Consolidated Interim Financial Report

The estimated consolidated solvency position at 30 September 2015 showed a ratio between available capital and required capital of 1.7 times,...

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Unipol Gruppo Finanziario Consolidated Interim Financial Report at 30 September 2015

UNIPOL GRUPPO FINANZIARIO S.P.A. _____________________________________________________________ Registered and Head Offices at Via Stalingrado 45, Bologna Share capital €3,365,292,408.03 fully paid-up Bologna Register of Companies, Tax and VAT No. 00284160371 - R.E.A. No. 160304 Parent of the Unipol Insurance Group entered in the Register of Insurance Groups - No. 046 Parent of the Unipol Banking Group entered in the Register of Banking Groups - No. 20052

www.unipol.it

Consolidated Interim Financial Report at 30 September 2015 (pursuant to Art. 154-ter of Legislative Decree no. 58/1998)

Bologna, 5 November 2015

CONTENTS Company bodies ............................................................................................................................ 5

INTERIM FINANCIAL REPORT Consolidation scope at 30 September 2015 .................................................................................. 8 Group highlights and alternative performance indicators ............................................................. 10 Operating performance ................................................................................................................ 11 Insurance Sector ................................................................................................................... 11 Banking Sector ...................................................................................................................... 15 Real Estate Sector................................................................................................................. 17 Holding and Other Businesses Sector ................................................................................... 17 Asset and financial management ................................................................................................. 19 Shareholders’ equity..................................................................................................................... 21 Technical provisions and financial liabilities ................................................................................. 21 Business outlook .......................................................................................................................... 22

CONSOLIDATED FINANCIAL STATEMENTS Statement of financial position ..................................................................................................... 24 Income statement ......................................................................................................................... 26 Condensed operating income statement by business segment ................................................... 27 Statement of financial position by business segment ................................................................... 28

Statement of the Manager in charge of financial reporting pursuant to Art. 154-bis of Legislative Decree no. 58/1998 ........................................................... 31

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Company bodies Honorary Chairman

Enea Mazzoli

Board of Directors Chairman

Pierluigi Stefanini

Vice Chairman

Giovanni Antonelli

Chief Executive Officer and General Manager

Carlo Cimbri

Directors

Giovanni Battista Baratta Francesco Berardini Paolo Cattabiani Piero Collina Sergio Costalli Ernesto Dalle Rive Massimo Di Menna Guido Galardi Giuseppina Gualtieri Claudio Levorato Ivan Malavasi

Secretary of the Board of Directors

Roberto Giay

Paola Manes Pier Luigi Morara Milo Pacchioni Maria Antonietta Pasquariello Elisabetta Righini Francesco Saporito Adriano Turrini Marco Giuseppe Venturi Rossana Zambelli Carlo Zini Mario Zucchelli

Board of Statutory Auditors Chairman

Roberto Chiusoli

Statutory Auditors

Silvia Bocci Domenico Livio Trombone

Alternate Auditors

Carlo Cassamagnaghi Chiara Ragazzi

Manager in charge of financial reporting

Maurizio Castellina

Independent Auditors

PricewaterhouseCoopers SpA

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Interim Financial Report

Consolidation Scope at 30 September 2015 (line-by-line method - direct holding out of total share capital)

REAL ESTATE

INSURANCE

SECTOR

SECTOR

(11)

51.91%

100%

Punta di Ferro

100%

Systema

Unisalute

98.53%

100%

Midi

99.85%

Dialogo Assicurazioni

Linear Assicurazioni

100%

100%

Athens RE Fund

99.97%

Liguria

Linear Life

100%

95.00%

Tikal RE Fund

Arca Vita

63.39%

100%

Nuove Iniziative Toscane

100%

Liguria Vita (8) 65.40%

Pronto Assistance Servizi

98.12%

Arca Assicurazioni

100%

Pronto Assistance

100%

Arca Vita International

100%

Europa Tutela Giudiziaria

51%

Incontra Assicurazioni

50%

BIM Vita

(1)

SIAT

Consorzio Castello - 99.57%

100%

100%

100%

SIM Etoile

Villa Ragionieri

UnipolSai Real Estate

Marina di Loano

Meridiano Secondo

100%

100%

(2) 24.39%

Progetto Bicocca La Piazza in liquidazione

S.E.I.S.

Arca Direct Assicurazioni - 100% Arca Inlinea - 60.22% (5) Arca Sistemi - 82.03% (6)

74%

Popolare Vita 100%

The Lawrence Life Assurance Company LTD

51.67%

(3)

Unipol RE Limited 99.998%

DDOR RE

100%

DDOR Novi Sad

100%

UnipolSai Finance

100%

Auto Presto & Bene APB Car Service - 70%

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Additional shares held by Group companies: (1) i ndirect share of 94.69% through SAI Holding Italia (2) indirect share of 25.61% through SAI Holding Italia (3) indirect share of 100% through UnipolSai Nederland, a wholly-owned subsidiary of UnipolSai (4) Atlante Finance, Castoro Rmbs, Grecale 2011 Rmbs, Grecale Abs, SME Grecale (5) 39.78% share held by Arca Assicurazioni (6) 16.97% share held by Arca Assicurazioni and 1% share held by Arca Inlinea (7) 1.63% share held by other subsidiaries (8) 34.6% share held by other subsidiaries (9) 2.5% share held by Florence Centro di Chirurgia Ambulatoriale (10) 1.19% share held by Pronto Assistance (11) 9.19% share held by Unipol Finance (12) 100% share held by UnipolSai Finance (13) 36.15% share held by UnipolSai Finance

BANKING

OTHER ACTIVITIES

SECTOR

29%

UnipolSai Investimenti SGR

SECTOR

51%

100%

SAI Mercati Mobiliari SIM

100%

Casa di Cura Villa Donatello

100%

Centro Oncologico Fiorentino Casa di Cura Villanova

Unipol Gruppo Finanziario

in liquidazione

42.25%

Unipol Banca

100%

57.75%

50% 47.5%

(9)

100%

Ambra Property

100%

Unipol Finance

Città della salute in liquidazione

Donatello Day Surgery in liquidazione - 100%

Finitalia

Florence Centro di Chirurgia Ambulatoriale - 100%

UniSalute

No. 5 SPVs (4) 100%

100%

SAI Holding Italia

Centri Medici Unisalute

Sailux

(12)

en liquidation

100%

Sainternational en liquidation

Srp Services in liquidazione - 100%

63.85%

Finsai International

100%

UnipolSai Nederland B.V.

100%

Atahotels Italresidence - 100%

100%

(7) 98.37%

Sogeint

UnipolSai Servizi Consortili

(10) 98.81%

Tenute del Cerro

100%

Service Gruppo Fondiaria-SAI

100%

UnipolSai Servizi Tecnologici

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(13)

GROUP HIGHLIGHTS Amounts in €m

30/9/2015

30/9/2014

31/12/2014

Non-Life direct insurance premiums

5,671

6,479

8,969

% variation

-12.5

-8.2

-8.7

Life direct insurance premiums

6,411

6,877

8,915

-6.8

33.9

27.7

693

107

141

547.0

-18.2

-16.2

12,082

13,356

17,883

% variation of which Life investment products % variation

Direct insurance premiums

-9.5

9.6

6.4

10,315

10,915

10,261

% variation

0.5

1.0

-5.0

Consolidated profit (loss)

594

431

505

% variation

Banking business - direct customer deposits

% variation

Investments and cash and cash equivalents % variation

Technical provisions % variation

Financial liabilities % variation

Shareholders' Equity attributable to the owners of the Parent % variation

Group solvency margin (Solvency I ratio)

37.8

18.7

168.8

81,377

79,821

79,985

1.7

7.7

7.9

62,405

60,681

61,895

0.8

6.7

8.8

15,620

15,689

15,459

1.0

-2.2

-3.6

5,493

5,748

5,691

-3.5

6.2

5.1

170%

168%

166%

Alternative performance indicators – Non-Life business 1 30/09/2015

30/09/2014

31/12/2014

Loss ratio - direct business (including OTI ratio)

67.6%

67.3%

68.0%

Expense ratio (calculated on written premiums) - direct business

27.5%

26.5%

26.7%

Combined ratio - direct business (including OTI ratio)

95.0%

93.8%

94.7%

Loss ratio - net of reinsurance

69.2%

68.5%

68.6%

Expense ratio (calculated on premiums earned) - net of reins.

25.9%

24.2%

25.4%

Combined ratio (with exp. ratio calculated on premiums earned) - net of reins.

95.1%

92.7%

94.0%

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Alternative performance indicators are not defined by accounting rules; rather, they are calculated based on economic-financial procedures used in the sector. Loss ratio: primary indicator of the cost-effectiveness of operations of an insurance company in the Non-Life segment. This is the ratio of the cost of claims for the period to earned premiums. OTI (Other Technical Items) ratio: ratio of the sum of the balance of other technical charges/income and the change in other technical provisions to net earned premiums. Expense ratio: percentage indicator of the ratio of operating expenses to premiums written. Combined ratio: indicator that measures the balance of Non-Life technical management, represented by the sum of the Loss Ratio and the Expense Ratio.

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Operating performance During the current year, the last one of the 2013-2015 Business Plan, integration activities continued and are now at an advanced stage for the simplification of the consolidation scope, the convergence of the IT systems supporting the processes of UnipolSai and of the agency network, and the streamlining of the Group's offices in major locations. In particular, in the third quarter: • the migration of the agency systems was completed for all the insurance agencies of the former Premafin Group, numbering over 1,700; • the logistical organisation of the offices in the city of Milan was substantially completed. Moreover, in October UnipolSai received the authorisations from IVASS for the mergers by incorporation of Liguria Assicurazioni and of other smaller subsidiaries, together with other subsidiaries including UnipolSai Real Estate, the latter for the purpose of concentrating and streamlining the management of the Group’s real estate assets. From a business perspective, at 30 September 2015, the Unipol Group confirmed its positive operating performance in terms of the income statement and financial position, in spite of the tensions that characterised the financial and stock markets in the last quarter and the persistence, on the domestic market, of strong competitive pressure in the Non-Life business. The Unipol Group ended the first nine months of 2015 with a consolidated profit of €594m, up compared to €431m recorded at 30 September 2014; this figure benefited from a net gain of €74m resulting from the realisation of the first phase of the sale of a portion of the Milano Assicurazioni portfolio to Allianz. The estimated consolidated solvency position at 30 September 2015 showed a ratio between available capital and required capital of 1.7 times, in line with the final figures at 31 December 2014. Bearing in mind the convertible loan issued by UnipolSai, with mandatory conversion into UnipolSai ordinary shares by 31 December 2015, the estimated Solvency I ratio rises to 1.73. At the level of the Unipol Banking Group, the CET 1, at 30 September 2015, was 17.6%.

Insurance Sector The net profit of the Insurance Sector was €731m (€610m at 30/9/2014, +19.8%), of which: - €512m relating to the Non-Life segment (€487m at 30/9/2014); - and €218m relating to the Life segment (€122m at 30/9/2014). At 30 September 2015, Investments and cash and cash equivalents of the Insurance sector totalled €68,615m (€67,354m at 31/12/2014), €18,043m of which was from Non-Life business (€18,555m at 31/12/2014) and €50,572m from Life business (€48,799m at 31/12/2014). Financial liabilities amounted to €4,582m (€4,620m at 31/12/2014), €1,524m of which in the Non-Life business (€1,820m at 31/12/2014) and €3,058m in the Life business (€2,800m at 31/12/2014), whose increase is particularly due to the Financial liabilities relating to contracts issued by insurance companies where the investment risk is borne by policyholders. Total premiums (direct and indirect premiums and investment products) at 30 September 2015 amounted to €12,113m (€13,383m at 30/9/2014). Premiums of the third quarter of 2015 alone amounted to €3,386m (€3,288m in

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the third quarter of 2014). Non-Life premiums amounted to €5,701m (€6,505m at 30/9/2014) and Life premiums totalled €6,412m (€6,878m at 30/9/2014). Direct premiums Direct premium income Amounts in €m

Non-Life direct premiums Life direct premiums Total direct premium income

30/9/2015 5,671 6,411 12,082

% comp.

46.9 53.1 100.0

30/9/2014 6,479 6,877 13,356

% comp.

% var.

48.5 51.5 100.0

-12.5 -6.8 -9.5

On the basis of estimated operating figures, Non-Life direct premiums declined by 5.5%. Indirect premiums Indirect business Amounts in €m

Non-Life premiums Life premiums Total indirect premiums

30/9/2015 30 1 31

% comp.

96.8 3.2 100.0

30/9/2014 26 1 27

% comp.

% var.

94.9 5.1 100.0

16.8 -28.5 14.4

Non-Life business Premiums at 30 September 2015, as is forecast for the entire year as well, declined, fully reflecting the effects of the sale of the business unit pertaining to some of the agencies of the former Milano Assicurazioni to Allianz, which started in the second half of 2014 and was completed, with the transfer of the related existing portfolio, at the end of 2014. The breakdown of direct business relating to the main classes compared with 30 September 2014 is illustrated in the following table: Non-Life business direct premium income Amounts in €m

Land, sea, lake and river motor vehicles TPL (classes 10 and 12) Land Vehicle Hulls (class 3) Total premiums - Motor vehicles Accident and Health (classes 1 and 2) Fire and Other damage to property (classes 8 and 9) General TPL (class 13) Other classes Total premiums - Non-Motor vehicles Total Non-Life direct premiums

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30/9/2015 2,848 450

% comp.

3,298

58.2

30/9/2014 3,443 504

% comp.

3,946

60.9

-16.4

39.1 100.0

-4.7 -7.6 -5.0 -9.0 -6.3 -12.5

850

892

711 453 359 2,373 5,671

770 477 394 2,533 6,479

41.8 100.0

% var.

-17.3 -10.6

Competition in MV TPL tariffs continues to be very keen, as attested by a change in the average market premium, in the second quarter of 2015, of -7.8% year on year2, reflected, especially for the Unipol Group as the market leader, in the progressive decline in premiums from this class. In this scenario, the Non-Life premiums of the Group amounted to €5,671m (-12.5% compared to the data at the third quarter of 2014). Based on management assessments, the overall decline in the Non-Life direct premiums, estimated by excluding the effects resulting from the aforementioned transfer of the portfolio (hereinafter “estimated operating figure”) stood at approximately -5.5%. The MV TPL class recorded direct premiums of €2,848m, down by 17.3% (-8.9% is the estimated operating figure), recovering from the first half of 2015 thanks to the actions taken from the second quarter onwards with the goal of making the offer more competitive both in terms of new customers and of renewals. The Land Vehicle Hulls class also recorded a decline, with premiums of €450m (-10.6% and estimated operating figure -2.8%) as a direct effect of the current trend in the MV TPL class, as well as of the reduction in expenditure for non-mandatory insurance and the ageing of the vehicle fleet on the road. The Non-MV class showed more resilience despite the persistently weak macroeconomic scenario, with premiums of €2,373m, down by 6.3% (estimated operating figure -1.6%). The loss ratio solely for Non-Life direct business, including the OTI ratio, stood at 67.6% (67.3% at 30/9/2014). In the MV TPL class the technical indicators remain positive thanks to the constant control of average costs and to the stability of the provisions for previous year claims. The decline in frequency continued, albeit at a slower rate, and was reflected in the further decrease in the number of claims. In the Non-MV classes, the loss ratio improved, after a first quarter affected by significant material damages caused by an exceptionally severe weather event (wind storm) which hit Tuscany in early March. The expense ratio for direct business was 27.5% (26.5% at 30/9/2014), despite the drop in operating costs in absolute terms; the value was impacted by the decline in premiums and by the shift of the sales mix towards business that offers higher commissions; another factor was the greater incidence of variable commissions directly linked to the technical improvement. The combined ratio, based on direct business, was 95% at 30 September 2015 (93.8% at 30/9/2014). Non-Life premiums of the main Group insurance companies The Non-Life direct premiums of the UnipolSai Group totalled €5,252m (€6,052m at 30/9/2014, -13.2% and estimated operating figure -5.8%). The direct premiums relating solely to UnipolSai, the Group’s main insurance company, amounted to €4,984m (€5,735m at 30/9/2014, -13.1%, and estimated operating figure -5.2%), of which. − €3,079m in the MV classes (€3,673m at 30/9/2014, -16.2%, and estimated operating figure -7.1%). − €1,904m in the Non-MV classes (€2,062m at 30/9/2014, -7.6%, and estimated operating figure -1.8%). At 30 September 2015 Arca Assicurazioni, the Non-Life company in the Arca Group, recorded direct premiums of €75m, down 2.3% compared to 30 September 2014. The specialist companies (Linear and Unisalute) recognised total direct premiums of €344m at 30 September 2015 (-1.8% compared to 30/9/2014). Unisalute grew by 7.4%, while Linear declined by 17%.

2

Source: IVASS, IPER Statistical Bulletin no.3

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Life Business The breakdown of direct business relating to the main classes compared with 30 September 2014 is illustrated in the following table. Life business direct premium income Amounts in €m Premiums I - Whole and term Life insurance III - Unit-linked/index-linked policies IV - Health V - Capitalisation insurance VI - Pension funds Total Life business premium income Investment products III - Unit-linked/index-linked policies VI - Pension funds Total Life investment products Total premium income I - Whole and term Life insurance III - Unit-linked/index-linked policies IV - Health V - Capitalisation insurance VI - Pension funds Total Life business direct premium income

30/9/2015

% comp.

30/9/2014

% comp.

% var.

3,963 993 1 448 314 5,719

69.3 17.4 0.0 7.8 5.5 100.0

4,754 1,314 1 391 310 6,770

70.2 19.4 0.0 5.8 4.6 100.0

-16.6 -24.4 17.8 14.4 1.4 -15.5

661 31 693

95.5 4.5 100.0

79 28 107

73.7 26.3 100.0

737.8 11.7 547.0

3,963 1,654 1 448 346 6,411

61.8 25.8 0.0 7.0 5.4 100.0

4,754 1,393 1 391 338 6,877

69.1 20.2 0.0 5.7 4.9 100.0

-16.6 18.7 17.8 14.4 2.3 -6.8

Within the Life segment, in a market environment characterised by low interest rates, the aim is to favour higher quality production and contain financial risks, also in compliance with Solvency II. At 30 September 2015, a significant amount of premiums, amounting to €6,411m, was recorded, albeit with a 6.8% decline when compared with the same period of the previous year. New business in terms of APE3, net of non-controlling interests, amounted to €342m at 30 September 2015 (€374m at 30/9/2014, -8.5%), of which €164m contributed by traditional companies and €178m by bancassurance companies.

3

APE – Annual Premium Equivalent: the new Life business expressed in APE is a measurement of the volume of business relating to new policies and corresponds to the sum of regular premiums of new products and one tenth of single premiums. This indicator is used to assess the business along with the in force value and the Life new business value of the Group.

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Life premiums of the main Group insurance companies The Life direct premiums of the UnipolSai Group totalled €4,911m (€5,827m at 30/9/2014, -15.7%).The decrease was due in particular to class I Traditional Policies (-25.4%), which, with €2,828m, represent 57.6% of total premiums. Class III Unit- and Index-Linked Policies had premiums of €1,299m (-1.5%), while class V Capitalisation Policies grew (+14.9%) along with Class VI Pension Funds (+2.3%), respectively with premiums of €438m and €346m. Direct premiums relating to UnipolSai alone stood at €2,363m (€2,583m at 30/9/2014), -8.5% compared to 30 September 2014. Growth was experienced by Class V Capitalisation Policies, with premiums of €414m (+13.9%) and Class VI Pension Funds, with premiums of €341m (+2.1%), whereas Class I Traditional Policies declined by 14.7%, with premiums of €1,604m. The bancassurance companies of the UnipolSai Group, Popolare Vita and its subsidiary The Lawrence Life, collected premiums amounting respectively to €1,925m (€2,425m at 30/9/2014, -20.6%) and €479m (€682m at 30/9/2014, -29.7%). Overall, the Popolare Vita Group declined by 22.6%. At 30 September 2015 the Life companies of the Arca Group (Arca Vita and Arca Vita International), with premiums of €1,498m, recorded significant growth of 42.8%, mainly attributable to the Class III products placed by the subsidiary Arca Vita International.

Banking Sector The Banking Sector benefited from the improvement of the macroeconomic environment and the confirmation of a prudential lending policy, which entailed a contraction in loans compared to December 2014. The first signals of a reduction in impaired loans are being observed, thanks in part to some assignments without recourse that did not cause any significant impacts on the income statement. The commercial offering favours retail customers and SMEs, seeking also to increase cross selling on the insurance customer base, through the financing of insurance premiums and the sale of banking products through the agency channel. Consequently, the banking sector in the first nine months of 2015 contributed positive results to the Group. At 30 September 2015, the net profit of the Banking sector was €6m (€7m at 30/9/2014). The Investments and cash and cash equivalents of the Banking sector totalled €11,452m at 30 September 2015 (€11,814m at 31/12/2014). Financial liabilities amounted to €10,967m (€11,152m at 31/12/2014).

Operating performance of Unipol Banca At 30 September 2015 direct deposits , totalling €10,292m, were stable compared to the 2014 year end value (+0.4%), due to greater deposits by Group companies (+24.8%) in the form of current accounts (+€95m) and time deposits (+€184m). Net of volumes attributable to Group companies and to Cassa Compensazione e Garanzia, direct deposits attributable to ordinary customers decreased by 1.3% (amounting to €112m), with a decline in both the Retail component (-1.8%) and the Business market (-0.6%). At 30 September 2015, the volumes attributable to Group companies represented 13.7% of total deposits (11% at the end of 2014).

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Indirect deposits at 30 September 2015 amounted to €49.9bn, up by 1.7% compared to the end of 2014 (€49.1bn). Net of Group volumes, indirect deposits totalled €4bn, up by 12.9% compared to 31 December 2014 On the whole, assets under management amounted to €2.1bn at 30 September 2015 (€1.9bn at 31/12/2014), divided into managed portfolios (€0.2bn, +1.3%), mutual funds (€1bn, +11.4%) and Life insurance policies (€0.8bn, +14.8%). Growth was experienced by both the Retail market (+12.3%) and the Business market (+11.3%). Funds under custody totalled €47.9bn at 30 September 2015, having grown by €0.7bn (+1.3%), of which €0.4bn pertained to Group volumes. The Business market grew significantly (+43.7% amounting to +€0.4bn), offsetting the decrease by €0.1bn (-12.3%) of the Retail market. At 30 September 2015, receivables from customers were €9,402m, down by 4.3% from the figure at the end of 2014. In September, mortgage loans amounting to €718m were securitised. Gross impaired loans at 30 September 2015 amounted to €3,847m, down by 1.3% compared to €3,896m at 31 December 2014. The good result was obtained, in part, to the closing of some impaired positions included in the indemnity agreement with the Parent Unipol (at the end of 2014 they were covered for €70m) which made it possible to absorb the flow of new entries into the impaired loans. At 30 September 2015, the value of the covered portfolio was €833m (€908m at 31/12/2014). During the period, the coverage ratio grew by 0.4 percentage points, reaching 30% in spite of the exit from the aforementioned positions which had lower coverage thanks to said agreement (29.6% at 31/12/2014). At the end of the quarter, the coverage ratio, including the provisions made by the Parent Unipol on the total credit indemnities, grew to 42.7% (42.3% at 31/12/2014). At 30 September 2015 the net balance due to the banking system was negative by €41m, a significant decrease compared to -€450m at the end of 2014, having offset the excess deposits with interbank loans. As to the income statement, the profit after taxes at 30 September 2015 amounted to €8m, a sharp improvement over the same period of 2014, which had ended with a loss of €14m. The comparison on a likefor-like basis is also positive (considering the result of Banca Sai at 30/9/2014), as it would have led to substantial break-even (-€1m). The gross operating income at 30 September 2015 amounted to €226m, in decline, on a like-for-like basis, by 18.4%, as a result of the reduction, on a like-for-like basis, in net interest income by €153m (-8.1%) and in net commission income by €74m (-2.4%), and of the effects of the transfer of some credit positions relating to the indemnity agreement with the Parent Unipol, which generated losses on disposal of €25m, offset by other operating income recognised under Operating expenses, for the exercise of the indemnity request. In addition, lower gains by €13m were realised on the proprietary portfolio. Impaired loan performance was positive, with a decline compared to the values at the end of 2014 (-1.3% calculated on the value before provisions), which did not need the same level of cost of risk as in 2014, thus requiring lower adjustments by €23m (including €8m of write-downs on financial assets and other assets).

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Real Estate Sector The Real Estate sector, which includes only real estate companies and their investees, recorded a net loss of €66m at 30 September 2015 (-€33m at 30/9/2014), which was affected by write-downs of approximately €69m (pre-tax and already recognised in the first half), pertaining to some assets, pending value enhancement in the medium term. Investments and cash and cash equivalents of the Real Estate sector (including instrumental properties for own use) totalled €1,762m at 30 September 2015 (€1,855m at 31/12/2014), consisting mainly of Investment property amounting to €1,042m (€1,157m at 31/12/2014) and Properties for own use totalling €512m (€481m at 31/12/2014). Financial liabilities amounted to €163m at 30 September 2015, substantially unchanged from 31/12/2014. The activities pertaining to the execution of the main real estate projects currently ongoing in the Milan area are continuing: − restoration and enhancement of the “Torre Galfa” property, located in via Fara 41; − requalification of the “Torre Velasca” property; − requalification of the property in via Pantano 26/Corso di Porta Romana 19; − construction of a new multi-storey building for its own use at via Melchiorre Gioia and via Don Sturzo, located in the urban redevelopment zone known as “Porta Nuova Garibaldi”. In addition, during the quarter in question, the process to dispose of a portion of the portfolio continued, by means of several transactions, which regarded, in particular, individual properties located throughout the country. Of note is the sale of the property, for hospitality use, located in Milan in via Caldera, 21. Lastly, with reference to the investment in the real estate development project for the area called "Porta Nuova", reference is made to the information provided within the Consolidated Half-Yearly Financial Report at 30 June 2015.

Holding and Other Businesses Sector The Holding and Other Businesses sector at 30 September 2015 recorded a net loss of €77m (loss of €153m at 30/9/2014). In particular, the Unipol holding, in relation to the Credit Indemnity Agreement with the subsidiary Unipol Banca, allocated €20m to provisions for risks at 30 September 2015, versus €130m at 30 September 2014. At 30 September 2015, Investments and cash and cash equivalents of the Holding and Other Businesses sector (including properties for own use for €185m) totalled €2,015m (€1,220m at 31/12/2014). Financial Liabilities amounted to €1,906m (€1,280m at 31/12/2014). The increase compared to 31 December 2014 is attributable to the outcome of the Exchange Offer promoted by Unipol on two senior unsecured bond loans expiring in 2017 and 2021, and the simultaneous issue, on 18 March 2015, of a new bond loan maturing in 2025. Commercial development activities of the diversified companies continued in the third quarter of 2015. These activities, along with redevelopment actions implemented in previous years and still in progress, achieved better results than in the previous year, despite continued weakness in the market environment.

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In particular, in the hotels segment Atahotels, at 30 September 2015, achieved a net profit of €4m, versus the loss of €3m at 30 September 2014, also by effect of the performance of the facilities in the Milan area involved by the 2015 Milan Expo. With regard to the project of acquiring the “UNA” hotel management business and the related portfolio of hotel properties, the Group is waiting for completion of some operating processes necessary for the closing of the acquisition. Though they did improve, the results of the medical clinics and of the farming company Tenute del Cerro were still negative.

18

Asset and financial management As regards the management of financial investments, in spite of the severe tensions experienced in the third quarter on the stock markets as a result of the slow-down of the Chinese economy, the Group’s securities portfolio, characterised by a significant presence of Italian government securities, maintained a significant increase in value in the third quarter of 2015, boosted by the intensification, announced in early September by the ECB, of the anti-deflationary action brought about by the launch of Quantitative Easing. Even with a conservative risk/return profile of the assets and maintaining consistency between assets and liabilities towards the insured, the portfolio profitability showed a significant return over the period considered i.e. approximately 4.9% of the invested assets. Said result was contributed by the realisation policy adopted by the Group, consequent to the operations carried out to increase the diversification profile of financial assets and the completion, in the first part of the year, of forward sales of some securities agreed in 2014. The bond segment was the main focus of operations, mainly affecting Italian government bonds and nongovernment bonds, applying a medium/long-term investment approach. The exposure to government bonds during the first nine months increased by approximately €620m. During the period, the net balance of Government bonds was positive on the Life segment, i.e. €1,522m, whereas it was negative on the Non-Life segment, where the decrease amounted to €1,255m. Purchases on the holding amounted to approximately €350m. Purchases on the Life portfolio involved mainly fixed rate securities, and were useful to meet the ALM requirements of the Segregated Accounts, continuing the rationalisation of the maturity dates of liabilities with covering assets. This activity, carried out on the basis of the contractual commitments and the goals of the Business Plan, was also implemented by using zero coupon type government bonds, primarily Italian and Spanish, which allow the protection of minimum guaranteed returns and of the coupon reinvestment risk. Risk hedges were set in place for the Life portfolio to hedge the risk of a rise in interest rates, through derivative contracts focused on specific ALM requirements of several Segregated Accounts. Activities involving Government bonds on the Non-Life segment were characterised by a sharp reduction in exposure in absolute value through a re-modulation of the due dates in the portfolio. Sales involved medium/long-term fixed rate securities; repurchases focused on the very short-term portion (treasury bills and CTZ) or on floating rate securities (treasury credit certificates), index-linked to inflation. Operations in derivatives were also undertaken for the Non-Life portfolio to mitigate the risk of a rise in interest rates. The non-government component of bonds saw an increase of €1,347m in overall exposure during the nine months. This increase affected both the Life segment (€568m) and Non-Life segment (€803m); exposure to the Holding decreased by approximately €24m. Transactions mainly involved financial and industrial securities, both senior unsecured and subordinated. Asset portfolio simplification activities continued during the nine months. Level 2 and 3 structured bonds saw an overall reduction in exposure of €575m. Investment in equities increased by approximately €200m in the first nine months of 2015. The increase was accompanied by the purchase of put options directed at mitigating volatility and maintaining the value of the portfolio. Transactions were broken down based on individual shares and ETFs (Exchange Traded Funds), representing share indexes. The portfolio contained bonds with a good scope for future profits and a high income flow. Almost all equity instruments belong to the main European share indexes. The investment in alternative funds, a category that includes Private Equity Funds and Hedge Funds, amounted to €381m. Currency operations were mainly conducted to hedge the currency risk of outstanding equity and bond positions.

19

The overall duration of the Group is 5.4 years, slightly longer than 5.23 years at the end of 2014. The Non-Life duration in the Group insurance portfolio was 3.26 years (3.13 years at the end of 2014); in Life business, duration was 6.38 years (6.15 years at the end of 2014). The Holding duration was 0.93 years, down compared to the end of last year (1.05 years) due to the liquidity suitably held in the portfolio. The fixed rate and floating rate components of the bond portfolio amounted respectively to 79.4% and 20.6%. The government component accounted for approximately 77% of the bond portfolio whilst the corporate component accounted for the remaining 23%, split into 17.4% financial and 5.6% industrial credit. Italian government bonds accounted for 70.5% of the total bond portfolio. 90.9% of the bond portfolio was invested in securities with ratings higher than BBB-. 2% of the total was positioned in classes AAA to AA-, while 4.7% of securities had an A rating. The exposure to securities in the BBB rating class was 84.3%. At 30 September 2015, Group Investments and cash and cash equivalents totalled €81,377m (€79,985m at 31/12/2014), with the following breakdown by business segment: Investments and cash and cash equivalents -Breakdown by business segment Amounts in €m Insurance Banking Holding and Services Real Estate Intersegment eliminations Total investments and cash and cash equivalents

30/09/2015 % comp. 68,615 84.3 11,452 14.1 2,015 2.5 1,762 2.2 -2,467 -3.0 81,377 100.0

31/12/2014 % comp. 67,354 84.2 11,814 14.8 1,220 1.5 1,855 2.3 -2,259 -2.8 79,985 100.0

% var. 1.9 -3.1 65.3 -5.0 9.2 1.7

The breakdown by investment category is as follows: Amounts in €m Property (*) Investments in subsidiaries, associates and interests in joint ventures Held-to-maturity investments Loans and receivables Debt securities Loans and receivables from bank customers Interbank loans and receivables Deposits with ceding companies Other loans and receivables Available-for-sale financial assets Financial assets at fair value through profit or loss held for trading at fair value through profit or loss Cash and cash equivalents Total investments and cash and cash equivalents (*) including properties for own use

20

30/9/2015 3,889 89 1,589 14,712 4,583 8,562 593 28 947 50,145 10,065 514 9,551 888 81,377

% comp.

4.8 0.1 2.0 18.1 5.6 10.5 0.7 0.0 1.2 61.6 12.4 0.6 11.7 1.1 100.0

31/12/2014 4,010 178 2,238 14,658 4,414 9,006 338 31 868 48,378 9,849 392 9,457 674 79,985

% comp.

% var.

5.0 0.2 2.8 18.3 5.5 11.3 0.4 0.0 1.1 60.5 12.3 0.5 11.8 0.8 100.0

-3.0 -49.9 -29.0 0.4 3.8 -4.9 75.3 -9.7 9.0 3.7 2.2 31.1 1.0 31.7 1.7

Net financial income (not including net income from financial assets and liabilities, whose investment risk is borne by policyholders) amounted to €1,802m at 30 September 2015, compared to €1,484m at 30 September 2014 (+23.2%).

Shareholders’ equity Shareholders’ Equity attributable to the owners of the Parent amounted to €5,493m (€5,691m at 31/12/2014). The main changes in the period were as follows: - a decrease of €126m due to dividend distribution; - a decrease of €145m of the Income-related and other equity reserves due to the change in the share of participating interests in the UnipolSai Group after the conversion of category A savings shares; - a decrease of €281m owing to the decrease in the Provision for gains and losses on available-for-sale financial assets, from €777m at 31 December 2014 to €496m at 30 September 2015; - a decrease of €11m owing to the decrease in the reserve for Other gains or losses recognised directly in equity; - an increase of €335m as a result of the Group profit at 30 September 2015. Shareholders’ Equity attributable to non-controlling interests amounted to €2,818m (€2,749m at 31/12/2014). On 1 July 2015, 281,456 shares were assigned to the Managers of the Unipol Group in accordance with the compensation plans based on financial instruments for the period 2010-2012. At 30 September 2015 there were 9,593,375 treasury shares in the portfolio (9,874,831 at 31/12/2014).

Technical provisions and financial liabilities At 30 September 2015 technical provisions amounted to €62,405m (€61,895m at 31/12/2014) and financial liabilities totalled €15,620m (€15,459m at 31/12/2014). Technical provisions and financial liabilities Amounts in €m Non-Life technical provisions Life technical provisions Total technical provisions Financial liabilities at fair value Investment contracts - insurance companies Other Other financial liabilities Investment contracts - insurance companies Subordinated liabilities Payables to bank customers Interbank payables Other Total financial liabilities Total

21

30/9/2015 16,947 45,458 62,405 2,353 2,116 237 13,267 0 2,558 5,558 642 4,509 15,620 78,025

31/12/2014 17,636 44,259 61,895 2,277 1,608 670 13,182 7 2,623 5,717 796 4,039 15,459 77,354

% var. -3.9 2.7 0.8 3.3 31.6 -64.6 0.6 -93.6 -2.5 -2.8 -19.3 11.6 1.0 0.9

Business outlook In October, the ECB’s statements on maintaining the accommodating bias of its monetary policy, directed at stimulating inflation and the economic recovery, promoted a recovery of the financial markets and a new reduction in the spread between BTp and Bund. The objective of financial operations continues to be to achieve consistency between assets and liabilities and to maintain a high standard of portfolio quality through criteria of diversification of the issuers that maintain particular focus on their strength and liquidity. As far as the performance of the businesses in which the Group operates is concerned, there were no significant events to report in a scenario that, particularly in the Non-Life insurance business, remains highly competitive. The Group is completing the integration activities defined in the 2013-2015 Business Plan and it is defining the Strategic Guidelines supporting the preparation of the new Business Plan for the years 2016-2018.

Bologna, 5 November 2015

The Board of Directors

22

Consolidated Financial Statements: Statement of financial position − Income statement − Condensed operating income statement by business segment − Statement of financial position by business segment −

Consolidated Statement of Financial Position - Assets

Valori in Milioni di Euro

Amounts in €m 1 1.1 1.2 2 2.1 2.2 3 4 4.1 4.2 4.3 4.4 4.5 4.6 5 5.1 5.2 5.3 6 6.1 6.2 6.3 6.4 6.5 7

INTANGIBLE ASSETS Goodwill Other intangible assets PROPERTY, PLANT AND EQUIPMENT Property Other tangible assets TECHNICAL PROVISIONS - REINSURERS' SHARE INVESTMENTS Investment property Investments in subsidiaries, associates and interests in joint ventures Held-to-maturity investments Loans and receivables Available-for-sale financial assets Financial assets at fair value through profit or loss SUNDRY RECEIVABLES Receivables relating to direct insurance business Receivables relating to reinsurance business Other receivables OTHER ASSETS Non-current assets or assets of a disposal group held for sale Deferred acquisition costs Deferred tax assets Current tax assets Other assets CASH AND CASH EQUIVALENTS TOTAL ASSETS

24

30/9/2015

31/12/2014

2,073 1,582 491 1,488 1,354 134 947 79,134 2,535 89 1,589 14,712 50,145 10,065 2,895 1,124 68 1,703 1,932 15 82 948 76 810 888 89,358

2,133 1,582 551 1,522 1,364 157 988 77,946 2,646 178 2,238 14,658 48,378 9,849 3,594 1,692 95 1,807 1,770 9 76 1,044 120 521 674 88,627

Consolidated of Financial Position - Shareholders' Equity and Liabilities Valori in Milioni diStatement Euro Amounts in €m 1 1.1 1.1.1 1.1.2 1.1.3 1.1.4 1.1.5 1.1.6 1.1.7 1.1.8 1.1.9 1.2 1.2.1 1.2.2 1.2.3 2 3 4 4.1 4.2 5 5.1 5.2 5.3 6 6.1 6.2 6.3 6.4

SHAREHOLDERS' EQUITY attributable to the owners of the Parent Share capital Other equity instruments Capital reserves Income-related and other equity reserves (Treasury shares) Reserve for foreign currency translation differences Gains or losses on available-for-sale financial assets Other gains or losses recognised directly in equity Profit (loss) for the year attributable to the owners of the Parent attributable to non-controlling interests Share capital and reserves attributable to non-controlling interests Gains or losses recognised directly in equity Profit (loss) for the year attributable to non-controlling interests PROVISIONS TECHNICAL PROVISIONS FINANCIAL LIABILITIES Financial liabilities at fair value through profit or loss Other financial liabilities PAYABLES Payables arising from direct insurance business Payables arising from reinsurance business Other payables OTHER LIABILITIES Liabilities associated with disposal groups Deferred tax liabilities Current tax liabilities Other liabilities TOTAL SHAREHOLDERS’ EQUITY AND LIABILITIES

25

30/9/2015

31/12/2014

8,311 5,493 3,365 0 1,725 -428 -35 2 496 31 335 2,818 2,206 353 259 582 62,405 15,620 2,353 13,267 1,299 208 140 950 1,141 0 35 36 1,070 89,358

8,440 5,691 3,365 0 1,725 -356 -36 2 777 20 192 2,749 1,972 464 313 643 61,895 15,459 2,277 13,182 933 154 44 735 1,257 0 102 28 1,127 88,627

Consolidated Income Statement Amounts in €m 1.1 Net premiums 1.1.1 Gross premiums earned 1.1.2 Earned premiums ceded to reinsurers 1.2 Commission income 1.3

1

2 3 4

Gains and losses on financial instruments at fair value through profit or loss

1.4 Gains on investments in subsidiaries, associates and interests in joint ventures 1.5 Gains on other financial instruments and investment property 1.5.1 Interest income 1.5.2 Other income 1.5.3 Realised gains 1.5.4 Unrealised gains 1.6 Other revenue TOTAL REVENUE AND INCOME 2.1 Net charges relating to claims 2.1.1 Amounts paid and changes in technical provisions 2.1.2 Reinsurers' share 2.2 Commission expense 2.3 Losses on investments in subsidiaries, associates and interests in joint ventures 2.4 Losses on other financial instruments and investment property 2.4.1 Interest expense 2.4.2 Other charges 2.4.3 Realised losses 2.4.4 Unrealised losses 2.5 Operating expenses 2.5.1 Commissions and other acquisition costs 2.5.2 Investment management expenses 2.5.3 Other administrative expenses 2.6 Other costs TOTAL COSTS AND EXPENSES PRE-TAX PROFIT (LOSS) FOR THE YEAR Income tax PROFIT (LOSS) FOR THE YEAR AFTER TAXES PROFIT (LOSS) FROM DISCONTINUED OPERATIONS CONSOLIDATED PROFIT (LOSS) of which attributable to the owners of the Parent of which attributable to non-controlling interests

26

30/9/2015

30/9/2014

11,393 11,712 -319 90

13,512 13,859 -347 94

215

158

8 2,324 1,486 141 612 85 395 14,425 -10,228 -10,347 120 -23 -7 -717 -202 -40 -205 -270 -2,054 -1,324 -57 -673 -529 -13,559 866 -272 594 0 594 335 259

3 2,598 1,589 147 690 171 454 16,819 -12,300 -12,441 141 -28 -10 -901 -234 -80 -274 -313 -2,214 -1,475 -57 -682 -604 -16,058 761 -329 432 -1 431 200 231

27

NON-LIFE BUSINESS

LIFE BUSINESS

-15.7 22.7 19.5 -3.8 178.4 75.8 -198.6 -14.5 -9.3 -9.9 -7.3 16.3 7.0 -14.7 0.0 19.8

30/9/14 % var.

5,688 6,757 -15.8 5,705 6,755 -15.5 11,393 13,512 0 0 -130.9 7 6 17.6 7 6 579 425 36.2 1,275 1,126 13.2 1,854 1,551 272 310 -12.3 908 917 -1.0 1,180 1,227 61 49 25.8 63 -4 ##### 124 45 258 121 112.5 272 180 51.1 529 301 -11 -55 -79.4 32 33 -4.3 21 -21 -3,844 -4,599 -16.4 -6,362 -7,338 -13.3 -10,207 -11,937 -1,516 -1,672 -9.4 -272 -299 -9.0 -1,787 -1,971 -1,207 -1,327 -9.1 -145 -173 -16.7 -1,352 -1,501 -309 -345 -10.5 -127 -125 1.5 -436 -470 -172 -131 31.4 -47 -58 -18.1 -220 -189 734 779 -5.8 305 193 58.5 1,040 972 -222 -292 -23.9 -87 -70 23.8 -309 -362 0 0 0.0 0 0 0.0 0 0 512 487 5.1 218 122 78.4 731 610 325 313 120 56 445 370 187 174 99 66 286 240

30/9/15

INSURANCE SECTOR

0 73 125 179 0 -7 -48 0 -220 0 -220 31 8 -2 0 6 5 1

0 80 160 191 0 41 -73 0 -228 0 -228 10 22 -14 -1 7 0 7

0.0 -9.4 -21.8 -6.3 -11.3 -116.5 -34.7 0.0 -3.4 0.0 -3.4 194.2 -65.0 -87.6 -100.0 -15.0

30/9/15 30/9/14 % var.

BANKING SECTOR

0 20 -52 -38 -16 3 0 0 -121 0 -121 60 -92 15 0 -77 -75 -2

0 13 -32 -28 -4 0 0 0 -87 0 -87 -93 -199 46 0 -153 -149 -4

30/9/15 30/9/14

0.0 54.1 -62.4 36.0 340.0 1821.0 -58.0 0.0 38.9 0.0 38.9 -164.3 53.8 -67.0 -100.0 49.9

% var.

HOLDING AND OTHER BUSINESSES SECTOR

Condensed Consolidated Operating Income Statement by business segment

Amounts in €m 30/9/15 30/9/14 % var. 30/9/15 30/9/14 % var.

Net premiums Net commission income Financial income/expense (excl. assets/liabilities at fair value) Net interest income Other gains and losses Realised gains and losses Unrealised gains and losses Net charges relating to claims Operating expenses Commissions and other acquisition costs Other expenses Other gains and losses Pre-tax profit (loss) Income tax Profit (loss) from discontinued operations Consolidated profit (loss) Profit (loss) attributable to the owners of the Parent Profit (loss) attributable to non-controlling interests

Valori in Milioni di Euro

0 0 -45 -1 30 -1 -72 0 -23 0 -23 -22 -90 24 0 -66 -40 -26

% var.

0 0.0 0 0.0 -8 -484.3 -1 26.4 31 -3.4 -1 118.5 -37 95.9 0 0.0 -11 104.6 0 0.0 -11 104.6 -15 41.6 -34 -161.6 2 1,338.1 0 0.0 -33 -101.8 -21 -12

30/9/15 30/9/14

REAL ESTATE (*) SECTOR

0 -33 -81 -30 -31 0 -20 0 98 28 70 16 0 0 0 0 0 0

30/9/15

30/9/14

% var.

TOTAL CONSOLIDATED

0 11,393 13,512 -15.7 -34 66 65 1.8 -187 1,802 1,484 21.4 -26 1,290 1,363 -5.4 -31 107 41 160.6 0 524 341 53.5 -130 -119 -261 -54.5 0 -10,207 -11,937 -14.5 83 -2,054 -2,214 -7.2 26 -1,324 -1,475 -10.2 57 -730 -739 -1.2 138 -134 -150 -10.1 0 866 761 13.7 0 -272 -329 -17.4 0 0 -1 -100.0 0 594 431 37.8 0 335 200 67.7 0 259 231 11.9

30/9/15 30/9/14

Intersegment eliminations

28

16,896 1,436

TECHNICAL PROVISIONS - REINSURERS' SHARE

INVESTMENTS

3

4

4.1 Investment property

547

TECHNICAL PROVISIONS

FINANCIAL LIABILITIES

3

4

OTHER LIABILITIES

6

TOTAL SHAREHOLDERS' EQUITY AND LIABILITIES

PAYABLES

5

4.2 Other financial liabilities

4.1 Financial liabilities at fair value through profit or loss

SHAREHOLDERS' EQUITY

PROVISIONS

1

2

TOTAL ASSETS

23,328

644

853

1,477

48

1,524

16,947

480

2,880

23,328

7

CASH AND CASH EQUIVALENTS

714

6.2 Other assets

748 34

OTHER ASSETS

6

205 2,132

6.1 Deferred acquisition costs

SUNDRY RECEIVABLES

5

4.6 Financial assets at fair value through profit or loss

2,105 12,681

4.5 Available-for-sale financial assets

4.3 Held-to-maturity investments

4.4 Loans and receivables

70 399

Investments in subsidiaries, associates and interests in 4.2 joint ventures

851

674

PROPERTY, PLANT AND EQUIPMENT

24,558

736

774

1,635

185

1,820

17,636

558

3,033

24,558

300

710

27

738

2,814

118

13,257

2,109

639

62

1,432

17,617

873

713

1,503

51,891

267

214

764

2,294

3,058

45,458

29

2,865

51,891

396

84

48

132

513

9,805

36,244

3,295

762

4

11

50,122

97

60

572

50,462

267

196

798

2,002

2,800

44,259

25

2,916

50,462

518

152

48

200

739

9,711

34,375

3,253

781

95

11

48,226

115

62

603

30/9/2015 31/12/2014

1,480

30/9/2015 31/12/2014

2

Amounts in €m

INTANGIBLE ASSETS

Life business

Non-Life business

1

Valori in Milioni di Euro

Statement of financial position by business segment

12,246

363

156

10,958

8

10,967

26

736

12,246

96

690

690

84

43

821

10,054

428

7

1

11,354

13

8

12,342

356

75

11,067

84

11,152

17

743

12,342

100

418

418

85

8

652

10,226

818

7

1

11,713

16

11

30/9/2015 31/12/2014

Banks

2,936

34

273

1,906

1,906

512

211

2,936

798

575

575

301

12

371

605

0

45

1,033

215

14

1,996

47

97

1,278

3

1,280

512

60

1,996

608

579

579

132

12

44

323

0

45

424

234

19

30/9/2015 31/12/2014

Holding and Other Businesses

1,873

17

56

160

3

163

18

1,620

1,873

128

41

41

59

34

39

8

1,042

1,123

523

0

1,931

2

55

161

3

164

22

1,688

1,931

111

25

25

37

57

36

13

1,157

1,263

495

1

30/9/2015 31/12/2014

Real Estate

-2,917

-183

-254

-1,997

-1,997

-483

-2,917

-1,077

-254

-254

-193

-7

-1,386

-1,392

2

-2

-2,662

-151

-264

-1,757

-1,757

-490

0

-2,662

-963

-189

-189

-212

-7

-1,290

-1,298

2

-2

30/9/2015 31/12/2014

Intersegment eliminations

89,358

1,141

1,299

13,267

2,353

15,620

62,405

582

8,311

89,358

888

1,850

82

1,932

2,895

10,065

50,145

14,712

1,589

89

2,535

79,134

947

1,488

2,073

88,627

1,257

933

13,182

2,277

15,459

61,895

643

8,440

88,627

674

1,694

76

1,770

3,594

9,849

48,378

14,658

2,238

178

2,646

77,946

988

1,522

2,133

30/9/2015 31/12/2014

Total

Statement of the Manager in charge of financial reporting (pursuant to Art. 154-bis of Legislative Decree 58/1998)

STATEMENT OF THE MANAGER IN CHARGE OF FINANCIAL REPORTING

RE:

Interim Financial Report of Unipol Gruppo Finanziario S.p.A. as at 30 September 2015

The undersigned, Maurizio Castellina, Manager in charge of financial reporting of Unipol Gruppo Finanziario S.p.A. HEREBY DECLARES pursuant to Article 154-bis, paragraph 2 of the Consolidated Act on Financial Intermediation, that the Interim Financial Report as at 30 September 2015 is consistent with the accounting records, ledgers and documents.

Bologna, 5 November 2015

The Manager in charge of financial reporting Maurizio Castellina

(signed on the original)

31

Unipol Gruppo Finanziario S.p.A. Registered office Via Stalingrado, 45 40128 Bologna (Italy) Phone: +39 051 5076111 Fax: +39 051 5076666 Share capital €3,365,292,408.03 fully paid-up Bologna Register of Companies Tax and VAT No. 00284160371 R.E.A. 160304 Parent of the Unipol Insurance Group Entered in the Register of Insurance Groups – No. 046 Parent of the Unipol Banking Group Entered in the Register of Banking Groups www.unipol.it

www.unipol.it Unipol Gruppo Finanziario S.p.A. Registered office Via Stalingrado, 45 40128 Bologna (Italy)