Alleanza Assicurazioni MERGER OF ALLEANZA ASSICURAZIONI SPA AND TORO ASSICURAZIONI SPA BY ASSICURAZIONI GENERALI SPA FINANCIAL STATEMENTS AS OF DECEMBER 31st, 2008 PURSUANT TO ARTICLE 2501- QUATER OF THE ITALIAN CIVIL CODE AAlleanzalleanza AAssicurazionissicurazioni SStatutorytatutory FinancialFinancial StatementsStatements 20082008 110 years of Alleanza today, as yesterday, close to you in everyday life The journalist (1950-2008) Company Offi ces 5 Report on Operations 7 Results for the Year 45 Statutory Financial Statements 49 Notes to the Accounts 71 Report by the Board of Auditors 159 Report by the Auditing Company 169 Ordinary Shareholders’ Meeting 175 General Index Statutory Financial Statements 2008 AALLEANZALLEANZA ASSICURAZIONI Statutory Financial Statements 2008 3 Statutory Financial Statements 2008 AALLEANZALLEANZA ASSICURAZIONISSICURAZIONI Statutory Financial Statementsments 2008 4 Company Offi ces and Head Offi ce Report on Operations Results for the Year Statutory Financial Statements Notes to the Accounts Report by the Board of Auditors Report by the Auditing Company Company Offi ces and Head Offi ce Ordinary Shareholders’ Meeting ■ BOARD OF DIRECTORS Executive Chairman Amato Luigi Molinari Vice Chairman Antoine Bernheim Directors Giovanni Bazoli, Giuseppe Buoro, Maurizio de Tilla, Aldo Minucci, Alberto Pecci, Giovanni Perissinotto, Giulio Ponzanelli, Vittorio Rispoli, Fabio Alberto Roversi-Monaco, Antonio Spallanzani Lead Independent Director Fabio Alberto Roversi-Monaco Secretary Maurizio Basso ■ INTERNAL CONTROL COMMITTEE Chairman Alberto Pecci Committee members Giulio Ponzanelli, Antonio Spallanzani ■ REMUNERATION COMMITTEE Chairman Giovanni Perissinotto Committee members Maurizio de Tilla, Giulio Ponzanelli ■ BOARD OF AUDITORS Chairman Gaetano Terrin Standing Auditors Alessandro Gambi, Eugenio Pinto Substitute Auditors Anna Bruno, Corrado Giammattei ■ HEAD OFFICE General Managers Sandro Panizza*, Luigi Rizzuti Vice General Manager Massimo Klun ■ AUDITING COMPANY Reconta Ernst & Young S.p.A. The Board of Directors has been in office since 24 April 2007. The Board of Auditors has been in office since 24 April 2008. The Statutory Bodies are updated to 20 March 2009. * Manager in charge of preparing the Company’s financial reports AALLEANZALLEANZA ASSICURAZIONI Statutory Financial Statements 2008 5 110 years of Alleanza today, as yesterday, close to you in everyday life The housewife (1940-2008) Summary of Operating Results 8 The Insurance Business 10 Financial and Asset Management 15 Relations with Group Companies and Other Related Parties 22 Corporate Governance System 27 Corporate Social Responsibility 32 Human Resources 32 Administrative and Financial Governance 34 Risk Analysis 34 Signifi cant Events Subsequent to Year-End 40 Outlook for Operations in 2009 41 Statements 42 Report on Operations Statutory Financial Statements 2008 AALLEANZALLEANZA ASSICURAZIONI Statutory Financial Statements 2008 7 Statutory Financial Statements 2008 Summary of Operating Results Dear Shareholders, The Value of New Business at consolidated level recorded a 3.0% increase over the corresponding period in 2007, reaching € 320.0 million. Specifically, for Alleanza the Value of New Business is up 9.0% on the 2007 figure (from € 288.9 million to € 314.8 million). This excellent performance derives mainly from an increase in new business volumes (+14.9% in terms of premiums and +11.7% in terms of Annual Premium Equivalent), also supported by an outstanding performance by pension product deposits. Consolidated Net Profit, calculated according to IAS/IFRS international accoun- ting standards, was € 407.8 million, down 4.5% on the previous year. Alleanza’s Net profit for 2008 was € 135.9 million compared to the € 235.9 mil- lion of 2007. The result benefited from recognition of lower capital losses on the securities portfolio of € 363.6 million, due to the effect of the decision to exercise the option offered by Legislative Decree 185/2008, converted to Law no. 2 of 28 January 2009 and enacted by ISVAP Regulation 28/2009. The positive impact on net profits (after reinsurance and tax) was € 176.4 million. The above-men- tioned regulation allows the valuation of short-term securities at the initial entry value in the half-year report as at 30 June 2008 or, for securities not included in the portfolio as at that date, according to their purchase cost. The use of this regime also envisages that a profit amount, corresponding to the difference between values recorded in application of the above-mentioned provisions and the market value as at year-end, must be allocated to a specific unavailable profit reserve net of related tax. Further details of the effects of the transaction will be provided in the report on operations and the notes to the accounts. The € 100.0 million decrease in net profits was due to: ■ stability of the technical balance; ■ increased realised profits on long-term investments of € 62.1 million, mainly due to the effect of capital gains from the sale of part of the investment in Intesa Sanpaolo; ■ increased net income for € 42.0 million; ■ increased extraordinary income of € 15.9 million, deriving mainly from capital gains on disposal of company-owned properties; ■ increased income from investments amounting to € 181.2 million due to: ■ increased interest and other financial income of € 102.2 million; ■ increased net impairment of securities of € 62.9 million, linked to the negative financial market performance; AALLEANZALLEANZA ASSICURAZIONI Statutory Financial Statements 2008 8 Company Offi ces and Head Offi ce Report on Operations Results for the Year Statutory Financial Statements Notes to the Accounts Report by the Board of Auditors Report by the Auditing Company Ordinary Shareholders’ Meeting ■ decrease in dividends from group companies, mainly Intesa Vita, Generali Properties and Alleanza Investments of € 69.7 million; ■ decrease in dividends of other associated companies of € 20.7 million; ■ decreased realised capital gains of € 130.1 million; ■ increased operating expenses of € 22.7 million, essentially attributable to the increase in acquisition costs due to higher new business premiums and reduced reinsurers’ commissions; ■ higher taxes of € 15.9 million, due to the change in composition of financial income, with a lower proportion taxed at special rates. The income statement, reclassified in accordance with the formats prescribed by law, is outlined in the following table. Reclassified Income Statement (figures in millions of € and % values) DDecemberecember CChangehange 22008008 22007007 € % Premiums and fees 3,099.6 2,905.1 194.5 6.7 Premiums ceded -745.6 -813.2 67.6 -8.3 Change in technical reserves, net of the outward -582.8 -354.6 -228.2 64.4 reinsurance share Charges on amounts paid, net of the outward -1,858.7 -1,867.8 9.1 -0.5 reinsurance share Operating expenses, net of the outward -391.1 -368.4 -22.7 6.2 reinsurance share Income/expenses from investments – Life 528.0 709.2 -181.2 -25.5 business Income/expenses from investments where the -36.7 3.5 -40.2 n/a risk is borne by policyholders Share of profits from investments transferred to -7.6 -93.9 86.3 -91.9 the non-technical account Other technical income/expenses -11.1 -8.1 -3.0 37.0 Balance of technical operations -6.0 111.8 -117.8 -105.4 Realised profits on long-term investments 118.0 55.9 62.1 n/a Balance of technical and financial operations 112.0 167.7 -55.7 -33.2 Income/expenses from investments – Non-life 0.1 0.1 - - business Share of profits from investments transferred 7.6 93.9 -86.3 -91.9 from the technical account Other income/expenses -5.6 -47.6 42.0 -88.2 Result of ordinary operations 114.1 214.1 -100.0 -46.7 Extraordinary income/charges net of realised 5.9 -10.0 15.9 -159.0 profits on long-term investments Pre-tax result 120.0 204.1 -84.1 -41.2 Taxes 15.9 31.8 -15.9 -50.0 Net result for the period 135.9 235.9 -100.0 -42.4 AALLEANZALLEANZA ASSICURAZIONI Statutory Financial Statements 2008 9 Statutory Financial Statements 2008 The Insurance Business Gross premiums (from direct and indirect business) amounted to € 3,099.6 mil- lion (up 6.7% compared to € 2,905.1 million for 2007). Gross premiums from direct business amounted to € 3,092.0 million (up 6.7% compared to € 2,896.7 million in 2007). Gross premiums from indirect business (relating exclusively to subsequent annual premiums from the “run off” reinsurance agreement with La Venezia Assicurazioni, subsidiary of Assicurazioni Generali) amounted to € 7.6 million, compared to € 8.3 million in 2007. Premiums ceded amounted to € 745.6 million (down 8.3% compared to the € 813.2 million for 2007). On the basis of current agreements, approximately 40% of Alleanza’s annual premiums collected from traditional policies, relating to contracts entered into by 31 December 2005, are subject to reinsurance with the parent company Assicurazioni Generali. Net earned premiums reached € 2,354.0 million compared to € 2,091.9 million in 2007, with an increase of 12.5%. Net earned premiums (figures in millions of € and % values) DDecemberecember CChangehange 22008008 22007007 € % Gross premiums Total 3,099.6 2,905.1 194.5 6.7 Premiums from direct business Total 3,092.0 2,896.7 195.3 6.7 Annual premiums Total 406.2 352.3 53.9 15.3 including Unit-linked policies 31.8 14.3 17.5 122.4 Subsequent annual premiums Total 2,147.0 2,091.0 56.0 2.7 Single premiums Total 538.8 453.4 85.4 18.8 including Unit-linked policies 0.1 4.8 -4.7 -97.9 including Index-linked policies 11.6 28.6 -17.0 -59.4 Gross premiums from indirect business Total 7.6 8.3 -0.7 -8.4 Premiums ceded Total 745.6 813.2 -67.6 -8.3 Net earned premiums Total 2,354.0 2,091.9 262.1 12.5 With reference to the performance of insurance business as part of the free provision of services and through secondary offices in EU countries and non-EU countries, we note that the company operates exclusively in Italy.