PRESS RELEASE

UGF - PREMAFIN: CONDITIONAL GO-AHEAD TO THE OPERATION FROM ANTITRUST. MEASURES IMPOSED TO DISSOLVE TIES WITH MEDIOBANCA AND FOR THE SALE OF ASSETS TO ENSURE OVERCOMING CRITICAL COMPETITIVE ISSUES IN NATIONAL MARKETS, IN PARTICULAR THE NON-LIFE BRANCH OF RC AUTO, AND IN THE PROVINCIAL MARKETS

The Antitrust Authority conditional go-ahead to the UGF-Premafin operation. The Autorità Garante della Concorrenza e del Mercato, at its meeting on 19^th June 2012, decided that the integration between the two groups can be authorised with stringent measures able to dissolve the ties with Mediobanca (which controls Generali, a main competitor in the markets affected by the operation) and to reduce, through the sale of assets, the otherwise dominant purchasing position in the non-life markets (in particular for RC Auto - third-party motor liability - policies) at the national level and as regards the distribution of policies in 93 provinces.

Below are the prescribed measures, which can be grouped by subject into three types: (i) measures to ensure sale of assets; (ii) measures aimed at circumventing any equity and financial ties between the new entity and Mediobanca; (iii) measures against Mediobanca

SALES OF ASSETS

UGF must sell the company and company branches, composed, among other things, of the brands, insurance portfolios (representing a significant amount of premiums) and the agency relations, infrastructures and resources that ensure its operation. The group emerging from the operation must reduce, by effect of these sales (corresponding to a significant and determined amount of premiums), their market share at the national and provincial level to below 30% (or ensure the sale of the entire market share acquired as a result of this operation if a share of 30% was held prior to the merger) in each branch non-life and life, based on the data sources of ISVAP. The sales must be carried out in a limited short-term window using an independent advisor of primary international standing approved by the Authority, who must be conferred a special mandate. Prior to the conclusion of the sales contracts, the advisor will submit a detailed report to the Authority in order to obtain a definitive assessment.

MEASURES IMPOSED FOR DISSOLVING THE EQUITY AND FINANCIAL TIES WITH UNICREDIT AND MEDIOBANCA

a) UGF must dissolve the shareholders' agreement between Unicredit and Premafin concerning the shares of Fondiaria Sai and must take all necessary steps to ensure that the current Fondiaria Sai administrators appointed by Unicredit have resigned from the Board of Directors of FonSai.

b) UGF and Fondiaria Sai must sell their entire stake of Fondiaria Sai in Assicurazioni Generali to entities that are not controlled by or in any way connected with UGF, Premafin, Fondiaria-Sai, Milano Assicurazioni, Unicredit and Mediobanca, nor are parties to shareholders’ agreements relating to the management of Mediobanca. Until the sale, UGF and Fondiaria Sai will abstain from exercising any administrative right, including voting rights, related to such holdings;

c) UGF, Fondiaria-Sai and Milano Assicurazioni must sell their entire parcel of shares presently held by the Premafin/Fondiaria-Sai group in Mediobanca, conferring a seller’s mandate to one or more investment banks of primary standing approved by the Authority. Meanwhile a trustee must be identified, approved by the Antitrust Authority, where the deposit agreement that binds the shares of Mediobanca is to be deposited. The trustee cannot either participate in the Mediobanca General Meeting or exercise the voting rights attached. Before this deposit, Fondiaria-Sai and Milano Assicurazioni must abstain from exercising any administrative right concerning the governance of Mediobanca. UGF, Fondiaria-Sai and Milano Assicurazioni must take steps to ensure that all the current Directors of Mediobanca appointed or otherwise having direct or indirect links with these companies submit their resignations from the Board of Directors. UGF must also ensure that the governance organs contain no subjects appointed that are in any way related to Mediobanca and UGF shall not enter into any shareholders agreement that concerns Mediobanca shares. UGF finally will not hold Mediobanca shares and, in the event that any should be retained for merely financial investment purposes, UGF shall not exercise any administrative right, including the right to vote;

d) UGF shall not enter into any shareholder agreement in Fondiaria Sai shares with Mediobanca and Unicredit. Finsoe, as parent company of GDF, shall not enter into any shareholder agreement in Fondiaria Sai shares with Mediobanca and Unicredit.

e) UGF must ensure that the Group’s governance post-merger has no subjects appointed that are related, directly or indirectly, to Mediobanca, Unicredit or Generali;

f) UGF will begin to reduce the present debt of Unipol, Fondiaria-Sai and Milano Assicurazioni to Mediobanca, zeroing it out in the future. UGF, Fondiaria-Sai and Milano Assicurazioni must adopt appropriate arrangements that ensure that Mediobanca does not acquire strategic commercial information beyond what is strictly necessary for the protection of its own credit.

MEASURES IMPOSED ON MEDIOBANCA

Mediobanca will:

a) divest any shares that it might have acquired in UGF and/or Fondiaria Sai and/or the group resulting from the merger;

b) until the divestiture, not exercise any administrative right for the period of the possession of these shares;

c) accept any offer for early redemption as well as the assignment of shares of financing contracts to the extent identified by UGF;

d) abstain, as long as it maintains its position as a creditor entity, from requesting Unipol, Fondiaria-Sai and Milano Assicurazioni S.p.A. for strategic commercial information beyond what is strictly necessary for the protection of its own credit;

e) not exercise the option of converting loans into equity securities;

f) not participate in the governance of the post merger group, namely will not indicate nor contribute in any way to the appointment of a representative in the majority or minority lists relating to the governing bodies of such entity;

g) not buy shares, while the de facto control of Mediobanca in Generali remains, in Finsoe, UGF or other companies forming part of the UGF Group.

Rome, 20^th June 2012