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This document is strictly private, confidential and personal to its recipients and should not be copied, distributed or reproduced in whole or in part, nor passed to any third party. NOT FOR DISTRIBUTION IN THE UNITED STATES OF AMERICA, CANADA, JAPAN OR AUSTRALIA. Unipol Gruppo Finanziario S.p.A. This document contains an English translation of the Italian language prospectus (the "Italian Prospectus") relating to the Rights Issue of Unipol Gruppo Finanziario S.p.A. The Italian Prospectus was filed with the Commissione Nazionale per le Società e per la Borsa ("Consob") on June 18, 2010 following notice of the issue of authorisation for the publication by Consob on June 15, 2010. THIS ENGLISH LANGUAGE TRANSLATION OF THE ORIGINAL ITALIAN PROSPECTUS IS FOR INFORMATION PURPOSES ONLY AND SHOULD NOT BE RELIED UPON. IN THE EVENT OF ANY AMBIGUITY ABOUT THE MEANING OF CERTAIN TRANSLATED TERMS OR OF ANY DISCREPANCIES BETWEEN THE ITALIAN PROSPECTUS AND THIS TRANSLATION, THE ITALIAN PROSPECTUS SHALL PREVAIL. ANY PURCHASE OR INVESTMENT DECISION SHOULD BE BASED SOLELY ON THE ITALIAN PROSPECTUS. IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY EXCLUSIVELY ON THEIR OWN EXAMINATION OF THE ISSUER'S GROUP AND THE TERMS OF THE OFFERING AS DESCRIBED IN THE ITALIAN PROSPECTUS, INCLUDING THE MERITS AND RISKS INVOLVED. THIS TRANSLATION HAS NOT BEEN AND WILL NOT BE SUBMITTED TO THE CLEARANCE PROCEDURES OF THE CONSOB OR ANY OTHER REGULATORY AUTHORITY AND ACCORDINGLY MAY NOT BE DISTRIBUTED TO THE PUBLIC IN ITALY OR ELSEWHERE OR USED IN CONNECTION WITH ANY OFFER TO PURCHASE OR SELL ANY SHARES OR RIGHTS TO THE PUBLIC IN ITALY OR ELSEWHERE. THE ISSUER AND THE UNDERWRITERS MAKE NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE FAIRNESS, ACCURACY, COMPLETENESS OR CORRECTNESS OF THIS TRANSLATION, AND NONE OF THE ISSUER OR THE UNDERWRITERS NOR ANY OF THEIR RESPECTIVE DIRECTORS, MEMBERS, OFFICERS, EMPLOYEES OR AFFILIATES ACCEPTS ANY RESPONSIBILITY WHATSOEVER FOR ANY LOSS HOWEVER ARISING FROM ANY USE OF THIS TRANSLATION OR ITS CONTENTS OR ARISING IN CONNECTION WITH IT. The Italian Prospectus should be read in its entirety. If a copy of the Italian Prospectus does not accompany this translation, you should obtain a copy, either from Unipol Gruppo Finanziario S.p.A. at the address mentioned below or from the Internet website of the Borsa Italiana S.p.A (www.borsaitaliana.it) or of Unipol Gruppo Finanziario S.p.A. (www.unipolgf.it). The Italian Prospectus is available at Borsa Italiana S.p.A., P.zza degli Affari n. 6, Milano, and at the registered office of Unipol Gruppo Finanziario S.p.A. at Bologna, Via Stalingrado no. 45. THIS TRANSLATION IS NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA). THIS TRANSLATION IS NOT AN OFFER OF SECURITIES FOR SALE INTO THE UNITED STATES. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM REGISTRATION. NO PUBLIC OFFERING OF SECURITIES IS BEING MADE IN THE UNITED STATES. THE SECURITIES DESCRIBED HEREIN ARE NOT BEING OFFERED BY ANY PERSON IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL FOR SUCH PERSON TO MAKE SUCH AN OFFER OR SOLICITATION. THE DISTRIBUTION OF THIS TRANSLATION AND THE OFFERING OF SHARES AND/OR RELATED SUBSCRIPTION RIGHTS ARE RESTRICTED BY LAW IN CERTAIN JURISDICTIONS. PERSONS RECEIVING THIS TRANSLATION ARE REQUIRED BY THE ISSUER AND THE UNDERWRITERS TO INFORM THEMSELVES ABOUT AND TO COMPLY WITH ANY SUCH RESTRICTIONS. NOTICE TO PROSPECTIVE INVESTORS IN THE EEA AND THE UNITED KINGDOM This translation is only addressed to and directed at persons in member states of the european economic area who are “qualified investors” within the meaning of article 2 (1) (e) of the Prospectus Directive (directive 2003/71/EC) as applicable in each relevant member state (“Qualified Investors”). In addition, in the United Kingdom, this translation is being distributed only to, and is directed only at, Qualified Investors (i) who have professional experience in matters relating to investments falling within article 19 (5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) and persons falling within article 49(2)(a) to (d) of the order, or (ii) persons to whom an invitation or inducement to engage in investment activity it may otherwise lawfully be communicated (all such persons together being referred to as “Relevant Persons”). This translation must not be acted on or relied on (i) in the United Kingdom, by persons who are not Relevant Persons, and (ii) in any member state of the European Economic Area other than the United Kingdom, by persons who are not Qualified Investors. any investment or investment activity to which this translation relates is available only to (i) in the United Kingdom, Relevant Persons, and (ii) in any member state of the European Economic Area other than the United Kingdom, Qualified Investors, and will be engaged in only with such persons. PROSPECTUS FOR THE CAPITAL INCREASE WITH OPTION RIGHTS IN FAVOUR OF SHAREHOLDERS AND THE LISTING ON THE AUTOMATED STOCK MARKET ORGANIZED AND MANAGED BY BORSA ITALIANA S.P.A. OF ORDINARY SHARES WITH ATTACHED “2010-2013 UNIPOL ORDINARY SHARE WARRANTS” FREE OF CHARGE AND PREFERENCE SHARES WITH ATTACHED “2010-2013 UNIPOL PREFERENCE SHARE WARRANTS” FREE OF CHARGE Issuer UNIPOL GRUPPO FINANZIARIO S.p.A. Registered office in Bologna, Via Stalingrado no. 45 Subscribed for and paid-up share capital of Euro 2,391,426,100 Enrolled in the Companies’ Register of Bologna under no. 00284160371 Information and Listing Prospectus filed with CONSOB on June 18, 2010 following the notice of authorisation for the publication thereof by CONSOB by means of memorandum no. 10054708 dated June 15, 2010. The fulfilment of the publication of the Information and Listing Prospectus does not imply any opinion by CONSOB on the advisability of the proposed investment and on the merit of the data and information relating thereto. The Information and Listing Prospectus is available at the registered offices of the Issuer (Bologna, Via Stalingrado no. 45) and at the registered offices of Borsa Italiana S.p.A. (Milan, P.zza degli Affari no. 6), as well as on the Issuer’s website, www.unipolgf.it and on the website of Borsa Italiana S.p.A., www.borsaitaliana.it. Prospectus Unipol Gruppo Finanziario S.p.A. INDEX Page No. DEFINITIONS............................................................................................................................................................ 1 GLOSSARY ................................................................................................................................................................ 8 SUMMARY NOTE................................................................................................................................................... 14 SECTION ONE......................................................................................................................................................... 34 CHAPTER I – RESPONSIBLE PARTIES ............................................................................................................ 35 1.1 Parties responsible for the Prospectus ........................................................................................................... 35 1.2 Declaration of responsibility ......................................................................................................................... 35 CHAPTER II – AUDITORS.................................................................................................................................... 36 2.1 Independent auditors of the Issuer................................................................................................................. 36 2.2 Information on the relations with the Independent Auditors......................................................................... 36 CHAPTER III – SELECTED FINANCIAL INFORMATION ............................................................................ 37 3.1 Selected balance sheet information of the UGF Group ................................................................................. 37 3.2 Selected income statement data of the UGF Group....................................................................................... 39 3.3 Selected financial information of the UGF Group ........................................................................................ 42 3.4 Selected data relating to earnings per share of the UGF Group .................................................................... 45 3.5 Information on the solvency ratio of the UGF Group ................................................................................... 46 CHAPTER IV – RISK FACTORS.......................................................................................................................... 47 CHAPTER V – INFORMATION ON THE ISSUER............................................................................................ 70 5.1 History and changes in the Issuer’s business................................................................................................. 70 5.1.1 Legal and commercial name of the Issuer......................................................................................