest

of 0.43% held by Milano Assicurazioni(16) Interest of 3.09% held by Finadin(17) Interest of 19% held by Sailux

Consolidation chart at 31/12/2012 (line by line)

6

ugh02231

Casella di testo


Real estatesegment

InsuRancesegment

athens Re FundFondo speculativo

100%

tikal Re Fund 35.36%59.65%

campo carlomagno

100%

Immobiliare lombarda

35.83%64.17%

midi100%

unifimm100%

Punta di ferro100%

covent garden BO

comsider

100%

100%

meridiano aurora100%

sIm etoile100%

stimma100%

Villa Ragionieri100%

Immobiliare Fondiaria-saI

100%

Bramante - 100% carpaccio - 100% cascine trenno - 100% Immobiliare litorella - 100% In.V.eD. - 100% Insediamenti avanzati nel territorio - 100% marina di loano - 100% masaccio - 100% meridiano Bellarmino - 100% meridiano Bruzzano - 100% meridiano Primo - 100% meridiano secondo - 100% mizar - 100% nuova Impresa edificatrice moderna - 100% Pontormo - 100% Progetto Bicocca la Piazza in liq. - 74% R.eDIl.mO. - 100% s.e.I.s. - 51.67% trenno Ovest - 100%

Premafin HP

80.93%

Fondiaria-saI22.97%

24.32% (16)

milano assicurazioni

61.10%

(6)

systema100%

Dialogo assicurazioni

99.85%

liguria99.97%

liguria Vita

100%

Pronto assistance100%

sIat

Incontra assicurazioni

51%

the lawrence lifeassurance

DDOR Re

99.998%

100%

europa tutela giudiziaria

100%

BIm Vita50%

the lawrence Re

DDOR99.99%

unisalute 98.53%

linear assicurazioni

100%

linear life 100%

arca Vita 63.39%

Immobiliare milano 100%

sintesi seconda - 100%

nuove Iniziative toscane

3.12%96.88%

consorzio castello - 99.57%

unipol assicurazioni

100%

smallpart - 100%

arca assicurazione

98.09%

IsI Insurance

50%

arca VitaInternational

100%

(1)

Popolare Vita24.39%

(2)

(4)

(3)

arca Direct assicurazioni - 100% arca Inlinea - 60.22% (10) arca sistemi - 82.03 (11)

(15)

BanKIngsegment

OtHeR actIVItIes

unipol sgR 100%

Banca saI100%

Finitalia

100%

saI mercatimobiliari sIm

100%

saI InvestimentisgR

20%

unipol Banca 67.74%

(5)

unipol merchant100%

eurosai Finanziaria di Partecipazioni

100%

Fondiaria-saI nederland B.V.

100%

saiagricola

service gruppo Fondiaria-saI

92.01%

70%

6.8%

30%

casa di cura Villa Donatello

100%

centro Oncologico Fiorentino casa di cura Villanova

100%

saI Holding Italia

auto Presto & Bene

100%

100%

saifin - saifinanziaria

sainternational

Finsai International

sailux

100%

100%

100%

sogeint

Finadin

ambra Property

centri medici unisalute

International strategy

100%

60%

100%

100%

scontofin

70%

atahotels 49%

gruppo Fondiaria-saIservizi

34.21%

Pronto assistanceservizi

28%

100%1.19%

43.93%

unipol leasing100%

unipol Fondi100%

nettuno Fiduciaria100%

unicard53.63%

n. 5 special purpose vehicles (8)

Fondiaria-saI milano assicurazioni

Premafin

unipol gruppo Finanziario

unisalute

(7)51%

(9)

(17)

51%

64.16%

37.40%

Italresidence - 100%

atavalue - 100%

saint george capital management - 100%

srp asset management - 100%

Dominion Insurance Holding - 100%

aPB car service - 100%

Florence centro di chirurgia ambulatoriale - 100%

Donatello Day surgery - 100%

(12)

(13)

36.15%19.92%

città della salute45%

(14)50%

(7)



(3) Indirect interest of 100% through Fondiaria-SAI Nederland, 100% controlled by Fondiaria-SAI

(4) Interest of 0.002% through DDOR(5) 100% controlled by Unipol Assicurazioni (interest

of 32.26%)(6) Interest of 2.3% through other controlled entities(7) Indirect interest of 29% through Milano Assicurazioni(8) Atlante Finance, Castoro Rmbs, Grecale 2011 Rmbs,

Grecale Abs, SME Grecale(9) Interest of 40% held by Saifin(10) Interest of 39.78% held by Arca Assicurazioni(11) Interest of 16.97% held by Arca Assicurazioni and

interest of 1% held by Arca Inlinea(12) Interest of 1.63% held by other controlled entities(13) Interest of 34.6% held by other controlled entities(14) Interest of 5% held by other controlled entities(15) Interest of 0.85% held by Fondiaria-SAI and interest

of 0.43% held by Milano Assicurazioni(16) Interest of 3.09% held by Finadin(17) Interest of 19% held by Sailux


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Macroeconomic background and market performance Macroeconomic background Italy’s economy continued to deteriorate during the first quarter of 2013, and alarming signs emanated both from the production sector as well as from households. Confindustria (the Italian industry federation) reported that, in the first forty days of 2013, over 4,200 businesses had shut down. Istat reported a 4.8% drop in the purchasing power of households in 2012. Propensity to savings fell to a record low of 8.2% in the fourth quarter of 2012. In a recent study, the European Central Bank (ECB) highlighted that 16.5% of Italian households are below the poverty threshold, compared to EU’s 13% average. The contraction in employment (-1.8% as at February compared to the previous year) is the main driver behind the decline in households’ disposable income. In January, retail sales fell by 3% compared to the same month of 2012. Tax burden continued to become heavier within weakening economic conditions, resulting in significant recessionary effects on the Italian economic system. At the same time, in Italy, the sovereign debt financial crisis brought about a concerning credit crunch. As at February 2013, loans to households and to businesses had registered decreases of 1.4% and 3.4% respectively in the preceding twelve months. Istat reported an improvement in the balance of trade - in January 2013, the balance of goods (deficit of euro 1.6 billion), showed an improvement of almost euro 3 billion when compared to the same month of the last year. Within this background, national income and expenditure accounts also deteriorated. The new “Documento di economia e finanza” (Economic and Financial document), that was approved by Government on 10 April 2013, forecasts that public debt will increase to 130% of GDP in 2013. This deterioration also stems from the decision, endorsed by the European Commission, which provides for the settlement of a portion of the accumulated outstanding amounts due by government authorities to suppliers. Overall, the euro area is going through a new recessionary phase, with GDP shrinking by 0.6% in 2012. Looking beyond Europe, in the United States, continuing expansionary monetary policies, (which contributed to a decrease in the rate of unemployment), as well as growth in consumer spending (despite the lack of fiscal incentives in the first quarter), led to an economic growth of 2.2%. Japan appears to be resolute in supporting its economic growth (+0.2%) through highly expansionary monetary policies, together with a similarly expansionary fiscal approach. Finally, China appears to also be going through an expansionary phase, mainly driven by an increase in domestic demand (+7.8%). After reaching a peak exchange rate of 1.364 dollars in early February, the single European currency suffered due to the sovereign debt crisis in Cyprus and the political uncertainty in Italy, and ended the first quarter at a value of approximately 1.28 dollars. Financial markets The euro area’s performance was worse than was expected, not only in “peripheral" states but also in some "core" countries such as France. This confirms that the market is still suffering the recessionary repercussions related to the sovereign debt crisis in “peripheral " states and has started to benefit only marginally from the notable global improvements. In addition, inconsistent approaches that were adopted by part of European political authorities in the rescue of the banking system in Cyprus and a Dutch bank (SNS Bank), have undermined investors’ confidence, previously strengthened by the OMT programme (Outright Monetary Transactions) that had been launched by the ECB.

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From a monetary policy perspective, the ECB confirmed the absence of inflationary pressures and that the macroeconomic outlook will remain weak at least until the third quarter of this year. In Italy, the recessionary phase is ongoing. Notwithstanding national budget objectives being substantially achieved, inconclusive elections, and the resulting difficulties in forming a new government, resulted in some pressure on national financial markets in the last few weeks of the quarter. In this context, European stock markets’ performance for the first quarter of 2013 has confirmed a marked divergence between "core" and "peripheral" areas. The Eurostoxx 50 index, that incorporates the larger stocks in the euro zone, recorded a marginal decrease of 0.4%. The German Dax registered an increase of 2.4%, whilst the FTSE Mib in Milan registered a drop of 5.7%. Finally, the Ibex in Madrid fell by 3% over the same period. The Standard & Poor’s 500 Index, that incorporates the largest listed companies in the US, registered a 10% growth in the first quarter. In Japan, the Nikkei increased by 19.3% and the Morgan Stanley Emerging Market, the main index in relation to emerging markets, registered a negative movement in the first quarter of the year (-0.8%). The Itraxx Senior Financial, which represents the average spread of financial institutions with high credit standing, registered an increase of 53 basis points, from 141.3 to 194.3, during the year’s first quarter. The insurance segment In 2012, the Italian insurance market suffered decreases in both types of insurance business - Non-life business classes suffered an overall decrease of 1.9%, whilst premiums from Life business decreased by 5.5%. The volume of business in the motor vehicle third party liability, (MV TPL), class of business decreased by 1.2% in 2012 compared to the previous year. The improvement in technical results, mainly due to a reduction in the frequency of claims brought about by a decrease in distances travelled, has led to aggressive commercial practices by some insurers, including reduction in premiums. This resulted in reduced average prices charged to customers. The decrease in the number of insured vehicles, which is known to be linked to evasion of one’s compulsory insurance obligations, also contributed to the decrease in premiums in this class of business. The motor vehicle damage (MV damage) line of business continued to shrink (-8.4% compared to 2011). This is the fifth consecutive year of decreases in premiums - volumes in this class of business suffered a 20% contraction compared to the peak that had been reached in 2007. The main drivers behind the deterioration were the crisis in the automobile industry, as well as decreased households’ disposable income. This factor also impacted volumes of business in Non-motor classes of business, that fell by 1.6%. Few classes of businesses did not register deteriorations. These included Legal Assistance, Assistance and General Liability, that was positively affected by recent regulatory developments. Life business also suffered a setback during 2012. The traditional form of Life business (Class I) registered a reduction of 9.6%, similar to the disappointing trends registered in business in class V. On the contrary, increases were registered in class III (+10.4%), attributable to unit linked products, and class VI (+23.4%) attributable to pension products. From a commercial perspective, Life business suffered from the economic background in which credit institutions promote direct funding over asset management products. As a result, during 2012, Life premium income from bank branches and post offices dropped by a significant 16.3%. The decrease in the agency channel was less significant, at 5.9%. Business generated through financial advisors, that were the largest sellers of unit-linked products, registered a marked growth. In terms of new Life business

9

for the current year, only figures in relation to the first two months are available and these show a significant increase in new business, equivalent to 33.4%. However, when making such a comparison with the 2012 position, one has to take into account of the particularly bad performance registered in the initial months of 2012. Figures for the first two months of 2013 seem to indicate that this will be another difficult year for the insurance sector. The severe economic conditions that the country is facing do not present prospects for future growth. The closure of thousands of businesses will lead to a reduction in the insurance base while disposable income will continue to contract due to increased unemployment. Lower households’ income will translate in further spending cuts, compromising business growth opportunities in Non-life retail business. It will also result in decreased propensity to save, reducing the amounts of new financial savings that would be available, amongst others, for investment in life insurance products. The reduction in claims frequency in MV TPL is an encouraging indicator. Nevertheless, one will have to see whether the recent increased aggressiveness in competition and pricing will offset the positive decreasing trend registered in frequency of claims. The banking segment The Italian banking system is facing a series of difficulties including the sovereign debt crisis, that led to more restricted access to international interbank markets, increases in interest rates on deposits, and the economic recession that the country is facing which undermines credit institutions’ financial position principally through deterioration in the quality of their receivables. These difficulties are reflected in the contraction in loans issued to the economy at the end of February 2013 - in the last twelve months loans to households fell by 1.4%, whilst loans to non-financial businesses registered a 3.4% decrease. Deposits, in their various forms, registered an overall increase of 2.9% over the same period. More specifically, deposits increased by 5.8%, repos increased by 2.2% and by contrast, bonds fell by 0.9%. A sharp decrease was registered in foreign deposits that decreased by 12.7%, compared to February 2012. A significant increase in Investment portfolios at credit institutions, which totalled euro 881 billion, has been registered, equivalent to an increase of 11.2% during the last twelve months. As concerns sovereign financing, the significant credit spread between core European countries persisted, driven by the general negative perception about Italy’s credit risks. In February 2013, the variable rate on loans, of over euro one million, that were granted to Italian businesses (2.89%) was higher than the rate for the other large continental economies: Spain 2.62%, France 1.77% and Germany 1.72%. Apart from bringing about reductions in the demand for credit from firms and households, the difficult economic circumstances also led to a persistent deterioration in the quality of banks’ receivables. As at February 2013, gross non-performing loans registered an increase of 18.6%, while the increase on net loans was of 26.8%. The variance in these two indicators illustrates the difficulties generally faced by the banking sector in adequately providing in their books for the risks associated with loans granted. The pension funds segment No significant developments, in the number of memberships to various forms of pensions, were noted in the first quarter of 2013. Repeated government interventions have laid down restrictions to the right to public pensions together with reductions in the replacement rate, which is calculated on the last salary received. However, this has not resulted in increased interest in supplementary pension plans by part of employees. In recent years, the growth in the number of members in all forms of pensions was limited to a few percentage points. Occupational pension funds did not register any growth, due to the critical unemployment scenario. Several economic factors are undermining take-up of supplementary pensions - heightened

10

unemployment, greater job insecurity and shrinking disposable income. Underlying these factors is also a misunderstanding of the extent of public pension coverage and an ingrained lack of confidence in supplementary pension systems. Greater awareness amongst Italians in relation to financial and social security issues, as well as reviews of the modus operandi of supplementary pension systems so that they can become more efficient, transparent and improve governance are desirable as they could get pensions out of the current standstill.

11

Basis of preparation of the Interim Financial Report This consolidated Interim Financial Report of Unipol Group for the period ended 31 March 2013 has been prepared in accordance with Article 154-ter of Legislative Decree 58 of 1998. The information contained in this report was prepared for the purpose of complying with the content requirements of the above mentioned legislation and does not purport to satisfy the requirements of IAS 34 on interim financial reporting. The accounting policies adopted in this interim financial report are consistent with those adopted for the consolidated financial statements for the year ended 31/12/2012 except as described below. The preparation of interim financial information requires management to make additional judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Since the purpose and content of this report are limited to compliance with the requirements of Article 154-ter of Legislative Decree 58 of 1998 for quarterly interim financial reporting, impairment assessments as required by IFRS have not been carried out at 31 March 2013. These assessments primarily relate to impairment testing of goodwill and of equity investments classified as available-for-sale. In respect of the latter, where the necessary conditions were satisfied, any fair value losses occurring up to 31 March 2013 have been recognised in the income statement. Comparative figures as at 31/3/2012 have been appropriately restated and reclassified to reflect changes in accounting principles, classification criteria and business segment reporting that were adopted retrospectively in the 2012 Consolidated financial statements. The latter contain further information on the restatement of comparative figures that was effected therein. In particular, the main effects on the income statement arising from the transfer of certain structured securities and the separation of embedded derivatives from host contracts, were as follows: - Restatement of consolidated profits from euro 71 million euro, reported in the Interim Financial Report

as at 31/03/2012, to euro 88 million euro; - Increase of euro 15 million (net of tax) in fair value losses on securities classified as Available-for-sale

financial assets, recognised in the reserve for gains and losses on revaluation of Available-for-sale financial assets;

- increase, in the Non-life business, of euro 9 million in gains from the valuation of financial instruments at fair value through profit or loss;

- increase, in the Life business, of euro 16 million in gains from the valuation of financial instruments at fair value through profit or loss;

- increase of euro 9 million in the tax expense.

____________________________________________________________________________________ The reporting currency is the euro. Unless otherwise stated, all amounts in this report are presented in millions of euro and accordingly, the sum of individually rounded items might not equal the rounded sum of the actual amounts. ____________________________________________________________________________________

12

Consolidation At 31 March 2013, Unipol Group consisted of the parent company together with 112 directly and indirectly owned subsidiaries (IAS 27). Subsidiaries whose size is considered to be insignificant are excluded from the consolidation. There are no jointly controlled interests. Associates, where the Group has a shareholding of between 20% and 50%, and insignificant subsidiaries (amounting to 47 entities), are accounted for using the equity method of accounting (IAS 28) or at cost. There were no changes in the scope of consolidation over 31/12/2012. By contrast, there were significant changes in scope when compared to the first quarter of 2012, related to the acquisition of control of the Premafin/Fondiaria-SAI Group, which took place in 2012. Accordingly, any comparisons between results for the first quarter of 2013 and the same period of the previous year, are significantly impacted by the changes in the Group’s consolidation scope. For comparability purposes, movements on certain main results have also been presented on a comparable basis. The values assigned to assets and liabilities upon initial recognition of the business combination with Premafin/Fondiaria-SAI Group, as reported in the 2012 Consolidated financial statements, have not changed. Refer to the Consolidated financial statements for further details. Given that the one-year measurement period from acquisition date as contemplated by IFRS3 has not yet expired, valuations of identifiable intangible assets, which principally relate to the economic value of acquired insurance portfolios managed by the Premafin Group, are ongoing. Accordingly, the values ascribed, especially to goodwill and to identifiable intangible assets, are provisional. ____________________________________________________________________________________ Explanation of variation analysis − Variances in financial results are expressed as a percentage movement over 31/3/2012 results. − Variances in assets and liabilities are expressed as a percentage movement over 31/12/2012

balances. − For comparability reasons, when analysing certain movements in results, Premafin Group’s results

have been excluded from 31/03/2013 figures. ____________________________________________________________________________________

13

(1) 31/3/2012 ratios have been restated to include the OTI ratio in the Loss ratio. The Loss ratio was 71.0% and the Combined ratio was 93.1% in the Interim Financial Report as at 31/3/2012. (2) the Consolidated result at 31/3/2012 has been restated due to changes detailed in the section “Basis of preparation of the Interim Financial Report”. (3) includes property for own use and non-current assets is classified as held for sale (IFRS 5)

Values in Millions of Euro 31/3/2013 31/3/2012 31/12/2012Non-Life Business Direct premium 2,449 1,075 7,240

change % 127.9 0.7 67.1

Life Business Direct premium 2,036 580 4,562

change % 251.2 -58.3 -0.6

of which Life investment contracts 51 24 130

Direct premium 4,485 1,654 11,802

change % 171.1 -32.7 32.3

Bank Deposits 10,704 9,579 10,737change % -0.3 0.0 12.0

Annual Premium Equivalent (APE) Long term business - Group's share 115 57 n.d.

change % 103.6 -45.0 3.7

Non-Life Loss ratio - direct business (1) 68.6% 71.1% 69.8%

Non-Life Expense ratio - direct business 23.4% 22.1% 23.4%

Non-Life Combined ratio - direct business (1) 92.0% 93.2% 93.2%

Net income from financial instruments (excluding Assets and Liabilities designated at fair value) 379 294 1,419change % 28.9 -13.0 79.3

Consolidated profit (2) 135 88 469change % 53.7 129.8 -486.9

Total comprehensive income -20 506 1,875

Investments and cash and cash equivalents (3) 73,807 35,763 72,956change % 1.2 4.8 113.7

Technical provisions 56,399 22,456 56,456

change % -0.1 1.9 156.2

Financial liabilities 16,415 13,012 16,234

change % 1.1 1.1 26.1

Equity attributable to the owners of the parent 5,303 3,534 5,322

change % -0.4 16.7 75.7

No. of employees 15,213 7,679 15,212

SUMMARY OF GROUP'S FINANCIAL HIGHLIGHTS

14

Other performance indicators The following indicators - APE, loss ratio, expense ratio and combined ratio - are not prescribed by international accounting standards, but are in practice generally accepted and commonly used as financial and economic indicators within the industry. APE – Annual Premium Equivalent: Life business APE measures the volume of new business as a proportion of the total volume of Life business. New business is calculated as the sum of all recurring new premiums and one tenth of new single premiums. This indicator is typically used in conjunction with the value of in-force business and the value of new Life business, in assessing the Life business performance of the Group. Loss ratio: principal indicator of profitability of Non-life insurance business. It equates the ratio of cost of direct claims incurred to premium income. OTI (Other technical Items) ratio: the ratio of other technical income/charges to net premiums. As from 31/03/2013, the OTI ratio is included within the Loss ratio (previous year’s ratios have been restated accordingly). Expense ratio: measures operating expenses as a percentage of premium income. Combined ratio: an indicator that measures the result on the Non-life underwriting account and is calculated as the sum of the loss ratio and the expense ratio.

Alternative performance ratios 31/03/2013 31/03/2012 31/12/2012

APE Group pro-rata (values in Millions of Euro) 115 57 n.d.

Loss ratio - direct business (comprehensive of OTI ratio) 68,6% 71,1% 69,8%

Loss ratio - direct and indirect business (gross of reinsurance) 68,8% 72,0% 68,9%

Expense ratio - direct business 23,4% 22,1% 23,4%

Expense ratio - direct and indirect business (gross of reinsurance) 23,6% 22,4% 23,3%

Combined ratio - direct business 92,0% 93,2% 93,2%

Combined ratio - direct and indirect business (gross of reinsurance) 92,4% 94,4% 92,2%

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Management report Premafin/Fondiaria-SAI Group business combination project From a business strategy perspective, operations aimed at implementing the business combination project are ongoing. The Merger, or Integration, of Premafin, Fondiaria-SAI, Unipol Assicurazioni, and possibly Milano Assicurazioni had been approved, on 20 December 2012, by the Boards of the companies involved in the Merger. On 28 January 2013, pursuant to and by effect of Article 2501-quater, first paragraph, of the Italian Civil Code, the “Merger” or “Integration” Plan was filed at the registered offices of the companies involved in the plan. The plan is available on the companies’ websites: − Unipol Gruppo Finanziario - www.unipol.it in the section “Corporate Governance/ Integration Plan

Unipol - Fondiaria-SAI”, − Unipol Assicurazioni - www.unipolassicurazioni.it in the section “Chi Siamo/Corporate

Governance/Progetto di Integrazione Unipol - Fondiaria-SAI”, − Fondiaria-SAI - www.fondiaria-sai.it in the section “Integration plan Unipol - Fondiaria-SAI”, − Milano Assicurazioni - www.milass.it in the section “Progetto di Integrazione Unipol - Fondiaria-SAI”, − Premafin - www.premafin.it in the section “Progetto di Integrazione”. Pursuant to, and by effect, of Article 201 of Legislative Decree 209 of 7 September 2005, filing of the Integration Plan with the relevant Companies’ Registers is subject to authorisation by IVASS. On 21 February 2013, IVASS advised that it has suspended the merger authorisation process and required further information and data in relation to the merger. The companies involved in the merger are working on providing the required information to the Authority as early as possible. The shareholding structure of UnipolSai Based on the approved exchange ratios, the shareholding percentages determined and announced to the market in June 2012, have been substantially confirmed. If Milano Assicurazioni is part of the Merger, the share ownership of UnipolSai, excluding Unipol’s direct acquisition of Fondiaria-SAI ordinary shares that was part of the subsidiary’s capital increase, will be as follows: UnipolSai – shareholding (% holding of ordinary share capital)

As announced in June 2012 As approved on 20/12/2012 Unipol 61,00% 61,00%Ex Premafin 0,85% 0,85%Ex Fondiaria‐SAI 27,45% 27,46%Ex Milano Assicurazioni 10,70% 10,69%Totale 100,00% 100,00%

Consequent to Unipol’s acquisition of Fondiaria-SAI’s ordinary shares, (effected as part of Fondiaria-SAI’s share capital issue in September 2012 and equivalent to 4.9% of the ordinary share capital), Unipol has a 63% holding in UnipolSai.

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The following table illustrates UnipolSai’s shareholding structure on the Merger’s legally-effective date, also including Unipol’s subscription in Fondiaria-SAI’s savings “B” shares that were issued upon the increase in Fondiaria-SAI’s share capital in September 2012 and that had remained unsubscribed at the end of the option offer.

% of Ordinary shares

% of Savings A shares

% of Savings B shares

% of total share capital

Unipol 63,00% 63,79% 63,09% Ex Premafin 0,85% 0,73% Ex Fondiaria‐SAI 25,46% 100,00% 21,51% 24,92% Ex Milano Assicurazioni 10,39% 14,70% 11,26% Totale 100,00% 100,00% 100,00% 100,00%

Other information Amounts of euro 1 million and 108 thousand donated to Mr. Vasco Errani, “Presidente della Regione Emilia Romagna” (Chairman of Emilia Romagna region), in aid of the people that were hit by the May 2012 earthquakes On 1 March 2013, the Chairman Mr. Pierluigi Stefanini and Unipol’s Chief Executive Officer Mr. Carlo Cimbri donated to Vasco Errani, Chairman of the Emilia Romagna region and officer responsible for reconstruction of the area, the amounts of euro 1 million and 108 thousand in aid of the people hit by the May 2012 earthquake events. The amounts were donated by employees, Group’s agents and the Company. The amounts have been earmarked for the reconstruction of the hospital “Casa della Salute” in Finale Emilia, one of the localities that were affected the most by the earthquake. The presentation of the donation also served as an opportunity to highlight the numerous initiatives that Unipol Group has taken in favour of its various stakeholder categories in the region (customers, society, agents, business partners, suppliers). Consistent with its social responsibility policies and the commitment to support a territory in which Unipol saw its origin and has a significant presence, a plan of action was launched in 2012 by the insurance entities (Unipol Assicurazioni, Linear, Unisalute , Ark) and banking companies (Unipol Banca) for the Group’s customers. Socio-cultural initiatives involving the general population affected by the earthquake were also undertaken. CUBO – Centro Unipol BOlogna On the occasion of Unipol Assicurazioni’s 50th anniversary, CUBO (www.cubounipol.it), a multimedia centre intended to take its visitors through the Group’s 50 years history, and to remember its heritage and achievements, was established. The Centre was inaugurated on 26 March 2013 and is situated on the ground floor of the elevated square in Porta Europa in Bologna (piazza Vieira de Mello). CUBO does not only tell the story of a large insurance business, but it is also a documentation centre that generates activity, exchange of information, is open to citizens and stores documents and information for future use. At the “Medioteca” (media library) one can go though the company’s history, in the area named “Obiettivo Sicurezza” (security objective) one finds simulators for safe driving, in the “Spazio Cultura” (culture space) one can use tablets to surf the net and to watch movies, whilst in the “Spazio Arte” (art space) temporary art exhibitions are held. The garden hosts a stage for events and luminous columns can be used for light shows. Free wi-fi services are available both in the inside and outside areas of the Centre. ____________________________________________________________________________________

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Performance review 2013 represents a turning point for Unipol Group on two fronts. Firstly, this year Unipol is celebrating its first fifty years of operations. In fact, the insurance company, Unipol, was set up in 1961 by the automobile company Lancia that then transferred it to a cooperative group from Bologna in 1962. It started operations in March 1963 when the first Board of Directors of the Company took place. Second, because through a process of consolidation and a strong drive to expand, especially in the beginning of the 2000s, that culminated in the acquisition of the Premafin/Fondiaria-SAI Group, the Group, albeit young, is now the market leader in local Non-life business. Interesting trends, both in results as well as in financial position, emerge from the figures for the first quarter of 2013, which show Unipol Group in its new configuration. The trends arise on the continuation of the decreasing trend in Non-life claim numbers, to the growth of Life business and the substantially stable financial markets notwithstanding the continuation of the economic crisis and Italian politics. Direct premium income from Non-life business suffered the effects of the continuing economic crisis and increased competition in the Motor class business that resulted in reduced average premiums. Within this backdrop, Non-life premiums amounted to euro 2,449 million, of which euro 1,008 million (-6.2% over the first quarter of 2012) were generated on a comparable basis (i.e. excluding Premafin/Fondiaria-SAI Group that had not been yet acquired in the first quarter of 2012). Premiums also include euro 1,441 million generated by the companies that were acquired during 2012, representing a drop of 11.8% over the first quarter of 2012. This decrease is mainly attributable to the factors mentioned above, to recent legislative changes regarding tacit renewal and, to a lesser extent, to changes in accounting policies on premiums in aligning them to Group policies. In the MV TPL line of business, whilst underwriting policies and criteria continue to be selective, they are increasingly becoming more flexible in order to retain portfolios. Premium income in this class of business totalled euro 1,319 million, of which 514 million euro (-5.9% compared to the first quarter of 2012) on a comparable basis and euro 805 million (-15.5%) from newly acquired companies. The MV damage class of business also suffered a marked decrease registering premium income of euro 197 million, of which euro 71 million (-9.8%) were on a comparable basis and euro 126 million (-15.1%) were attributable to newly acquired companies. The decrease was driven by a sharp drop in car registration numbers. Non-motor classes of business were also heavily affected by repercussions of the economic crisis, on households and businesses, as well as by the restructuring of Fondiaria-SAI’s corporate portfolio. These classes registered premiums of euro 933 million, of which euro 423 million (decrease of 5.9%) were generated on a comparable basis and euro 510 million were generated by the newly acquired companies (-4.3%). Technical indicators on claims in the MV TPL class of business continued to improve, due to significant decreases in the number of claims reported compared to the previous year. Claim patterns on Non-motor classes were also positive when compared to the first quarter of 2012 mainly due to lower weather-related claims. Following the strengthening of prior year claim reserves that was effected in the 2012 financial statements, improvements were registered in the same reserves, hence resulting in an almost unchanged position at the end of the first quarter. Within this context, the Group, in its new structure, registered a direct loss ratio of 68.6% (inclusive of other technical income/charges) as at 31 March 2013, compared to 71.1% as at 31 March 2012 prior to the acquisition of Premafin/Fondiaria-SAI Group. The expense ratio on direct business resulted to be 23.4% suggesting that operating expenses remained unvaried in absolute terms, despite inflationary pressures associated with staff contractual obligations and a higher proportion of variable acquisition costs at Unipol Assicurazioni that are directly linked to the

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improvement in technical results. The Group therefore registered a combined ratio (direct business) of 92.0% compared to 93.2% recorded as at 31 March 2012, prior to the acquisition of Premafin/Fondiaria-SAI Group. Life business premium income amounted to euro 2,036 million, of which euro 848 million was on a comparable basis (+46.3% compared to the first quarter of 2012) and euro 1,188 million that was generated by the newly acquired companies (+36.1%). The large increase registered was influenced by decreases in interest rates that render investment in life products more attractive. In particular, the business segment benefitted from the growth of the banc assurance channel represented by Arca Vita and Arca Vita International, that generated premiums of euro 281 million (+80% over the first quarter of 2012), and Popolare Vita/Lawrence Life whose premium income of euro 854 million in the first quarter of 2013 represented an increase of 51.2%. Even Unipol Assicurazioni, with premiums of euro 567 million, recorded a significant growth of 33.9%, mainly due to positive results by agents and by securing a new large contract. As a result of the above factors, new business volumes expressed in terms pro-rata APE was equivalent to euro 115 million in the first quarter of 2013, of which euro 77 million from traditional insurance companies and euro 39 million from banc assurance clients. From an asset management point of view, the Group registered a notable gross return on its investments within insurance companies equivalent to circa 4.2% of invested assets. This return was achieved in relatively stable financial markets and notwithstanding the long phase of political uncertainty in Italy following the elections in February. In view of the constant uncertainty surrounding the financial markets, the Group’s investment policies remain prudent and aim at maintaining an appropriate risk/return balance whilst also placing a right balance between assets and policyholder liabilities. In the banking business segment, the Unipol Banca Group continued implementing its guidelines, aimed at financial equilibrium and focused on retail and small business customers. This resulted in almost unchanged loans to customers, totalling euro 10.1 billion (-0.6% compared to 31/12/2012), despite a marginal increase in deposits (+0.4%). Adverse economic conditions persisted in the first quarter of 2013, resulting in further deterioration in credit quality, in relation to which the Bank adequately provided. This led to increases in the cost of risk and ultimately in negative results for the period. As concerns real estate, the first quarter of 2013 saw the start of the necessary actions that will lead to the valuation of owned property, as envisaged by the 2013-2015 Business Plan. The valuation involves a detailed investigation of all Group’s property with the scope of identifying property generating unsatisfactory returns. Such property will either be disposed of or will be subject to operations aimed at improving its profitability. The Holding/Services and Other activities sector registered negative results mainly attributable to the Holding’s operating costs and to losses suffered by the companies forming part of the healthcare and hotel industries acquired within Premafin/Fondiaria-SAI Group. In the first quarter of 2013, the Group appointed new supervisory bodies and started a review exercise aimed at identifying areas where intervention is necessary for operational improvement. ____________________________________________________________________________________

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Unipol Group registered consolidated profits for the first quarter of 2013 of euro 135 million compared to euro 88 million1 that had been registered in the same period of the previous year (the latter did not include results of the Companies acquired during the second half of 2012). The estimated consolidated solvency position at 31 March 2013 exceeds the minimum capital requirements by 2.6 billion euro, equivalent to approximately 1.6 times the minimum requirement and is consistent with the closing position as at 31/12/2012.

1 The figure has been restated from euro 71 million due to changes detailed in the section “Basis of preparation of the Interim Financial Report”.

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Insurance business segment Premiums and investment products Income, (direct and indirect premiums and investment products), amounted to euro 4,509 million at 31/3/2013, of which euro 1,879 million on a comparable basis (euro 1,669 million at 31/3/2012). Premium income from Life business amounted to euro 2,037 million, of which euro 849 million on a comparable basis (euro 580 million at 31/3/2012), whilst Non-life premium income amounted to euro 2,472 million, of which euro 1,030 million on a comparable basis (euro 1,089 million at 31/3/2012). All the income from the Non-life business of the Group has been classified as insurance premiums since the business meets the criteria for recognition of insurance contracts as per IFRS 4 (the existence of significant insurance risk). Within Life business, investment products amount to euro 51 million at 31/3/2013 and arise on Class III (Unit and Index-Linked policies), Class V (capital redemption policies) and Class VI (pension funds).

Direct premium income totalled euro 4,485 million at 31/3/2013 and euro 1,856 million on a comparable basis (euro 1,654 million at 31/3/2012), and was constituted by euro 2,449 million from Non-life business and euro 2,036 million from Life business.

The following tables show indirect premium income and reinsurance outwards premiums respectively:

Values in Millions of Euro 31/3/2013 mix % 31/3/2012 mix %change

%change % on a

comparable basisNon-Life Direct premiums 2,449 1,075 127.9 -6.2Non-Life Indirect premiums 23 14 63.7 58.1Total Non-Life premiums 2,472 54.8 1,089 65.2 127.1 -5.3Life Direct premiums 1,985 556 257.3 45.9Life Indirect premiums 1 1 11.9 -9.1Total Life premiums 1,986 44.0 556 33.3 257.0 45.9Total Life investment products 51 1.1 24 1.4 110.5 55.2Total Life premiums 2,037 45.2 580 34.8 250.9 46.2

Total premiums 4,509 100.0 1,669 100.0 170.2 12.6

Consolidated premiums (direct and indirect business)

Direct premiums

Values in Millions of Euro31/3/2013 mix % 31/3/2012 mix %

change %

change % on a comparable basis

Total Non-Life premiums 2,449 54.6 1,075 65.0 127.9 -6.2

Total Life premiums 2,036 45.4 580 35.0 251.2 46.3

Total Direct premiums 4,485 100.0 1,654 100.0 171.1 12.2

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Life business Life business income (direct and indirect) amounts to euro 2,037 million, euro 849 million on a comparable basis (+46.2%). All classes of business registered increases, with the exception of Class VI (pension funds). The contribution by part of companies forming part of the Premafin/Fondiaria-SAI Group to the Group’s income was of euro 1,188 million. Direct premiums, that make up most of total premium income comprise:

Inward business

Values in Millions of Euro31/3/2013 mix % 31/3/2012 mix % change %


Non-Life premiums 23 96.4 14 94.9 63.7 58.1Life premiums 1 3.6 1 5.1 11.9 -9.1Total inward premiums 24 100.0 15 100.0 61.0 54.6

Outward business



Non-Life premiums 110 91.7 39 82.9 182.5 -42.1Non-Life retention (%) 95.5% 96.4%

Life premiums 10 8.3 8 17.1 23.4 1.1Life retention (%) 99.5% 98.6%

Total outward premiums 120 100.0 47 100.0 155.3 -34.8Total retention (%) 97.3% 97.1%

Life direct premiums



PremiumsI - Whole and term life insurance 928 46.8 359 64.6 158.4 37.8III - Unit-linked/index-linked policies 671 33.8 0 34.6V - Capitalisation insurance 270 13.6 47 8.5 469.9 321.1VI - Pension funds 116 5.8 149 26.8 -22.1 -22.1Total Life premiums 1,985 100.0 556 100.0 257.3 45.9Investment productsIII - Unit-linked/index-linked policies 34 67.1 20 83.4 69.4 60.8V - Capitalisation insurance 1 2.4 0 #DIV/0!VI - Pension funds 15 30.5 4 16.6 286.7 -3.2Total Life investment products 51 100.0 24 100.0 110.5 55.1Total premiumsI - Whole and term life insurance 928 45.6 359 62.0 158.4 37.8III - Unit-linked/index-linked policies 705 34.6 20 3.5 3392.0 60.6V - Capitalisation insurance 271 13.3 47 8.2 472.4 323.6VI - Pension funds 132 6.5 153 26.4 -14.0 -21.6Total Life direct premiums 2,036 100.0 580 100.0 251.2 46.3

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At 31/3/2013, the volume of new business calculated in terms of APE, excluding non-controlling interests stood at euro 115 million (euro 57 million at 31/3/3012, excluding companies forming part of Fondiaria-SAI Group). Pension Funds Unipol Assicurazioni managed a total of 24 mandates in the Closed Pension Funds business at 31/3/2013 (13 of which were “with guaranteed capital and/or minimum return”). This number represents a decrease of one compared to 31/12/2012 due to the expiry of a particular agreement for management of a mandate with guarantee return (Laborfonds). Total funds managed amounted to euro 3,389 million, of which euro 2,018 million were with guaranteed capital (euro 3,495 million at 31/12/2012, of which euro 2,099 million were with guaranteed capital). Unipol Group managed eight Open Ended Pension Funds with total funds of euro 667 million and 45,708 fund members. Funds in open-ended pension funds “Unipol Previdenza” and “Unipol Insieme” amounted to euro 339 million and 24,933 fund members (euro 326 million and 24,928 fund members at 31/12/2012). As concerns Fondiaria-SAI Group, the six open-ended pension funds (Conto Previdenza, Fondiaria Previdente, Fondo Pensione Aperto Sai, Fondo Pensione Aperto Milano Assicurazioni, Fondo Pensione Aperto Popolare Vita, Fondo Pensione Aperto BIM Vita) registered a total of 20,775 fund members and funds of euro 328 million. _____________________________________________________________________________________ The traditionally composite insurer Unipol Assicurazioni generated direct Life premium income of euro 567 million euro, representing an increase of 33.9% mainly on class V, which increased from euro 47 million at 31/03/2012 to euro 201 million at 31/3/2013, mainly due to a significant new contract amounting to euro 130 million obtained in the quarter. An analysis by class of business of Life premium income is provided in the table below:

The Life companies forming part of the Arca Group ((Arca Vita and Arca Vita International) generated direct premium income of euro 281 million, a remarkable growth when compared to 31/3/2012 (+80%), particularly due to class I. An analysis by class of business is illustrated in the table below:

Unipol Assicurazioni Spa - Life Direct BusinessValues in Millions of Euro 31/3/2013 mix % 31/3/2012 mix % change %

I Whole and term life insurance 246 43.4 223 52.6 10.4V Capitalisation insurance 201 35.4 47 11.2 323.7

- of which investment products 1 0.2 0 0.0VI Pension funds 120 21.1 153 36.1 -21.6

- of which investment products 4 0.7 4 0.9 -3.2Total Life business 567 100.0 423 100.0 33.9

- of which investment products 5 0.9 4 1.0 22.6

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Premafin Group’s premium income amounted to euro 1,188 million (euro 872 million at 31/3/2012, +36.1%). The increase is attributable to class III and is particularly due to banc assurance. The table below contains an analysis by class of business.

Direct premiums of Fondiaria-SAI amounted to euro 215 million, representing an increase over the euro 197 million registered as at 31/3/2012 (+9.1%). Premium income generated through bank branches amounted to euro 854 million (euro 565 million at 31/3/2012, +51.2%) of which euro 215 million (euro 306 million at 31/3/2012, -29.9%) relate to Popolare Vita and euro 639 million (euro 259 million at 31/3/2012, +147.1%) relate to Lawrence Life. Milano Assicurazioni registered Life direct premium income of euro 81 million at 31/3/2013 compared to euro 85 million at 31/3/2012 (-4.2%). Non-life business Total premiums (direct and indirect) on the Non-life portfolio amounted to euro 2,472 million, and euro 1,030 million on a comparable basis (euro 1,089 million at 31/3/2012). Direct premiums amounted to euro 2,449 million of which euro 1,008 million were on a comparable basis (euro 1,075 million at 31/3/2012). Indirect premiums amounted to euro 23 million (euro 14 million at 31/3/2012). An analysis by main classes of Non-life business including variances over 31/3/2012, is included in the table below:

Arca Vita Spa - Life Direct BusinessValues in Millions of Euro 31/3/2013 mix % 31/3/2012 mix % change %

I Whole and term life insurance 249 88.6 136 87.3 82.6III Unit-linked/index-linked policies 32 11.4 20 12.6 62.1

- of which investment products 32 11.4 20 12.6 62.3V Capitalisation insurance 0 0.0 0 0.0 -82.3

Total Life business 281 100.0 156 100.0 80.0- of which investment products 32 11.4 20 12.6 62.3

Premafin Spa - Life Direct BusinessValues in Millions of Euro 31/3/2013 mix % 31/3/2012 mix % change %

I Whole and term life insurance 433 36.5 511 58.6 -15.3III Unit-linked/index-linked policies 672 56.6 281 32.2 139.7

- of which investment products 2 0.1 2 0.2 -12.2V Capitalisation insurance 71 5.9 69 7.9 2.7VI Pension funds 12 1.0 12 1.3 -0.4

- of which investment products 12 1.0 12 1.3 -0.4Total Life business 1,188 100.0 872 100.0 36.1

- of which investment products 13 1.1 14 1.6 -2.1

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____________________________________________________________________________________ Premium income generated by the multi-line insurer Unipol Assicurazioni totalled euro 823 million (-6.8%). The drop in Motor premiums (-6.7%) concerns both the MV TPL class (-6.3%) as well as the MV damage class (-9.6%). On Non-motor classes, the decrease in premium income (-6.9%) relates both to commercial as well as to personal business.

Non-Life direct premiums



Motor and marine vehicle third-party liability (classes 10 and 12)

1,319 546141.5 -5.9

Motor vehicle damage (class 3) 197 78 150.9 -9.8Total Motor premiums 1,516 61.9 625 58.1 142.7 -6.4

Accident and health (classes 1 and 2) 368 229 60.9 -4.3Fire and other damage to property (classes 8 and 9) 263 97 170.7 -11.4General third party liability (class 13) 166 78 112.1 -3.8Other classes 136 45 199.7 -5.9Total Non-motor premiums 933 38.1 450 41.9 107.5 -5.9Total Non-Life premiums 2,449 100.0 1,075 100.0 127.9 -6.2

15.0%

53.9%

8.0%

10.7%

6.8%5.6%

Accident and Health

Motor vehicle third‐party laibility

Motor vehicle damage

Fire and other damage to property

General thrid‐party liablity

Other classes

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The Non-life business companies within the Arca Group (Arca Assicurazioni and ISI Insurance) generated direct premiums of euro 27 million, a decrease of 10.3% over 31/3/2012.

Direct premium income recorded by the Premafin Group totalled euro 1,441 million (euro 1,635 million at 31/3/2012, -11.8%).

Unipol Assicurazioni Spa - Non-Life Direct BusinessValues in Millions of Euro 31/3/2013 mix % 31/3/2012 mix % change %

Motor and marine vehicle third-party liability (classes 10 and 12) 456 487 -6.3Motor vehicle damage (class 3) 65 71 -9.6Total Motor premiums 520 63.2 558 63.2 -6.7Accident and health (classes 1 and 2) 108 115 -5.8Fire and other damages to property (classes 8 and 9) 83 94 -11.6General third party liability (class 13) 74 76 -3.8Other classes 38 40 -4.8Total Non-Motor premiums 303 36.8 325 36.8 -6.9Total Non-Life Business premiums 823 100.0 883 100.0 -6.8

Arca Vita Spa - Non-Life Direct BusinessValues in Millions of Euro 31/3/2013 mix % 31/3/2012 mix % change %

Motor and marine vehicle third-party liability (classes 10 and 12) 12 14 -14.3Motor vehicle damage (class 3) 2 2 -17.4Total Motor premiums 14 51.4 16 54.1 -14.7Accident and health (classes 1 and 2) 6 5 4.6Fire and other damages to property (classes 8 and 9) 3 4 -4.1General third party liability (class 13) 2 2 -3.9Other classes 2 3 -23.3Total Non-Motor premiums 13 48.6 14 45.9 -5.0Total Non-Life Business premiums 27 100.0 30 100.0 -10.3

Premafin Spa - Non-Life Direct BusinessValues in Millions of Euro 31/3/2013 mix % 31/3/2012 mix % change %

Motor and marine vehicle third-party liability (classes 10 and 12) 805 953 -15.5Motor vehicle damage (class 3) 126 149 -15.1Total Motor premiums 931 64.6 1,102 67.4 -15.5Accident and health (classes 1 and 2) 149 145 3.3Fire and other damages to property (classes 8 and 9) 177 191 -7.3General third party liability (class 13) 90 111 -18.7Other classes 93 86 8.3Total Non-Motor premiums 510 35.4 533 32.6 -4.3Total Non-Life Business premiums 1,441 100.0 1,635 100.0 -11.8

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The 15.5% decrease in the Motor classes of business is attributable to continuing proactive management of portfolios, to drastic drops in car sales, to recent regulatory changes involving tacit renewal and, to a lesser extent, to the adoption of accounting policies on premiums in aligning them to Group’s. As concerns the Non-motor classes of business the 4.3% decrease is mainly due to downsizing of the corporate portfolio, especially in relation to sectors that are now associated with structural negative performance and to difficulties faced by the retail sector. Although the latter is the main target of the Group’s underwriting strategy, it is suffering from the effects of the serious economic crisis that results in less disposable income which households can invest in insurance products. Fondiaria-SAI generated direct premium income of euro 758 million (-10.6%), of which euro 498 million in the Motor classes of business (-14.1%) and euro 260 million from Non-motor classes (-3.1%). Milano Assicurazioni contributed euro 556 million (-14.3%) to direct premium income, of which euro 377 million from Motor classes of business (-16.7%) and euro 179 million from Non-motor classes (-8.9%). ____________________________________________________________________________________ Specialised companies (Linear and Unisalute) generated direct premiums of euro 158 million (-2.1%) at 31/3/2013. Linear generated direct premiums of euro 55 million, aligned with the first quarter of the previous year. Unisalute recorded premium income of euro 103 million, a decrease of 3.3% when compared to 31/3/2012. Performance of the insurance business segment In total, the Group’s insurance business segment registered profits before tax of euro 381 million (euro 155 million2 at 31/3/2012) of which euro 116 million relate to Life business (euro 38 million at 31/3/2012) and euro 265 million relate to Non-life business (euro 117 million at 31/3/2012). In relation to claims, the positive trends noted at the end of 2012 were confirmed during the first quarter of 2013 and led to improvement in both Motor and Non-motor classes of business The Non-life direct loss ratio, inclusive of the OTI ratio, is equivalent to 68.6% (71.1% at 31/3/2012 and 69.8% at 31/12/2012). The number of claims reported, excluding the MV TPL class of business, registered an increase of 2.1%, mainly attributable to the Sickness class of business (+8.6%), whilst other classes of business registered decreases.

(*) including Premafin/Fondiaria-SAI Group’s claims reported 2 The figure has been restated from euro 130 million at 31/3/2012 (euro 22 million in Life and euro 108 million in Non-life) as a result of changes detailed in the section “Basis of preparation of the Interim Financial Report”.

31/03/2013 31/03/2012 (*) change %Motor vehicle damage (class 3) 90,129 96,433 -6.5Accident (class 1) 43,062 48,275 -10.8Health (class 2) 674,067 620,542 8.6Fire and other damage to property (classes 8 and 9) 73,607 90,212 -18.4General third party liability (class 13) 34,313 41,014 -16.3Other classes 75,877 73,898 2.7Total 991,055 970,374 2.1

Total net of the Health class 316,988 349,832 -9.4

Number of claims reported by class (except MV TPL)

27

In the MV TPL line of business, excluding Fondiaria-SAI Group, claims reported in relation to “at fault” claims (Non Card + debtor Card claims) amounted to 77,405, equivalent to a 9.9% decrease over 31/3/2012. An amount of 63,323 reported claims fall under the Direct Indemnity Agreement (debtor Card claims), representing 81.8% of the total (debtor Card + Non Card). Claims reported through the “Card Gestionaria”, (CARD handler) amounted to 62,956, representing a drop of 12.1%. For the Fondiaria-SAI Group, “at fault” claims reported (Non Card + debtor Card claims) amounted to 139,758, equivalent to a decrease of 16.3% when compared to 31/3/2012. An amount of 95,589 claims reported fell under the Direct Indemnity Agreement, representing 68.4% of the total (debtor Card + Non Card). “Card Gestionaria” claims amounted to 93,999, representing a decrease of 15.8%. The direct Non-life expense ratio resulted to be 23.4% (22.1% at 31/3/2012 and 23.4% al 31/12/2012). The combined ratio for direct business was 92% at 31/3/2013 (93.2% at 31/3/2012 and 93.2% at 31/12/2012).

28

Banking business segment Performance of the Unipol Banca Group The Board of Directors of Unipol Leasing and Unipol Banca approved, in February, the merger by incorporation of Unipol Leasing in Unipol Banca. The transaction became legally effective on 21 April 2013, and it had been effective as from 1 January 2013 for accounting and tax purposes. On 28 March 2013, Banca d’Italia (the Central Bank of Italy) approved the merger by incorporation of Unipol Merchant in Unipol Banca. The transaction was approved by the companies’ Board of Directors in April and will be completed in this financial year. Both the above transactions form part of the plan for the simplification of the Unipol Banca banking group as prescribed by the 2013–2015 Business Plan. At 31/3/2013, deposits with the Unipol Banca banking group amounted to circa euro 32 billion and were constituted as follows: - Direct customer deposits increased by euro 34.8 million (+0.4% over 31/12/2012), and reached

euro 10 billion. Excluding amounts attributable to Group companies, direct deposits increased by 2.1% and totalled euro 178 million, with Group companies’ amounts continuing to decrease;

- Indirect deposits totalled euro 21.7 billion (euro 21.1 billion at 31 December 2012) and were composed of euro 20.5 billion of assets in custody and euro 1.2 billion of assets under management.

Loans to customers remained almost unchanged (euro -58 million compared 31/12/2012) and totalled euro 10.1 billion, whilst interbank loans amounted to euro 348 million compared to euro 434 million at the end of year 2012 (-19.8%). In relation to the indemnity agreement entered into between Unipol Banca and the parent company Unipol, guaranteed loans amounted to euro 524 million and were almost unchanged over 31/12/2012. Unipol Banca Group’s earning margin stood at euro 88 million, representing a decrease (-12.1% compared to 31/3/2012) mainly due to decreased returns from asset management which dropped by euro 14 million. The interest margin increased by 6.4%, while the margin on services decreased by 4.7%. Operating costs, that amounted to euro 62 million in the first quarter of 2013 represent a decrease of 6.5% compared to the first quarter in the previous year and a cost/income ratio of 70.9% (66.6% at 31/3/2012). As concerns impairment losses, the continuing macroeconomic instability resulted in provisions on receivables totalling euro 40 million (euro 23 million at 31/3/2012). Losses before tax of euro 15 million were registered during the quarter (profit of euro 10 million at 31/3/2012). Performance of BancaSai At 31 March 2013 BancaSai’s assets under management stood at euro 20.6 billion (euro 20.1 billion at 31/12/2012). The number of bank current accounts fell from 15,816 at the end of 2012 to 14,384 at 31 March 2013. Also on this date, bonds amounted to euro 88 million (euro 146 million al 31/12/2012). The decrease is attributable to bonds that matured in March. Direct deposits registered an increase and totalled euro 19.8 billion compared to euro 19.2 billion at the 2012 year end.

29

Loans to customers decreased from euro 662 million at 31/12/2012 to euro 508 million at 31/3/2013. At the start of 2013, new strategies for credit control have been approved which involve the transfer of corporate centre managers to the respective branches in order to ensure greater regional supervision, as well as increases in staff at the credit control department. Furthermore, detailed credit monitoring, both at central and regional level, has been undertaken by prioritising on the most problematic exposures, then moving on to less problematic ones, in order to forecast default cases. BancaSai continued to focus on a risk fragmentation approach, both in relation to business distribution as well as to concentration to any one client. In addition, more selective criteria have been adopted in the management of loans’ portfolios, with the aim of aligning amounts and quality of credit offered to customers to the risk profile presented by the latter. ______________________________________________________________________________________ The banking business segment registered losses before tax of euro 11 million during the first quarter of 2013 (profits before tax of euro 10 million at 31/3/2012). The table below includes the main income statement line items of the banking segment, presented in accordance with income statement formats specific to banks.

Investments and cash and cash equivalents in the banking business segment amounted to euro 13,228 million at 31/03/2013 (euro 13,279 million al 31/12/2012). Financial liabilities totalled euro 12,329 million (euro 12,419 million at 31/12/2012), and are mainly constituted of:

- subordinated debt of euro 592 million (euro 589 million at 31/12/2012); - debt instruments issued of euro 2,406 million (euro 2,203 million at 31/12/2012); - payables to costumers of euro 7,706 million (euro 7,945 million at 31/12/2012); - interbank payables of euro 1,463 million (euro 1,509 million at 31/12/2012).

Banking SegmentValues in Millions of Euro 31/3/2013 31/3/2012 change %

Net interest income 61 48 27.9Net commission income 31 29 9.7Other net financial income 10 24 -57.5Gross income 102 100 2.4Net impairment loss on financial assets -43 -23 85.4Net financial result 59 77 -22.7Operating costs 71 66 6.4

Cost/income 69.1% 66.5% 3.8

Profit (loss) before tax -11 10 -212.1

30

Real estate business segment During the first quarter of 2013, preparations for the valuation of real estate assets commenced, as envisaged in the 2013-2015 Business Plan. The exercise will involve a detailed analysis of all the Group's property in order to identify property with unsatisfactory profitability, which will either be disposed of or else will be subject to activities aimed at optimising their profitability over the three-year period. In March, seizure of Area Castello was revoked. The area, that measures circa 170 hectares and is situated in the north periphery of Florence was to be the site of a complex, intended mainly for office use, and had been in seizure since November 2008. Currently, changes in the project are being studied. Investment in the construction projects in “via Larga” and “piazza della Costituzione” in Bologna and in the Milano Porta Nuova and Torino Penta Domus joint ventures, continued. The following table includes the main results of the real estate segment:

Investments and cash and cash equivalents in the real estate business segment amounted to euro 1,980 million at 31/03/2013, (euro 1,957 million al 31/12/2012), principally constituted by Investment property totalling euro 1,229 million (euro 1,234 million at 31/12/2012) and property for own use that amounted to euro 520 million (euro 514 million al 31/12/2012). Financial liabilities amounted to euro 170 million (euro 171 million at 31/12/2012).

P&L Real Estate SectorValues in Millions of Euro 31/3/2013 31/3/2012 change %

Income from other financial instruments and investment property 15 1 1,255.6Other income 7 2 194.6Total revenue and income 21 3 522.6Charges from other financial instruments and investment property -14 -1 884.7Management expenses -1 0 440.5Other charges -9 -2 471.6Total corts and charges -24 -3 657.8Profit (loss) before tax -3 0 -1,472.1

31

Holding/Service companies and other activities During the first quarter of the year, the operations of this segment, that incorporates various diversified companies, were focused on the appointment of new Boards of Directors and the immediate start of an extensive accounting, economic, financial and property due diligence exercise. The exercise was undertaken in view of the findings made in relation to Fondiaria-SAI Group by the “Commissario ad acta” appointed by IVASS, that also resulted in a civil liability legal action against certain ex directors of the Companies. From a management point of view, the newly appointed directors have started taking steps to identify areas where intervention is required for operational improvement. The Other activities sector continues to register negative results attributable to healthcare property, all located in Tuscany, that were adversely impacted by the downturn in private healthcare, together with ever decreasing levels of work under contract with the public health sector. The segment also includes the negative results of Atahotels, an operator in the hotel industry, which continues to be negatively impacted by the severe crisis faced by the Italian and European tourism industry. The result of agricultural operations was substantially aligned with that of the previous year, despite the increasing difficulties faced by the market. The following table shows the main results of the Holding/service and other activities segment:

Losses before tax amounting to euro 95 million were registered at 31/03/2013 (losses of euro 20 million at 31/3/2012). Included within other costs are euro 60 million provisions for indemnification of receivables by the parent company Unipol, in relation to the indemnity agreement entered into with the subsidiary Unipol Banca in 2011. Investments and cash and cash equivalents in the Holding/services and other activities segment amounted to euro 1,486 million (including property for own use amounting to euro 188 million) (euro 1,546 million at 31/12/2012).

P&L Holding/service companies and other activitiesValues in Millions of Euro 31/3/2013 31/3/2012 change %

Fee and commission income 1 1 2.5Income (expense) from financial instruments at fair value through profit or loss 2 -2 -165.8Income from other financial instruments and investment property 6 9 -35.0Other income 156 10 1,495.6Total revenue and income 164 18 838.1Charges from other financial instruments and investment property -13 -15 -15.0Management expenses -94 -20 382.6Other costs -152 -3 4,914.3Total costs and charges -259 -38 586.1Profit (loss) before tax -95 -20 368.0

32

Financial liabilities amounted to euro 1,497 million (euro 1,534 million at 31/12/2012) and were constituted as follows: − euro 753 million senior bonds issued by Unipol with nominal value of euro 750 million (euro 781 million

at 31/12/2012); − euro 269 million outstanding financial liabilities with subsidiary company Unipol Assicurazioni (euro 270

million at 31/12/2012); − euro 13 million debts of Ambra Property with Unipol Banca (euro 13 million at 31/12/2012); − euro 455 million pertaining to Premafin Group (euro 465 million al 31/12/2012).

33

Asset management Investments and cash and cash equivalents Transactions carried out in the first quarter The medium-long term investment policies adopted by the Group during the period were driven by prudence and safeguarding of the quality of assets, in adherence to the guidelines defined in the Group’s Investment Policy. Such objectives were achieved through: - adherence to the guidelines established by the Group’s Finance Committee and Companies’

Investment Committees and utilising information provided by the relevant departments; - operations aimed at achieving profitability targets that are consistent with the return profile of assets

and with the nature of liabilities over a multi-year timeframe. The main underlying objective during the first quarter of 2013 was to maintain a high quality portfolio through diversification and selection of financially sound, secure issuers whilst also taking into account asset liquidity. The exposure to sovereign bonds increased by a total of euro 1,944 million. Net exposure to Italian sovereign bonds amounted to euro 2,263 million. Non-sovereign bonds at Group level decreased by euro 596 million. The net decrease in bonds issued by financial institutions was of euro 617 million, of which euro 76 million was subordinated debt, whilst exposure to corporate issuers increased by circa euro 21 million. The equity component of the portfolio decreased by euro 177 million euro. Strategic participations have been hedged against market risks at a market value of approximately euro 300 million (Mediobanca and Pirelli). Investments in property funds amounted to euro 443 million (0.98% of the total portfolio), whilst investments in alternative funds totalled euro 353 million (0.78% of the total portfolio). The average duration of the Group’s investment portfolio stood at 3.98 years compared to 3.74 at the 2012 year-end. A summary of asset allocation at 31/3/2013 is included below. Fixed and variable interest rate investments represented 76.4% and 23.6% respectively of the bond portfolio. Sovereign bonds represent approximately 77% of the bond portfolio, whilst corporate bonds account for the remaining 23%, analysed between 18.1% financial and 4.9% industrial. 94.9% of the bond portfolio was in bonds rated BBB- or better. 4.9% of the portfolio was rated between “AAA” and “AA-”, whilst 8.7% was rated “A”. Exposure to BBB rated bonds amounted to 81.3%, and Italian government bonds constituted 70.9% of the bond portfolio. Cash and cash equivalents amounted to euro 1,824 million, and are almost entirely held with the Group’s banks. ____________________________________________________________________________________

34

Group investments and cash and cash equivalents totalled euro 73,807 million at 31 March 2013 (euro 72,956 million at 31/12/2012), analysed as follows by business segment:

An analysis by type of investment is included below:

(*) Includes property for own use and property classified as held for sale (IFRS 5)

Investments, cash and cash equivalent by segmentValues in Millions of Euro 31/03/2013 mix % 31/12/2012 mix % change %

Insurance segment 59,535 80.7 58,823 80.6 1.2Banking segment 13,228 17.9 13,279 18.2 -0.4Holding/serv ice companies and other activ ities 1,486 2.0 1,546 2.1 -3.8Real Estate segment 1,980 2.7 1,957 2.7 1.2Intersegment eliminations -2,423 -3.3 -2,649 -3.6 -8.5Total investments, cash and cash equivalent 73,807 100.0 72,956 100.0 1.2

Investments and cash and cash equivalentsValues in Millions of Euro 31/3/2013 mix % 31/12/2012 mix % change %

Real estate (*) 4,279 5.8 4,290 5.9 -0.3investments in subsidiaries, associates and j-v 180 0.2 176 0.2 2.5Investments held to maturity 3,036 4.1 3,051 4.2 -0.5Loans and receivables 17,104 23.2 17,489 24.0 -2.2

Debt securities 5,593 7.6 5,764 7.9 -3.0Loans and receivables from banking customers 10,367 14.0 10,495 14.4 -1.2Inter-bank loans and receivables 316 0.4 397 0.5 -20.4Deposits with ceding undertakings 36 0.0 38 0.1 -4.0Other loans and receivables 792 1.1 795 1.1 -0.3

Available for sale financial assets 37,487 50.8 36,647 50.2 2.3Financial assets at fair value through profit or loss 10,784 14.6 10,595 14.5 1.8

of which held for trading 689 0.9 579 0.8 19.1of which designated at fair value through profit or loss 10,095 13.7 10,016 13.7 0.8

Cash and cash equivalents 938 1.3 708 1.0 32.4Total investments and cash and cash equivalents 73,807 100.0 72,956 100.0 1.2

35

Net investment income An analysis of net investment income and financial charges is included in the table below:

At 31/3/2013, impairment losses on equity investments classified as available for sale, recognised in the income statement amounted to euro 6 million (similar amounts to those registered at 31/3/2012).

Net incomeValues in Millions of Euro 31/3/2013 mix % 31/3/2012 mix % change %

Investment Property -1 -0.3 1 0.3 -251.3Income/charges on investments in subsidiaries, associates and joint venture -2 -0.5 0 0.1 -695.4Net income from investments held to maturity 27 5.7 21 6.5 25.2Net income from loans and receivables 52 11.2 133 40.5 -60.7Net income from available for sale financial assets 396 84.2 149 45.2 166.5Net income from financial assets held for trading -4 -0.8 24 7.4 -115.5Interest on cash and cash equivalents 3 0.5 0 0.1 1268.7Total net income from investments and cash and cash equivalents 470 100.0 329 100.0 43.0Net charges on financial liabilities held for trading -1 24 -104.5Net charges on other financial liabilities -90 -59 53.7Total net charges on financial liabilities -91 -35 162.6Total net income (excl. instruments designated at fair value) 379 294 28.9Net income from financial assets designated at fair value 47 159Net charges on financial liabilities designated at fair value -27 -79Total net income from instruments designated at fair value 20 80Total capital gains and investment income 399 374 6.6

36

Technical reserves and financial liabilities Technical reserves amounted to euro 56,399 million at 31/3/2013 (euro 56,456 million at 31/12/2012) and financial liabilities amounted to euro 16,415 million (euro 16,234 million at 31/12/2012).

Debt securities issued by Unipol, excluding those subscribed by group companies, totalled euro 743 million (euro 771 million at 31/12/2012) and related to the 5% fixed-rate senior unsecured bond loan 2009-2016 listed on the Luxembourg Stock Exchange, with a nominal value of euro 750 million. The movement over 31/12/2012 relates to payment of the annual coupon. Premafin Group’s debt consisted of: - subordinated debt of euro 1,007 million payable to Mediobanca (of which nominal euro 900 million

were issued by Fondiaria-SAI and nominal euro 250 million were issued by Milano Assicurazioni) and - other amounts due to banks and other lenders amounted to euro 710 million (euro 780 million at

31/12/2012).

Technical provisions and financial liabilitiesValues in Millions of Euro 31/3/2013 31/12/2012 change %

Technical prov isions - Non-Life business 19,464 19,816 -1.8Technical prov isions - Life business 36,935 36,640 0.8Total technical provisions 56,399 56,456 -0.1Financial liabilities at fair value 2,174 2,169 0.2

Investment contracts with reinsurance companies 1,576 1,545 2.0Other 598 624 -4.1

Other financial liabilities 14,241 14,065 1.3Investment contracts with insurance companies 26 27 -1.5Subordinated liabilities 2,570 2,563 0.2Amounts due to banking customers 6,253 6,253 0.0Inter-bank loans 1,463 1,509 -3.0Other 3,929 3,712 5.8

Total financial liabilities 16,415 16,234 1.1Total 72,813 72,690 0.2

Group debt (excluding net inter-bank deposits)Values in Millions of Euro 31/3/2013 31/12/2012 change

Subordinated debt issued by Unipol Assicurazioni 971 964 7Subordinated debt issued by Unipol Banca 592 589 3Subordinated debt issued by Premafin Group 1,007 1,011 -4Debt securities issued by Unipol Banca 2,180 1,859 322Debt securities issued by Unipol 743 771 -28Amount due to banks and other loans of Premafin Group 710 780 -70Total debt as at 31/3/2013 6,203 5,973 229

37

Significant events after the reporting period and outlook The performance of the Group’s insurance business segment during the first quarter of the year, marked by the economic recessionary climate and by increased competition, was confirmed in April. Trends in Non-life claims continue to be encouraging both in the Motor classes of business, where decreases in claims reported were confirmed, as well as in the Non-motor classes of business. As concerns Life business, the companies operating in banc assurance continued to register significant growth in April. From an asset management perspective, the performance of financial markets improved considerably. Also, after the formation of a new Italian government, Italian sovereign bonds registered a remarkable recovery, with the resulting positive impact on the Group’s equity. The Group is determined to continue progressing the operations that will lead to the successful completion of the acquisition of the Premafin/Fondiaria-SAI Group and the planned merger. The business performance in the first quarter of the year, together with initial data available for April 2013, suggest that the objectives set for this first year of the Business Plan may be achieved. Bologna, 9 May 2013

The Board of Directors

38

Consolidated interim financial statements: − Statement of financial position − Income statement and statement of comprehensive

income

− Segmental analysis of the income statement

Consolidated statement of financial position - AssetsValori in Milioni di Euro31/3/2013 31/12/2012

1 INTANGIBLE ASSETS 2,071 2,0771.1 Goodwill 1,909 1,9091.2 Other intangible assets 162 168

2 PROPERTY, PLANT AND EQUIPMENT 1,402 1,4132.1 Property 1,291 1,2862.2 Other tangible assets 111 127

3 REINSURERS' SHARE OF TECHNICAL PROVISIONS 1,234 1,2074 INVESTMENTS 71,578 70,958

4.1 Investment property 2,987 3,0014.2 Investments in subsidiaries, associates and joint ventures 180 1764.3 Investments held to maturity 3,036 3,0514.4 Loans and receivables 17,104 17,4894.5 Available-for-sale financial assets 37,487 36,6474.6 Financial assets at fair value through profit or loss 10,784 10,595

5 OTHER RECEIVABLES 3,008 3,6635.1 Receivables arising out of direct insurance operations 1,589 2,0905.2 Receivables arising out of reinsurance operations 115 1115.3 Other receivables 1,305 1,462

6 OTHER ASSETS 3,395 3,0826.1 Non-current assets or disposal groups classified as held-for-sale 7 86.2 Deferred acquisition costs 73 676.3 Deferred tax assets 2,291 2,2016.4 Current tax assets 262 3256.5 Other assets 762 481

7 CASH AND CASH EQUIVALENT 938 708TOTAL ASSETS 83,626 83,109

Values in Millions of Euro

40

Consolidated statement of financial position - Equity and liabilities

31/3/2013 31/12/20121 EQUITY 6,945 7,002

1.1 attributable to the owners of the parent 5,303 5,3221.1.1 Share capital 3,365 3,3651.1.2 Other equity instruments 0 01.1.3 Capital reserves 1,725 1,7251.1.4 Retained earnings and other reserves 449 1461.1.5 (Own shares) 0 01.1.6 Reserve for currency translation differences 3 21.1.7 Gains or losses on available-for-sale financial assets -255 -1641.1.8 Other gains or losses recognized directly in equity -34 -511.1.9 Profit (loss) for the period/year attributable to the owners of the parent 50 2991.2 attributable to non-controlling interests 1,642 1,6811.2.1 Share capital and reserves 1,179 1,0511.2.2 Gains or losses recognized directly in equity 378 4591.2.3 Profit (loss) for the period/year attributable to non-controlling interests 85 171

2 PROVISIONS 415 4033 TECHNICAL PROVISIONS 56,399 56,4564 FINANCIAL LIABILITIES 16,415 16,234

4.1 Financial liabilities at fair value through profit or loss 2,174 2,1694.2 Other financial liabilities 14,241 14,065

5 PAYABLES 1,402 1,2775.1 Payables arising out of direct insurance operations 165 1645.2 Payables arising out of reinsurance operations 118 855.3 Other payables 1,118 1,027

6 OTHER LIABILITIES 2,050 1,7376.1 Liabilities of a disposal group held for sale 2 26.2 Deferred tax liabilities 631 5886.3 Current tax liabilities 191 1786.4 Other liabilities 1,227 969

TOTAL EQUITY AND LIABILITY 83,626 83,109


41

Consolidated Income Statement

31/3/2013 31/3/20121.1 Net premiums 4,497 1,5801.1.1 Gross premiums 4,617 1,6271.1.2 Reinsurance premium -120 -461.2 Fee and commission income 35 321.3 Gains and losses on financial instruments at fair value through profit or loss 15 1281.4 Income from investments in subsidiaries, associates and joint ventures 1 01.5 Income from other financial instruments and investment property 678 3811.5.1 Interest income 508 2921.5.2 Other income 41 131.5.3 Realised gains 128 751.5.4 Unrealised gains 0 21.6 Other income 117 22

1 TOTAL REVENUES 5,343 2,1442.1 Net insurance claims -3,782 -1,4842.1.1 Amounts paid and changes in technical provisions -3,852 -1,5072.1.2 Reinsurers' share 70 232.2 Fee and commission expense -10 -62.3 Losses on investments in subsidiaries, associates and joint venture -3 02.4 Charges from other financial instruments and property -291 -1352.4.1 Interest expense -91 -792.4.2 Other charges -16 -32.4.3 Realised losses -51 -232.4.4 Changes in fair values -134 -302.5 Management expenses -736 -3422.5.1 Commissions and other acquisition costs -501 -2112.5.2 Investment management expenses -8 -42.5.3 Other administration expenses -227 -1282.6 Other costs -249 -34

2 TOTAL COSTS AND EXPENSES -5,072 -2,001NET PROFIT (LOSS) BEFORE TAX 272 144

3 Tax -136 -56NET PROFIT 136 88

4 NET PROFIT (LOSS) FROM DISCONTINUED OPERATIONS -1 0CONSOLIDATED PROFIT (LOSS) 135 88attributable to the owners of the parent 50 85attributable to non-controlling interests 85 2


42

Consolidated Statement of Comprehensive Income - Net amounts

Values in Millions of Euro 31/3/2013 31/3/2012

CONSOLIDATED PROFIT (LOSS) 135 88Foreign currency translation differences 0 0Net unrealized gains and losses on available-for-sale financial assets -176 441Net unrealized gains or losses on cash flows hedging derivatives 21 -1Change in reserve for revaluation model in on tangible assets 0 0Actuarial gains or losses arising from defined benefit plans 0 -1Other -1 0OTHER COMPREHENSIVE INCOME -155 440TOTAL COMPREHENSIVE INCOME -20 528attributable to the Group -24 504attributable to minority interests 4 24

43

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of th

e pare

nt50

85-41

.5No

n-con

trollin

g inte

rests

profit

(loss

)85

233

35.8

The c

hang

es to

segm

ent re

portin

g and

acco

untin

g poli

cy (I

AS 19

) of re

cogn

izing

actua

rial g

ains a

nd lo

sses

relat

ed to

defin

ed be

nefit

plans

have

prod

uced

the f

ollow

ing ef

fects

on se

ctoral

econ

omic

perfo

rman

ce be

fore t

ax 20

12:

- th

e Non

-Life

segm

ent c

hang

es fro

m 10

8 millio

ns of

euro

to 11

7 millio

ns of

euro,

due i

n part

icular

to th

e rec

lassif

icatio

n of fi

nanc

ial in

strum

ents

(+9 m

illions

of eu

ro);

- th

e Life

segm

ent c

hang

es fro

m 22

millio

ns of

euro

to 38

millio

ns of

euro,

due i

n part

icular

to th

e rec

lassif

icatio

n of fi

nanc

ial in

strum

ents

(+16

millio

ns of

euro)

;-

con

solid

ated p

rofit b

efore

tax ch

ange

s from

119 m

illions

of eu

ro to

144 m

illions

of eu

ro, du

e to i

n part

icular

to th

e rec

lassif

icatio

n of fi

nanc

ial in

strum

ents

(+24

millio

ns of

euro)

, net

profit

chan

ges f

rom 71

millio

ns of

euro

to 88

millio

ns of

euro

.

Inte

rseg

men

t el

imin

atio

nsCO

NSOL

IDAT

ED T

OTAL

SUM

MAR

Y CO

NSOL

IDAT

ED IN

COM

E ST

ATEM

ENT

BY S

EGM

ENT

LIFE

INSU

RANC

E SE

GMEN

TIN

SURA

NCE

SEGM

ENT

BANK

ING

SEGM

ENT

HOLD

ING/

SERV

ICE

COM

PANI

ES A

ND O

THER

AC

TIVI

TIES

REAL

EST

ATE

SEGM

ENT

NON-

LIFE

INSU

RANC

E SE

GMEN

T

44

Statement made by the Executive charged with the preparation of the financial statements (pursuant to Article 154-bis of Legislative Decree 58 of 1998)

STATEMENT MADE BY THE EXECUTIVE CHARGED WITH THE PREPARATION OF THE COMPANY’S FINANCIAL STATEMENTS

SUBJECT: Interim Financial Report og Unipol Gruppo Finanziario S.p.A. as at

31 March 2013 The undersigned Maurizio Castellina, Executive Charged with the preparation of the financial statements of Unipol Gruppo Finanziario S.p.A.

HEREBY DECLARES, pursuant to Article 154-bis, second paragraph of the “Testo unico delle disposizioni in materia di intermediazione finanziaria” (Consolidated act of financial intermediation), that the Interim Financial Report as at 31 March 2013 is consistent with documented evidence, books and accounting records. Bologna, 9 May 2013 Executive charged with the preparation of the Company’s financial statements Maurizio Castellina (signed on the Original Italian version)

47

Unipol Gruppo Finanziario S.p.A.

Registered Office:via Stalingrado, 45

40128 Bologna, Italytel. +39 051 5076111

fax +39 051 5076666

Registered Capital, Fully Paid-up3,365,292,295.47 Euros

Bologna Business and Trade Register no. tax no. and VAT no.: 00284160371Economic/Administrative Business

Register no. 160304

Parent company of the Unipol Insurance Group, listed with no. 046 on

the Register of Insurance Companies

www.unipol.it

Unipol Gruppo Finanziario S.p.A.Registered Office via Stalingrado, 4540128 Bologna

www.unipol.it

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