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Agreement between UniCredit and Premafin - Consob resolution

This is a follow-up to the joint statement released by UniCredit S.p.A. and Premafin Finanziaria S.p.A. - Holding di Partecipazioni on 22 March 2011, whose subject matter was the conclusion of an agreement functional to the carrying-out - by Fondiaria-SAI - of the already announced recapitalisation of the group controlled by it.


Today, following the request submitted by the companies concerned, Consob resolved that the operation would not entail the obligation to carry out a public purchase offer on the Fondiaria-SAI shares, pursuant to Article 106 of Italian Legislative Decree 58/98, in that the exemption provided for by Article 49, paragraph 1, let. b), no. 1, sub-par. iii, of Regulation 11971 on issuers would apply. The reasons for the decision will be communicated by Consob in a separate note.


The mentioned case of exemption applies to companies subject to supervision, in the presence of a recapitalisation carried out following requests made by a supervisory authority. In this regard, in the light of the results for the year 2010 already disclosed to the market, ISVAP asked Fondiaria-SAI, on 31 March 2011, to carry out the capital increase that the Shareholders' Meeting had assigned to the administrative body with resolution of last 26 January.  


In this regard, the Board of Directors of Fondiaria-SAI has already been convened tomorrow to carry out the aforementioned assignment.



Milan, 13 May 2011



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