Fondiaria-Sai S.p.A.: extraordinary and ordinary Shareholders' Meeting of March 19, 2012 resolutions

The Shareholders’ Meeting of FONDIARIA-SAI S.p.A. meeting today and chaired by Jonella Ligresti, approved - subject to authorisation by Isvap and in line with that outlined in the Directors’ Report to the Shareholders’ Meeting of January 29, 2012, to which reference should be made:

1. the cancelling of the indication of the nominal value of ordinary and savings shares of FONDIARIASAI, in accordance with Articles 2328 and 2346 of the civil code;
2. the carrying out of a reverse split, on a date to be set in agreement with Borsa Italiana S.p.A. and all other relevant authorities, on the ordinary and savings shares in circulation in the ratio of 1 new ordinary or savings share for every 100 respective ordinary and savings shares;
3. the approval of the issue by the Company of new savings shares (hereafter “Category B Shares”) with the same characteristics as the savings shares already in circulation (hereafter the “Category A Shares”) with the exception of:
   . the pre-emptive right, following that devolving to Category A shares, of capital repayment up to an amount per share equal to the average par value of shares in the same category, i.e. the ratio existing between the total amount of shares allocated on the subscription of the Category B Shares and the total number of Category B Shares existing (hereafter the “Category B Par Value”);
   . a preference dividend, following payment of Euro 6.50 devolving to Category A Shares, up to an amount of 6.5% of the par value of the Category B Shares;
   . a total dividend 5.2% greater than the ordinary shares of the value of the Category B shares;
   . the pre-emptive right, following that devolving to Category A Shares, to repayment of capital, in the case of the winding-up of the company, to an amount per share equal to the par value of the Category B Shares;
4. a divisible paid-in share capital increase for a total maximum amount of Euro 1,100,000,000.00, including any share premium, to be carried out by December 31, 2012, through a rights issue of ordinary shares and Category B shares, with full dividend rights, to be offered to holders of ordinary shares and Category A Shares, in accordance with Article 2441, first, second and third paragraphs of the civil code;
5. to amend the by-law provisions concerning the calling of the Shareholders’ Meeting for the approval of the Annual Financial Statements.

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