Generali Group Acquisition of Toro Assicurazioni Accelerating the pace of change, delivering our potential Trieste, June 26, 2006 Overview 2 The acquisition of Toro Assicurazioni for Euro 3.85 billion cash Excellent strategic fit A unique and opportunistic growth prospect in one of the most attractive European P&C markets Total gross cost and revenue synergies of Euro 250 million pa Immediately accretive 6% IFRS EPS in 2007 Agenda 3 Acquisition of Toro The transaction Strategic rationale Increased share of profitable Italian P&C market Improved positioning in motor market Significant synergies Financials Impact on Generali Strategic Plan The transaction 4 Details Value Creation Financing The acquisition of 55.5%* Immediately accretive to All cash offer of Toro Assicurazioni IFRS and EV earnings Financed by existing owned by De Agostini for 11% EPS accretive in funds and increased a price of Euro 21.20 per 2009 post cost synergies planned debt issue share for a total 8% EV earnings accretive Financed by: consideration of in 2009 post cost Euro 1.7 billion previously Euro 2,525 million synergies allocated to buy back Subsequent mandatory Euro 180 million cost Euro 700 million not used offer for the remaining for minorities synergies by 2009 shares at the same price Additional hybrid issue of All cash offer, total Euro 1.2 billion consideration for 100% Own funds Euro 255 million Euro 3,855 million In addition to transaction Merger of Toro into existing resources used to Generali reduce Euro 700 million of senior debt * De Agostini will also have the possibility to sell, and Generali the obligation to buy, up to 18, 184, 188 more T oro s hares, equi val ent to 10% of Tor o’s total equit y capital, at the s ame price per share as st at ed above. Agenda 5 Acquisition of Toro The transaction Strategic rationale Increased share of profitable Italian P&C market Improved positioning in motor market Significant synergies Financials Impact on Generali Strategic Plan Strategic rationale 6 Consistent with Generali’s strategy to deliver growth and continuous improvement at country level Toro’s operations will significantly grow Generali’s exposure to Italian retail business as well as increasing and optimising the geographic mix in motor The acquisition fully leverages the three key foundations of Generali Group’s 2006- 08 strategic plans Increased share of profitable Operational improvement Italian P&C market Improved positioning in Italian Enhanced motor market governance Capital Gr ow th & optimisation innovation Significant synergies Capital optimisation objectives met Strategic rationale 7 The acquisition will strengthen Generali’s position in its home market, Italy, creating a leading position in P&C and strengthening the key distribution channel, agents GDDPW in 2005 (Euro bln) Number of Agencies (Unit) 2,480 26,997 +12% +81% 24,176 P&C 5,394 7,734 +43% 1,369 Life 18,782 19,263 +3% Pre- Post- Pre- Post- transaction transaction transaction transaction P&C Market Share in 2005 (%) Pre- Post- transaction transaction % Percentage 15.6 22.0 change Strategic rationale 8 Increased share of profitable Improved positioning in Significant Italian P&C market Italian motor market synergies Strategic step, Generali has been Implementation of the opportunistic timing underweight the Italian common back office Italian P&C market has Motor market at around model will lead to reformed and improved 10.75% share against Euro 180 million pre tax return on equity over the 15.6% share of total cost savings by 2009 last 10 years P&C market Significant revenue Technical profitability is This has been the correct potential from cross sustainable long term positioning pre 2003 selling life and other products to an under Macro economic and Market has now market specifics should undergone structural penetrated customer base continue to produce reform due to better relatively strong top line management and Acquisition reinforces growth external factors such as ongoing restructuring improved road safety and measures in Italy, as part reduction in fraud of the initiatives Deal takes Generali associated with to 18.0% motor market operational excellence share Agenda 9 Acquisition of Toro The transaction Strategic rationale Increased share of profitable Italian P&C market Improved positioning in motor market Significant synergies Financials Impact on Generali Strategic Plan Increased share of profitable Italian P&C market 10 The Italian P&C market has been transformed following deregulation in 1994 and the impetus of low interest rates post 2000. The industry is now much more professionally managed and focused on profitability. P&C RoE Net Combined ratio 20% 1 40% 1 34.4 1 35.1 15.0 134.4 15% 13.8 1 30% 12.3 1 26.9 10.1 10.6 10% 120.2 8.5 9.0 1 20% 117 .2 118.5 5.9 5% 3.8 116 .0 114.4 11 1.1 2.7 1 10% 0.9 108.6 1.2 106.4 0% -0.6 -0 .3 1 02.5 -2.1 -3 .8 1 00% 98.2 -5% -6.6 95.1 90% 93.3 -10% -10.0 -12 .0 -15% 80% 1985 1988 1991 1994 1997 2000 2003 1 989 19 92 19 95 199 8 200 1 2004 Source: ANIA, Generali research dept Increased share of profitable Italian P&C market 11 The market has exhibited both growth and consolidation with the top 5 market participants experiencing the highest growth GDDPW (Euro bln, %) CAGR 98-04 6.3% 100% = 24.5 27.8 32.4 35.4 -5.0% 17.1 14.8 12.4 Other Groups 24.6 18.3 2.6% 19.5 23.5 Top 6-10 Groups 22.7 65.8 69.3 59.5 11.3% Top 5 groups 52.7 1998 2000 2002 2004 Increased share of profitable Italian P&C market 12 Italian consumers have significant brand loyalty and change provider infrequently, so M&A is a more effective growth strategy Customers not seeking quotes at renewal (%) Motor Market Share (%) 25,0 Italy 2004 69 23.1% Fon - SAI 20,0 Spain 2005 56 16.1% Allianz 15,0 Germany 2004 42 11.5% Unipol 10,0 10.8% Generali France 2005 39 7.3% Toro 5,0 2000 01 02 03 04 2005 Average period customers retained (years) Concentrated market, with the 5 largest groups Generali 15 controlling 70% of the total market Toro 15 Over 40 market participants, 25 of which have marginal market share (below 1%) Italy average 12.5 Client loyalty makes organic growth strategies Germany average 4.7 difficult M&A the only way to increase substantially market UK average 2.9 share in the medium-term Source: Consultantresearch on Motor TPL purchasing habits - 2004-5 Source: Ania and other databases Increased share of profitable Italian P&C market 13 This transaction will increase the Generali Group’s market share from 15.6% to 22.0% Market share pre transaction (%) Market share post transaction (%) Fon Sai 19.6 Generali 22.0 Group Generali Group 15.6 Fon Sai 19.6 Allianz Group 15.4 Allianz Group 15.4 Unipol 10.9 Unipol 10.9 Toro 6.4 Reale Mutua 5.0 Increased share of profitable Italian P&C market 14 Penetration remains low so the market has good growth prospects Per capita premiums 2004 (Euro) Property Accident & Health Liability UK* 302 139 150 Netherlands 212 713 64 France 204 201 50 Belgium 159 110 53 Germany 150 396 91 Spain 104 114 38 Italy 76 76 51 * 2003 Figures Agenda 15 Acquisition of Toro The transaction Strategic rationale Increased share of profitable Italian P&C market Improved positioning in motor market Significant synergies Financials Impact on Generali Strategic Plan Increased share of motor market 16 Motor is a key part of the market with a constant 60% share A series of structural reforms have transformed the Italian motor market. Road safety legislation, including the points system, safer cars and anti fraud measures have transformed the market from one of the worst to one of the best. Frequency is down from 15% to 8.5% over the last 25 years. GWP Motor (Euro bln) Gross Combined Ratio in Motor (%) CAGR: 5.1% 120 20.7 21.2 21.3 19.6 110 18.1 16.9 15.8 14.3 100 99% France 95% Germany 93% Italy 90 87% Spain Italy: 80 Technical 200001020304reserves/ 1998 99 00 01 02 03 2004 2005 premiums 166 164 162 161 162 Per Cent Increased share of motor market 17 This transaction will increase the Generali Group’s share in the motor market from 10.75% to 18.03%, increasing the weight of motor in the Group portfolio from 40.5% to 48.0% Pre transaction (%) Post transaction (%) Fon Sai 23.1 Fon Sai 23.1 Allianz 16.0 Generali 18.0 Unipol 11.5 Allianz 16.0 Generali 10.7 Unipol 11.5 Toro 7.3 Cattolica 5.2 Agenda 18 Acquisition of Toro The transaction Strategic rationale Increased share of profitable Italian P&C market Improved positioning in motor market Significant synergies Financials Impact on Generali Strategic Plan Significant synergies 19 The ability to extract costs, benefit from economies of scale and share best practice make Generali the best owner of Toro Application of common country model – from “Complexity to Simplicity” Our goal is to achieve all possible synergies and efficiencies, while preserving the value of our brands and proximity with our clients Shared functions at country level that extract the maximum degree of synergies and efficiency Euro 180 million cost synergies in 3 years Euro 45-70 million revenue synergies in 3 years Significant synergies 20 Total synergies from the acquisition of Toro are up to Euro 250 mln Total synergies achievable in 2009 (Euro mln) 5-10 225-250 20-30 20-30 180 Costs and Underwriting Asset Risk and Capital TOTAL operations Management Management Significant synergies 21 Cost synergies levers by applying Generali country model Generali country model Administrative services Levers for cost synergies on and procurement GSA Toro operations: Centralisation