Press release

CDP and FSI: agreement for Bank of Italy to take a stake in FSI, transferring 4.5% of Assicurazioni Generali as consideration

Cassa depositi e prestiti Spa (CDP) and Fondo Strategico Italiano Spa (FSI) announce that, following approval by their respective Boards, CDP, the Bank of Italy and FSI today reached an agreement for the Bank of Italy to take a stable minority stake in FSI, transferring as payment its holding in Assicurazioni Generali Spa (Generali), consisting of 69,777,535 ordinary shares representing around 4.

Under today’s agreement, FSI will carry out a capital increase in two instalments:

one instalment will be reserved for the Bank of Italy, to be implemented through the transfer of the holding in Generali against the issue of FSI new ordinary and preference shares corresponding to a total stake of no more than 20% of FSI’s share capital;
a second instalment will be reserved for subscription by CDP, to be implemented through a cash payment in the likely amount of about €2.2 billion - as part of the €4 billion already approved by CDP- to which is added the stake underwritten by the Bank of Italy, for a total FSI capital of about €5 billion. FSI’s capital target is €7 billion euros.

The operation will result in the issue of new ordinary shares in an amount sufficient to ensure that the CDP Group retains a stake of not less than 80% in FSI.

The value of the holding in Generali for the purposes of the transfer to FSI will be calculated, in compliance with the Italian Civil Code, on the basis of the weighted average market price of Generali shares in the six months preceding the transfer.

Under the terms of the agreement:

The Bank of Italy will keep a minority stake in FSI through the ordinary shares.
FSI will dispose of the holding in Generali on market terms by 31 December 2015. Eventual capital gains - calculated as the difference between the value of the shares at the end of 2012 (last five days of negotiation) and the value the Bank of Italy ceded the shares to FSI - will be assigned to the Bank of Italy in the form of dividends on preference shares. Following the completion of the sale of FSI’s Generali stake, FSI will pay back the value of the only preference shares to the Bank of Italy.
In managing its investment in Generali, FSI will continue to adopt the procedures used by the Bank of Italy. More specifically, for the purposes of electing the members of corporate bodies, FSI will normally vote for the minority slate submitted by qualified groups of institutional investors, with a view to facilitating the control that they can exercise.

As regards the timing of the operation, the capital increase and the transfers are expected to take place by the end of April 2013.

Rome, 19 December 2012