Unipol Gruppo Finanziario

Interim Financial Report31 March 2012

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UNIPOL GRUPPO FINANZIARIO S.P.A. ___________________________________________________________ Registered and Head Offices at Via Stalingrado 45, Bologna Share capital €2,699,066,917.47 fully paid-up Tax code and Bologna Company Registration No. 00284160371 - R.E.A. No. 160304 Parent of the Unipol Insurance Group entered in the Register of Insurance Groups - No. 046

Interim Financial Report 31 March 2012 (in accordance with Article 154-ter of Legislative Decree 58/1998) Bologna, 10 May 2012

Translation from the Italian original which remains the definitive version

CONTENTS Company bodies ............................................................................................................. 5 Macroeconomic background and market trends ......................................................... 7 Consolidation scope at 31/3/2012 ................................................................................ 12

INTERIM MANAGEMENT REPORT Group highlights .............................................................................................................. 14 Alternative performance indicators .................................................................................. 15 Management report ......................................................................................................... 16 Salient aspects of business operations ........................................................................... 20 Insurance business ......................................................................................................... 23 Banking business ............................................................................................................ 30 Holding and Services business ....................................................................................... 32 Investment management ............................................................................................... 33 Equity .............................................................................................................................. 37 Technical provisions and financial liabilities .................................................................... 38 Transactions with related parties .................................................................................... 38 Subsequent events and business outlook ...................................................................... 39

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS AS AT AND FOR THE THREE MONTHS ENDED 31/3/2012 CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS Statement of financial position ........................................................................................ 44 Income statement .......................................................................................................... 46 Statement of comprehensive income .............................................................................. 47 Statement of changes in equity ....................................................................................... 48 Statement of cash flows .................................................................................................. 49 NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS 1. Basis of presentation .................................................................................................. 53 2. Notes to the statement of financial position................................................................. 55 3. Notes to the income statement ................................................................................... 64 4. Other information ........................................................................................................ 70

4.1 Earnings per share .............................................................................................. 70 4.2 Dividends ............................................................................................................. 70 4.3 Transactions with related parties ......................................................................... 70 4.4 Non-recurring significant transactions and events deriving from atypical and/or unusual transactions ................................................... 73

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TABLES ATTACHED TO THE NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS Consolidation scope ........................................................................................................ 76 Details of unconsolidated investments ............................................................................ 77 Statement of financial position by business segment ...................................................... 78 Income statement by business segment ......................................................................... 79

Statement of the Manager in charge of financial reporting pursuant to Article 154-bis of Legislative Decree 58/1998 ....................................... 83 Independent Auditors' Report...................................................................................... 85

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Company bodies Honorary Chairman Enea Mazzoli Board of Directors

Chairman Pierluigi Stefanini Vice Chairman Piero Collina Chief Executive Officer and General Manager Carlo Cimbri Board Members

Francesco Berardini Sergio Betti Rocco Carannante Pier Luigi Celli Sergio Costalli Ernesto Dalle Rive Vincenzo Ferrari (*) Jacques Forest Vanes Galanti Roger Iseli Claudio Levorato

Ivan Malavasi Massimo Masotti Enrico Migliavacca Pier Luigi Morara Milo Pacchioni Marco Pedroni Giuseppe Politi Adriano Turrini Francesco Vella Marco Giuseppe Venturi Luca Zaccherini

Secretary to the Board of Directors Roberto Giay (*) Board member coopted by the Board of Directors 10/5/2012

Board of Statutory Auditors

Chairman Roberto Chiusoli Standing Auditors Giorgio Picone

Domenico Livio Trombone Alternate Auditors Carlo Cassamagnaghi

Cristiano Cerchiai

Manager in charge of financial reporting Maurizio Castellina

Independent auditors (**) KPMG S.p.A.

(**) The task of carrying out a limited audit of the condensed interim financial statements as at and for the three months ended 31 March 2012 was given to KPMG on a voluntary basis, whilst PricewaterhouseCoopers was appointed to perform the legally-required audit for 2012-2020

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Macroeconomic background and market trends Macroeconomic background At the end of first quarter of 2012 and, to a greater extent, during April, the question of the public debt of the weakest countries in the Eurozone once again began to worry the financial markets. On 9 March Greece rescheduled its debts to private investors, and this was interpreted by the markets as the first default of a Eurozone state. Thus the Spanish Government's admission that it could not keep its deficit down to 4.4% in 2012, and its promise that it would not exceed 5.3% (whereas in 2011 Madrid's public deficit had been 8.5% compared with a target of 6%), provided the spark that fired the problem up once again. Despite the second Long-Term Refinancing Operation (LTRO), under which the ECB injected a further €530bn into the continental banking system on 1 April, distributing it to 800 lenders, the sovereign debt crisis spread to the banks in the countries on the edge of the Monetary Union. At the end of March the share prices of the main lending groups began to feel the pain of the recoil from the new phase of distrust that was widespread among financial operators. Against this background the spread between Italian and German government bonds bucked the downward trend recorded during much of the first quarter and rose to almost 400 basis points. A further factor causing widespread concern was the threat of a recession in Europe: the Organisation for Economic Cooperation and Development (OECD) forecast that all three of the principal European economies (Germany, France and Italy) would suffer a 0.4% drop in GDP in the first quarter of 2012 compared with a 2.9% rise in the United States. The 'novelty' was the slowdown in performance in several emerging countries as a result of the reduced contribution that exports to the most advanced economies would make to their manufacturing systems. In its April World Economic Outlook the International Monetary Fund forecast an 8.2% increase in Chinese GDP in 2012 (9.2% in 2011) and India was expected to grow 6.9% (compared with 7.2% last year) but Brazil was forecast to grow 3% in 2012 compared with 2.7% in 2011. The signs emanating from the Italian economy in the first quarter of 2012 confirmed that a recession was likely. The domestic market continued to be characterised by weak demand (retail sales in January falling 0.8% compared with the same month of 2011) as a result of both stagnation in the economy in general and higher taxation. The industrial index in the first two months of the year was down 5.7% on the same period last year. These phenomena were reflected in an increase in the number of the unemployed to more than 2.3 million in February (+16.6% over the previous twelve months), with the unemployment rate rising to 9.3%. The consumer price index was up 3.3% in March, largely due to an overall increase in energy prices of 15.4%. The only escape route for Italian manufacturing was exports, which were up 5.9% in the first two months of 2012 compared with the same period of 2011. The simultaneous fall in imports led to an improvement in the trade balance, which was up from -€9.3bn in February 2011 to -€5.5bn in February 2012. 2011 saw an improvement in net public borrowing, down from 4.6% of GDP in 2010 to 3.9%. Italian public finances suffered the burden of both the Greek bail-out (€6.1bn) and the contribution to the European Financial Stability Facility (€3.1bn) in 2011. The incidence of public debt on GDP rose to 120.1%.

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Banca d’Italia recorded that the requirements of the state sector (€28.2bn) fell €2.8bn in the first three months of 2012 compared with the same period of 2011. Tax revenue stayed at the same levels as in the first quarter of 2011: receipts from IRPEF and VAT were down because of the negative economic cycle, whilst receipts from excise duties on energy were up 23%. Financial markets The first quarter of 2012 ended with very positive performances from the major financial markets. A decisive contribution to the increase in investors' propensity for risk was made by the change in the strategy adopted by the ECB in order to guarantee the stability of the banking system in the Eurozone as a whole. The use of the LTRO in December 2011 and February 2012 for very considerable amounts enabled the banks to find an important source of medium-term finance in the ECB. The huge amount of liquidity pumped into the financial system via the LTRO also helped to increase the financial resources available to the banks, which were also used to subscribe government bonds. The absence of excessive tensions in the market for the capital needed to finance the public requirement therefore allowed the central governments of the states with the highest deficits and public borrowing to launch plans to reduce them and carry out structural reforms. In Italy and Spain, the countries with the worst problems in their public finances and most needing to refinance their debt, the introduction of the LTRO, together with the adoption of structural reforms deemed convincing by investors, led to a substantial reduction in the yield differential between their securities and similar securities issued by Germany.

Country 30 June 2010 31 December 2011 31 March 2012 10-year

rate Spread c/w Germany

10-yearrate

Spread c/wGermany

10-yearrate

Spread c/wGermany

Germany 3.03 1.83 1.79France 3.41 0.38 3.15 1.32 2.89 1.10Italy 4.88 1.85 7.11 5.28 5.12 3.33Belgium 4.10 1.07 4.09 2.26 3.40 1.61Greece 16.34 13.31 34.96 33.13 21.08 19.29Ireland 11.70 8.67 8.46 6.63 6.91 5.12Portugal 10.90 7.87 13.36 11.53 11.53 9.74Spain 5.45 2.42 5.09 3.26 5.35 3.56

The Greek sovereign debt crisis underwent a change during the first quarter of 2012 when the ECB, the European Union and the International Monetary Fund provided a second and substantial aid package, in return for which further sacrifices were required both of Greece, in the form of reforms to be carried out in order to rebalance the public finances, and of private investors, in the form of rescheduling their debt securities, which involved a loss of 73% of their nominal value. However, in the opinion of the institutions proposing ways of resolving the Greek debt crisis this operation was seen by investors as destabilisation, since it made them think it was possible for other Eurozone countries to reschedule their debts. This has caused prices in the world's main financial markets to fall since the end of the quarter, and they are still falling. The first quarter of 2012 ended on a positive note for those share markets that were cheered by the signs of an economic upturn in the United States and the emerging markets.

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Standard & Poor’s 500 index, which represents the leading listed companies in the United States, rose 12%, the Japanese Nikkei 225 was up 19.3% and the MSCI index for emerging markets rose +10.3%. On the other hand European share markets suffered from the absence of a definitive solution to the problem of sovereign debt in the Eurozone, with a more modest increase of 6.9% (Eurostoxx 50 index) as a result of the very different performances in the markets in the core countries in Europe such as Germany (+17.8%) on the one hand and the countries on the edge of the Eurozone such as Italy (+5.9%) and Spain (-6.5%) on the other. The positive performance in the share markets was mirrored in the corporate bond market. In fact the iTraxx index, which represents the average spread at which financial sector companies with a high credit rating issue bonds, fell 58 basis points during the quarter, from 278.5 to 220.2. Insurance business There was a distinct split in the way the two sectors of the Italian insurance market performed in 2011: Non-Life business grew 2.6% overall but Life business had a disappointing year, falling 18%. Growth in Non-Life business was largely stimulated by the 5.2% increase in Motor Vehicles Third-Party Liability premiums. Behind this gratifying result were the tariff adjustments carried out by companies in order to restore the technical balance in this class. Thus the initial positive results began to emerge, helped by the fall in the claims frequency, which benefited from the decrease in average mileage resulting from the difficult economic climate and the increase in the price of fuel. Very different was the performance in Land Vehicles – own damage or loss, where the crisis in the motor vehicle market, with falling registrations (car sales down 10.5% in 2011, -21.8% in the first quarter of 2012), had been undermining the insurable basis of this type of business for many years. The other non-MV Non-Life classes recorded a modest increase (+0.5%, similar to 2010). In real terms, i.e. net of inflation, this sector was down. Classes linked to health (Accident and Health) stagnated (-0.1% compared with 2010); General Third-Party Liability was down (-1.1%), partly owing to the transfer of contracts to companies belonging to the European Economic Area, whereas several minor classes such as Monetary Losses (+9.1%), Assistance (+7.4%) and Legal Protection (+4.2%) were up. Life premiums were down 18% in 2011. Income from all classes of business was down, particularly in Class V (-39.2%). Premiums in Class VI (pension funds) also fell around 10%. One of the factors affecting this class was the general situation, which forced banks to concentrate on obtaining direct customer deposits at the expense of marketing assets under management products. In fact Life premiums obtained through the banking channel fell by 25.5% in 2011, whereas premiums obtained through agencies were only down 11.5%. The figures for new individual Life policies for the first two months of 2012 are available and show a drop of 34.9%. The work done by bank and post office branches was down further (-45.7%) whilst agencies were down 26.3%. Quite the opposite was the case for financial advisers, where premiums were up 29.7%. 2012 is expected to be a difficult year for the insurance sector. It will not be possible to increase premiums significantly as long as the economy as a whole remains in the doldrums. Both the reduction in industrial activity in the case of businesses and the drop in the disposable income of households may have a negative effect on Non-Life business. On the other hand there are expectations of a fairly good technical performance in MV TPL, the principal Non-Life class in the Italian market, where the combination of a reduction in households’

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disposable income and the cost of fuel, which is not expected to fall below current levels, should help to keep claims frequency down and thus make it easier to return to previous levels of technical profitability in this class. As regards Life business, it is expected that lenders will continue to concentrate on the search for liquidity rather than assets under management products; moreover, Italy's general economic situation will lead to a drop in new savings, which will certainly penalise the work done by intermediaries. Banking and assets under management The turbulence that affected the public debt of the weakest economies in the Eurozone meant that it was more difficult for the Italian banks to gain access to large-scale funding. The two ECB three-year refinancing operations enabled lenders to tackle the lack of resources, which would have become even more serious in subsequent months as large tranches of banking bonds matured. Banca d’Italia calculated that the net effect on Italian banks of the two LTROs was close to €140bn and that Italian institutes made net new investments in government bonds of €44bn between the end of November 2011 and the end of February 2012. In the first two months of 2012 bank loans fell 0.3% overall compared with December 2011. Loans to non-financial companies were up 1.5% whilst lending both to households (-0.4%) and to public authorities and other residents of Italy (-0.9%) was down. Direct income was up 2.9% at the end of February compared with the end of 2011 as a result of a modest increase in deposits (+0.2%), more use of repo operations (+21.5%), a slight rise in the volumes of bonds issued (+4.5%) and the umpteenth drop (-2.6%) in income from abroad. Lending by the five leading banking groups was down (-2.8%) in comparison with twelve months earlier and there was a marginal increase in lending by the others (+0.8%). In the fourth quarter of 2011 the Bank Lending Survey, a quarterly survey of bank lending in the Eurozone, indicated that the main reason for the reduced level of lending in Italy was the difficulty the banks had in obtaining sufficient income. Terms on which mortgage loans were granted were more stringent because of the deterioration in the outlook for the housing market, whilst demand for consumer credit continued to be very limited. The cost of lending to businesses was slightly down but on the other hand the rate applied to loans to households was up. The cost of obtaining income seemed to be stable. The difficult economic climate was leading to an increase in non-performing loans and against this background it seemed inevitable that the sector as a whole would see a drop in profitability. Pension funds market At the end of the first quarter of 2012 the supplementary pension market showed no signs of recovering from the substantial lull in which it had been since the beginning of 2011. In general, occupational funds found it difficult to grow. In addition those operating in the sectors most affected by the crisis even recorded a slight drop in the number of members. This translated into stagnation in the number of members or occasionally a decrease. The inevitable result was a modest increase in Net Assets Allocated to Benefits. There was also a substantial lull in the number of new members of open-ended funds whilst Personal Pension Plans were relatively dynamic. ___________________________________________________________________________________

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Unipol Group's Interim Financial Report for the quarter ended 31 March 2012 was drawn up in accordance with Article 154-ter of Legislative Decree 58/1998 (Consolidated Finance Act). It consists of the Management Report and the Condensed Interim Consolidated Financial Statements as at and for the three months ended 31 March 2012, drawn up in accordance with IAS 34 – Interim financial statements to be included in the Prospectus for the option offer of Unipol ordinary and preference shares and listing on the Mercato Telematico Azionario, the automated stock exchange organised and managed by Borsa Italiana S.p.A. It complies with the IFRS and is subject to limited review on a voluntary basis by KPMG S.p.A. It should be mentioned that the amount of information provided is unusual and will not be repeated in subsequent interim management reports. ___________________________________________________________________________________

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Consolidation scope at 31 March 2012(Line-by-line method)

INSURANCE COMPANIES PROPERTY AND OTHERS

FINANCIAL SERVICES AND BANKS

UNIPOLASSICURAZIONI

BOLOGNA

100%

LINEAR LIFEBOLOGNA

100%

67.74%

UNISALUTEBOLOGNA

98.53%

LINEARASSICURAZIONI

BOLOGNA

100%

32.26%

HOLDING

NETTUNOFIDUCIARIA

BOLOGNA

UNICARDMILAN

100%

100%

100%

53.56%100% AMBRAPROPERTY

BOLOGNA

100%

SMALLPARTBOLOGNA

UNIFIMMBOLOGNA

MIDIBOLOGNA

100%

100%

100%

ARCA VITAVERONA

ARCAASSICURAZIONI

VERONA

ISI INSURANCEVERONA

ARCA DIRECTASSICURAZIONI

VERONA

ARCA INLINEAVERONA

ARCA SISTEMIVERONA

96.99%

50%

ARCA VITAINTERNATIONAL

IRELAND

100%

100%

60.22%

82.03%

39.78%

16.97%

1%

60.84% (*)

(*) Including treasury shares in the portfolio held by Arca Vita Spa, the percentage is 61.58%

UNIPOLSGR

BOLOGNA

UNIPOL MERCHANT

BOLOGNA

UNIPOLFONDI

IRELAND

UNIPOLLEASINGBOLOGNA

100%

UNIPOLBANCA

BOLOGNA

CENTRI MEDICIUNISALUTE

BOLOGNA

PUNTA DI FERROBOLOGNA

100%

COVENTGARDEN BO

BOLOGNA

COMSIDERBOLOGNA

100%

100%

100%

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Interim Management Report

Amounts in €m 31/3/2012 31/3/2011 31/12/2011Non-Life direct insurance premiums 1,075 1,067 4,333% variation (1) 0.7 8.5 2.1

Life direct insurance premiums 580 1,391 4,588% variation (1) -58.3 16.6 -3.1

of which Life investment products 24 66 142

Total direct insurance premiums 1,654 2,458 8,921% variation (1) -32.7 12.9 -0.6

Banking business - direct customer deposits 9,579 9,473 9,583% variation (2) 0.0 1.9 3.1

Annual Premium Equivalent (APE) Life business - Group share 57 103 248% variation (3) -45.0 18.1 -30.8

Loss ratio - Non-Life - direct business 71.0% 78.7% 73.2%

Expense ratio - Non-Life - direct business 22.2% 21.5% 22.3%

Combined ratio - Non-Life - direct business 93.1% 100.3% 95.5%

Net gains on financial instruments (excl. assets and liabilities at fair value ) 270 338 834% variation (1) -20.3 17.6 -26.7

Consolidated profit/(loss) 71 38 -94% variation (1) 87.0 3596.8 -232.0

Comprehensive income (expense) 505 106 -564

Investments and cash and cash equivalents 35,784 35,538 34,167% variation (2) 4.7 2.6 -1.4

Technical provisions 22,456 22,444 22,039% variation (2) 1.9 0.9 -0.9

Financial liabilities 12,993 12,786 12,829% variation (2) 1.3 1.0 1.4

Equity attributable to the owners of the Parent 3,560 3,739 3,078% variation (2) 15.7 2.5 -15.6

No. staff 7,679 7,594 7,638

(1) The % variation in financial figures relates to the comparison with figures from the corresponding period of the previous year(2) The % variation in statement of financial position figures relates to the comparison with figures from 31/12 of the previous year(3) On a like-for-like basis and without taking into account Bnl Vita's contribution there was an -8.8% decrease in APE at 31/03/2012

GROUP HIGHLIGHTS

The variations in the data compared with 31 March 2011 are negatively affected by the withdrawal of BNL Vita from the scope of consolidation, which took place at the end of the third quarter of 2011.

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Alternative performance indicators These indicators (APE, loss ratio, expense ratio and combined ratio) are not laid down in the accounting standards but are calculated in accordance with economic and financial practices. Annual Premium Equivalent - APE (*)

Amounts in €m Q1 2012 Q1 2011 2011Recurring annual premiums (pro quota) 10 11 52Single premiums (pro quota) 470 517 1,955Total new production - Life (pro quota) 480 527 2,007

pro quota APE 57 62 248% var. -8.8% 30.3% -4.4%

Loss ratio (direct business and gross of reinsurance) - Non-Life sectorAmounts in €m Q1 2012 Q1 2011 2011

Direct premiums (gross of reinsurance) 1,056 1,066 4,361Direct claims (gross of reinsurance) 750 839 3,193

Loss ratio 71.0% 78.7% 73.2%

Expense ratio (direct business and gross of reinsurance) - Non-Life sectorAmounts in €m Q1 2012 Q1 2011 2011

Direct premiums (gross of reinsurance) 1,075 1,067 4,333Direct operating expense (gross of reinsurance) 238 230 965

Expense ratio 22.2% 21.5% 22.3%

Combined ratio (direct business and gross of reinsurance) - Non-Life sectorQ1 2012 Q1 2011 2011

Loss ratio 71.0% 78.7% 73.2%Expense ratio 22.2% 21.5% 22.3%

Combined ratio 93.1% 100.3% 95.5%

(*) The APE at 31/3/2011 does not take account of BNL Vita's contribution, sold 29/9/2011

The new Life production expressed in APE is a measurement of the volume of business relating to new policies and corresponds to the sum of periodic premiums of new production and one tenth of single premiums. This type of indicator is used to assess business jointly with the Life in-force value and the new business value of the Group. The loss ratio is the principal indicator of the profitability of an insurance company's operations in the Non-Life sector. It is the ratio between the cost of direct claims for the period and direct income for the period. The expense ratio is a percentage indicator for the ratio between operating expense (excluding commissions from indirect insurance business) and direct premiums. The combined ratio is an indicator that measures the balance of Non-Life technical account and is made up of the sum of the loss ratio and the expense ratio.

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Management report Proposed merger with the Premafin/Fondiaria Sai Group The main information on the proposed merger with the Premafin Finanziaria di Partecipazioni-FondiariaSai Group was provided in the consolidated financial statements for 2011 but is repeated below. After checks and further work had been carried out after an initial letter of intent was drawn up on 13 January 2012, on 29 January 2012 Unipol Gruppo Finanziario and Premafin Finanziaria Holding di Partecipazioni S.p.A. ('Premafin') signed an agreement concerning a project to merge the two insurance groups by incorporating Unipol Assicurazioni S.p.A., Milano Assicurazioni S.p.A. and Premafin into Fondiaria SAI S.p.A. ('Fondiaria Sai'). The aim of the project was to rescue Premafin and Fondiaria Sai, whose solvency fell to below the statutory minimum at the end of 2011, as communicated to the market, by strengthening the equity of the two companies and at the same time, thanks to the operational synergies that would result from the merger, create a leading national insurance operator able to compete effectively with the main domestic and European competitors and create value for all the shareholders of the companies involved in the project. Under the proposed merger Premafin would enable Unipol Gruppo Finanziario to pay a maximum of €400m to increase Premafin's share capital in order to provide it and its subsidiary Finadin S.p.A. with the financial resources needed to take part, for the appropriate amounts, in the €1,100m Fondiaria Sai share capital increase resolved by the Company's Board of Directors on 29 January 2012, which was put to the Extraordinary Shareholders' Meeting held on 19 March 2012. The Premafin share capital increase, which will involve Unipol Gruppo Finanziario acquiring control of Premafin and the resulting dilution of the shares held by the current shareholders, will, together with the merger referred to above, constitute an essential element of the restructuring plan that Premafin will draw up, in accordance with and for the purposes of Article 67, para. 3 d) of the Bankruptcy Act, in order to restructure its debt exposure and rebalance its financial position. Unipol Gruppo Finanziario's commitment to underwriting the Premafin share capital increase is subject to several conditions precedent being fulfilled by 20 July 2012, including the required permits for supervisory purposes and the authorisation of the Antitrust Authority being obtained and CONSOB confirming that Unipol Gruppo Finanziario's acquisition of control of Premafin will not put Unipol Gruppo Finanziario under an obligation to make a public offer for the shares of Premafin, Fondiaria Sai and Milano Assicurazioni. All the authorisation procedures have already begun and dialogue with the various Authorities involved continues. Unipol Gruppo Finanziario's commitment is also subject to the condition that by underwriting Premafin's share capital increase, the Company will own more than two thirds of the Premafin share capital with voting rights. These share capital increases will mean that the new group resulting from the merger will have the equity needed to support its development projects and the business initiatives required to put its core insurance business back into a position where it can create value.

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In order to ensure that the Unipol Group has the equity needed for the proposed merger, the Extraordinary Shareholders' Meeting of Unipol Gruppo Finanziario held on 19 March 2012 voted to authorise the Board of Directors, under Article 2443 of the Italian Civil Code, to increase the share capital for payment by a maximum of €1,100m, including any premium, by issuing ordinary and preference shares, to be offered as an option in proportion to the number of shares currently held. On 3 February 2012 Unipol Gruppo Finanziario appointed Mediobanca to promote the underwriting syndicate for its share capital increase under the proposed merger of the Unipol and Fondiaria Sai insurance groups in line with market practices, as Fondiaria had done for its share capital increase. Unipol Gruppo Finanziario and Fondiaria Sai received funds from Barclay's Capital, Crédit Suisse, Deutsche Bank, Mediobanca, Morgan Stanley, Nomura, UBS Investment Bank and UniCredit Corporate & Investment Banking to enable them to act as Joint Global Coordinators and Joint Bookrunners in the consortium underwriting these share capital increases, in line with market practices, once the Proposed Merger had been satisfactorily analysed. Finsoe S.p.A., which automatically has a controlling interest in Unipol Gruppo Finanziario by virtue of a 50.75% investment with voting rights at ordinary shareholders' meetings, has already announced its intention to support the transaction financially by subscribing its portion in full. ___________________________________________________________________________________ Business performance The Unipol Group started the first quarter of 2012 on a positive note in both performance and equity terms thanks to the continuing positive performance of the Non-Life loss ratio and the signs of recovery in the financial markets. Non-Life direct premiums amounted to €1,075m (+0.7% on the first quarter of 2011), €625m of it in MV classes and €450m in non-MV classes. Underwriting policies in the MV TPL class continued to be very selective. Premiums in this class amounted to €546m (+0.5% on the first quarter of 2011). On the other hand at €78m (-6.7%) premiums for Land vehicles – own damage or loss were down as a result of the considerable drop in the number of new cars registered. Linear, which operates direct (telephone/Internet), was particularly active in MV business and continued to grow, with premiums of €55m in the first quarter of 2012, an increase of 14.2%. Non-MV business achieved premiums of €450m (+2.3%) as a result of the significant contribution made by Unisalute (€107m, +11% compared with the first quarter of 2011), which specialises in Health and continued to expand its special business model successfully. Non-MV premiums obtained via the Unipol Assicurazioni agencies remained much the same because of the continuing financial crisis. As for the Non-Life loss ratio, the MV TPL core indicators continued to improve as a result of a further slowdown in claims reported compared with the same period last year and also because of the intensive monitoring work undertaken to protect and further consolidate profitability in core business. The loss ratio in non-MV classes also improved despite there being a greater incidence than in the same period of 2011 in several classes, especially Fire and Miscellaneous Damages, of claims linked to the freezing temperatures and heavy snowfalls that affected several regions of Italy in February, damaging both commercial buildings and private housing.

17

This led to the Group recording a loss ratio for direct business of 71% in the first quarter of 2012 compared with 78.7% in the first quarter of 2011 and 73.2% at the end of 2011. The expense ratio for direct business was 22.2%, higher than the 21.5% in the first quarter of 2011 owing to the greater incidence of variable commissions paid as a result of the improvement in core business and to the increase in operating costs, part of which was due to pay rises for employees. Therefore the Group recorded a combined ratio (direct business) of 93.1% for the quarter, more than 7 points below the 100.3% recorded for the first quarter of 2011 and 2.4 points down on the figure at the end of 2011 (95.5%). The effects of the economic crisis were more obvious in Life business, where the entire market fell an estimated 27% in March 2012.1. Against this background the Group's Life direct premiums amounted to €580m at 31 March 2012, down 9% compared with €637m in the first quarter of 20112. Arca Vita and Arca Vita International had premiums of €156m (down 10.4% on the first quarter of 2011), whilst Unipol Assicurazioni recorded premiums of €423m, 8.4% down on the same period last year. Although these market trends were expected the Group faced up to them proactively by expanding its range of products and doing a lot to support the sales networks. As a result new business in terms of pro quota APE was €57m in the first quarter of 2012 compared with €62m in the first quarter of 2011 (on a like-for-like basis), €47m of it contributed by Unipol Assicurazioni and €10m by the companies in the Arca Group. As for investment management in insurance business, the financial markets made a significant recovery in the first quarter of 2012, particularly in the case of Italian sovereign debt instruments, and this had a positive effect on the Group's financial position. Asset management achieved a gross return through profit or loss of approximately 4.8% during the period. In the continuing atmosphere of uncertainty the Group's investment policies continued to be prudent, the aim being to maintain an appropriate balance between risk and yield and thereby maintain the balance between assets and liabilities to policyholders. In banking business work continued on consolidating sources of income in order to rebalance equity, both by taking part in ECB auctions and marketing bonds to customers. Unipol Banca took part in the ECB LTRO auction in the first quarter of 2012, taking out €600m of loans at low rates, currently 1%, maturing in 2015. As a result of this operation the total amount of LTRO subscribed by Unipol Banca reached €850m. The focus was still on retail and small businesses, Unipol Banca's core market. Thus lending to customers was slightly down at €9.9bn, 1.4% less than on 31 December 2011. The reduction was mainly in the corporate segment whilst core business was slightly up. Despite the continuing economic crisis, which aggravated the deterioration in the credit risk, this type of business was profitable and performed better than in the same quarter last year. It should also be noted that Unipol Merchant's lending business was transferred to Unipol Banca on 1 January 2012 in order to create a single centre for dealing with and monitoring lending. ____________________________________________________________________________________

1 ANIA figures: new individual policies. 2 Figure for the first quarter of 2011 under the new Group structure, i.e. excluding BNL Vita, which was sold during 2011 and had had income of €754m in the first quarter of 2011.

18

The Unipol Group ended the first quarter of 2012 with a consolidated profit of €71m compared with €33m in the same period last year (€38m including BNL Vita's contribution). The positive effects of the upturn in the financial markets during the quarter improved the consolidated solvency ratio, raising it to approximately 1.5 times the regulatory requirements compared with 1.4 times at the end of 2011. Even excluding the (significantly smaller) effects of the ISVAP 'anticrisis' Rulings adopted by the Group at the end of 2011, the consolidated solvency ratio exceeded the regulatory requirements by more than €1bn at 31 March 2012.

19

Salient aspects of business operations The consolidated Interim Management Report for the quarter ended 31 March 2012 closed with a profit of €71m (€38m for the three months ended 31/3/2011, €5m of it attributable to BNL Vita, which was sold on 29/9/2011). Explanation of the variations − The percentage variation in income statement figures relates to the comparison with figures for the

three months ended 31 March 2011. − The percentage variation in statement of financial position figures relates to the comparison with

figures as at 31 December 2011. − On a like-for-like basis variations in the main income statement figures compared with the

corresponding figures for last year exclude BNL Vita's figures from the amounts for the three months ended 31 March 2011.

Amongst the most important aspects that characterised Group performance the following are worthy of note: • direct insurance premiums, gross of outwards reinsurance, were €1,654m (€2,458m at

31/3/2011, -32.7%, or -2.9% on a like-for-like basis), €24m of which related to Life investment products (€66m at 31/3/2011). Non-Life direct premiums amounted to €1,075m (+0.7%) and Life €580m (-58.3%, or -9% on a like-for-like basis);

• premiums earned, net of outwards reinsurance, amounted to €1,580m (-33.1%, or -1.8% on a like-for-like basis), €1,032m of which was from Non-Life business (€1,047m at 31/3/2011, -1.4%) and €548m from Life business (€1,317m at 31/3/2011, -58.4%, or -2.6% on a like-for-like basis);

• bank customer deposits amounted to €9,579m (€9,583m at 31/12/2011);

• net charges relating to claims, net of outwards reinsurance, amounted to €1,404m, €741m of which was from Non-Life business (€839m at 31/3/2011, -11.6%) and €662m from Life business (€1,440m at 31/3/2011, -54%, or +3.2% on a like-for-like basis), and included €80m of net income on financial assets and liabilities at fair value (-€11m at 31/3/2011);

• the net loss ratio in Non-Life direct business was 71% (78.7% at 31/3/2011 and 73.2% at 31/12/2011);

• operating expense, net of commissions received from reinsurers, amounted to €342m (€335m at 31/3/2011, +2.1%, or +4.1% on a like-for-like basis); in Non-Life business they amounted to €239m (€233m at 31/3/2011, +2.4%) and in Life business €29m (€34m at 31/3/2011, -16.5%, or +2.5% on a like-for-like basis);

• investments and cash and cash equivalents totalled €35,784m (€34,167m at 31/12/2011);

• technical provisions and financial liabilities amounted to €35,449m. The corresponding value at 31 December 2011 was €34,868m;

• net income on investments and financial income from financial assets and liabilities (excluding net income from financial assets and liabilities at fair value) amounted to €270m (€338m at 31/3/2011, -20.3%, or +1.4% on a like-for-like basis). Impairment losses on equity instruments amounted to €6m at 31 March 2012 (€4m at 31/3/2011);

20

• the pre-tax profit totalled €119m (€72m for the three months ended 31/3/2011). Net of €47m of tax for the period and the €2m attributable to non-controlling interests, the profit attributable to the owners of the parent for three months ended 31 March 2012 was €69m (profit of €29m for the three months ended 31/3/2011, with BNL Vita's contribution being negligible);

• consolidated comprehensive income came to €505m (€106m for the three months ended 31/3/2011) because of the rise of €435m in the provision for gains and losses on available-for-sale financial assets, which was due to the positive performances in the financial markets during the quarter and in particular to the recovery of the prices of Italian government securities.

Below is a summary of the consolidated income statement for the three months ended 31 March 2012, broken down by business segment: insurance (Non-Life and Life), banking and holding and services compared with the figures for the three months ended 31 March 2011.

21

Va

lori in

Milio

ni di

Euro

Amou

nts in

€mQ1

201

2Q1

201

1%

var

.Q1

201

2Q1

201

1%

var

.Q1

201

2Q1

201

1%

var

.Q1

201

2Q1

201

1%

var

.Q1

201

2Q1

201

1%

var

.Q1

201

2Q1

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1Q1

201

2Q1

201

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var

.

Net p

remium

s1,0

321,0

47-1.

454

81,3

17-58

.41,5

802,3

64-33

.10

00.0

00

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3-33

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5.1Fin

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e (ex

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618.1

166

244

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232

305

-24.0

4841

15.9

-9-2

320.6

-2-7

270

338

-20.3

Net in

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t inco

me/(e

xpen

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4743

7.713

519

2-29

.618

223

6-22

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52-10

.6-7

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6.716

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61-52

.725

373

4.82

2-33

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ins an

d los

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21

115.6

14-2

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17-1

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.9-23

-1374

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7.70

0-7

-15-52

.1Ne

t cha

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-741

-839

-11.6

-662

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00

0.00

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-233

2.4-29

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7-26

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-68-65

3.7-19

-189.6

1215

-342

-335

2.1Co

mmiss

ions a

nd ot

her a

cquis

ition c

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-197

-191

3.6-14

-18-21

.0-21

1-20

81.5

00

0.00

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13

-211

-205

2.6Ot

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-41-42

-2.9

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-11.6

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1112

-132

-130

1.4Ot

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come

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-10-22

-56.8

-4-17

-77.7

-13-39

-66.0

11

26.6

73

106.5

-6-7

-11-42

-73.0

Pre-t

ax p

rofit

/(los

s)10

815

636.6

2273

-70.0

130

8749

.110

747

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.6-1

-611

972

65.8

Incom

e tax

-47-33

41.6

Cons

olid

ated

prof

it (lo

ss)

7138

87.0

Profi

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ributa

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the o

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of th

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loss)

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29

76.2

Hold

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Serv

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NON-

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22

Insurance business Premiums and investment products Total premiums (direct and indirect premiums and investment products) for the three months ended 31 March 2012 amounted to €1,669m, a decrease of 32.5% compared with the three months ended 31 March 2011 (-2.9% on a like-for-like basis). Life business was 58.3% down, mainly owing to the bancassurance company BNL Vita, which was sold on 29 September 2011, no longer being included in the scope of consolidation whereas it had contributed €754m at 31 March 2011. Comparison on a like-for-like basis reduces the decrease to 9%. Non-Life business rose 0.6%. Direct premiums amounted to €1,654m (-32.7% compared with for the three months ended 31/3/2011, -2.9% on a like-for-like basis), €1,075m of it in Non-Life business (+0.7%) and €580m in Life business (-58.3%, or -9% on a like-for-like basis). Indirect premiums amounted to €15m (-4.2%), €14m in Non-Life business (-2.5%) and €1m in Life business (-28.4%).

Amounts in €m Q1 2012 % comp. Q1 2011 % comp. % var.

Non-Life direct premiums 1,075 1,067 0.7Non-Life indirect premiums 14 14 -2.5Total Non-Life premiums 1,089 65.2 1,082 43.7 0.6Life direct premiums 556 1,325 -58.1Life indirect premiums 1 1 -28.4Total Life premiums 556 33.3 1,326 53.6 -58.0Total Life investment products 24 1.4 66 2.7 -63.4Total Life business premiums 580 34.8 1,392 56.3 -58.3

Total premiums 1,669 100.0 2,474 100.0 -32.5

Consolidated premiums

In compliance with the requirements of IFRS 4 (presence of a significant insurance risk) all the Non-Life income of the companies in the Group was classified as insurance premiums. As regards Life business, investment products at 31 March 2012 worth €24m, related to Class III (unit- and index-linked policies) and Class VI (pension funds). Almost all premiums were for insurance contracts subscribed in Italy whilst €17m of investment products were for agreements subscribed abroad by the subsidiary Arca Vita International. Life Business Life business premiums, direct and indirect, totalled €580m, a decrease of 58.3% compared with the three months ended 31 March 2011, mainly owing to the bancassurance company BNL Vita no longer being

23

included in the scope of consolidation whereas it had contributed €754m for the three months ended 31 March 2011 (-9% on a like-for-like basis). Direct premiums, which accounted for almost all of the income, were broken down as follows: Life direct premiums

Amounts in €m Q1 2012 % comp. Q1 2011 % comp. % var.

PremiumsI - Whole and term life insurance 359 64.6 1,014 76.5 -64.6III - Unit-linked/index-linked policies 0 0.0 96 7.2 -99.9V - Capitalisation insurance 47 8.5 89 6.7 -46.5VI - Pension funds 149 26.8 127 9.6 17.6Total Life business premiums 556 100.0 1,325 100.0 -58.1Investment productsIII - Unit-linked/index-linked policies 20 83.4 61 93.5 -67.3VI - Pension funds 4 16.6 4 6.5 -6.4Total Life investment products 24 100.0 66 100.0 -63.4Total premiumsI - Whole and term life insurance 359 62.0 1,014 72.9 -64.6III - Unit-linked/index-linked policies 20 3.5 157 11.3 -87.2V - Capitalisation insurance 47 8.2 89 6.4 -46.5VI - Pension funds 153 26.4 131 9.4 16.8Total Life business direct premiums 580 100.0 1,391 100.0 -58.3 New business in terms of APE, net of non-controlling interests, amounted to €57m at 31 March 2011 (-8.8% on a like-for-like basis if BNL Vita's contribution is not taken into account). The contribution to the consolidated figures by Unipol Assicurazioni was €47m (-8%), with the amount for the Arca Group being €10m (-12.1%) and a lesser contribution by Linear Life. In the occupational pension funds sector Unipol Gruppo Finanziario, via Unipol Assicurazioni, continued to top the national ranking on the basis of both number of mandates and total funds managed. At 31 March 2012 Unipol Assicurazioni had a total of 25 occupational pension fund mandates (14 of them for accounts 'with guaranteed capital sum and/or minimum return'). The Company had only 24 mandates at 31 December 2011 but in February 2012 it began to manage the funds of the Istituto dell’Assegno Vitalizio della Valle d’Aosta with an initial level of some €42m. Resources under management totalled €2,960m at the end of March (€1,752m with guaranteed capital). Funds managed at 31 December 2011 had amounted to €2,690m (€1,557m with guaranteed capital). In open-ended pension funds business the Unipol Futuro, Unipol Previdenza, Unipol Insieme and Aurora Previdenza funds had a total of €297m and 22,193 members by 31 March 2012 (€271m and 22,178 members at 31/12/2011). ____________________________________________________________________________________ The traditional composite company Unipol Assicurazioni achieved Life direct premiums of €423m, a decrease of 8.4%, and breakdown by business line is shown in the following table:

24

Unipol Assicurazioni - Life direct premiumsAmounts in €m Q1 2012 Q1 2011 % var. % comp.

I Whole and term life insurance 223 255 -12.6 52.6III Unit-linked/index-linked policies 0 1 -15.5 0.1V Capitalisation insurance 47 76 -38.0 11.2VI Pension funds 153 131 17.1 36.1

- of which investment products 4 4Total Life business 423 462 -8.4 100.0

- of which investment products 4 5 -7.6 The Arca Group Life companies (Arca Vita and Arca Vita International) had direct premiums of €156m for the three months ended 31 March 2012, 10.4% less than at 31 December 2011. The breakdown by business line is set out in the following table: Arca Group - Life direct premiums

Amounts in €m Q1 2012 Q1 2011 % var. % comp.

I Whole and term life insurance 136 107 27.6 87.3III Unit-linked/index-linked policies 20 61 -67.6 12.6

- of which investment products 20 61V Capitalisation insurance 0 6 -99.8 0.0

Total Life business 156 174 -10.4 100.0- of which investment products 20 61 -67.7

The income of the Life direct company Linear Life (which sells Life policies online) for the three months ended 31 March 2012 was not particularly significant. Non-Life Business Total premiums (direct and indirect) in the Non-Life portfolio amounted to €1,089m for the three months ended 31 March 2012 (0.6% compared with for the three months ended 31/3/2011). Direct business premiums alone amounted to €1,075m (+0.7%). Indirect business premiums amounted to €14m (-2.5%). The breakdown of direct business relating to the main business lines compared with 31 March 2011 is set out in the following table:

25

Non-Life direct premiumsAmounts in €m Q1 2012 % comp. Q1 2011 % comp. % var.

Motor vehicles - TPL and sea, lake and river (classes 10 and 12) 546 544 0.5Motor vehicles - Property damage (class 3) 78 84 -6.7Total premiums - Motor vehicles 625 58.1 628 58.8 -0.5Accident and Health (classes 1 and 2) 229 219 4.8Fire and Miscellaneous damages (classes 8 and 9) 97 92 5.7General third-party liability (class 13) 78 78 0.1Other classes 45 51 -11.2Total premiums - Non-Motor vehicles 450 41.9 440 41.2 2.3Total Non-Life premiums 1,075 100.0 1,067 100.0 0.7

21.3%

58.1%

9.0%

7.3%4.2%

% breakdown of Non-Life direct business premiums

Accident and Health

Motor Vehicles TPL

Fire/Miscellaneous Damages

General Third-Party Liability

Other Classes

Direct premiums for the composite company Unipol Assicurazioni amounted to €883m (+0.6%).

Amounts in €m Q1 2012 % comp. Q1 2011 % comp. % var.

Motor vehicles - TPL and sea, lake and river (classes 10 and 12) 487 480 1.3Motor vehicles - Property damage (class 3) 71 74 -3.6Total premiums - Motor vehicles 558 63.2 554 63.2 0.7Accident and Health (classes 1 and 2) 115 115 0.3Fire and Miscellaneous damages (classes 8 and 9) 94 87 7.2General third-party liability (class 13) 76 76 0.5Other classes 40 45 -11.1Total premiums - Non-Motor vehicles 325 36.8 323 36.8 0.6Total Non-Life premiums 883 100.0 878 100.0 0.6

Unipol Assicurazioni - Non-Life direct premiums

26

The Non-Life companies in the Arca Group (Arca Assicurazioni and ISI Insurance) had direct premiums of €30m for the three months ended 31 March 2012, 34.8% less than for the three months ended 31 March 2011. The decrease was due both to the reorganisation of the sales channels in previous years (divestment of agencies of the subsidiary Arca Assicurazioni) and to measures to rebalance the MV TPL portfolio. Agency business was down 91.9% during the period whilst bank business was up 4.3%.

Amounts in €m Q1 2012 % comp. Q1 2011 % comp. % var.

Motor vehicles - TPL and sea, lake and river (classes 10 and 12) 14 24 -41.6Motor vehicles - Property damage (class 3) 2 5 -59.8Total premiums - Motor vehicles 16 54.1 29 63.8 -44.7Accident and Health (classes 1 and 2) 5 6 -8.1Fire and Miscellaneous damages (classes 8 and 9) 4 4 -22.1General third-party liability (class 13) 2 2 -16.8Other classes 3 4 -25.2Total premiums - Non-Motor vehicles 14 45.9 16 36.2 -17.3Total Non-Life premiums 30 100.0 46 100.0 -34.8

Arca Group - Non-Life direct premiums

The specialist companies (Linear and Unisalute) recorded direct premiums of €162m for the three months ended 31 March 2012 (+12.1%). Linear achieved direct premiums of €55m, 14.2% more than for the three months ended 31 March 2011. Unisalute achieved direct premiums of €107m, 11% more than for the three months ended 31 March 2011. Reinsurance Inwards reinsurance

Amounts in €m Q1 2012 % comp. Q1 2011 % comp. % var.

Non-Life premiums 14 94.9 14 93.2 -2.5Life premiums 1 5.1 1 6.8 -28.4Total inwards reinsurance 15 100.0 15 100.0 -4.2 Outwards reinsurance

Amounts in €m Q1 2012 % comp. Q1 2011 % comp. % var.

Non-Life premiums 39 82.9 32 77.0 21.2retention index - Non-Life business (%) 96.4% 97.0%

Life premiums 8 17.1 10 23.0 -16.6retention index - Life business (%) 98.6% 99.3%

Total outwards reinsurance 47 100.0 42 100.0 12.5overall retention index (%) 97.1% 98.3%

The retention index is the ratio between premiums retained (total direct and indirect premiums net of outwards reinsurance and total direct and indirect premiums. Investment products are excluded from the calculation.

27

Non-Life and Life reinsurance strategies for 2012 are in line with those for last year. Performance of the insurance business The Group's insurance business ended the period with a total pre-tax profit of €130m (€87m for the three months ended 31/3/2011), €22m from Life business (€73m for the three months ended 31/3/2011, €10m of which from BNL Vita) and €108m from Non-Life business (€15m for the three months ended 31/3/2011). As regards the Non-Life result for the first quarter, the policies implemented in order to restructure the portfolio continued to be effective, enabling the negative effects of the losses caused by the heavy snow that particularly struck the property sector (Fire and Miscellaneous Damages) to be absorbed. The loss ratio for Non-Life direct business (i.e. the incidence of charges relating to claims for direct business on the corresponding premiums) was 71% (78.7% for the three months ended 31/3/2011 and 73.2% for the three months ended 31/12/2011).

Q1 2012 Q1 2011 var.%Motor vehicles - Property damage (class 3) 33,972 23,946 41.9Accident (class 1) 27,971 30,953 -9.6Health (class 2) 542,300 414,819 30.7Fire and Miscellaneous damages (classes 8 and 9) 31,260 25,959 20.4General third-party liability (class 13) 16,651 17,961 -7.3Other classes 41,902 58,590 -28.5Total 694,056 572,228 21.3

Total, net of Health class 151,756 157,409 -3.6

Number of claims reported (excluding General Third-Party Liability)

The Health class (+30.7%) was affected by the continuous expansion of Unisalute's policy portfolio, whilst the huge increase in the number of claims reported in Class III (Other types of MV insurance) was attributable to 'windscreens', previously classified as Monetary losses, being transferred to this class. In the MV TPL class, to which the Direct Indemnity Agreement ('CARD') applies, 85,901 'at fault' claims (non-CARD plus debtor CARD claims) were reported in the first quarter of 2012, a drop of 12.6% compared with the same period last year. 69,729 of the claims came under the Direct Indemnity Agreement (debtor CARD claims) and accounted for 81.2% of the total (debtor CARD + non-CARD). 71,623 handler CARD claims were reported, a drop of 15%. The settlement rate for the latter was 47.5%, an increase of 4 points compared with 2011.

28

Life and Non-Life operating expense (acquisition and renewal commissions and other acquisition, investment management and administrative expenses) net of commissions received from reinsurers totalled €343m for the three months ended 31 March 2012 (+2.2%, or +2.5% on a like-for-like basis). The expense ratio for Non-Life direct business, that is the ratio of operating expense including commissions received from reinsurers and investment management expenses to direct premiums, was 22.2% (21.5% for the three months ended 31/3/2011). The combined ratio, based on direct business, was 93.1% for the three months ended 31 March 2012 (100.3% for the three months ended 31/3/2011 and 95.5% for the three months ended 31/12/2011). The indicator is derived from the sum of the loss ratio (71%) and expense ratio (22.2%).

29

Banking business The partial demerger of the lending business, which involved Unipol Merchant and Unipol Banca, took effect for accounting and legal purposes on 1 January 2012. The operation was part of the work of reorganising lending within the Banking Group in order to improve the efficiency of the lending procedure by centralising all Unipol Merchant's lending (granting and monitoring) in Unipol Banca, thus streamlining the management and overall monitoring of lending at Banking Group level. Banca d’Italia began an inspection of Unipol Banca during January 2012 in order to ensure that the appropriate measures had been taken to rectify the deficiencies encountered in the previous inspection, in 2008 (follow up). The outcome of this inspection, which was completed on 20 April 2012, is expected in the next few months. A new organisational and marketing unit was set up within Unipol Banca to deal with 'Cooperatives' as from 2012. This new structure is responsible for managing and developing existing relationships with this type of client, which traditionally are customers of the Bank and are characterised by a lower level of average risk than other market segments, and offering them a higher level of service than our competitors. Once the voluntary liquidation procedure was completed, the subsidiary UGF Private Equity SGR was deleted from the Bologna Companies' Register on 3 February 2012. Direct customer deposits were practically the same as at 31 December 2011 (€9,579m compared with €9,583m as at 31/12/2011). There was an increase of 46.8% in deposits from banks compared with 31 December 2011 as a result of Unipol Banca taking part in the ECB LTRO auction, with the bank taking out €600m of loans at the low rate of 1%, maturing in 2015. As a result of this operation Unipol Banca had €850m of LTRO loans at 31 March 2012. Indirect customer deposits were up 7.4% compared with 31 December 2011, reaching €20,061m. Growth was in assets under management (+8.3%) whilst funds under administration fell slightly (-0.6%). The growth in assets under management related to both Unipol Group funds (+9.2%, 91.8% of the total) and retail customers' funds (+7.8%), whilst corporate clients' funds were down 9.3%. Lending to customers fell approximately €145m (-1.4%) to €9,881m, whilst receivables from banks amounted to €514m compared with €376m at the end of 2011 (+36.6%). The first quarter of 2012 ended with a net pre-tax profit of €10m for the banking business (€7m for the three months ended 31/3/2011), most of it attributable to Unipol Banca. The following table shows the principal items in the income statement for banking business, set out in accordance with the layout specified for banks

30

Banking businessAmounts in €m 31/3/2012 31/3/2011 % var.

Net interest income 48 53 -10.3Net commission income 29 30 -4.0Other net financial income 24 2 1292.3Total income 100 84 18.2Net impairment losses on financial assets -23 -13 75.5Net financial income 77 71 7.6Operating expenses 66 64 3.3

Cost/income 66.0% 76.1% -13.3

Pre-tax profit (loss) for the period 10 7 47.2 Total income was €100m, up 18.2% mainly because of the increase in Other net investment income, most of it attributable to the repurchase of several financial liabilities, which generated gains of €21m. Operating expense amounted to €66m compared with €64m for the three months ended 31 March 2011. The cost/income ratio improved significantly, falling from 76.1% in the first quarter of 2011 to 66%. Analysis of the loan and securities portfolio led to the recognition of impairment losses of €23m for the three months ended 31 March 2012 (€13m for the three months ended 31/3/2011).

31

Holding and Services business Holding and Services business consisted of the parent Unipol and the subsidiary Ambra Property (hotels). The pre-tax result in Holding and Services business for the three months ended 31 March 2012 was a loss of €20m (a loss of €17m as at and for the three months ended 31/3/2011). The figures that were the major feature of business performance during the quarter were as follows: - income of €3m for the provision of services to Group companies (the same for the three months

ended 31/3/2011); - €7m of other revenue and income (€5m at 31/12/2011), €3m of it for staff seconded to Group

companies (the same for the three months ended 31/3/2011); - €23m of personnel expense, other operating expenses and other costs for holding business (€23m for

the three months ended 31/3/2011). These costs included €2m set aside for the proposed merger with the Premafin/Fondiaria-SAI Group, which is now underway;

- €4m of net gains on financial assets (€11m for the three months ended 31/3/2011); - €13m of interest payable and other expense on financial liabilities (the same for the three months

ended 31/3/2011). Investments and cash and cash equivalents in Holding and Services business (including €49m of owner-occupied property belonging to Ambra Property) amounted to €5,336m at 31 March 2012 (€5,391m at 31/12/2011), €4,650m of it investments in subsidiaries, the same as at 31 December 2011. Financial liabilities amounted to €1,228m (€1,258m at 31/12/2011), €929m of it accounted for by the two senior bond loans issued by Unipol with nominal values of €175m and €750m. This item also included €298m of other financial liabilities (unchanged since 31/12/2011), €270m of it loans with the subsidiary Unipol Assicurazioni, repayable on demand and remunerated at the three-month Euribor rate plus 100 basis points, and €28m of amounts owed by Ambra Property to Unipol Banca. Intersegment eliminations Intersegment eliminations related to the derecognition of income and expense between Group companies belonging to different segments. The pre-tax balance was negative to the tune of €1m (-€6m for the three months ended 31/3/2011).

32

Investment management Investments and cash and cash equivalents Transactions carried out in the first quarter of 2012 Medium- to long-term term investment policies implemented during the first quarter were based on the official guidelines of general prudence and preservation of the quality of assets. A feature of investment activity was the retention of a high standard of portfolio quality by using different issuers and ensuring that they were financially sound, with particular attention being paid to the level of liquidity of the assets selected. The focus was on the bond sector and within it Italian government bonds were favoured as a medium- to long-term investment. In Life business high yields on Italian government bonds enabled the guaranteed minimum rates to be amply covered in line with the maturity dates of the liabilities and the profitability targets laid down in the Business Plan. Exposure to Spain was reduced during January and replaced with Italian government bonds. The rate-risk hedges in derivatives in Life business, which were set up in 2010 and reviewed last year, were overhauled to bring them more in line with how liabilities were performing. Operations in the non-government component of the bond portfolio focused on the financial sector and short maturity dates. The Covered Bond element of the portfolio fell slightly as a result of the general reduction in the 'Spain risk' that was typical of operations carried out at the beginning of 2012. Investments in shares were slightly up overall and mainly in securities that were very likely to be undervalued and quite profitable. As a precaution, investment activity went hand in hand with buying protection for securities belonging to the banking sector with a nominal value of approximately €70m at a cost of approximately €6.5m, expiring in December 2012. Almost all the share securities in the portfolio were represented in the Eurostoxx 50 index. Exchange-rate operations were carried out for the sole purpose of hedging the currency risk of existing share and bond items. The Non-Life duration was 2.76 in the Group consolidated insurance portfolio and it rose to 3.78 from 3.12 in the last quarter of 2011 in the Life business and to 1.36 in the Holding company. The overall duration was 3.39. There were no significant variations in the number of bonds in the portfolios. The fixed-rate and floating-rate components of the bond portfolio remained stable at 68% and 32% respectively. The government component accounted for approximately 57% of the bond portfolio whilst the corporate component accounted for the remaining 43% and was split into 41% financial and 2% industrial credit.

33

7% of securities in the portfolio were rated between AAA and AA- and 22% were rated A. Exposure to securities rated lower than A was 71% because Italian government bonds, which made up 47% of the total portfolio, were downgraded. In order to manage assets prudently the Group maintained a good level of liquidity in its insurance portfolio of approximately €1.14bn at 31 March 2012, most of it deposited with the Group's bank. Greek government bonds On 31 December 2011 the Unipol Group had owned a nominal €60m of Greek government bonds classified as Available-for-sale financial assets, with a market value of €17.4m, and had an AFS provision that was negative to the tune of €1.5m. On 9 March 2012, with effect from 12 March, Greece carried out a security exchange operation in order to reduce the amount of its public debt, which state finances could no longer sustain. New securities were issued to replace old Greek government bonds. A total of 24 new securities were issued and were the same for all participants in the exchange operation irrespective of what securities had originally been owned, 21 of them issued by Greece itself and 3 by the European Financial Stability Fund (EFSF). The Greek securities mature on various dates between 2023 and 2042 whilst the securities issued by the EFSF mature between 6 months and 2 years. The new securities received under the exchange, some of which were issued by Greece (classified as Financial assets held for trading) and some by the EFSF (classified as AFS), have a total nominal value of approximately €31m, their value at the time of issue being approximately €16m. This exchange led to approximately €5m of losses being recorded in the income statement for the three months ended 31 March 2012. In addition as a result of the market price movements recorded on 31 March the Greek securities suffered a further loss through profit or loss of approximately €1m whilst the EFSF securities were more or less in line with their initial carrying amounts. _________________________________________________________________________________ The level of Group investments and cash and cash equivalents totalled €35,784m at 31 March 2012, an increase of €1,617m compared with 31 December 2011. The breakdown according to type of business was as follows: Investments and cash and cash equivalents according to type of business

Amounts in €m 31/03/2012 % comp. 31/12/2011 % comp. % var.Insurance 25,615 71.6 24,257 71.0 5.6Banking 11,838 33.1 11,264 33.0 5.1Holding and Serv ices 5,336 14.9 5,391 15.8 -1.0Intersegment eliminations -7,005 -19.6 -6,744 -19.7 3.9Total investments and cash and cash equivalents 35,784 100.0 34,167 100.0 4.7 The subdivision by category of investment was as follows:

34

Investments and cash and cash equivalentsAmounts in €m 31/3/2012 % comp. 31/12/2011 % comp. % var.

Property (*) 1,072 3.0 1,060 3.1 1.1Investments in subsidiaries and associates and interests in joint ventures 50 0.1 42 0.1 18.9Held-to-maturity investments 2,411 6.7 1,689 4.9 42.8Loans and receivables 15,328 42.8 15,250 44.6 0.5

Debt instrumetns 4,825 13.5 4,754 13.9 1.5Loans and receivables from bank customers 9,778 27.3 9,924 29.0 -1.5Interbank loans and receivables 474 1.3 325 1.0 46.0Deposits held at ceding companies 16 0.0 18 0.1 -8.9Other loans and receivables 234 0.7 229 0.7 2.4

Available-for-sale financial assets 12,645 35.3 11,985 35.1 5.5Financial assets at fair value through profit or loss 4,112 11.5 3,900 11.4 5.4

held for trading 539 1.5 451 1.3 19.6at fair value through profit or loss 3,573 10.0 3,450 10.1 3.6

Cash and cash equivalents 165 0.5 240 0.7 -31.0Total investments and cash and cash equivalents 35,784 100.0 34,167 100.0 4.7 (*) including owner-occupied property and property for sale (IFRS 5) The increase in Property was mainly due to the purchase of a property in Forlì for €9m. Investments in subsidiaries and associates and interests in joint ventures rose as a result of the purchase of two insurance brokerage and agency companies, Assicoop Romagna Futura (50%) and Assicoop Emilia Nord (50%) for €9m. Investments held to maturity rose as a result of investment, mainly by the banking sector, in Italian government bonds.

35

Net gains on investments and net financial income Details of net gains and charges on investments and net financial income and expense are set out in the following table: Net gains on investments

Amounts in €m 31/3/2012 % comp. 31/3/2011 % comp. % var.

Investment property 1 0.3 1 0.4 -37.1Gains (losses) on investments in subsidiaries and associates and interests in joint ven 0 0.1 -4 -1.1 -109.6Net gains on held-to-maturity investments 21 6.5 21 5.2 2.8Net gains on loans and receivables 133 40.6 130 32.5 2.6Net gains on available-for-sale financial assets 149 45.3 207 51.9 -28.3Net gains on financial assets held for trading 23 7.1 44 11.0 -47.2Balance on cash and cash equivalents 0 0.1 0 0.1 -35.6Total gains on financial assets, cash and cash equivalents 328 100.0 399 100.0 -17.9Net losses on financial liabilities held for trading 0 1 -78.0Net losses on other financial liabilities -59 -62 -5.5Total net losses on financial liabilities -58 -61 -4.5

Total net gains (excluding instruments at fair value) 270 338 -20.3Net gains (losses) on financial assets at fair value 159 -5Net losses on financial liabilities at fair value -79 -6Total net gains (losses) on financial instruments at fair value 80 -11 -833.8Total net gains on investments and net financial income 350 327 6.8 €6m of impairment losses on share securities classified as Available-for-sale assets were recorded through profit or loss at 31 March 2012 (€4m at 31/3/2011). The fall in Net gains on financial assets and cash and cash equivalents (-17.9%) was due to the change in the consolidation scope following the sale of BNL Vita. On a like-for-like basis the variation was +0.2%. Net losses on other financial liabilities included €21m of gains realised by Unipol Banca on the repurchase of its own financial liabilities.

36

Equity Equity attributable to the owners of the Parent, including the result for the period, amounted to €3,560m at 31 March 2012 (€3,078m at 31/12/2011). The increase was due to: • an increase of €413m owing to higher net gains on available-for-sale financial assets, from -€1,091m

at 31 December 2011 to -€678m at 31 March 2012; • a decrease of €1m owing to a decrease in the reserve for Other gains or losses on cash-flow hedges,

directly recognised in equity; • an increase of €69m owing to the profit for the three months ended 31 March 2012 attributable to the

owners of the parent. Equity attributable to non-controlling interests amounted to €151m (€126m at 31/12/2011). The increase was mainly due to the increase in the reserve for gains and losses on available-for-sale financial assets (+€22m). The variation in share capital as a result of the resolution passed by the Extraordinary Meeting of Unipol’s Shareholders held on 19 March 2012 relating to the grouping of the ordinary and preference shares, at a ratio of 1 new ordinary share per 100 ordinary shares owned and 1 new preference share per 100 preference shares owned, subject to the cancellation of 6 ordinary shares and 10 preference shares in order to allow the whole transaction to be balanced, along with the corresponding reduction in share capital, was entered in the Bologna Companies' Register on 27 March 2012. Further details of the transaction are given in the Notes to the financial statements. The Parent's share capital amounted to €2,699,066,917.47 at 31 March 2012 and was made up of 34,165,404 shares, 21,142,571 of them ordinary and 13,022,833 preference shares. 634,236,765 Unipol 2010-2013 ordinary share warrants and 390,660,132 Unipol 2010-2013 preference share warrants were outstanding. There were no treasury shares in the portfolio at 31 March 2012, Arca Vita having sold its 300,000 Unipol preference shares during the quarter. No other treasury shares had been purchased or sold at 31 March 2012.

37

Technical provisions and financial liabilities

Technical provisions and financial liabilitiesAmounts in €m 31/3/2012 31/12/2011 % var.

Non-Life technical prov isions 7,399 7,372 0.4Life technical prov isions 15,057 14,667 2.7Total technical provisions 22,456 22,039 1.9Financial liabilities at fair value 1,466 1,458 0.6

Investment contracts - insurance companies 1,136 1,134 0.1Other 330 324 2.0

Other financial liabilities 11,527 11,370 1.4Investment contracts - insurance companies 31 31 -0.5Subordinated loans 1,555 1,546 0.6Payables to banking customers 5,467 5,772 -5.3Interbank payables 1,468 1,000 46.8Other 3,006 3,022 -0.5

Total financial liabilities 12,993 12,829 1.3Total 35,449 34,868 1.7

Under Other financial liabilities the item Other included €1,948m of debt instruments issued by Unipol Banca, €386m of it securitised notes (€1,917m at 31/12/2011, €455m of it securitised notes), as well as two senior bond loans issued by the Parent Unipol, totalling €929m.

Transactions with related parties As regards the information referred to in CONSOB Ruling 17221 of 12 March 2010, no transactions with related parties 'of major relevance' took place during the first quarter of 2012 and neither did any transactions that, according to Article 2427, para. 2, of the Civil Code, had any significant effect on Unipol's financial position and results. The 'Procedure for carrying out transactions with related parties' is published in the Corporate Governance section of Unipol's website (www.unipol.it). The information required by IAS 24 is contained in paragraph 4.3 of the Notes to the financial statements – Transactions with related parties.

38

Subsequent events and business outlook As regards the Group's performance in insurance business, in April Non-Life premiums continued to be in line with the same period last year. Still in this type of business, the loss ratio performed well in April in both MV business, where the slowdown in claims reported continued, and in non-MV business, where the weather had caused no major losses, though it had affected several classes in February. The ongoing economic crisis affected Life business, where turnover continued to fall, though this was the case throughout the market, and banking business, where activity was still focused on core business and on strengthening sources of funding. As regards asset management, the fall in the financial markets in April was felt the hardest by the countries most exposed to the sovereign debt crisis but it also had a negative effect on the major stock markets. Nevertheless the Group's solvency ratio continued to be very positive and better than at the end of 2011. The Group continues to work hard to ensure that the 2012 budget objectives are achieved. Bologna, 10 May 2012

The Board of Directors (signed on the original)

39

Condensed interim consolidated financial statements as at and for the three months ended 31 March 2012

Condensed interim consolidated financial statements: • Statement of financial position

• Income statement and statement of comprehensive income

• Statement of changes in equity

• Statement of cash flows

Consolidated statement of financial position - AssetsValori in Milioni di Euro

31/3/2012 31/12/2011

1 INTANGIBLE ASSETS 1,637.6 1,641.01.1 Goodwill 1,522.5 1,522.51.2 Other intangible assets 115.1 118.5

2 PROPERTY, PLANT AND EQUIPMENT 815.2 804.12.1 Property 757.8 746.02.2 Other property , plant and equipment 57.4 58.2

3 TECHNICAL PROVISIONS - REINSURERS' SHARE 412.6 396.04 INVESTMENTS 34,855.7 33,181.1

4.1 Investment property 309.3 314.24.2 Investments in subsidiaries and associates and interests in joint ventures 50.3 42.34.3 Held-to-maturity investments 2,411.1 1,689.04.4 Loans and receivables 15,328.0 15,250.34.5 Available-for-sale financial assets 12,644.8 11,985.14.6 Financial assets at fair value through profit or loss 4,112.3 3,900.3

5 SUNDRY RECEIVABLES 1,442.5 1,761.55.1 Receivables relating to direct insurance business 582.5 820.65.2 Receivables relating to reinsurance business 52.1 57.95.3 Other receivables 807.8 883.0

6 OTHER ASSETS 1,438.4 1,554.36.1 Non-current assets or assets of a disposal group held for sale 5.2 0.06.2 Deferred acquisition costs 18.1 18.86.3 Deferred tax assets 1,062.0 1,230.06.4 Current tax assets 20.3 27.36.5 Other assets 332.7 278.2

7 CASH AND CASH EQUIVALENTS 165.4 239.7TOTAL ASSETS 40,767.5 39,577.8

Amounts in €m

44

Consolidated statement of financial position - Equity and liabilities

31/3/2012 31/12/2011

1 EQUITY 3,710.8 3,204.51.1 attributable to the owners of the Parent 3,560.2 3,078.31.1.1 Share capital 2,699.1 2,699.11.1.2 Other equity instruments 0.0 0.01.1.3 Equity-related reserves 1,506.3 1,506.31.1.4 Income-related and other reserves -17.1 91.01.1.5 (Treasury shares) 0.0 -0.21.1.6 Translation reserve 0.0 0.01.1.7 Gains or losses on available-for-sale financial assets -678.0 -1,090.91.1.8 Other gains or losses recognised directly in equity -19.4 -18.61.1.9 Profit (loss) for the period/year attributable to the owners of the Parent 69.3 -108.41.2 attributable to non-controlling interests 150.6 126.21.2.1 Share capital and reserves attributable to non-controlling interests 154.8 140.01.2.2 Gains or losses recognised directly in equity -6.4 -28.31.2.3 Profit (loss) for the period/year attributable to non-controlling interests 2.1 14.5

2 PROVISIONS 90.5 112.53 TECHNICAL PROVISIONS 22,455.7 22,039.34 FINANCIAL LIABILITIES 12,993.0 12,828.7

4.1 Financial liabilities at fair value through profit or loss 1,466.3 1,458.24.2 Other financial liabilities 11,526.7 11,370.5

5 PAYABLES 504.2 439.75.1 Payables from direct insurance business 57.2 67.45.2 Payables from reinsurance business 67.7 43.25.3 Other payables 379.2 329.0

6 OTHER LIABILITIES 1,013.3 953.26.1 Liabilities associated with disposal groups 0.0 0.06.2 Deferred tax liabilities 256.0 339.26.3 Current tax liabilities 62.1 28.66.4 Other liabilities 695.1 585.4

TOTAL EQUITY AND LIABILITIES 40,767.5 39,577.8

Amounts in €m

45

Consolidated income statement

Q1 2012 Q1 2011

1.1 Net premiums 1,580.3 2,363.71.1.1 Gross premiums 1,626.6 2,406.21.1.2 Ceded premiums -46.3 -42.51.2 Commission income 32.5 33.01.3 Gains and losses on remeasurement of financial instruments at fair value through profit or loss 103.5 34.01.4 Gains on investments in subsidiaries and associates and interests in joint ventures 0.5 0.41.5 Gains on other financial instruments and investment property 380.7 436.61.5.1 Interest income 291.9 336.81.5.2 Other gains 12.6 16.81.5.3 Realised gains 74.5 83.01.5.4 Fair value gains 1.7 0.01.6 Other income 22.3 27.6

1 TOTAL REVENUE 2,119.7 2,895.32.1 Net charges relating to claims 1,483.7 2,267.22.1.1 Amounts paid and changes in technical provisions 1,506.6 2,282.12.1.2 Reinsurers' share -22.9 -14.92.2 Commission expense 6.1 8.02.3 Losses on investments in subsidiaries and associates and interests in joint ventures 0.1 4.62.4 Losses on other financial instruments and investment property 134.9 139.02.4.1 Interest expense 79.3 61.52.4.2 Other expense 3.2 2.12.4.3 Realised losses 22.7 23.32.4.4 Fair value losses 29.6 52.12.5 Operating expenses 342.5 335.32.5.1 Commissions and other acquisition costs 210.6 205.22.5.2 Investment management expenses 3.5 4.02.5.3 Other administrative expenses 128.4 126.12.6 Other costs 33.6 69.5

2 TOTAL COSTS AND EXPENSES 2,000.9 2,823.7PRE-TAX PROFIT (LOSS) FOR THE PERIOD/YEAR 118.8 71.6

3 Income tax 47.3 33.44 PROFIT (LOSS) FROM DISCONTINUED OPERATIONS 0.0 0.0

CONSOLIDATED PROFIT (LOSS) FOR THE PERIOD/YEAR 71.4 38.2attributable to the owners of the Parent 69.3 29.2attributable to non-controlling interests 2.1 9.0

Amounts in €m

46

Consolidated statement of comprehensive income - Net amounts

Amounts in €m Q1 2012 Q1 2011

CONSOLIDATED PROFIT (LOSS) FOR THE PERIOD/YEAR 71.4 38.2Variations in translation reserve 0.0 0.0Gains or losses on available-for-sale financial assets 434.8 54.8Gains or losses on cash flow hedges -0.8 13.1Gains or losses on hedges of a net investment in foreign operations 0.0 0.0Variation in equity of investees 0.0 0.0Variation in the reserve for intangible assets 0.0 0.0Variation in the reserve for property , plant and equipment and investment property 0.0 0.0Gains or losses on non-current assets held for sale or disposal group 0.0 0.0Actuarial gains and losses and adjustments relating to defined benefit plans 0.0 0.0Other items 0.0 0.0TOTAL OTHER COMPREHENSIVE INCOME 434.0 67.9TOTAL COMPREHENSIVE INCOME 505.4 106.1attributable to the owners of the Parent 481.3 93.7attributable to non-controlling interests 24.0 12.4

47

Consolidated statement of changes in equityAmounts in €m

At At

Amounts in €m31/12/2010 31/3/2011

2,698.9 0.0 0.2 0.0 2,699.1Other equity instruments 0.0 0.0 0.0 0.0 0.0Equity-related reserves 1,506.3 0.0 0.0 0.0 1,506.3Income-related and other reserves 56.2 0.0 28.8 0.0 85.0(Treasury shares) -0.2 0.0 0.0 0.0 -0.2Profit (loss) for the period/year 31.8 0.0 29.2 -31.8 29.2

-644.7 0.0 46.1 18.4 0.0 -580.23,648.3 0.0 104.3 18.4 -31.8 3,739.2

356.4 0.0 26.3 0.0 382.839.4 0.0 9.0 -39.4 9.0

-23.3 0.0 -3.0 6.4 0.0 -19.9

372.5 0.0 32.3 6.4 -39.4 371.9

Total 4,020.8 0.0 136.6 24.8 -71.2 4,111.1

At At

31/12/2011 31/3/2012

2,699.1 0.0 0.0 0.0 0.0 2,699.1Other equity instruments 0.0 0.0 0.0 0.0 0.0 0.0Equity-related reserves 1,506.3 0.0 0.0 0.0 0.0 1,506.3Income-related and other reserves 91.0 0.0 -108.1 0.0 0.0 -17.1(Treasury shares) -0.2 0.0 0.2 0.0 0.0 0.0Profit (loss) for the period/year -108.4 0.0 69.3 0.0 108.4 69.3

-1,109.5 0.0 351.4 60.6 0.0 -697.43,078.3 0.0 312.8 60.6 108.4 3,560.2

140.0 0.0 14.8 0.0 0.0 154.814.5 0.0 2.1 0.0 -14.5 2.1

-28.3 0.0 19.9 2.0 0.0 -6.4126.2 0.0 36.9 2.0 -14.5 150.6

Total 3,204.5 0.0 349.7 62.6 93.9 3,710.8

Share capital

Other comprehensive expenseTotal attributable to the owners of the Parent

Changes to closing balances

Amounts allocated

Reclassification to the Income

StatementTransfers

Equity attributable

to non-controlling

i t t

Share capital and reserves attributable to non-controlling interestsProfit (loss) for the period/yearOther comprehensive expenseTotal attributable to non-controlling interests

Equity attributable

to the owners of the Parent

Equity attributable

to non-controlling

interests

Share capital and reserves attributable to non-controlling interestsProfit (loss) for the period/yearOther comprehensive expense

Total attributable to non-controlling interests

Changes to closing balances

Total attributable to the owners of the Parent

Transfers

Equity attributable

to the owners of the Parent

Share capital

Other comprehensive expense

Reclassification to the Income

Statement

Amounts allocated

48

Amounts in €m 31/03/2012 31/03/2011Pre-tax profit (loss) for the period/year 118.8 71.6Change in non-monetary items -13.3 238.7Change in Non-Life premium prov ision 11.3 -5.9Change in claims prov ision and other Non-Life technical prov isions 2.0 12.6Change in mathematical prov isions and other Life technical prov isions 386.5 119.1Change in deferred acquisition costs 0.7 0.4Change in prov isions -22.0 5.9Non-monetary gains and losses on financial instruments, investment property and investments -125.3 -11.2Other changes -266.5 117.8Change in receivables and payables generated by operating activities 383.5 444.1Change in receivables and payables relating to direct insurance and reinsurance 258.1 332.4Change in other receivables and payables 125.4 111.8Taxes paidNet cash flows generated by/used for monetary items from investing and financing activities 52.2 -268.2Liabilities from financial contracts issued by insurance companies -39.4 -10.3Payables to bank and interbank customers 162.9 192.2Loans and receivables from bank and interbank customers -25.5 -384.2Other financial instruments at fair value through profit or loss -45.8 -65.9TOTAL NET CASH FLOW FROM OPERATING ACTIVITIES 541.2 486.3

Net cash flow generated by /used for investment property -3.0 -0.4Net cash flow generated by /used for investments in subsidiaries, associates and interests in joint ventures -8.0 -0.6Net cash flow generated by /used for loans and receivables -58.9 -175.7Net cash flow generated by /used for held-to-maturity investments -713.1 66.5Net cash flow generated by /used for available-for-sale financial assets 190.5 -343.7Net cash flow generated by /used for property , plant & equipment and intangible assets -16.5 -12.7Other net cash flows generated by/used for investing activ ities -55.0TOTAL NET CASH AND CASH EQUIVALENTS GENERATED BY/USED FOR INVESTING ACTIVITIES -609.0 -521.6

Net cash flow generated by /used for equity instruments attributable to the owners of the Parent 0.0 0.2Net cash flow generated by /used for treasury shares 0.1Div idends distributed attributable to the owners of the ParentNet cash flow generated by /used for share capital and reserves attributable to non-controlling interests 0.0 -16.0Net cash flow generated by /used for subordinated liabilities and equity instruments 9.1 -11.4Net cash flow generated by /used for other financial liabilities -15.6 20.7TOTAL NET CASH FLOWS GENERATED BY/USED FOR FINANCING ACTIVITIES -6.4 -6.6

Effect of exchange rate gains/losses on cash and cash equivalents 0.0 0.0

CASH AND CASH EQUIVALENTS AT 1 JANUARY (*) 239.7 231.8INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS -74.3 -25.1CASH AND CASH EQUIVALENTS AT 31 DECEMBER (*) 165.4 206.8

STATEMENT OF CASH FLOWS (indirect method)

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Notes to the condensed interim consolidated financial statements

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

1. Basis of presentation These condensed interim consolidated financial statements as at and for the three months ended 31 March 2012 for the Unipol Group are drawn up in accordance with IAS 34 and the provisions of Article 154-ter of Legislative Decree 58/1998 (the Consolidated Finance Act). They do not include all the information required for the annual financial statements and must be read in conjunction with the Consolidated Financial Statements as at and for the year ended 31 December 2011. The condensed quarterly consolidated financial statements are made up of: − a statement of financial position − an income statement and statement of comprehensive income − a statement of changes in equity − a statement of cash flows − Notes to the financial statements − Tables attached to the Notes to the financial statements The layout conforms to the provisions of ISVAP Ruling 7 of 13 July 2007, Part III as amended, relating to the layout of the consolidated financial statements of insurance and reinsurance companies that must adopt IFRS. The accounting standards used, the recording and calculation criteria and the scope of consolidation applied when drawing up the condensed interim consolidated financial statements as at and for the three months ended 31 March 2012 comply with those adopted for the Consolidated Financial Statements as at and for the year ended 31 December 2011 to which you are referred and which are deemed to be an integral part of these notes. Following implementation at EU level, with effect from the current financial year, some amendments to IFRS 7 came into force about additional information about the transfer of financial assets. Those amendments have not had any significant effect on the condensed interim consolidated financial statements as at and for the three months ended 31 March 2012. It is reported, moreover, that at 31 December 2011, within the scope of its impairment policy applicable with reference to listed equity securities recorded as ‘Available-for-sale financial assets’, the Group arranged to re-determine the threshold of ‘significance’ of the reduction in value to be taken as an objective element of impairment, increasing it from 20% to 50%. The consolidated financial statements as at and for the year ended 31 December 2011 were therefore the first accounting document to implement the stated adjustment. As the condensed interim consolidated financial statements form part of an interim financial report, more use has had to be made of judgements, estimates and assumptions and these affect how the accounting policies are applied and the carrying amounts of assets, liabilities, revenue and expense recorded in the financial statements. However, it should be noted that as these are estimates the results obtained will not necessarily be the same as those shown here. These estimates and assumptions are regularly reviewed. Any variations revealed as a result of reviewing the estimates are recorded during the period in which the review is carried out and in relevant subsequent periods.

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The presentation currency is the euro and all the amounts shown in these notes are in €m, except when specifically indicated, rounded to one decimal place; therefore the sum of the individual amounts is not always identical to the total. A voluntary review was carried out on the condensed interim consolidated financial statements as at and for the three months ended 31 March 2012 by KPMG S.p.A., which was given the specific task in view of the inclusion of the condensed interim consolidated financial statements as at and for the three months ended 31 March 2012 in the Prospectus for the option offer of Unipol ordinary and preference shares and listing on the Mercato Telematico Azionario, the automated stock exchange organised and managed by Borsa Italiana S.p.A.. Scope of consolidation Investments consolidated on a line-by-line basis and those measured using the equity method are listed in the tables showing the Scope of consolidation and Details of unconsolidated investments respectively, which are attached to these Notes. Changes in the scope of consolidation compared with 31 December 2011 and other transactions With respect to 31 December 2011 the changes in the scope of consolidation relate to the following related investments consolidated using the equity method: - Purchase by Smallpart (100% subsidiary of Unipol Assicurazioni) of 50% of the insurance brokerage

company Assicoop Emilia Nord S.r.l., with offices in Parma, for a total amount of €4.8m, to be paid by 31 December 2012;

- Purchase by Smallpart (100% subsidiary of Unipol Assicurazioni) of 50% of the insurance brokerage company Assicoop Romagna Futura S.r.l., with offices in Ravenna, for a total amount of €4.2m to be paid by 31 December 2012.

The subsidiary UGF Private Equity SGR in liquidation was deleted from the Bologna Companies' Register on 3 February 2012. Share capital operations carried out during the first quarter of 2012 that did not affect the scope of consolidation are listed below: − share capital increase of €11m in favour of Unifimm by Unipol Assicurazioni; − injection for a future capital increase of €4m in favour of Midi by Unipol Assicurazioni.

Segment reporting The scope of segment reporting is based on the major types of business in which the Group operates: − Non-Life insurance business − Life insurance business − Banking business − Holding and Services business and other activities. Segment reporting based on geographical areas has not been produced since the Group operates mainly on a domestic level and there appears to be no significant difference in the risks and benefits, according to the type of business activity carried out, that can be correlated with the economic situation in the individual regions.

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2. Notes to the statement of financial position Comments and further information on the items on the statement of financial position and the variations that took place compared with 31 December 2011 are given below. (The numbering of the notes relates to the mandatory layout for the preparation of the statement of financial position.) ASSETS 1. Intangible assets

Amounts in €m 31/03/2012 31/12/2011 Variation

Goodwill 1,522.5 1,522.5 0.0resulting from company mergers 1,403.2 1,403.2 0.0from acquistion of bank branches 118.9 118.9 0.0other 0.3 0.3 0.0

Other intangible assets 115.1 118.5 -3.4portfolios acquired as a result of company mergers 34.7 35.9 -1.2software and user licences 54.7 56.1 -1.4other intangible assets 25.7 26.5 -0.8

Total intangible assets 1,637.6 1,641.0 -3.4 Details of the goodwill resulting from company mergers are as follows:

Amounts in €m 31/03/2012 31/12/2011 Variation

Compagnia Assicuratrice Linear S.p.A. 17.1 17.1 0.0Unisalute S.p.A. 3.9 3.9 0.0Unipol Banca S.p.A. 7.0 7.0 0.0Unipol Assicurazioni S.p.A. 1,238.6 1,238.6 0.0Arca Vita S.p.A. 136.6 136.6 0.0Total goodwill resulting from company mergers 1,403.2 1,403.2 0.0 There were no other new elements during the quarter as against 31 December 2011 to indicate the possibility that this goodwill could be impaired ('trigger event'), therefore it was not deemed necessary to repeat the impairment test at 31 March 2012. The Parent Unipol deemed that the security's stock exchange price did not reflect the Group's true value, both because of the particular situation in the financial markets and because the Group used the value in use as the basis for impairment testing. At 31 March 2012 the Group’s management performance is consistent with the forecasts based on the impairment test. Other intangible assets amounted to €115.1m (€118.5m at 31/12/2011) and was made up of the value of the Life portfolios acquired (with a specific useful life), expenses for leasehold improvements and the cost of software, licences, consultancy and personalisation of software.

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2. Property, plant and equipment Property, plant and equipment, net of depreciation, amounted to €815.2m at 31 March 2012 (€804.1m at 31/12/2011) and consisted of:

− €757.8m of owner-occupied property (€746m at 31/12/2011). The increase was mainly due to the purchase of a property for office use in Forlì for €8.6m;

− €57.4m of other assets (€58.2m at 31/12/2011). 3. Technical provisions – Reinsurers’ share The balance of the items amounts to €412.6m (€396m at 31/12/2011). 4. Investments At 31 March 2012 total investments (investment property, equity investments and financial investments) amounted to €34,855.7m (€33,181.1m at 31/12/2011). 4.1 Investment property Investment property at 31 March 2012 amounted to €309.3m (€314.2m at 31/12/2011). The net fall is due, amongst others, to the reclassification of properties intended for sale under item 6.1 of the Assets – Non-current assets of a disposal group held for sale for €5.2 m. The current carrying amount of the investment property (shown in the appraisals commissioned at the time of the last consolidated financial statement as at 31/12/2011) is €340.6 m. 4.2 Investments in subsidiaries and associates and interests in joint ventures At 31 March 2012 the item amounted to €50.3m (€42.3m at 31/12/2011). On 1 January 2012, two investments equal to 50% each in two insurance brokerage and agency companies were acquired for a total of €9m.

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Financial assets (items 4.3, 4.4, 4.5 and 4.6)

Amounts in €m31/3/2012 % comp.

Fair value at 31/03/2012

31/12/2011 % comp. % var.

Held-to-maturity investments 2,411 7.8 2,369 1,689 5.7 42.8Listed debt instruments 1,832 1,096 67.1Unlisted debt instruments 580 593 -2.2

Loans and receivables 15,328 49.6 14,616 15,250 51.9 0.5Listed debt instruments 481 411 17.0Unlisted debt instruments 4,345 4,343 0.0Loans and receivables from bank customers 9,778 9,924 -1.5Interbank loans and receivables 474 325 46.0Deposits with ceding companies 16 18 -8.9Other loans and receivables 233 229 1.8Other financial assets 1 0 #####

Available-for-sale financial assets 12,645 40.9 12,645 11,985 40.8 5.5Equity instruments at cost 216 216 0.0Listed equity instrumetns at fair value 921 948 -2.9Unlisted equity instruments at fair value 4 3 13.2Listed debt instruments 10,027 9,543 5.1Unlisted debt instruments 1,183 999 18.4OEIC units 295 276 6.7

Financial assets held for trading 539 1.7 539 451 1.5 19.6Equity instruments at cost 92 1 9,226.4Listed debt instruments 95 90 5.8Unlisted debt instruments 211 223 -5.2OEIC units 80 87 -7.9Derivatives 61 51 21.2

Total financial assets 30,923 100.0 30,168 29,375 100.0 5.3 Held-to-maturity investments increased because of new investments in Italian government bonds linked in particular to the banking sector.

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Amounts in €m 31/3/2012 % comp. 31/12/2011 % comp. % var.

Financial assets at fair value through profit or loss 3,573 100.0 3,450 100.0 3.6Listed equity instruments at fair value 57 1.6 55 1.6 4.2Listed debt instruments 2,148 60.1 1,983 57.5 8.3Unlisted debt instruments 292 8.2 369 10.7 -20.9OEIC units 930 26.0 896 26.0 3.8Derivatives 3 0.1 3 0.1 -11.3Other financial assets 143 4.0 142 4.1 0.1

Financial assets recorded by the Group at fair value included financial assets held to cover insurance or investment policies issued by the Group where the investment risk is borne by policyholders and those arising from pension fund management. 5. Sundry receivables

Amounts in €m 31/3/2012 % comp. 31/12/2011 % comp. % var.

Receivables relating to direct insurance business 582.5 40.4 820.6 46.6 -29.0Receivables relating to reinsurance business 52.1 3.6 57.9 3.3 -10.0Other receivables 807.8 56.0 883.0 50.1 -8.5Total sundry receivables 1,442.5 100.0 1,761.5 100.0 -18.1 Other receivables included €372.6m of receivables from the tax consolidating company Finsoe (€457.8m at 31/12/2011). 6. Other assets

Amounts in €m 31/3/2012 % comp. 31/12/2011 % comp. % var.Non-current assets held for sale or disposal groups 5.2 0.4 0.0 0.0 0.0Deferred acquisition costs 18.1 1.3 18.8 1.2 -3.8Deferred tax assets 1,062.0 73.8 1,230.0 79.1 -13.7Current tax assets 20.3 1.4 27.3 1.8 -25.6Other assets 332.7 23.1 278.2 17.9 19.6

Total other assets 1,438.4 100.0 1,554.3 100.0 -7.5 Non-current assets held for sale was made up of properties intended for sale. Other assets covered, inter alia, deferred commission expense, prepayments and accrued income and miscellaneous payables related to the banking business. 7. Cash and cash equivalents At 31 March 2012 Cash and cash equivalents amounted to €165.4m (€239.7m at 31/12/2011).

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LIABILITIES 1. Equity 1.1 Equity attributable to the owners of the Parent Equity, excluding the amounts attributable to non-controlling interests, is divided up as follows:

Amounts in €m 31/3/2012 31/12/2011 Variation Share capital 2,699.1 2,699.1 0.0Equity-related reserves 1,506.3 1,506.3 0.0Income-related and other reserves -17.1 91.0 -108.1(Treasury shares) 0.0 -0.2 0.2Net losses on available-for-sale financial assets -678.0 -1,090.9 412.8Other net losses recognised directly in equity -19.4 -18.6 -0.8Profit (loss) for the period/year 69.3 -108.4 177.7

Total equity attributable to the owners of the Parent 3,560.2 3,078.3 481.8 The fully paid-up share capital of the Parent Unipol amounted to €2,699.1m at 31 March 2012 and was made up of 34,165,404 shares, 21,142,571 ordinary and 13,022,833 preference. The movements recorded during the period compared with the previous year are set out in the attached statement of changes in equity. There was a positive change in the provision for Gains and losses on available-for-sale financial assets of €412.8m, as a result of the positive performance of the financial markets. -€19.4m of the -€40.1m of Other gains and losses recognised directly in equity (-€18.6m at 31/12/2011) consisted of Gains or losses on cash flow hedges (-€39.3m at 31/12/2011) and €20.7m consisted of the Reserve for revaluation of property, plant and equipment and investment property (unchanged since 31/12/2011). Grouping of Unipol Ordinary and Preference Shares The Extraordinary Meeting of Unipol Gruppo Finanziario S.p.A.’s Shareholders held on 19 March 2012 resolved to group the ordinary and preference shares at a ratio of 1 new ordinary share per 100 ordinary shares owned and 1 new preference share per 100 preference shares owned, subject to the cancellation of the minimum number of ordinary and preference shares necessary to allow the whole operation to be balanced, along with the corresponding reduction in share capital. The certification of the change in the share capital was entered in the Bologna Companies’ Register on 27 March 2012. The new composition of the share capital at 31 March 2012, fully subscribed and paid-up, following the above-mentioned grouping, which involved the cancellation of 6 ordinary and 10 preference shares, is set out in the table below, showing the previous share capital:

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Number of shares Euro Number of shares EuroOrdinary shares 21,142,571 1,670,263,109.21 2,114,257,106 1,670,263,113.95 Preference shares 13,022,833 1,028,803,808.26 1,302,283,310 1,028,803,816.16 Total 34,165,404 2,699,066,917.47 3,416,540,416 2,699,066,930.11

Share capital at 27/3/2012 Previous share capital

The ordinary and preference shares do not have a nominal unit value. There are also 634,236,765 Unipol 2010-2013 ordinary share warrants and 390,660,132 Unipol 2010-2013 preference share warrants, for which the ratio and option price were adjusted proportionally through the effect of the grouping of the shares, as follows: - from 13 to 1,300 the number of Unipol ordinary share warrants to be used for the option of

subscription of 2 ordinary conversion shares; - from 13 to 1,300 the number of Unipol preference share warrants to be used for the option of

subscription of 2 preference conversion shares; - from €0.72 to €72.00 the subscription price of each ordinary conversion share; - from €0.48 to €48.00 the subscription price of each preference conversion share Treasury shares or quotas During the first quarter of 2012 300,000 preference shares were sold, with a positive effect on the Group's equity of €55,268. At 31 December 2011 the carrying amount of the above-mentioned shares wasf €173,124. At 31 March 2012 no other purchase or sale of treasury shares transactions were carried out. 2. Provisions Provisions amounted to €90.5m at 31 March 2012 (€112.5m at 31/12/2011) and mainly consisted of accruals to provisions for litigation, disputes with agencies and other charges relating to the sales network, accruals to provisions for remuneration policies and staff-leaving incentives. With regard to contingent liabilities, reference should be made to the Consolidated Financial Statements as at and for the year ended 31 December 2011 as there are no updates in the quarter or new contingent liabilities to report.

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3. Technical provisions

Amounts in €m 31/3/2012 % comp. 31/12/2011 % comp. % var.Non-Life premiums 1,610.6 21.8 1,592.4 21.6Non-Life claims 5,775.0 78.1 5,765.4 78.2Other Non-Life technical provisions 13.5 0.2 14.3 0.2Total Non-Life provisions 7,399.1 100.0 7,372.1 100.0 0.4Life mathematical prov isions 12,814.4 85.1 12,830.0 87.5Prov ision for payable amounts (Life business) 175.3 1.2 132.1 0.9Technical prov isions where the investment risk is borne by policyholders and arising from pension fund management 2,456.9 16.3 2,330.8 15.9Other Life technical prov isions -390.0 -2.6 -625.8 -4.3Total Life provisions 15,056.6 100.0 14,667.1 100.0 2.7Total technical provisions 22,455.7 22,039.3 1.9 4. Financial liabilities Financial liabilities amounted to €12,993m (€12,828.7m at 31/12/2011). 4.1 Financial liabilities at fair value through profit or loss This item totalled €1,466.3m (€1,458.2m at 31/12/2011) and is subdivided into − €330.3m of financial liabilities from trading (€323.8m at 31/12/2011); − €1,136m of financial liabilities at fair value through profit or loss (€1,134.4m at 31/12/2011). This

category included investment policies issued by insurance companies where the investment risk was borne by the policyholders and the insurance risk borne by the Group did not exceed 10% (several types of Class III, Class V and Class VI contracts).

4.2 Other financial liabilities

Amounts in €m 31/3/2012 % comp. 31/12/2011 % comp. % var.Subordinated liabilities 1,555.0 13.5 1,545.8 13.6 0.6Liabilities from financial contracts issued by insurance companies 30.8 0.3 30.9 0.3 -0.5Deposits received from reinsurers 128.2 1.1 149.8 1.3 -14.4Debt instruments issued 2,877.4 25.0 2,871.4 25.3 0.2Payables to bank customers 5,466.9 47.4 5,771.7 50.8 -5.3Interbank payables 1,468.0 12.7 999.8 8.8 46.8Other financing 0.0 0.0 0.5 0.0 -99.4Sundry financial liabilities 0.5 0.0 0.5 0.0 0.0Total other financial liabilities 11,526.7 100.0 11,370.5 100.0 1.4 Interbank payables include €850m of subsidised loans at the rate of 1% obtained by Unipol Banca through its participation in ECB LTROs.

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Details of the Subordinated liabilities are set out in the table below: Issuer Nominal amount

Subord. level

Year of maturity

Call Rate L/UL

Unipol Assicurazioni 300.0m tier II 2021 every 3 months from 15/6/2011 euribor 3m + 250 b.p. LUnipol Assicurazioni 261.7m tier II 2023 from 2013 fixed 5.66% (*) LUnipol Assicurazioni 200.0m tier I life from 2018 euribor 6m + 250 b.p. (**) ULUnipol Assicurazioni 200.0m tier I life from 2018 euribor 6m + 250 b.p. (**) ULUnipol Banca 48.25m tier II 2015 fixed 3.6% ULUnipol Banca 14.28m tier II 2017 fixed 4.4% ULUnipol Banca 76.94m tier II 2017 euribor 3m + 0.20 b.p. ULUnipol Banca 7.0m tier II 2017 fixed 4.8% ULUnipol Banca 57.4m tier II 2017 euribor 3m + 0.30 b.p. ULUnipol Banca 24.57m tier II 2019 fixed 4.5% ULUnipol Banca 50.0m tier II 2019 fixed 4.5% ULUnipol Banca 300.0m tier II 2019 average quarter euribor 3m + 640 b.p. UL

(*) From July 2013 a floating rate of Euribor 3m + 250 b.p. (**)The rate risk is currently hedged (due to expire May 2018) by IRS that transform the floating rate to a fixed rate of 6.355%. From May 2018 the floating rate is equal to the Euribor 6m + 350 b.p. Debt instruments issued amounted to €2,877.4m (€2,871.4m at 31/12/2011). Those relating to the Parent were (nominal amounts): − €175m – unsecured senior bond loan issued on 1 July 2009, with a three-year term. The loan, which is

unlisted, bears interest at an annual fixed rate of 5.25%; − €750m – unsecured senior bond loan issued on 11 December 2009, with a seven-year term. The loan,

which is listed on the Luxembourg Stock Exchange, bears interest at an annual fixed rate of 5%. This item also included €385.8 of securitised notes issued by banking sector companies (€454.9m at 31/12/2011). 5. Payables

Amounts in €m 31/3/2012 % comp. 31/12/2011 % comp. % var.

Payables from direct insurance business 57.2 11.4 67.4 15.3 -15.1Payables from reinsurance business 67.7 13.4 43.2 9.8 56.6Other payables 379.2 75.2 329.0 74.8 15.3

Policyholders' tax due 121.2 24.0 83.1 18.9 45.9Sundry tax liabilities 41.2 8.2 32.2 7.3 27.8Trade payables 72.1 14.3 74.5 16.9 -3.2Post-employment benefits 44.4 8.8 47.8 10.9 -7.0Social security charges payable 9.1 1.8 17.6 4.0 -48.6Sundry payables 91.3 18.1 73.8 16.8 23.6

Total payables 504.2 100.0 439.7 100.0 14.7

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6. Other liabilities

Amounts in €m 31/3/2012 % comp. 31/12/2011 % comp. % var.

Current tax liabilities 62.1 6.1 28.6 3.0 117.1Deferred tax liabilities 256.0 25.3 339.2 35.6 -24.5Commissions on premiums under collection 35.1 3.5 53.8 5.6 -34.8Deferred commission income 3.9 0.4 4.4 0.5 -11.5Accrued expense and deferred income 1.4 0.1 2.7 0.3 -46.5Other liabilities 654.7 64.6 524.4 55.0 24.8Total other liabilities 1,013.3 100.0 953.2 100.0 6.3

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3. Notes to the income statement Comments and further information on the items in the income statement and the variations that took place compared with 31 March 2011 are given below (the numbering of the notes relates to the mandatory layout for the preparation of the income statement). Comparisons on a like-for-like basis exclude the figures for BNL Vita from the consolidated figures for the three months ended 30 March 2011. INCOME 1.1 Net premiums Net premiums

Amounts in €m Q1 2012 Q1 2011 % var.Non-Life business - premiums 1,070.3 1,080.0 -0.9

Non-Life business - recognised premiums 1,088.6 1,081.9 0.6Non-Life business - changes in the prov ision for premiums -18.4 -1.9 865.3

Life business - recognised premiums 556.4 1,326.2 -58.0Gross premiums (Non-Life and Life) 1,626.6 2,406.2 -32.4Non-Life business - ceded premiums -38.3 -32.9 16.4

Non-Life business - ceded premiums -39.1 -32.3 21.1Non-Life business - changes in the prov ision - reinsurers' share 0.8 -0.6 -244.1

Life business - ceded premiums -8.1 -9.7 -16.8Ceded reinsurance premiums (Non-Life and Life) -46.3 -42.5 8.9Total net premiums 1,580.3 2,363.7 -33.1 On a like-for-like basis net premiums fell to -1.8%. 1.2 Commission income

Amounts in €m Q1 2012 % comp. Q1 2011 % comp. % var.Commission income from banking business 27.7 85.2 24.4 73.8 13.4Commission income from investment policies 4.0 12.4 6.3 19.0 -35.9Other commission income 0.8 2.4 2.4 7.2 -67.5Total commission income 32.5 100.0 33.0 100.0 -1.8

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1.3 Net gains from financial instruments at fair value through profit or loss

Amounts in €m Q1 2012 Q1 2011 Variation % var.From financial assets held for trading:Net interest income 8.6 7.8 0.8 10.5Realised gains/losses 3.4 6.4 -2.9 -46.3Unrealised gains/losses 20.8 36.7 -15.9 -43.3Other fair value gains and losses -9.5 -6.8 -2.7 40.1Total 23.3 44.0 -20.8 -47.2From financial assets at fair value through profit or loss:Net interest income 32.2 21.5 10.7 49.6Realised gains/losses -0.6 -14.4 13.7 -95.5Unrealised gains/losses 138.8 -10.3 149.1 -1,446.6Other fair value gains and losses -11.0 -1.6 -9.4 587.0Total 159.4 -4.7 164.1 -3,470.7From financial liabilities held for trading:Realised gains/losses 0.2 0.8 -0.6 -78.2

Total 0.2 0.8 -0.6 -78.0From financial instruments at fair value through profit or loss:Unrealised gains/losses -40.9 -12.0 -28.8 239.1Other fair value gains and losses -38.5 5.9 -44.4 -755.7Total -79.4 -6.2 -73.2 1,185.5Total net gains/losses 103.5 34.0 69.5 204.7 On a like-for-like basis this amounted to +88.6%. 1.4 Losses on investments in subsidiaries and associates and interests in joint ventures These amounted to €0.5m (€0.4m at 31/3/2011).

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1.5 Gains on other financial instruments and investment property

Amounts in €m Q1 2012 % comp. Q1 2011 % comp. % var.

Interest 291.9 76.7 336.8 77.1 -13.3on held-to-maturity investments 21.4 18.4 16.1on loans and receivables 155.4 142.3 9.2on available-for-sale financial assets 114.7 175.3 -34.6on other receivables 0.2 0.4 -51.6on cash and cash equivalents 0.2 0.3 -35.6

Other gains 12.6 3.3 16.8 3.8 -25.3on investment property 4.2 2.6 59.6on available-for-sale financial assets 8.4 14.2 -41.1

Realised gains 74.5 19.6 83.0 19.0 -10.2on investment property 0.0 0.0 0.0on held-to-maturity investments 0.0 2.4 -100.0on loans and receivables 0.6 0.4 28.2on available-for-sale financial assets 52.9 80.2 -34.0on other financial liabilities 21.1 0.0 ######

Unrealised gains and reversals of impairment losses 1.7 0.4 0.0 0.0 5228.3on available-for-sale financial assets 1.7 0.0 0.0

Total 380.7 100.0 436.6 100.0 -12.8 On a like-for-like basis this amounted to +5.8%; 1.6 Other income

Amounts in €m Q1 2012 % comp. Q1 2011 % comp. % var.

Miscellaneous technical income 8.4 37.7 13.9 50.3 -39.5Exchange rate gains 1.1 5.0 2.2 8.0 -49.2Prior year items 3.1 14.0 1.5 5.3 112.3Other income 9.6 43.3 10.0 36.3 -3.8

Total other income 22.3 100.0 27.6 100.0 -19.3 On a like-for-like basis the increase in Other income was +9.4%.

66

COSTS AND EXPENSES 2.1 Net charges relating to claims Net charges relating to claims

Amounts in €m Q1 2012 Q1 2011 % var.Net charges relating to claims - direct and indirect business 1,506.6 2,282.1 -34.0

Non-Life business 757.8 848.1 -10.6Amounts paid 761.6 777.3Changes in prov ision for claims 11.2 71.5Changes in recoveries -15.3 -0.7Changes in other technical prov isions 0.2 0.0

Life business 748.8 1,434.0 -47.8Amounts paid 590.3 875.4Changes in payable amounts 42.8 -44.1Changes in mathematical prov isions -17.5 487.5Changes in other technical prov isions 36.5 10.1Changes in prov ision where the investment risk is borne by policyholders and arising from pension fund management 96.8 105.1

Net charges releating to claims - reinsurers' share -22.9 -14.9 53.7Non-Life business -16.3 -9.5 71.3

Amounts paid -13.3 -11.6Changes in prov ision for claims -3.1 2.1Changes in recoveries 0.1 0.0

Life business -6.5 -5.3 22.3Amounts paid -3.5 -4.9Changes in payable amounts -0.5 0.1Changes in mathematical prov isions -2.3 -0.1Changes in other technical prov isions -0.3 -0.5

Total net charges relating to claims 1,483.7 2,267.2 -34.6 On a like-for-like basis the decrease was -0.5%. 2.2 Commission expense

Amounts in €m Q1 2012 % comp. Q1 2011 % comp. % var.Commission expense from banking business 3.2 52.0 4.2 52.8 -24.3Commission expense from investment policies 2.0 33.1 3.4 43.1 -41.0Other commission expense 0.9 14.9 0.3 4.1 181.7Total commission expense 6.1 100.0 8.0 100.0 -23.2 On a like-for-like basis the decrease was -10.2%;

67

2.3 Losses on investments in subsidiaries, associates and interests in joint ventures These amounted to €0.1m (€4.6m as at and for the three months ended 31/3/2011). 2.4 Losses on other financial instruments and investment property

Amounts in €m Q1 2012 % comp. Q1 2011 % comp. % var.

Interest: 79.3 58.8 61.5 44.2 29.0on other financial liabilities 79.2 61.4 28.9

on payables 0.1 0.1 77.0Other charges: 3.2 2.4 2.1 1.5 55.0

on investment property 2.7 0.8 235.8on available-for-sale financial assets 0.2 0.8 -78.4on other financial liabilities 0.3 0.5 -22.9

Realised losses: 22.7 16.9 23.3 16.8 -2.5

on available-for-sale financial assets 22.7 23.3 -2.5Unrealised losees and impairment losses: 29.6 22.0 52.1 37.5 -43.1

on investment property 0.6 0.4 49.5on loans and receivables 22.8 13.3 71.9on available-for-sale financial assets 6.2 38.5 -83.8

Total 134.9 100.0 139.0 100.0 -3.0 On a like-for-like basis the decrease was -2.3%. Under the Group's impairment policy unrealised losses on available-for-sale financial assets include €6.2m of impairment losses on shares (€3.8m as at and for the three months ended 31/3/2011). At the time the 2011 consolidated financial statements were drawn up, the Group adjusted its impairment policy on shares classified as Available-for-sale financial assets, raising the threshold of materiality from 20% to 50% which qualifies the reductions in fair value as objective evidence of impairment. The application of that policy to the first quarter of 2011 as well, on the basis of the financial performance observed, would not have produced differences compared with the figures set out in the table. The €22.8m of unrealised losses on loans and receivables related to impairment losses recognised on bank customer loans (€13.3m as at and for the three months ended 31/3/2011).

68

2.5 Operating expenses

Amounts in €m Q1 2012 % comp. Q1 2011 % comp. % var.

Insurance 267.3 78.1 267.2 79.7 0.0Banking 67.8 19.8 65.4 19.5 3.7Holding and Serv ices 19.5 5.7 17.8 5.3 9.6Intersegment eliminations -12.2 -3.6 -15.2 -4.5 -19.8Total operating expenses 342.5 100.0 335.3 100.0 2.1 Below are details of Operating expenses in the insurance segment:

Amounts in €m Q1 2012 Q1 2011 % var. Q1 2012 Q1 2011 % var. Q1 2012 Q1 2011 % var.Acquisition commissions 144.1 138.9 3.7 5.5 9.6 -43.1 149.6 148.5 0.7Other acquisition costs 38.1 34.4 10.8 7.6 8.7 -12.7 45.7 43.1 6.0Changes in deferred acquisition costs 0.4 -0.1 -519.7 0.8 0.5 45.4 1.2 0.4 159.6Collection commissions 25.4 25.7 -1.2 1.5 1.8 -15.4 26.9 27.5 -2.1Profit participation and other commissions from reinsurers -10.5 -8.4 25.7 -1.4 -2.9 -53.5 -11.9 -11.3 5.3Investment management expenses 3.2 5.3 -40.0 4.3 2.9 48.8 7.5 8.2 -8.7Other administrative expenses 38.0 37.1 2.4 10.3 13.6 -24.4 48.3 50.8 -4.8Total 238.7 233.0 2.4 28.6 34.2 -16.5 267.3 267.2 0.0

NON-LIFE LIFE TOTAL

On a like-for-like basis operating expenses in the Life insurance segment were +2.5%. 2.6 Other costs

Amounts in €m Q1 2012 % comp. Q1 2011 % comp. % var.Other technical charges 14.5 43.1 35.2 50.6 -58.8Impairment losses on receivables 0.3 0.8 0.2 0.3 30.0Other costs 18.8 56.1 34.1 49.1 -44.8Total other costs 33.6 100.0 69.5 100.0 -51.7 On a like-for-like basis the decrease was -32.6%. 3. Income tax Against pre-tax income of €118.8m, tax of €47.3m was recorded for the period, corresponding to a tax rate of 39.9% (46.7% as at and for the three months ended 31/3/2011).

69

4. Other information 4.1 Earnings per share Basic and diluted

31/3/2012 31/3/2011Earnings (loss) allocated to ordinary shares (€m) 43.1 18.3Weighted average of ordinary shares outstanding during the period (amounts in millions) 21.1 21.1Basic earnings per share (EUR per share) 2.04 0.86 As already reported in the notes on Equity, on 27 March 2012, as a result of a decision of the Extraordinary Meeting of Unipol Gruppo Finanziario S.p.A. Shareholders on 19 March 2012, the ordinary and preference shares were grouped at a ratio of 1 new ordinary share per 100 ordinary shares owned and 1 new preference share per 100 preference shares owned. In order to make the comparison effective, the number of ordinary shares at 31 March 2011 was adjusted on the basis of the same grouping. 4.2 Dividends In view of the loss recognised by the Parent Unipol S.p.A. for the year ended 30 December 2011 (as shown in the financial statements drawn up in accordance with Italian GAAP), the General Shareholders’ Meeting of Unipol S.p.A. held on 30 April 2012 did not vote to pay a dividend. 4.3 Transactions with related parties Most of the services supplied by the Parent Unipol that did not affect the competitiveness of the individual operating companies were in the following areas: • Institutional Relations and relations with the Media and Corporate Identity; • Management, development and administration of human resources, project management and

organisational reporting; • Corporate services; • Compliance with legislation and combating money-laundering (legal services); • Governance (internal controls, risk management and compliance with relevant legislation). Unipol Assicurazioni provided services relating to the following areas: • Planning and monitoring; • Legal affairs and data protection; • IT services; • Health and safety at work (Legislative Decree 81/08); • Technical training and organisation; • Administrative (bookkeeping, tax, administrative and financial statements services); • Property, purchasing and auxiliary services; • Development of Life products, analysis of Life provisions, portfolio management and settlements; • Claims management and settlement; • Complaints management; • Marketing;

70

• Reinsurance; • Finance. Unipol Assicurazioni also has the following relations with the companies in the Group, including via subsidiaries: • normal reinsurance and coinsurance transactions; • property leases; • agency mandates. Unisalute provided the following services for the other companies in the Group: • providing medical advice and assistance by telephone, making bookings, managing and settling health

claims on behalf of Unipol Assicurazioni and Linear; • tutoring services for the e-learning package on behalf of Unipol, Unipol Assicurazioni, Linear and

Linear Life. Unisalute provided the following services to its subsidiary Centri Medici Unisalute in the following main areas: • Administration and financial statements; • Planning and management control; • Marketing; • Sales; • IT services. Unipol Banca provided the following services to the companies in the banking group of which it is the Parent: • Organisation; • Management and financial statements; • Human resources; • Combating money-laundering; • Legal services and relations with the Courts; • Risk management; • Compliance; • Internal auditing; • General business. Both the Parent Unipol and the subsidiaries Unipol Assicurazioni and Unipol Banca seconded staff to Group companies.

Fees are based on external costs incurred, for example for products and services acquired from suppliers, and on the costs arising from the activities of the companies themselves, i.e. generated by their own staff, and taking account of: − the performance objectives that provision of the service to the Company must achieve; − the strategic investments to be implemented in order to ensure the agreed levels of service. The following elements are specifically taken into consideration: − personnel expense; − operating costs (logistics etc.); − general costs (IT, consultancy etc.).

71

When services were provided by the Parent Unipol the operating companies were charged a mark-up to take account of the breakdown cost. Financial and commercial relations between the companies in the Banking Group and the other companies in the Group were the usual types of transaction carried out by a group split into different companies and related to services, deposit accounts or corporate financing and leasing agreements. Agreements were also entered into for the sale and/or management of banking and investment products and/or services and for the provision of banking-related services. The effects of these transactions were governed by the market terms applied to major customers. The above transactions are not atypical or unusual. The following table shows transactions with related parties (parent, associates, related and other companies) carried out during the first quarter of 2012, as laid down in IAS 24. The information relating to directors, statutory auditors, general managers and key managers (recorded under Others) does not include remuneration and fees for their appointments nor for the work they carried out. Transactions with subsidiaries have not been recognised since in drawing up the consolidated financial statements transactions among Group companies consolidated using the line-by-line method have been eliminated as part of the normal consolidation process. Transactions with related parties

Parent Associates Other (3) Totalinc.% (1)

inc.% (2)

4.4 Loans and receiv ables 0.0 39.7 39.7 0.1 7.3

5.1 Receiv ables relating to direct insurance business 0.0 15.3 15.3 0.0 2.8

5.3 Other receiv ables 372.6 0.1 372.7 0.9 68.9

6.5 Other assets 0.1 0.0 0.1 0.0 0.0TOTAL ASSETS 372.7 55.0 0.0 427.7 1.0 79.0

4.2 Other financial liabilities 54.0 18.0 72.0 0.2 13.35.3 Other pay ables 7.6 0.0 7.6 0.0 1.46.3 Current tax liabilities 4.6 0.0 4.6 0.0 0.8

TOTAL LIABILITIES 66.1 18.0 0.0 84.1 0.2 15.51.5 Gains on other financial instruments and inv estment property 0.1 0.4 0.5 0.7 0.11.6 Other income 0.0 0.1 0.1 0.1 0.01 TOTAL REVENUE AND INCOME 0.1 0.5 0.0 0.6 0.8 0.12.4 Losses on other financial instruments and inv estment property 0.9 0.1 1.0 1.5 0.22.5 Operating ex penses 0.2 19.5 19.7 27.5 3.62.6 Other ex penses 0.0 0.0 0.0 0.1 0.02 TOTAL COSTS AND EXPENSES 1.2 19.6 0.0 20.7 29.0 3.8

Amounts in €m

(1) Percentage based on total assets in the consolidated statement of financial position recognised under equity and based on the consolidated profit/(loss) for the period under financial items. (2) Percentage based on total net cash flows from operating activities in the statement of cash flows. (3) The column 'Other' includes related companies and individuals identified as related parties (directors, statutory auditors, general managers, key managers and their family members).

72

It should be noted that in accordance with Article 2497 et seq. of the Civil Code, none of the shareholders of the Parent Unipol S.p.A. manages or coordinates it. Finsoe S.p.A., which holds a controlling investment in Unipol S.p.A. as defined in Article 2359, para. 1, 1, of the Italian Civil Code, or 50.75% of the ordinary share capital, does not manage or coordinate it either in technical or financial terms. Finsoe was also the ultimate parent for tax purposes of Unipol, Unipol Assicurazioni, Linear, Linear Life, Midi, Smallpart, and from 2012, Unisalute, which, in accordance with Article 117 et seq. of Presidential Decree 917/86 and the Ministerial Decree of 9 June 2004, have, as consolidated companies, opted for the Group consolidated taxation system (for the purposes of IRES). At 31 March 2012 Finsoe held a share equivalent to €50m nominal of the senior bond loan issued by Unipol, maturing in July 2012 (€70m nominal at 31/12/2011). 4.4 Non-recurring significant transactions and events deriving from atypical and/or unusual transactions With regard to non-recurring significant transactions and events, reference should be made to the Interim Management Report on the plan to merge the Premafin/Fondiaria-SAI Group. It should be noted that there were no atypical and/or unusual transactions in the quarter that, because of their significance or importance, the nature of the counterparties or the procedures for determining the price, because they occurred close to the end of the year, could give rise to doubts relating to the accuracy and completeness of the information in these condensed consolidated interim financial statements, a conflict of interest, the safeguarding of equity or the protection of non-controlling shareholders. Bologna, 10 May 2012

The Board of Directors (signed on the original)

73

Tables attached to the Notes to the condensed interim consolidated financial statements

Cons

olid

atio

n sc

ope

Nam

eRe

giste

red

offic

eMe

thod

(1)Ac

tivity

(2)%

dire

ct ho

ldin

g

% to

tal

parti

cipati

ng

inter

est

(3)

% vo

tes av

ailab

le at

ordi

nary

Gen

eral

Meeti

ngs

(4)%

cons

olid

ation

Unipo

l Gru

ppo F

inanz

iario

Spa

086

Italy

Bolog

naG

410

0.00%

Comp

agnia

Ass

icura

trice L

inear

Spa

086

Italy

Bolog

naG

110

0.00%

100.0

0%10

0.00%

Unisa

lute S

pa08

6Ita

lyBo

logna

G1

98.53

%98

.53%

100.0

0%Mi

di Sr

l08

6Ita

lyBo

logna

G10

100.0

0%Un

ipol A

ssicu

razio

ni Sp

a10

0.00%

100.0

0%Un

ifimm

Srl

086

Italy

Bolog

naG

1010

0.00%

Unipo

l Ass

icura

zioni

Spa

100.0

0%10

0.00%

Unipo

l Ban

ca S

pa08

6Ita

lyBo

logna

G7

67.74

%32

.26%

Unipo

l Ass

icura

zioni

Spa

100.0

0%10

0.00%

Unipo

l SGR

Spa

086

Italy

Bolog

naG

810

0.00%

100.0

0%10

0.00%

Unipo

l Mer

chan

t Spa

086

Italy

Bolog

naG

710

0.00%

Unipo

l Ban

ca S

pa10

0.00%

100.0

0%Un

icard

Spa

086

Italy

Milan

G11

53.56

%Un

ipol B

anca

Spa

53.56

%10

0.00%

Unipo

l Fon

di Ltd

040

Irelan

dDu

blin

G11

100.0

0%Un

ipol B

anca

Spa

100.0

0%10

0.00%

Centr

i Med

ici U

nisalu

te Sr

l08

6Ita

lyBo

logna

G11

100.0

0%Un

isalut

e Spa

98.53

%10

0.00%

Small

part

Spa

086

Italy

Bolog

naG

910

0.00%

Unipo

l Ass

icura

zioni

Spa

100.0

0%10

0.00%

Grec

ale A

bs S

rl (*)

086

Italy

Bolog

naG

1110

.00%

Small

part

Spa

10.00

%10

0.00%

Grec

ale A

bs S

rl (*)

086

Italy

Bolog

naG

11Un

ipol B

anca

Spa

Nettu

no F

iducia

ria S

rl08

6Ita

lyBo

logna

G11

100.0

0%Un

ipol B

anca

Spa

100.0

0%10

0.00%

Linea

r Life

Spa

086

Italy

Bolog

naG

110

0.00%

100.0

0%10

0.00%

Unipo

l Ass

icura

zioni

Spa

086

Italy

Bolog

naG

110

0.00%

100.0

0%10

0.00%

Casto

ro R

mbs S

rl (*)

086

Italy

Milan

G11

Unipo

l Ban

ca S

pa10

0.00%

Atlan

te Fi

nanc

e Srl (

*)08

6Ita

lyMi

lanG

11Un

ipol B

anca

Spa

100.0

0%Un

ipol L

easin

g Spa

086

Italy

Bolog

naG

1110

0.00%

Unipo

l Ban

ca S

pa10

0.00%

100.0

0%Am

bra P

rope

rty S

rl08

6Ita

lyBo

logna

G11

100.0

0%10

0.00%

100.0

0%Ar

ca V

ita S

pa

086

Italy

Vero

naG

160

.84%

60.84

%61

.58%

100.0

0%Ar

ca A

ssicu

razio

ni Sp

a08

6Ita

lyVe

rona

G1

96.99

%Ar

ca V

ita S

pa59

.72%

100.0

0%Ar

ca V

ita In

terna

tiona

l Ltd

040

Irelan

dDu

blin

G2

100.0

0%Ar

ca V

ita S

pa61

.58%

100.0

0%Ar

ca D

irect

Assic

uraz

ioni S

rl08

6Ita

lyVe

rona

G11

100.0

0%Ar

ca V

ita S

pa61

.58%

100.0

0%Ar

ca In

linea

Sca

rl08

6Ita

lyVe

rona

G11

60.22

%Ar

ca V

ita S

pa60

.84%

100.0

0%Ar

ca In

linea

Sca

rl08

6Ita

lyVe

rona

G11

39.78

%Ar

ca A

ssicu

razio

ni Sp

aIsi

Insu

ranc

e Spa

(**)

086

Italy

Vero

naG

150

.00%

Arca

Vita

Spa

30.79

%10

0.00%

Arca

Sist

emi S

carl

086

Italy

Vero

naG

1182

.03%

Arca

Vita

Spa

61.25

%10

0.00%

Arca

Sist

emi S

carl

086

Italy

Vero

naG

1116

.97%

Arca

Ass

icura

zioni

Spa

Arca

Sist

emi S

carl

086

Italy

Vero

naG

111.0

0%Ar

ca In

linea

Sca

rlGr

ecale

2011

Rmb

s Srl (

*)08

6Ita

lyBo

logna

G11

Unipo

l Ban

ca S

pa10

0.00%

Punta

di F

erro

srl

086

Italy

Bolog

naG

1010

0.00%

Unipo

l Ass

icura

zioni

Spa

100.0

0%10

0.00%

Coms

ider s

rl08

6Ita

lyBo

logna

G10

100.0

0%Co

vent

Gard

en B

O srl

100.0

0%10

0.00%

Cove

nt Ga

rden

BO

srl08

6Ita

lyBo

logna

G11

100.0

0%Mi

di Sr

l10

0.00%

100.0

0%SM

E Gr

ecale

srl (*

)08

6Ita

lyBo

logna

G11

Unipo

l Ban

ca S

pa10

0.00%

(1) C

onso

lidati

on m

ethod

: G=o

n a lin

e-by

-line b

asis,

P=p

ropo

rtiona

te, U

=on a

line-

by-lin

e bas

is as

per c

oord

inated

man

agem

ent

If

the la

tter is

a dir

ect p

artic

ipatin

g inte

rest

of se

vera

l sub

sidiar

ies th

e ind

ividu

al pr

oduc

ts mu

st be

adde

d up.

(*) S

pecia

l pur

pose

vehic

les (S

PVs)

used

for s

ecur

itisati

on sc

heme

s. Al

thoug

h the

y are

not s

ubsid

iaries

, SPV

s are

cons

olida

ted as

basic

ally a

ll the

ir risk

s and

rewa

rds a

re re

taine

d.(**

) The

comp

any i

s con

solid

ated o

n a lin

e-by

-line b

asis

both

in vie

w of

the fa

ct tha

t 1%

of th

e sha

res i

n the

shar

e pac

kage

that

it doe

s not

own h

ave l

imite

d voti

ng rig

hts an

d in v

iew of

Arca

Vita

Spa

's po

wer t

o app

oint a

nd te

rmina

te the

offic

e of th

e majo

rity of

the m

embe

rs of

the bo

ard o

f dire

ctors.

State

% in

dire

ct ho

ldin

g

(2) 1

=Itali

an in

sure

rs; 2

=EU

insur

ers;

3=no

n-EU

insu

rers

; 4=in

sura

nce h

olding

s; 5=

EU re

insur

ers;

6=no

n-EU

reins

urer

s; 7=

bank

s; 8=

asse

t man

agem

ent c

ompa

nies;

9=su

ndry

holdi

ngs;

10=p

rope

rty co

mpan

ies; 1

1=oth

er(3

) is th

e pro

duct

of the

perce

ntage

holdi

ngs r

elatin

g to a

ll the

comp

anies

that

may c

ome s

omew

here

alon

g the

chain

betw

een t

he co

mpan

y tha

t dra

ws up

the c

onso

lidate

d fina

ncial

state

ments

and t

he co

mpan

y in q

uesti

on.

(4) T

otal p

erce

ntage

of vo

tes av

ailab

le at

ordin

ary G

ener

al M

eetin

gs if

diffe

rent

from

the di

rect

or in

direc

t inve

stmen

t.

76

Deta

ils o

f unc

onso

lidat

ed in

vest

men

ts

Nam

eRe

gist

ered

offi

ceAc

tivity

(1)

Type

of

busin

ess

(2)

%di

rect

hol

ding

% tota

l pa

rticip

atin

g in

tere

st(3

)

%

vote

s ava

ilabl

e at o

rdin

ary

Gene

ral M

eetin

gs(4

)

Carry

ing

amou

nt

(€m)

Hotel

Villa

ggio

Città

del M

are S

pa in

liquid

ation

08

6Ita

lyTe

rrasin

i (Pa)

11

b49

.00%

Unipo

l Ass

icura

zioni

Spa

49.00

%0.0

Eure

sa H

olding

SA

092

Luxe

mbou

rgLu

xemb

ourg

City

4b

25.00

%Un

ipol A

ssicu

razio

ni Sp

a25

.00%

3.2As

sicoo

p Mod

ena &

Fer

rara

Spa

086

Italy

Mode

na11

b43

.75%

Small

part

Spa

43.75

%5.1

Assic

oop B

ologn

a Spa

086

Italy

Bolog

na

11b

40.21

%Sm

allpa

rt Sp

a40

.21%

2.6As

sicoo

p Sien

a Spa

086

Italy

Sien

a 11

b49

.00%

Small

part

Spa

49.00

%0.3

Fond

azion

e Unip

olis

086

Italy

Bolog

na11

a10

0.00%

Unipo

l Ass

icura

zioni

Spa

100.0

0%0.3

ZIS

Fier

a 2 -

Cons

orzio

086

Italy

Bolog

na11

b31

.72%

Midi

Srl

31.72

%0.3

Assic

oop I

mola

Spa

086

Italy

Imola

(Bo)

11b

47.33

%Sm

allpa

rt Sp

a47

.33%

2.0As

sicoo

p Fire

nze S

pa08

6Ita

lyFl

oren

ce11

b44

.00%

Small

part

Spa

44.00

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Pega

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31/3/

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208.6

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147.5

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79

Statement of the Manager in charge of financial reporting (pursuant to Article 154-bis of Legislative Decree 58/1998)

STATEMENT OF THE MANAGER IN CHARGE OF FINANCIAL REPORTING

Re: Unipol Gruppo Finanziario S.p.A.’s Interim Financial Report as at

and for the three months ended 31 March 2012 The undersigned Maurizio Castellina, Manager in charge of financial reporting at Unipol Gruppo Finanziario S.p.A.

HEREBY DECLARES pursuant to Article 154-bis, para. 2, of the ‘Consolidated Act on Financial Intermediation’ that the Interim Financial Report as at and for the three months ended 31 March 2012 is consistent with the accounting records, ledgers and documents. Bologna, 10 May 2012 The Manager in charge of financial reporting Maurizio Castellina (signed on the original)

83

Independent Auditors’ Report

Unipol Gruppo Finanziario S.p.A.

Registered and Head Officesvia Stalingrado, 4540128 Bologna

Share capital€2,699,066,917.47 fully paid-up

Bologna Company RegisterTax and VAT No. 00284160371R.E.A. No. 160304

Parent of the Unipol Insurance Groupentered in the Register of InsuranceGroups - No. 46

Unipol Gruppo Finanziario S.p.A.

Registered and Head Officesvia Stalingrado, 4540128 Bologna

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