Generali SpA

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Shares history 2007

Capital increases from 14/6/2007to 19/11/2007 resulting from the exercise of stock options – implementation of Stock Options Plans for 2001-2002-2003 pursuant to the resolutions of the Board of Directors of 26 March 2001, 14 May 2002 and 13 May 2003.

STOCK OPTION 2001

Having considered paragraph 3 of Article 8 of the Articles of Association as amended by the shareholders’ resolution passed on 29 April 2000;

at its meeting on 26 March 2001, the Board of Directors of “Assicurazioni Generali Società per Azioni” voted:

  1. to implement the “Plan” for the allotment to be carried out during the year ended 31 (thirty-one) December 2001 (two thousand one);
  2. accordingly, to increase the company’s share capital by a maximum of ITL 4,800,000,000 (four billion eight hundred million);
  3. the capital increase shall be carried out through the issue of a maximum of 2,400,000 (two million four hundred thousand) new ordinary shares having the same characteristics of the shares already outstanding, to be reserved to parties qualifying for the categories specified in letter a) of this clause, at the per-share price indicated in letter c) of this clause:
    1. the subscription of the newly issued shares shall be reserved for employees of Assicurazioni Generali S.p.A. and of Italian and foreign companies… omitted
    2. the subscription shall be carried out by the exercise of pre-emptive rights...omitted
    3. omitted
    4. except as provided in letter b) of point 5, below, pre-emptive rights may be exercised by those to whom they are assigned during the following periods:
      1. for half of the rights assigned, from 26 (twenty-six) March 2004 (two thousand four) to the final deadline of 26 (twenty-six) March 2008 (two thousand eight);
      2. for the other half, pre-emptive rights can be exercised from 26 (twenty-six) March 2005 (two thousand five) until the final deadline of 26 May 2008 (two thousand eight);

rights not exercised by the aforementioned final deadlines shall be void in all respects.

STOCK OPTION 2002

At its meeting on 14 May 2002, the Board of Directors of “Assicurazioni Generali Società per Azioni” voted:
In executing the power vested in it by the third paragraph of this Article, with a resolution passed on 14 May 2002, the Board of Directors increased the company’s share capital by a maximum of EUR 3,800,000.00 (three million eight hundred thousand/00) by offering the shares to employees of the company and its subsidiaries as part of a stock option plan. The share capital increase may be carried out between 14 May 2005 and May 2011.

STOCK OPTION 2003

At its meeting on 13 May 2003, the Board of Directors of “Assicurazioni Generali Società per Azioni” voted:

  1. to implement the “Plan” for the allotment to be carried out during the year ended 31 (thirty-one) December 2003 (two thousand three);
  2. accordingly, to increase the company’s share capital by a maximum of EUR 4,500,000 (four million five hundred thousand/00); if all pre-emptive rights have not been exercised by the final deadline established by this resolution, the share capital shall be increased by the amount of the subscriptions received;
  3. 3) the capital increase shall be carried out through the issue of a maximum of 4,500,000 (four million five hundred thousand) new ordinary shares having the same characteristics of the shares already outstanding, to be reserved for parties qualifying for the categories specified in letter a) of this clause, at the per-share price indicated in letter c) of this clause:
    1. the subscription of the newly issued shares shall be reserved for employees of Assicurazioni Generali S.p.A. and of Italian and foreign companies… omitted
    2. the subscription shall be carried out by the exercise of pre-emptive rights...omitted
    3. omitted
    4. except as provided in letter c) of point 5, below, pre-emptive rights may be exercised by those to whom they are assigned during the following periods:
      1. for half of the rights assigned, from 13 May 2006 (two thousand six) to the final deadline of 13 May 2009 (two thousand nine);
      2. for the other half, pre-emptive rights can be exercised from 13 May 2007 (two thousand seven) until the final deadline of 13 May 2010 (two thousand ten);

rights not exercised by the aforementioned final deadlines shall be void in all respects.