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Formely Fondiaria-Sai UnipolSai Assicurazioni 2013 Consolidated Financial Statements 2013 CONSOLIDATED FINANCIAL STATEMENTS MAIN EVENTS IN 2013 . 15 January 2013: IVASS announced the launch of authorisation procedures with effect from 28 December 2012 regarding the merger by incorporation of Premafin, Unipol Assicurazioni and Milano Assicurazioni into Fondiaria-SAI. On 25 July 2013, on conclusion of the investigation procedure, IVASS released its authorisation for the merger; . 28 January 2013: in accordance with Article 2501-quater, first paragraph of the Civil Code, the proposal of merger by incorporation into Fondiaria-SAI S.p.A of Premafin Finanziaria S.p.A. - Holding di Partecipazioni, Unipol Assicurazioni S.p.A. and Milano Assicurazioni S.p.A., approved by the Board of Directors of the participating Companies in the merger on 20 December 2012, was filed at the registered office of the Company and published on the website of the Company in the “Integration Plan Unipol – Fondiaria-SAI” section. 14 March 2013: the Ordinary Shareholders’ Meeting of Fondiaria-SAI S.p.A., called at the request of the ad acta Commissioner Mr. Matteo Caratozzolo and meeting in second call, approved by a 99.96% majority of ordinary shareholders represented at the meeting the pursuit of the corporate responsibility action against those indicated in the Report prepared for the Shareholders’ Meeting by the ad acta Commissioner and published in accordance with law. Similarly, the Ordinary Shareholders’ Meeting of Milano Assicurazioni S.p.A. approved, by a 99.79% majority of ordinary shareholders represented at the meeting, the pursuit of the corporate responsibility action against those indicated in the Report prepared for the Shareholders’ Meeting by the ad acta Commissioner and published in accordance with law. 26 March 2013: the Class A Special Savings Shareholders’ Meeting of Fondiaria-SAI S.p.A. approved the actions necessary to contest the motions passed by the Extraordinary Shareholders’ Meeting of Fondiaria-SAI S.p.A. of 27 June 2012; . 17 April 2013: CONSOB requested that, pursuant to Article 114, paragraph 5, of Legislative Decree No. 58/98, Fondiaria-SAI issue a press release outlining the reasons why the Board of Directors of the Company, in the consolidated financial statements approved on 20 March 2013, did not apply the provisions of IAS 8 relating to the comparative figures for the 2011 consolidated financial statements in order to correct the errors noted by CONSOB and contained in Decision No. 18430 of 21 December 2012. For further information, reference should be made to the 2012 Consolidated Financial Statements, “Integration to the 2012 consolidated financial statements following CONSOB request of 17 April 2013, Protocol No. 13032789”; . 29 April 2013: the Shareholders’ Meeting of Fondiaria-SAI S.p.A. appointed the Board of Directors for the three financial years 2013, 2014 and 2015, i.e. until the Shareholders’ Meeting called to approve the financial statements for 2015. Fabio Cerchiai was also appointed as Chairman of the Company, according to the proposal drawn up by Premafin HP S.p.A. At its meeting of 28 May 2013, the Board of Directors formally verified possession of the requirements of independence of the Directors qualifying themselves as such, and appointed other corporate officers and members of the board committees; 2 . 28 June 2013: Fondiaria-SAI S.p.A. and its direct and indirect subsidiaries Milano Assicurazioni S.p.A., Saifin Saifinanziaria S.p.A. and SIAT S.p.A. - as part of the share capital increase of RCS Mediagroup S.p.A. approved by the Shareholders’ Meeting of 30 May 2013 - fully exercised their 6,003,185 option rights on post-conversion shares held, of which 5,777,150 shares restricted by the Consultation and Lock-up Shareholders’ Agreement on ordinary RCS Mediagroup S.p.A. shares and 226,035 shares not covered by that Agreement; . 30 July 2013: the Ordinary Shareholders’ Meeting of Fondiaria-SAI S.p.A., meeting in second call, approved by a 99.99% majority of ordinary shareholders represented at the meeting the pursuit of the corporate responsibility action against certain former directors and statutory auditors, as proposed by the Board of Directors in the Report prepared for the Shareholders’ Meeting and published in accordance with law; . 30 July 2013: in reference to the remainder of the period 2013-2018, the Shareholders’ Meeting also approved the voluntary termination of the audit assignment granted originally to Reconta Ernst & Young S.p.A., and at the same time the transfer of the audit assignment for 2013-2021 to PricewaterhouseCoopers S.p.A., the main independent audit firm of the Unipol Group, with terms and conditions as indicated in the explanatory report of proposals to the Shareholders’ Meeting, this too made public in accordance with law; . 9 October 2013: Fondiaria-SAI S.p.A. and its subsidiaries Milano Assicurazioni S.p.A. and Finsai International S.A. successfully completed the disposal of 23,114,386 ordinary Mediobanca S.p.A. shares held by the sellers, equal to around 2.68% of the share capital. The forward contracts previously signed on other shares held were subsequently settled in the first half of November 2013; . 9 October 2013: the information document on the merger, prepared by Fondiaria-SAI S.p.A., Premafin Finanziaria S.p.A. - Holding di Partecipazioni, Milano Assicurazioni S.p.A. and Unipol Assicurazioni S.p.A. in accordance with Article 70, paragraph 6, CONSOB Regulation no. 11971 of 14 May 1999, as amended, was made available with the related attachments; . 25 October 2013: the Extraordinary Shareholders’ Meetings of Unipol Assicurazioni S.p.A., Fondiaria-SAI S.p.A. and Premafin Finanziaria S.p.A. – Holding di Partecipazioni approved the merger by incorporation of Premafin, Unipol Assicurazioni and Milano Assicurazioni into Fondiaria-SAI; . 26 October 2013: the Extraordinary Shareholders’ Meeting of Milano Assicurazioni S.p.A. approved the merger by incorporation of Premafin, Unipol Assicurazioni and Milano Assicurazioni into Fondiaria-SAI; . 28 October 2013: by vote in favour representing 97.82% of savings capital present, in accordance with Article 146, paragraph 1b), Italian Legislative Decree no. 58 of 24 February 1998, the Special Savings Shareholders’ Meeting of Milano Assicurazioni approved the resolution carried by the Extraordinary Shareholders’ Meeting of Milano Assicurazioni regarding the merger; . 31 October 2013: the resolutions carried by the Extraordinary Shareholders’ Meeting and Special Savings Shareholders’ Meeting of Milano Assicurazioni (held on 26 and 28 October 2013), and the Extraordinary Shareholders’ Meeting of Premafin (held on 25 October 2013) approving the merger by incorporation of Premafin Finanziaria, Unipol Assicurazioni and Milano Assicurazioni into Fondiaria-SAI were registered in the Company Registration Offices in Milan and Bologna, respectively; 3 . 4 December 2013: Antonino D’Ambrosio resigned from office as Statutory Auditor of Fondiaria-SAI, Milano Assicurazioni and Premafin Finanziaria; . 24 December 2013: Consob issued its judgment of equivalence on the updated Information Document; . 31 December 2013: the deed of merger was signed regarding the merger by incorporation of Unipol Assicurazioni, Milano Assicurazioni and Premafin Finanziaria into Fondiaria-SAI. As a result of the merger, Fondiaria-SAI will change its company name to UnipolSai Assicurazioni S.p.A. 4 2013 CONSOLIDATED FINANCIAL STATEMENTS - Relations with the market and institutional investors .................... 98 CORPORATE BOARDS UNIPOLSAI S.p.A. .............................................. 6 - OTHER INFORMATION ................................................................ 99 - Significant events during the year ................................................ 100 SUBSIDIARIES, ASSOCIATED COMPANIES AND OTHER - Human resources .......................................................................... 120 SIGNIFICANT HOLDINGS ................................................................... 9 - Agents .......................................................................................... 124 - Social and environmental responsibility ...................................... 125 - Information Technology and IT integration ................................ 126 DIRECTORS’ REPORT AT 31 DECEMBER 2013 - 2013 Corporate Governance and Ownership - Operational Performance ............................................................... 15 Structure Report ........................................................................... 127 - Economic overview and insurance market in 2013 ....................... 21 - Significant events after the year end ............................................ 128 - Outlook ......................................................................................... 133 - NON-LIFE INSURANCE SECTOR ................................................ 31 - The non-life insurance market ....................................................... 32 CONSOLIDATED FINANCIAL STATEMENTS - Dialogo Assicurazioni S.p.A. ........................................................ 41 - BALANCE SHEET ........................................................................ 137 - DDOR Novi Sad ADO .................................................................. 42 - INCOME STATEMENT ................................................................ 139 - Liguria Assicurazioni S.p.A. .......................................................... 43 - CHANGES IN SHAREHOLDERS’ EQUITY ..............................
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