CDP and FSI: subscription of FSI capital increase, from € 1.0 bln to € 4.3 bln. Bank of Italy, stable minority stakeholder, transfers 4.5% stake in Generali

Rome, 22 March 2013 – Cassa Depositi e Prestiti Spa (CDP) and Fondo Strategico Italiano Spa (FSI) , controlled by CDP,  announce that, further to the agreement signed with the Bank of Italy on 19 December 2012, the Bank of Italy has transferred its equity interest in Assicurazioni Generali Spa (Generali), represented by 69,777,535 ordinary shares equal to 4.5% of the share capital, to FSI – a company controlled by and under the management and coordination of CDP.

The agreement with the Bank of Italy provided for FSI to carry out a capital increase, part of which was reserved to the Bank of Italy and part to the existing shareholders, giving the Bank of Italy a non-controlling interest against transfer of the investment in Generali.

As provided for under the agreement, today the FSI capital increase for consideration was fully subscribed and paid in, as approved by the FSI shareholders’ meeting on 20 March 2013. The transaction can be broken down as follows:

• a capital increase reserved to the Bank of Italy for a total, including the share premium, of €883,760,382.14, with the issue of 29,008,182 ordinary shares and 58,016,365 preference shares, subscribed and paid by the Bank of Italy with the transfer of its equity interest in Generali. For the purposes of the transfer, the latter was valued on the basis of the average weighted stock market price of Generali shares in the six months prior to the conventional closing date of the transaction (€12.6654 per share);
• a capital increase reserved to the shareholders for a total, including the share premium, of €2,519,511,609.84, with the issue of 248,098,196 ordinary shares, fully subscribed and paid by CDP.

At the conclusion of the transaction, the share capital of FSI has risen from €1,000,000,000 to €4,351,227,430. The shareholders are as follows: CDP 77.7%, Fintecna Spa (wholly owned by CDP) 2.3% and the Bank of Italy 20.0%.

Under the agreement with the Bank of Italy, and as already announced to the market:

• by 31 December 2015, FSI will sell, on market terms and conditions, the equity interest in Generali to third parties. Any gain, calculated as the difference between the stock price at the end of 2012 (average of the last 5 trading days) and the transfer price, will be paid to the Bank of Italy in the form of dividends on the preference shares. Once the sale of the interest in Generali is complete, FSI will also redeem the preference shares of the Bank of Italy. The Bank of Italy will remain a stabile minority FSI stakeholder with the investment represented by its ordinary share ownership;
• in managing the equity interest in Generali, FSI will continue to adopt the criteria adopted by the Bank of Italy. More specifically, for the purposes of the election of the corporate boards, its vote will normally go to the minority slate submitted by qualified groups of institutional investors, with the goal of facilitating the oversight role they can play.