Meeting of Shareholders and Board of Directors

The ordinary and extraordinary Shareholders' Meetings of Unipol Gruppo Finanziario held today under the chairmanship of Pierluigi Stefanini:

• approved the 2009 Accounts, the contents of which were already known to the market;

• voted to distribute a dividend for the 2009 financial year, entirely in cash, of €0.0400 per ordinary share and €0.0452 per preference share. The total dividend for the shares in circulation amounted to €100.4m, with a payout of 77.9%. This dividend will be paid as from 27 May, with the coupon to be detached as from 24 May 2010;

• appointed the new Board of Directors for the years 2010 – 2011 – 2012, after having fixed the number of its members as 25.
  
  The following were appointed Directors: Francesco Berardini, Sergio Betti, Rocco Carannante, Pier Luigi Celli, Carlo Cimbri, Gilberto Coffari, Piero Collina, Sergio Costalli, Ernesto Dalle Rive, Jacques Forest, Vanes Galanti, Roger Iseli, Claudio Levorato, Ivan Malavasi, Massimo Masotti, Enrico Migliavacca, Pier Luigi Morara, Milo Pacchioni, Marco Pedroni, Giuseppe Politi, Pierluigi Stefanini, Francesco Vella, Marco Giuseppe Venturi, Luca Zaccherini and Mario Zucchelli
  
  These candidates were on the list submitted by the majority shareholder, Finsoe S.p.A. – Finanziaria dell’Economia Sociale S.p.A. ('Finsoe'), the only list submitted for today's Shareholders' Meeting.
  
  Of the directors elected, Messrs Sergio Betti, Rocco Carannante, Pier Luigi Celli, Roger Iseli, Ivan Malavasi, Massimo Masotti, Pier Luigi Morara, Francesco Vella and Luca Zaccherini declared that they fulfilled the requirements for independence as stipulated in Legislative Decree 58 of 24 February 1998;

• fixed the remuneration payable to these members of the Board of Directors and authorised the taking out of an insurance policy for the corporate bodies' third-party liability;

• elected the following as members of the Board of Statutory Auditors for 2010 – 2011 – 2012: Roberto Chiusoli (Chairman), Giorgio Picone and Domenico Livio Trombone, statutory auditors, and Carlo Cassamagnaghi and Cristiano Cerchiai, alternate auditors, and also fixed their remuneration.

• These candidates were on the list submitted by the majority shareholder, Finsoe S.p.A., the only list submitted for today's Shareholders' Meeting;

• authorised the Board of Directors, subject to the previous authorisation being revoked, to purchase and/or sell one or more tranches of own shares and/or shares in the holding company Finsoe for a period of 18 months as from the date of this motion and to confirm the level of the fund for the purchase of own shares to the current amount of €99,948,206 and the fund for the purchase of shares in the holding company by €45m. As at today's date neither Unipol Gruppo Finanziario nor its subsidiaries hold any own shares nor shares in the holding company Finsoe.

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