Generali SpA

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Shares history 2007

The extraordinary shareholders’ meeting of 28 April 2007 voted:

1) to approve, on the occasion of the 175th anniversary of the Company’s foundation, a programme for the allocation of shares to all the Generali Group employees, as outlined in the Board of Directors’ Report and in the annexed Regulations;

2) accordingly, to increase the company’s share capital by a maximum of EUR 4,500,000.00 by issuing the appropriate maximum number of ordinary shares with a nominal value of EUR 1.00 each, to be allocated to the employees of Assicurazioni Generali S.p.A. and its subsidiaries identified according to the criteria set in the relevant Regulations, as follows:

a) capitalization of the amount corresponding to the nominal value of the new issue up to a maximum of EUR 4,500,000.00 from the Extraordinary Reserve(profits from past periods);

b) bonus issue of a maximum of 4,500,000 ordinary shares with the same characteristics as the shares already outstanding, to be allocated in one or more tranches to the recipients by no later than 31 December 2007, as specified in the related Rules;

c) the newly-issued shares shall have normal dividend rights and shall be allocated after 28 May 2007. Therefore, such shares shall not carry dividend rights for the financial year ended 31 December 2006 nor rights over the bonus issue for shareholders, decided with today’s resolution pursuant to Article 2442 of the Italian Civil Code;

d) the Managing Director in charge of Human Resources shall be vested with the broadest powers to implement the resolution by 31 December 2007, even through special attorneys.

3) omissis