Generali SpA

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Shares history 2009

The extraordinary shareholders’ meeting of 14 July 2009 voted:

1) to approve all the terms and recitals of the TAKEOVER PLAN and therefore to approve the TAKEOVER

by Assicurazioni Generali S.p.A.

(whose registered office is situate at Piazza Duca degli Abruzzi no. 2, Trieste)

of Alleanza Assicurazioni S.p.A.

(whose registered office is situate at viale Don Louis Sturzo no. 35, Milan)

and Toro Assicurazioni S.p.A.

(whose registered office is situate at via Mazzini no. 53, Turin)

plan drawn up, filed and registered as stated above, and incorporated here in full as an integral part of the present resolution, which includes:

(i) the cancellation without share exchange of all 184,173,606 (one hundred and eighty-four million one hundred and seventy-three thousand six hundred and six) shares with a par value of € 1.00 (one euro) each, representing the entire share capital of the taken-over company Toro Assicurazioni S.p.A., all of which shares are owned by the Taking-over Company;

(ii) the cancellation with no share exchange of all the Alleanza Assicurazioni S.p.A. shares directly owned by the Taking-over Company, save as specified in paragraph (iii);

(iii) the cancellation with share exchange of the shares of the taken-over company Alleanza Assicurazioni S.p.A. owned and held by third parties (including the shares of Alleanza Assicurazioni S.p.A. held by the Taking-over Company and included in its Class “D” assets), and the allocation in favour of the said third-party shareholders of 0.33 (nought point three three) new Assicurazioni Generali S.p.A. ordinary shares with a par value of € 1.00 (one euro) each, for every 1 (one) Alleanza Assicurazioni S.p.A. share owned with a par value of € 0.50 (fifty euro cents) each;

(iv) a divisible increase in share capital of the Taking-over Company Assicurazioni Generali S.p.A. at the service of the share exchange ratio referred to in paragraph (iii) above, for a maximum of € 146,906,790 (one hundred and forty-six million nine hundred and six thousand seven hundred and ninety euros), by the issue of a maximum of 146,906,790 (one hundred and forty-six million nine hundred and six thousand seven hundred and ninety) new ordinary shares, cum dividend, with a par value of € 1.00 (one euro) each;

(v) a divisible increase in share capital of the Taking-over Company Assicurazioni Generali S.p.A. for a maximum of € 50,841.00 (fifty thousand eight hundred and forty-one euros) with the issue, in one or more tranches, by the deadline of 24 April 2010, of a maximum of 50,841 (fifty thousand eight hundred and forty-one) new ordinary shares, cum dividend, excluding option rights, at the service of the exercise of 154,061 (one hundred and fifty-four thousand sixty-one) options still exercisable under the Stock Option Plan for employees of Alleanza Assicurazioni S.p.A. and its subsidiaries, in accordance with the resolution passed on 24 April 2003 by the Board of Directors of Alleanza Assicurazioni S.p.A.;

(vi) a divisible increase in share capital of the Taking-over Company Assicurazioni Generali S.p.A. for a further maximum amount of € 60,480.00 (sixty thousand four hundred and eighty euros) with the issue, in one or more tranches, by the deadline of 24 June 2010, of a maximum of 60,480 (sixty thousand four hundred and eighty) new ordinary shares, cum dividend, excluding option rights, at the service of the exercise of 183,270 (one hundred and eight-three thousand two hundred and seventy) options still exercisable under the further Stock Option Plan for employees of Alleanza Assicurazioni S.p.A. and its subsidiaries, in accordance with the resolution passed on 24 April 2003 by the Board of Directors of Alleanza Assicurazioni S.p.A.,

with the warning that the exact amount of the said rights issues will be specified in the deed that implements the Takeover, on the basis of the exact number of Alleanza Assicurazioni S.p.A. shares to be cancelled without share exchange, the exact number of Alleanza Assicurazioni S.p.A. shares to be cancelled and exchanged, and finally, the number of options still exercisable under the Stock Option Plans referred to in paragraphs (v) and (vi), which the Taking-over Company Assicurazioni Generali S.p.A. acquires with the Takeover, with the sole amendments required to take account of the exchange ratio specified in paragraph (iii);

2) omitted