Unipol Fondiaria SAI Integration Plan

Transcription

1 Unipol Fondiaria SAI Integration Plan UBS Italian Financial Services Conference 2013 Milan, 17 January 2013

2 Context This document, drawn up jointly by the management of Unipol Group companies and FonSAI, also with the support of a leading independent industrial Advisor, appointed by the companies, presents the industrial guidelines and the economic-financial targets of the Joint Plan (hereinafter referred to as the Joint Plan ). This document represents an updated version of the presentation disclosed to the financial community on 22 June 2012 on the integration project between the Unipol Group and the FonSAI Group and modified according to: the update of the underlying insurance market scenario the homogenization of the assumptions underlying the economic projections of the single companies the actual figures as at 30 September 2012 of Unipol Group and FonSAI the outcome of the activities carried out by the integration task forces from August to December 2012 Source: Unipol 2

3 Disclaimer The projected economic financial data of the Business Plan do not take into account: the contingent adjustments due to the homogenization of the accounting standards and of the assessment methods used to evaluate the companies included in the merger the accounting, as of the date of the merger, of the acquired assets and liabilities related to the accounting of corporate aggregation resulting from the merger, provided by the IFRS 3 seeing as the necessary information for these assessments, deriving also from evaluations of external advisors, are not currently available. The difference between the acquisition price and the net accounting value of the stake of shareholders equity, object of the acquisition, has been, then, provisionally included among the Intangible Assets (Goodwill) according to the 45 th paragraph of IFRS 3. As a result, the final accounting of the corporate aggregation according to IFRS 3 and the activity of homogenization of accounting standards, may bring to variations, also substantially, with reference to what is provisionally estimated at present and, as a consequence, may have a relevant impact on the economic and financial results of the Business Plan. Finally, the document contains information concerning the closing simulations for 2012 that reflect information available at present, but that may considerably vary, given the necessary verifications that have already started and that will be complete for the compilation of the 2012 financial statement, but whose effects are not predictable at present. 3

4 Agenda page Update on the transaction progress 4 Launch of integration task forces and synergies update 12 Economic and financial targets 15 UnipolSai Unipol Gruppo Finanziario Annexes: Unipol Group and Fondiaria-SAI Group Consolidated results as at 30 September

5 Transaction timeline 20 December 2012 BoDs approval of the merger and the exchange ratios April/May 2013 Shareholders meetings for merger approval Second half 2013 Merger becoming effective with statutory and fiscal effects from the 1 st of January 2013* * The merger operation is subject to the approval of the Authorities in charge and to the subsequent approval by the respective Shareholders Meetings. Source: Unipol 5

6 Present Shareholding Structure 80.9% UGF* 67.7% Premafin* 100% Unipol Assicurazioni 32.3% Unipol Banca Fondiaria-Sai* 37% 4.9% 100% Linear Assicurazioni 61.1% 100% Linear Life Milano Assicurazioni* 98.5% Unisalute 63.4% Arca Vita 100% 94.7% a) 50% b) 100% Ddor (Serbia) Siat Popolare Vita Banca Sai Other Bancass. Real Estate Other c) 99.9% 100% Companies included in the merger plan * Listed companies Dialogo Liguria a) Indirectly held through Sai Holding b) Indirectly held through Sai Holding for 25.6% c) AtaHotel, SAI Agricola, Clinics and Pronto Assistance 6

7 Previous and Target Structure Previous structure Key steps Target structure: merger by year end Listed Listed Listed Unipol Assicurazioni UGF Premafin FonSAI Linear Unip Banca Other equity stakes Other equity stakes Acquisition of Premafin by UGF Through a capital increase reserved to UGF Premafin debt restructuring (~ 368m): 166m due date extended to 2018, spread reduction 202m mandatory convertible maturing in 2015 (o/w 67.5m subscribed by Unipol) Capital increases UGF: ~ 1.1bn Fondiaria-Sai: ~ 1.1bn Unipol Ass.ni: ~ 600m* 1 2 Listed 63% Ord. shares Listed FonSAI UGF UnipolSai Unipol Assicurazioni Premafin Milano Linear Unisalute Unipol Banca Arca Other 4 Listed Milano Other equity stakes Merger by incorporation of Unipol Assicurazioni, Premafin and Milano Assicurazioni in FonSAI. UGF remains the parent company * Not yet executed Source: Unipol 7

8 UnipolSai target shareholding structure Communicated in June 2012 Board decision of 20/12/2012 (pro forma) Premafin 0.85% 10.70% Milano Premafin 0.85% 10.69% Milano Ordinary shares (on equal terms with respect to June) UGF 61.00% 27,45% 27.45% Fondiaria UGF 61.00% 27.46% Fondiaria Total shares Final structure Post During the capital increase purchase/subscription by UGF of the 4.9% of FonSAI ordinary shares and the 74.8% of the FonSAI savings shares B Definition of exchange ratios 1 Milano savings shares / FonSAI savings shares UGF Ex Premafin Ex Fonsai Ex Milano Total % ord. shares 63.00% 0.85% 25.46% 10.69% % % savings shares A % % % savings shares B 63.79% 21.51% 14.70% % % of total capital 63.09% 0.73% 24.92% 11.26% % 1. Ordinary shares - Based on the valuation methods used, the following assumptions were made for exchange ratios: Fondiaria-SAI ordinary shares for each Premafin share; Fondiaria-SAI ordinary shares for each Milano Assicurazioni share; Fondiaria-SAI ordinary shares for each Unipol Assicurazioni share. Milano savings shares: Milano's shareholders will be offered Fondiaria SAI savings shares B according to the following ratio: newly issued Fondiaria-SAI savings shares B for each Milano Assicurazioni savings share. Source: Unipol 8

9 UGF Top Management Organization Chart AUDIT A. Alessandri BOARD OF DIRECTORS CHAIRMAN P. Stefanini RISK MANAGEMENT R. Avesani CEO and GENERAL MANAGER COMPLIANCE AND ANTI-LAUNDERING M. Vidale C. Cimbri* CORPORATE IDENTITY A. Federici INSTITUTIONAL AND MEDIA RELATIONS S. Genovese HUMAN RESOURCES AND ORGANIZATION AREA GENERAL MANAGER G. Santella* CORPORATE LEGAL AFFAIRS AND SHAREHOLDINGS AREA GENERAL MANAGER R. Giay* FINANCE AREA GENERAL MANAGER M. Laterza* ADMINISTRATION AND OPERATIONS AREA GENERAL MANAGER M. Castellina* PLANNING, REAL ESTATE AND OTHER BUSINESSES AREA GENERAL MANAGER G. Santi* IT SERVICES MANAGER M. Bocca 9 * Management Committee members

10 FONDIARIA-SAI Top Management Organization Chart AUDIT A. Alessandri BOARD OF DIRECTORS CHAIRMAN F. Cerchiai RISK MANAGEMENT R. Avesani CEO C. Cimbri COMPLIANCE AND ANTI-LAUNDERING M. Vidale PLANNING, REAL ESTATE AND OTHER BUSINESSES G. Santi CORPORATE LEGAL AFFAIRS AND SHAREHOLDINGS R. Giay HUMAN RESOURCES AND ORGANISATION G. Santella ADMINISTRATION AND OPERATIONS M. Castellina GROUP INSURANCE BUSINESS COORDINATION F. Ellena INSURANCE GENERAL MANAGEMENT E. Erbetta LIFE BUSINESS AND FINANCE M. Laterza NON-LIFE BUSINESS AND SALES NETWORK E. Rigamonti BROKER AND OTHER CHANNELS interim Erbetta LIFE BUSINESS L. Rinaldi FINANCE R. Baudi 10

11 Confirmed the previous hypothesis of impact related to the Antitrust disposal Hypothesis of Antitrust disposal Hypothesis of impact on Unipol Gruppo Finanziario business plan Assets disposal Hypothesis to divest a business unit/ company of the New Group, for a total amount of 1.7bn of GWP Mainly Motor TPL Currently pending an appeal to the TAR 1 aimed at re-evaluating part of the Antitrust prescriptions Assumed disposals: ~ 2.8bn of P&C technical reserves ~ 2.7bn in the previous plan ~ 1.2bn of Life reserves ~ 1.3bn in the previous plan Part of respective operating costs Credit/debts of insurance nature Potential capital gains from assets divestiture prudentially not reflected in the business plan Equity stakes and debt Sales of equity stakes within the Plan Generali already sold Mediobanca (3.83% stake) Reduction of subordinated debts towards Mediobanca from 1.45bn to 1.1bn 250m to be paid back Disposal of 100m debt included in the business unit which is to be sold 1. Administrative Court Source: Unipol 11

12 Agenda page Update on the transaction progress 4 Launch of integration task forces and synergies update 12 Economic and financial targets 15 UnipolSai Unipol Gruppo Finanziario Annexes: Unipol Group and Fondiaria-SAI Group Consolidated results as at 30 September

13 The output of the integration task forces (I): Masterplan of the integration process Jan 2013 Jan 2014 Jan 2015 Jan 2016 July 2012 June 2013 June 2014 June 2015 Priority initiatives Detailed work plan Creation of a common governance Launch of top priority initiatives Definition of the three-year-plan projects Integration Launch of the three-year-plan projects Merger completion Integration of central functions and convergence of business structures Three-year Business Plan Operative convergence of business models Convergence of: IT platforms Operating processes Products Today Steady state full merger implementation Roll out of target business model Level of integration Source: Unipol The execution of the Business Plan will lead to the full merger of Unipol Assicurazioni, Fondiaria SAI and Milano Assicurazioni 13

14 The output of the integration task forces (II): ~ 350m of synergies in 2015 enabled by the consolidation Yearly integration synergies, at steady state (Impact on 2015 pre-tax profit, m) Target on operating costs in line with other transactions (% reduction of post merger combined entity costs) M ~69 ~ m in the previous Plan 1 29% 2 24% ~ % 4 17% ~180 Unipol SAI 5 17% 17% 6 14% 7 11% 8 11% 9 10% 10 9% Italian Transactions International Transactions Average: ~16% Operating costs P&C UW and Claims Productivity and ALM 1 Total % Cost Reduction 1. Asset & Liability Management Source: Unipol analysis, analysts reports, press announcements\ One-off integration costs, cumulative , equal to ~ 302m (~ 228m in the previous Plan) 14

15 Agenda page Update on the transaction progress 4 Launch of integration task forces and synergies update 12 Economic and financial targets 15 UnipolSai Unipol Gruppo Finanziario Annexes: Unipol Group and Fondiaria-SAI Group Consolidated results as at 30 September

16 Main changes in the insurance market scenario: decrease in premium income Evolution of market P&C GWP 3 rd Quarter 2012 Evolution of market Life GWP 3 rd Quarter 2012 Values in bn Values in bn % % Full year 3rd Quarter Source: ISVAP data, ANIA estimate for 2012 data 16

17 More conservative market scenario compared to the Plan presented last June to the financial community Italian GDP projections Italian P&C GWP ( bn) Real GDP change 2% 1,3% 0,5% 0% 0,8% 0,7% 36 44% +1.4% 36 43% +0,8% 37 44% Non Motor CAGR '11-'15 New projection 1.1% June % -0,8% -2% -4% -2,4% June '12 projection New projection 56% 57% 56% Motor 0.5% 1.6% 10 A 11 A 12E 13E 14E 15E E Inflation rate Italian Life GWP ( bn) CAGR '11-'15 4% 3% 2% 1,6% 2,9% 3,2% 2,0% 1,9% 2,1% 97 29% 14% -16.2% 81 36% 15% 2.0% 88 37% 14% Other Tied agents New projection June % 4.3% 0.9% 3.8% 1% 0% June '12 projection New projection 56% 50% 49% Bancass. 1.4% 5.6% 10 A 11 A 12E 13E 14E 15E Source: Unipol Management forecast based on IMF forecast and other primary sources '10 '11 '15E 17

18 Agenda page Update on the transaction progress 4 Launch of integration task forces and synergies update 12 Economic and financial targets 15 UnipolSai Unipol Gruppo Finanziario Annexes: Unipol Group and Fondiaria-SAI Group Consolidated results as at 30 September

19 UnipolSai 814m of net profit in 2015 P&L key indicators 2011 Combined 2015 Previous Plan 2015 Joint Plan Delta Joint Previous Plan GWP ( bn) (0.6) Gross combined ratio 1 (%) 104.8% 93.0% 93.0% - Net combined ratio 2 (%) 106.6% 94.0% 94.3% +0.3 P&C Net technical result ( m) (65) Investment yield 3 <0 3.8% 4.2% +40 bps Technical reserves ( bn) (1.1) Gross profit 4 ( bn) (24) GWP ( bn) Life Gross profit/reserves (bps) Life reserves ( bn) < bps (1.4) Gross profit ( m) Total 5 Net profit ( m) -1, (7) Equity 6 ( bn) ROTE 7 n.a. 20.8% 16.9% Solvency I 8 n.s. 168% ~180% Dividend payout 0 ~60-80% ~60-80% 1. CoR direct business (including OTI). 2. Including reinsurance. 3. Total income, excluding RE investments. 4.Including IAS adjustments and intercompany adjustments. 5. Including RE and other businesses. Pro quota of the Bank s result. 6. Pre-minorities. 7.Return on Tangible Equity (net profit on pre-minorities equity excluding goodwill). 8. After 600m capital increase of UGF in Unipol Assicurazioni, post ISVAP Regulation Note: Assumed average tax rate: ~35%; combined entity figures include transaction effects on the balance sheet Source: Unipol 19

20 UnipolSai P&C Evolution of P&C premiums Evolution of P&C GWP Basis of consolidation: UnipolSai Main differences vs previous Plan bn 9.5bn in the previous plan % 62% Motor Motor: lower market growth (0.5% vs 1.6% CAGR ) more conservative assumptions on the evolution of vehicle registrations in Italy 35% 38% Non Motor Non Motor: slight contraction of the growth forecasts (1.1% vs 1.5% CAGR ) deepening of the macro-economic crisis in (-2.4% of GDP in 2012, -0.8% in 2013) after assets disposal Source: Unipol 20

21 UnipolSai P&C Claims Ratio evolution Claims ratio 1 (%) Basis of consolidation: UnipolSai Main differences vs previous Plan p.p. Motor % in the previous Plan Claims frequency: better 2012 starting point in comparison to the initial forecast Expected slow recovery of claims frequency within the three-year Plan 2015 values slightly lower than in the previous Plan p.p. Non Motor % in the previous Plan Substantially in line with the previous Plan Cost of claims of current generation and cost of claims of previous generations on earned premiums Source: Unipol 21

22 UnipolSai P&C Evolution of profitability Previous Plan Joint Plan Total Loss Ratio (%) pp pp 67.6 ~ 900m reserve strengthening on previous years claims cumulated in the period (vs. 500m in the previous plan) Current Loss ratio (%) +69,4-1.2 pp pp 67.3 Expense ratio 1 (%) pp pp Expense Ratio increase due to: lower premiums in current forecast (higher weight of fixed costs) review of FonSAI cost allocation 1. Including OTI Source: Unipol 22

23 UnipolSai Life Evolution of Life premiums Evolution of Life premiums Main differences vs previous Plan bn 6.5bn in the previous plan % ( 3.3bn) 51% ( 3.4bn) Traditional tied agents 4bn in the previous plan Agency channel: contraction in the growth forecasts compared with the previous plan 0.9% vs 3.8% CAGR significant decline in 2012 APE ( m) 42% ( 2.3bn) % ( 3.3bn) 2015 after assets disposal 743 Bancassurance 2.5bn in the previous plan Banking channel: Popolare Vita new Business Plan Source: Unipol 23

24 Balance sheet soundness of UnipolSai Solvency margin 2015 forecast comparison with previous plan Evolution of Solvency ratio Main differences vs Previous Plan Solvency I 1, ~ 180% 168% Increase in Solvency ratio due to: changes in AFS in the previous plan, scenario based on ~500 bps of spread Italian govies Bund revaluation of AFS reserve based on the market data on 30 September (~365 bps spread Italian govies-bund) lower risks (~ 0.6bn of lower premiums) 0 Previous Plan Joint Plan 1. Post ISVAP Regulation 43 Note: including changes in subordinated liabilities, capital and reserves and other adjustments Source: Unipol 24

25 Key highlights of the UnipolSai Joint Plan Financial and capital strength to support the Business Plan implementation Capital strengthening with the merger thanks to Unipol Assicurazioni excess capital (~ 1.3bn) A turnaround and consolidation operation between insurance companies with low execution risk ~ 350m of synergies Focus on industrial management and on technical and operating excellence 93% CoR A new leader, with stronger profitability and financial soundness 814m net income Solvency I ~1.8x Source: Unipol 25

26 Agenda page Update on the transaction progress 4 Launch of integration task forces and synergies update 12 Economic and financial targets 15 UnipolSai Unipol Gruppo Finanziario Annexes: Unipol Group and Fondiaria-SAI Group Consolidated results as at 30 September

27 Unipol Gruppo Finanziario: 2015 key financial targets and comparison with previous targets P&L key indicators 2011 Combined 2015 Previous Plan 2015 Joint Plan Delta target P&C GWP ( bn) Combined ratio 1 (%) Net technical result 2 ( m) Investment yield 3 Technical reserves ( bn) Gross profit 3 ( m) % -699 n.d % % % % bps Life GWP ( bn) Gross profit/reserves (bps) Life reserves ( bn) Gross profit ( m) bps Total 4 Net Profit ( m) Equity 5 ( bn) ROTE 6 (%) Solvency I 7 Dividend payout 5.4 n.s. n.s % 169% ~60-80% % ~180% ~60-80% 1. CoR direct business (including OTI) 2. Including reinsurance. The technical result is net of reinsurance. 3. Total income. Excluding RE investments. 4. Including IAS adjustments and intercompany adjustments 5. Pre-minorities 6. Return on Tangible Equity (net profit on pre-minorities equity excluding goodwill) 7. Post ISVAP Regulations. Note: Assumed average tax rate ~35%; combined entity figures include transaction effects on the balance sheet Source: Unipol 27

28 Unipol Gruppo Finanziario: Unipol Banca and Banca SAI Combined figures of Gruppo Unipol Banca and Banca SAI Main differences vs. previous plan Gross Operating income ( m) Net profit ( m) (9) 1 68m 50 previous plan C/I (%) 79,4 62,4 Cost of risk (bps) ~72 ~65 ~ 50m previous plan Net interest income slight reduction driven by lower interest rate environment Cost of risk including guaranteed fund (bps) ~ 121 ~89 Operating costs reduction owing to the decrease in administrative costs related to network rationalization Funding gap ( m) Loans ( bn) Increased credit provisions in line with worsening macro-economic scenario Tier 1 (%) 8.5% 8.5% ROE (%) n.s. 4.9% 1. Excluding goodwil depreciation. Unipol Banca net profit equal to ~+ 1m, Banca SAI net profit equal to - 9.9m Source: Unipol 28

29 Unipol Gruppo Finanziario: Key targets for Linear, UniSalute and Arca IAS values m Linear UniSalute Arca + 63 P&C Earned premiums Life Market share 12 1 % % % Expected results in line with previous Plan 1. Direct market 2. Health business line 3. Life bancassurance market Source: Unipol 29

30 Unipol Gruppo Finanziario: Investments Nuova UGF combined Life and P&C business, including financial investments and real estate assets Investments 2015 Investments Joint plan Investments 2015 Previous plan Portfolio ( bn) Portfolio ( bn) Bond 87.5% 78.4% 82.4% 84.0% Bond 83.9% Equity Liquidity Real Estate 5.0% 4.8% 2.7% 5.1% 4.8% 11.8% 5.1% 3.8% 8.7% 3.5% 4.3% 8.2% Equity Liquidity Real Estate 3.0% 5.4% 7.8% Unipol Gruppo Finanziario FonSAI Combined Entity Unipol Gruppo Finanziario Unipol Gruppo Finanziario preliminary estimates, including financial investments (excluding Life class D investments) and UGF combined P&C and Life insurance business and all the real estate assets (including JV) Source: Unipol 30

31 ANNEXES Unipol Group and Fondiaria-SAI Group Consolidated Results as at 30 September

32 Annexes: Unipol Group and Fondiaria-SAI Group Consolidated Results as at 30 September 2012 Unipol Group results page AGENDA Consolidated result Insurance business Non-Life insurance business Life insurance business Banking business Investment management Capital and Solvency Fondiaria-SAI Group results 55

33 m Unipol Group stand-alone and Premafin Group: Consolidated income statement by business sector 9M11 9M12 Unipol Group stand-alone result Non-Life business Life business Banking business RE Holding/ Other busin./ Cons. adj. Cons. net result Non-Life business Life business Banking business RE Holding/ Other busin./ Cons. adj. Cons. net result Premafin/ Fondiaria SAI Group result Non-Life business Life business RE Holding and other businesses* Cons. net result Non-Life business Life business * for the Premafin/Fondiaria SAI Group the Holding and other businesses sector includes the Banking business as well RE Holding and other businesses* Cons. net result 33

34 Unipol Group 9M12 Consolidated Result m Non-Life business Life business Banking business RE Holding/ Other Businesses/ Cons. Adj. Cons. net result Unipol Group 9M12 stand-alone result Premafin/Fondiaria-SAI Group 3Q12 result Consolidation adjustments Unipol Group reported result

35 Annexes: Unipol Group and Fondiaria-SAI Group Consolidated Results as at 30 September 2012 AGENDA Unipol Group results Consolidated result Insurance business Non-Life insurance business Life insurance business Banking business Investment management Capital and Solvency page Fondiaria-SAI Group results 55

36 m UNIPOL GROUP STAND-ALONE Non-Life Business Direct premium income 3,071 3,004 1,178 1, % - 1.0% 17.9% MV Accident/Health 1,893 1, % 61.2% 9.3% 7.2% Fire/Property General TPL 9M11 MV Non-MV 9M12 4.4% Other Income by Company Income by channel % on total Unipol Ass.ni 2, % Agencies 2, % 82.9% Unisalute Linear Arca % % % - 1.3% (excl Arca, which dismissed the Agency portfolio) Head Office and Brokers Direct channel Banking outlets % % - 1.4% 8.9% 5.5% 2.8% 36

37 UNIPOL GROUP STAND-ALONE Non-Life business Combined Ratio (direct business) Combined ratio 98.1% 94.2% net of reinsurance Expense ratio 15.7% 6.8% 22.5% 95.5% 15.8% 6.5% 22.3% 95.5% 15.7% 7.9% 23.6% Loss ratio 75.6% 3.0% impact of Emilia earthquake 73.2% 72.0% 9M11 FY11 9M12 commissions/premiuns other operating expenses/premiums Expense ratio Loss ratio 37

38 UNIPOL GROUP STAND-ALONE Non-Life business Focus on MV TPL* 9M12 MV TPL indicators Var. vs 9M11 Var. vs FY11 Portfolio (no. of policies) -2.1% -1.1% Portfolio average premium No. of claims reported (followed up passive claims) Claims settlement speed (current year managed claims) +1.4% -15.3% -1.0 p.p. +0.9% n.s. n.s. Frequency -1.0 p.p p.p. * figures relating to Unipol Assicurazioni 38

39 Annexes: Unipol Group and Fondiaria-SAI Group Consolidated Results as at 30 September 2012 AGENDA Unipol Group results Consolidated result Insurance business Non-Life insurance business Life insurance business Banking business Investment management Capital and Solvency page Fondiaria-SAI Group results 55

40 UNIPOL GROUP STAND-ALONE Life business Direct insurance income m m +4.7% * Index/Unit Linked 70 (-43.8%) 8.4% 3.7% Capitalization 162 (-33.3%) 1,832 1, % 40.1% Pension Funds 770 (+140.8%) 9M11 9M12 Traditional 916 (-20.0%) Income by Company Income by channel Unipol Ass.ni 1, %* Group channels 1, % Arca Linear Life n.s % Third party channels % (*) the quarter trend is affected by two new Guaranteed Closed Funds (Class VI) included in Unipol Assicurazioni as from July for about 411m. 40

41 UNIPOL GROUP STAND-ALONE Life business APE m +7.7% +15.1% % M11 9M12 UNIPOL ASS.NI (100%) 9M11 9M12 9M11 9M12 ARCA VITA (100%) UNIPOL GROUP PRO-QUOTA 41

42 Annexes: Unipol Group and Fondiaria-SAI Group Consolidated Results as at 30 September 2012 Unipol Group results page AGENDA Consolidated result Insurance business Non-Life insurance business Life insurance business Banking business Investment management Capital and Solvency Fondiaria-SAI Group results 55

43 UNIPOL GROUP STAND-ALONE Banking Group Consolidated financial highlights m mln Direct deposits a third parties Unipol Group securitisation bn mld Indirect deposits b funds under custody AUM 9,356 9, % % 1,302 1, % % ,599 7, % FY11 9M12 FY11 9M12 m mln Lending 2,759 2,648 7,266 7,406 FY11 customers securitised 10,026 10, % 9M12 GAP DEP./LOANS % +1.9% a excl. deposits from ECB and collateralised deposits (Repos) with CCG b incl. deposits from Group companies, insurance sector net bad and doubtful loans/ loans net non-performing loans /loans bad and doubtful loans coverage ratio d non-performing loans coverage ratio d Lending indicators c FY11 4.3% 12.1% 45.5% 25.8% 9M12 5.6% 14.9% 41.6% 24.6% c reclassified management figures d after loans object of the reimbursement agreement with the Holding company 43

44 UNIPOL GROUP STAND-ALONE Banking Group Consolidated economic highlights m Gross operating income Cost/Income Ratio interest income non-interest income % % 77.1% 73.5% % 9M11 9M12 9M11 9M12 Consolidated result margine d'interesse margine da servizi Other indicators pre-tax after tax ,8% 14 Core Tier 1 ratio FY11 8.2% 9M12 8.3% % Total capital ratio 14.3% 14.3% 9M11 9M12 44

45 Annexes: Unipol Group and Fondiaria-SAI Group Consolidated Results as at 30 September 2012 Unipol Group results page AGENDA Consolidated result Insurance business Non-Life insurance business Life insurance business Banking business Investment management Capital and Solvency Fondiaria-SAI Group results 55

46 bn UNIPOL GROUP STAND-ALONE Asset allocation cash 1.4 (7.4%) Breakdown by asset equity and funds 1.2 (6.6%) bonds 16.2 ( 86.0%) 9M11 TOT. 18.8bn* Breakdown by accounting category Held To Maturity : 1.6 ( 8.6 %) Fair Value 0.4 ( 2.2%) L&R 3.4 (18.2%) Cash 1.4 (7.4%) Available For Sale 12.1 (63.6%) cash 0.8 (4.3%) Breakdown by asset equity and funds 1.2 (6.0%) 9M12 TOT. 19.8bn* +5.2% Breakdown by accounting category Held to Maturity 1.6 (8.0%) Fair Value 0.4 (2.2%) L&R 3.7 ( 18.5%) Cash 0.8 (4.3%) bonds 17.8 ( 89.7%) Available For Sale 13.3 (67.0%) *insurance investments managed by the Unipol Group, mark-to-market, excluding Class D and Unipol Banca bonds (intercompany). 46

47 UNIPOL GROUP STAND-ALONE 9M12 Bond portfolio bn Breakdown by rating Total 17.8bn* Breakdown by rate indexing from BBB- to BBB+ : 73% NR or below BBB-: 7% floating rate 29% above or equal to A+: 9% from A to A-:11% fixed rate 71% Breakdown by business area UGF SpA 3% Non-Life 31% Life 66% *insurance investments managed by the Unipol Group, mark-to-market, excluding Class D and Unipol Banca bonds (intercompany). 47

48 UNIPOL GROUP STAND-ALONE Bond portfolio Breakdown by issuer Total: 17.8bn* Spain Ireland Portugal Greece 5.1% Government 65% Italy 56.2% Other 3.8% Corporate 2% Financials 33% Financials Corporate Government m Gross figures before segr. accounts and taxes EURO GOVERNMENT BONDS FOCUS ON SOME COUNTRIES FY11 MtoM % tot Ptf 1H12 MtoM % tot Ptf 9M12 MtoM % tot Ptf Portugal % % % Ireland % % % Greece % 3 0.0% 4 0.0% Spain % % % Total 1, % % % Italy 7, % 8, % 9, % Net figures after segr. accounts and taxes (**) Portugal Ireland Greece Spain Total Italy 1,692 2,125 2,567 *insurance investments managed by the Unipol Group, mark-to-market, excluding Class D and Unipol Banca bonds (intercompany). **tax rate applied: 34.32% 48

49 UNIPOL GROUP STAND-ALONE Structured securities portfolio m 31/12/ /06/ /09/2012 MtoM IAS book value gain/ loss MtoM IAS book value gain/ loss MtoM IAS book value gain/ loss LIGHT structured securities (floating rate securities with cap/floor as sole option) 1,853 2, ,991 2, ,072 2, LIBOR linked securities with cap/floor CMS linked securities with cap/floor 1,046 1, ,158 1, ,220 1, Inflation linked securities with cap/floor NON-LIGHT structured securities 794 1, , Securities with RATES linked pay-off Securities with CREDIT risk linked pay-off Securities with pay-off linked to STOCKS/INDEXES or DIVIDENDS Total structured securities 2,648 3, ,821 3, ,924 3, OTHER SECURITIES (noticed to ISVAP under item structured securities) 1,992 2, ,888 2, ,908 1, Plain vanilla callable securities 1,504 1, ,371 1, ,390 1, Securities with coupon flows linked to Government bond funds Total 4,639 5,812-1,173 4,709 5, ,832 5, Area: Class C Group insurance portfolios 49

50 UNIPOL GROUP STAND-ALONE Income from financial investments* m 9M coupons and dividends gains fair value through P&L total income Yield % 4.15% 0.24% -0.74% 3.64% 9M coupons and dividends gains fair value through P&L total income Yield % 4.09% 0.21% -0.04% 4.27% *insurance segment, Class D excluded 50

51 UNIPOL GROUP STAND-ALONE Income from financial investments* by business sector 9M12 m NON-LIFE coupons and dividends gains fair value through P&L total income Yield % 3.62% 0.07% -0.16% 3.53% LIFE Yield % coupons and dividends gains fair value through P&L total income 4.40% 0.26% 0.04% 4.69% HOLDING Yield % coupons and dividends gains fair value through P&L total income 2.70% 0.59% -0.29% 3.00% *insurance segment, Class D excluded 51

52 Annexes: Unipol Group and Fondiaria-SAI Group Consolidated Results as at 30 September 2012 Unipol Group results page AGENDA Consolidated result Insurance business Non-Life insurance business Life insurance business Banking business Investment management Capital and Solvency Fondiaria-SAI Group results 55

53 UNIPOL GROUP STAND-ALONE Available For Sale reserve trend* m equities bonds FY10 FY11 1H12 9M12-517m on 12 November % - 8 2% % % Total , Italy GIPS Other Corporate * break-up based on in-house estimate 53

54 Unipol Group Solvency I bn , Available Capital UGF 30/06/12 Premafin Group 30/06/12 UGF cap. incr. + Fonsai minorities UGF Pro-forma 30/06/12 Delta AFS Delta Isvap ruling 43 3Q net result Other adjustments UGF 30/09/ Solvency requirements 2, UGF 30/06/12 Premafin Group 30/06/12 UGF Pro-forma 30/06/12 Banking business Non-Life business Life business UGF 30/09/12 Solvency I ratio 1.6x 0.7x 1.5x 1.6x Combined Entity Solvency : management estimate calculated on the provisional values attributed to the acquisition of the Premafin Group and to the solvency margin as required to the Premafin Group on 31/12/

55 page AGENDA Unipol Group results Fondiaria-SAI Group results Consolidated result Insurance business Non-Life insurance business Life insurance business Investment management Capital and Solvency

56 m FONDIARIA-SAI GROUP Consolidated income statement by business sector 9M11 9M Non-Life Business Life Business RE Other Businesses Consolidated Net Result Non-Life Business Life Business RE Other Businesses Consolidated Net Result 56

57 Annexes: Unipol Group and Fondiaria-SAI Group Consolidated Results as at 30 September 2012 page AGENDA Unipol Group results Fondiaria-SAI Group results Consolidated result Insurance business Non-Life insurance business Life insurance business Investment management Capital and Solvency

58 FONDIARIA-SAI GROUP Non-Life business Direct premium income* Consolidated figures m 5, % 4,700 MV 1,620 1, % 8.5% Accident/Health 68.1% 11.3% Fire/Property 3,464 3, % 6.7% General TPL 9M11 MV 9M12 Non - MV 5.4% Other Income by Company Var. % vs previous year Income by channel ** Var. % vs previous year FondiariaSAI 2, % Agencies 4, % Milano Ass.ni 1, % Liguria Ass.ni % Head Office /Brokers % SIAT Other companies % -25.3% Direct channel /Other % *gross written premiums from direct business ** management figures adjusted by channel on the basis of premiums received 58

59 FONDIARIA-SAI GROUP Non-Life business Combined ratio (direct business) Combined ratio * O.T.I. Operating CoR Expense ratio 103.8% 2.8% 101.0% 15.8% 7.2% 23.0% 110.4% 2.5% 107.9% 15.8% 6.7% 22.5% 99.3% 4.2% 95.1% 15.7% 6.8% 22.6% 101.6% 3.1% 98.5% 15.7% 7.2% 23.0% Loss ratio 78.0% 85.4% 72.6% 75.5% approx. 2.2% impact of Emilia earthquake 9M11 FY11 1H12 9M12 FondiariaSAI * Milano Assicurazioni * 102.8% 109.9% 98.5% 99.9% 105.1% 112.7% 99.0% 101.7% * indicators calculated on IAS/IFRS-compliant figures 59

60 GRUPPO FONDIARIA-SAI Non-Life business Focus on MV TPL* 9M12 MV TPL Indicators Portfolio (no. of policies) Var. vs 9M11-6.4% Var. vs FY11-3.6% Portfolio average premium No. of claims reported (followed up passive claims) Claims settlement speed (current year managed claims) +1.9% -15.5% +1.7 p.p. +0.7% n.s. n.s. Frequency -0.8 p.p p.p. * figures relating to Fondiaria-SAI 60

61 Annexes: Unipol Group and Fondiaria-SAI Group Consolidated Results as at 30 September 2012 page AGENDA Unipol Group results Fondiaria-SAI Group results Consolidated result Insurance business Non-Life insurance business Life insurance business Investment management Capital and Solvency

62 FONDIARIA-SAI GROUP Life business Direct insurance income m % Index / Unit linked 795 ( %) 31.2% 3,279 9M11 2,549 9M12 Traditional 1,540 (+53.7%) 60.4% 7.4% 0.9% Capitalization 189 (-16.2%) Pension funds 24 (-11.7%) Income by Company Income by channel Var. % vs previous year Var. % vs previous year FondiariaSAI % Agencies % Milano Ass.ni PopVita + LawLife Other Companies , % -23.3% -43.6% Bancassurance Head Office and Other 279 1, % -10.1% 62

63 FONDIARIA-SAI GROUP Life business APE * m % % % % % M11 9M12 9M11 9M12 9M11 9M12 9M11 9M12 9M11 9M12 FondiariaSAI Milano Assicurazioni Pop.Vita + Lawrence Life Other Companies FondiariaSAI Group pro-quota * calculated using UGF method 63

64 page AGENDA Unipol Group results Fondiaria-SAI Group results Consolidated result Insurance business Non-Life insurance business Life insurance business Investment management Capital and Solvency

65 FONDIARIA-SAI GROUP Asset allocation m 9M11 Breakdown by asset Total 22.4bn* Breakdown by accounting category bonds 19,715.8 (88%) equity and funds 1,982.3 (9%) AFS 18,760.3 (84%) FVTPL (0%) HTM (3%) cash (3%) L&R 2,190.3 (10%) bonds 21,188.6 (89%) Breakdown by asset equity and funds 1,606.1 (7%) cash (4%) 9M12 Total 23.8bn* Cash (3%) Breakdown by accounting category AFS 19,567.4 (82%) FVTPL (1%) L&R 2,355.7 (10%) Cash (4%) HTM (3%),, * insuance investments, mark-to-market, excluding class D, DDOR, Lawrence life, subsidiaries, associates and JV investments and direct RE investments. 65

66 FONDIARIA-SAI GROUP Bond portfolio m Total 21.2bn* from BBBto BBB+: 84% Breakdown by rating NR or below BBB-: 1% funds 1% Breakdown by rate indexing Floating rate 16% above or equal to A+: 8% Funds 1% from A to A-: 6% Fixed rate 83% Breakdown by business area Life 72% Non-Life 28% * insurance investments, mark-to-market, excluding class D, DDOR and Lawrence Life 66

67 FONDIARIA-SAI GROUP Bond portfolio Breakdown by issuer Total 21.2bn* Government 81% Spain Ireland Portugal Greece 0% Other 6% Financials 9% Corporate 9% m EURO GOVERNMENT BONDS FOCUS ON SOME COUNTRIES 31/12/ /09/2012 Gross figures % tot % tot before segr. accounts and taxes MtoM bond ptf. MtoM bond ptf Portugal 3 0.0% 4 0.0% Ireland % % Greece % 0 0.0% Spain % % Total Italy 12,895 15,847 Italy 75% Funds 1% Net figures after segr. accounts and taxes** MtoM MtoM Portugal 0 0 Ireland 0 10 Greece 2 0 Spain 6 0 Total 7 10 Italy 2,676 3,442 Funds Financials Corporate Government * insurance sector, mark-to-market, excluding class D, DDOR and Lawrence Life ** tax rate applied: 34.32% 67

68 m FONDIARIA-SAI GROUP Income from financial investments* M coupons & dividends** gains fair value through P&L total income Yield % 3.41% 0.45% -1.33% 2.54% M coupons & dividends** gains fair value through P&L total income Yield % 3.52% 0.53% -0.41% 3.64% *insurance sector, excluding Class D, DDOR and Lawrence Life. ** income not including charges relating to Interest Rate Swaps on financial liabilities 68

69 FONDIARIA-SAI GROUP Income from financial investments by business sector* 9M12 m NON-LIFE coupons & dividends** gains fair value through P&L total income Yield % 2.54% 0.97% -0.81% 2.70% LIFE coupons & dividends** gains fair value through P&L total income Yield % 3.98% 0.32% % 4.08% *insurance sector, excluding Class D, DDOR and Lawrence Life **income not including charges relating to Interest Rate Swaps on financial liabilities 69

70 Annexes: Unipol Group and Fondiaria-SAI Group Consolidated Results as at 30 September 2012 page AGENDA Unipol Group results Fondiaria-SAI Group results Consolidated result Insurance business Non-Life insurance business Life insurance business Investment management Capital and Solvency

71 FONDIARIA-SAI GROUP Available For Sale reserve trend* m FY11 1Q12 1H12 9M , Italy Funds Bonds Equities Total - 1, Euro Perif. Others Corporate Spread bps * break-up based on in-house estimates, before the impact of the application of the shadow accounting and tax effect 71

72 FONDIARIA-SAI GROUP Solvency I m 1, ,151 1,863 Available capital 30/06/2012 Cap. Increase Net Result Delta AFS Other 30/09/2012 2,211* 2,211* Solvency requirement 30/06/ /09/2012 Solvency I ratio 0.8x 1.4x * capital requirement on a retrospective basis at 31 December

73 DISCLAIMER This presentation contains information relating to forecasts of figures, results and events which reflect the current management outlook but these could differ from what actually happens owing to events, risks and market factors that it is presently impossible either to know or to predict. Maurizio Castellina, Giuseppe Nassi and Massimo Dalfelli, Senior Executives responsible for drawing up the corporate accounts of Unipol Gruppo Finanziario S.p.A., of Premafin S.p.A. and of Fondiaria-SAI S.p.A. and Milano Assicurazioni S.p.A. respectively declare, in accordance with Article 154-bis, para 2, of the Consolidated Finance Act, that the accounting information reported in this presentation corresponds to the figures in the documents, books and accounting records. 73

74 Investor Relations Contacts Group IRO Adriano Donati Tel Unipol Contacts Eleonora Roncuzzi Tel Silvia Tonioli Tel Laura Marrone Tel Fondiaria-SAI/Milano Contacts Giancarlo Lana Tel Floriana Amari Tel