www.unipol.it

UNIPOL GRUPPO FINANZIARIOINTERIM GROUP MANAGEMENT REPORTAT 30 SEPTEMBER 2011

UNIPOL GRUPPO FINANZIARIO S.P.A.

Registered offices via Stalingrado, 4540128 Bologna

UNIPOL GRUPPO FINANZIARIO S.P.A.Registered offices via Stalingrado, 4540128 Bologna (Italia)tel. +39 051 5076111fax +39 051 5076666Share capital €2,699,066,930.11 fully paid-upTax, VAT and Bologna CompanyRegistration No. 00284160371R.E.A. No. 160304Parent Company of the UnipolInsurance Group enrolled with No. 046in the Register of Insurance Groups

Translation from the Italian original which remains the definitive version

Graphic designM Studio, Milan

The image contained in this InterimManagement Report is part of theUnipol Group promotional campaigncarried out by the advertisingagency McCann-Erickson.

UNIPOL GRUPPO FINANZIARIO S.P.A.

___________________________________________________________ Registered and Head Offices at Via Stalingrado 45, Bologna Share capital €2,699,066,930.11 fully paid-up Tax code and Bologna Company Registration No. 00284160371 - R.E.A. No. 160304

Interim Group Management Report at 30 September 2011 (in accordance with Article 154-ter of Legislative Decree 58/1998)

Bologna, 10 November 2011

Contents Company bodies ........................................................................................................ 4 Interim Management Report Scope of consolidation ............................................................................................... 6 Macroeconomic background and market trends ........................................................ 7 Group highlights ...................................................................................................... 11 Alternative performance indicators .......................................................................... 12 Management report ................................................................................................. 13 Insurance business .................................................................................................. 16 Banking business .................................................................................................... 23 Holding and Services business ................................................................................ 25 Property and financial management ........................................................................ 26 Business outlook for the current year ...................................................................... 30 Tables of Consolidated Financial Statements Statement of financial position ................................................................................. 32 Income statement and statement of comprehensive income ................................... 34 Condensed income statement broken down by business segment ......................... 35 Declaration of the Manager in charge of financial reporting pursuant to Article 154-bis of Legislative Decree 58/1998 ..................................................... 39

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Company bodies Honorary Chairman Enea Mazzoli

Board of Directors

Chairman Pierluigi Stefanini Vice Chairman Piero Collina Chief Executive Officer and General Manager Carlo Cimbri Board Members

Francesco Berardini Sergio Betti Rocco Carannante Pier Luigi Celli Sergio Costalli Ernesto Dalle Rive Jacques Forest Vanes Galanti Roger Iseli Claudio Levorato Ivan Malavasi

Massimo Masotti Enrico Migliavacca Pier Luigi Morara Milo Pacchioni Marco Pedroni Giuseppe Politi Adriano Turrini (*) Francesco Vella Marco Giuseppe Venturi Luca Zaccherini Mario Zucchelli

Secretary to the Board of Directors Roberto Giay

(*) Board Member coopted from the Board of Directors 30/6/2011

Board of Statutory Auditors

Chairman Roberto Chiusoli Standing Auditors Giorgio Picone

Domenico Livio Trombone Alternate Auditors Carlo Cassamagnaghi

Cristiano Cerchiai

Manager in charge of financial reporting Maurizio Castellina

4

Interim Management Report

Consolidation scope at 30 September 2011(line-by-line method)

INSURANCE COMPANIES PROPERTY AND OTHERS

FINANCIAL SERVICES AND BANKS

UNIPOLASSICURAZIONI

BOLOGNA

100% UNIPOLBANCA

BOLOGNA

LINEAR LIFEBOLOGNA

100%

67.74%

UNISALUTEBOLOGNA

98.53%

LINEARASSICURAZIONI

BOLOGNA

100%

32.26%

HOLDING

UNIPOL MERCHANT

BOLOGNA

UNIPOLFONDI

IRELAND

UGF PRIVATEEQUITY SGR

BOLOGNA

UNIPOLLEASINGBOLOGNA

NETTUNOFIDUCIARIA

BOLOGNA

UNICARD MILAN

100%

100%

100%

100%

100%

53.39%

100% AMBRAPROPERTY

BOLOGNA

100%

SMALLPARTBOLOGNA

UNIFIMMBOLOGNA

MIDIBOLOGNA

100%

100%

100%

ARCA VITAVERONA

ARCAASSICURAZIONI

VERONA

ISI INSURANCEVERONA

ARCA VITAINTERNATIONAL

IRELAND

ARCA DIRECTASSICURAZIONI

VERONA

ARCA INLINEAVERONA

ARCA SISTEMIVERONA

96.99%

50%

100%

100%

60.22%

82.03%

39.78%

16.97%

1%

60.84% (*)

(*) Including treasury shares in the portfolio held by Arca Vita Spa, the percentage is 61.58%.

UNIPOLSGR

BOLOGNA

6

Macroeconomic background and market trends Macroeconomic background During the third quarter of 2011 the sovereign debt crisis spread to Italy. The huge amount of accumulated public borrowing caused financial operators to have doubts about the health of the public accounts. The government's action did not help matters, since it was not until after repeated requests from the ECB, social partners and the President of the Republic and much redrafting that it finally approved measures to balance the accounts in 2013. This situation did nothing to boost Italy's credibility and the result was a significant widening of the spread between the rates on our government bonds and those of Germany, with the spread on 10-year rates several times exceeding 400 basis points. In August the ECB stepped in to peg the markets and, by purchasing Italian securities on the secondary market, succeeded in keeping the rise in interest rates on our public borrowing under control. Nevertheless the three main rating agencies, Standard & Poor’s, Moody’s and Fitch, downgraded Italy's credit rating. In the September update of the World Economic Outlook the International Monetary Fund revised its estimate of Italy's growth downwards, to +0.6% in 2011 (whereas it had estimated +1.1% five months earlier) and +0.3% in 2012 (which in April had been +1.3%), whilst Prometeia even forecast a recession in 2012 (-0.3%). Italian manufacturing had to steer a middle course between a stagnant domestic market (retail sales -2.4% in July), penalised by the drop in individuals' disposable incomes, and the increasing difficulty of exporting as a result of the slowdown in growth worldwide. Therefore even the unexpected and substantial rise in ISTAT's index of industrial output in August (+4.3% based on the seasonally adjusted figures) was regarded with extreme caution since, on the other hand, PMI surveys (Purchasing Managers Index) revealed a drop in output in both Italy and its main European partners. Nor were the consequences for the economy of Europe as a whole of the fiscal measures introduced by almost all European governments discounted. In addition the effects of the measures taken to balance the public accounts introduced by the government last year were largely thwarted by the increase in the charges on the debt: in the first six months of 2011 the Government's interest costs were €3.4bn more than in the same period of 2010 (+10.2%), with the result that net borrowing in the first half of this year (€41.4bn) was no lower than in the first six months of last year (€41.1bn). The slowdown was also spreading to the global economy, both to the developed and the emerging countries. Several forecasters did not exclude the possibility of another recession in several OECD countries. The US economy was the first to show signs of slowing down, with a jobs market that, worryingly, had difficulty in creating new jobs and consequently an unemployment rate that remained at a historic high. The slowdown even hit countries such as Germany that had recorded good rates of growth until a few quarters previously. Financial markets The third quarter of 2011 was characterised by a substantial increase in investors' aversion to risk, which led to considerable falls in the prices on the main share and bond markets. In the Eurozone the problem of dealing with Greece's insolvency remained unresolved, since it was finding it increasingly difficult to achieve the targets set by the ECB, the European Union and the International Monetary Fund as a condition for the granting of the second aid package promised on 21 July. Investors' confidence was further undermined by the recent proposal by several governments in the European Union (including Germany) to amend the voluntary plan for individuals to invest in the restructuring of the Greek debt, increasing losses from 21% to a maximum of 50%.

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The sovereign debt crisis in the countries on the edge of Europe also escalated in the third quarter, with the epicentre moving to Italy. This led to substantial sales of Italian government bonds by foreign operators. The result was an increase in the gap between Italian and the corresponding German securities, which for 10-year bonds repeatedly exceeded 400 basis points. This phenomenon, which also involved Spain, persuaded the ECB to intervene on the secondary market to peg the spreads between Italian and German government bonds. The share markets reacted very negatively to the situation: Standard & Poor’s 500 index, representing US securities with the highest level of capitalisation, lost 14.33% in the third quarter, making the balance since the beginning of the year very negative (-10.04%); the Eurozone's Eurostoxx 50 performed even worse: -23.48% during the quarter and -21.95% since the beginning of the year. Share markets in the emerging countries recorded huge falls, largely owing to a slowdown in growth in their areas, with a quarterly balance of -23.19%, bringing the balance since the beginning of the year to -23.53%. The third quarter of 2011 was also very negative for the credit market, in particular credit granted by financial institutions. In fact uncertainties about investing in the restructuring of the Greek debt called into question the capital adequacy of the banks most exposed to the sovereign debt of Greece and the other peripheral countries. The iTraxx index, representing the average spread at which financial sector companies with a high credit rating issue bonds, ended the quarter well up, rising from 106 to 202 basis points. Insurance business The spread of the sovereign debt crisis to Italy had serious repercussions on the investment portfolios of insurance companies as institutional investors. The recent ruling under which ISVAP does not take investment losses into account when calculating the solvency margin did not prevent the fall in prices of Italian government bonds and in share indices from being reflected in financial statements. In Non-Life classes the figures available for the first half of 2011 alone reveal a considerable rise in premiums for MV Third-Party Liability insurance (+5.8% on the same period of 2010) as a result of insurers adopting a tariff policy aimed at rebalancing core business in this class after years of heavy losses. In the light of the difficult conditions in Italy, policyholders' responses ranged from asking commercial intermediaries for discounts, through an increase in 'disloyalty', to the spread of insurance evasion, both conscious and that induced by phantom companies. As expected the weakness in the car market (with registrations down 10.7% in the first nine months) was reflected in a further drop in business in Land Vehicles – own damage or loss (-2.2% at the half-year point). Non-MV Non-Life business was slightly up overall (+1.5%) but in the light of inflation during the period (2.5%) it fell in real terms. This type of business suffered from individuals' reduced ability to spend and from most businesses' plans to reduce and rationalise costs. The few exceptions to this trend (credit, monetary losses, legal protection, assistance) were in smaller classes, some of which were bouncing back from past performances that had been particularly negative. However, there is no doubt that the principal factor in the way the Italian insurance market performed was the significant brake on Life premiums. New business was down almost 27% by August (-30% excluding cross-border activity). New business obtained through financial advisers and banks and post offices was well down (-42.2% and -30.2% respectively), though traditional channels did not do so badly (-11.9%). Percentage falls in all classes of business were in double figures with the exception of unit-linked pension funds, which were down only 9.2%, and open-ended pension funds, which recorded appreciable growth (+18.3%).

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Pension fund market The number of members of occupational funds had fallen 0.9% by the end of the second quarter of 2011. The number of members of open-ended funds had been slightly up (+1.9%), whilst Individual Pension Plans had performed much better (+11.4%). This trend appears to have continued in the third quarter, with the result that the supplementary pension market remained largely flat, with only Individual Pension Plans showing any improvement. Against this background insurers, unions and employers' organisations remained convinced of the need for legislation to support supplementary pension schemes. It was thought that the only way employees could be encouraged to join pension schemes was by introducing tacit membership of contractual pension schemes (in particular of occupational funds), which all employees who were not already members would join, even if the employees' leaving entitlement had not been paid in, and with only the employer being contractually required to make a contribution. They also all agreed on the need for Ministry of Finance Decree 703/96 governing investment in supplementary pension schemes to be reviewed and for the introduction of the possibility of Class V insurance contracts being accepted as viable investments of pension funds’ guaranteed accounts. The yield on pension funds was also seriously affected by the difficult situation in the financial markets in the third quarter of 2011 and there was particular concern over government bonds issued by countries on the edge of the Eurozone. Banking and funds under administration National lenders suffered from the turbulence affecting Italian public borrowing. Italian banks' share prices were particularly affected: the Italian Stock Exchange index of lenders fell 50.4% in the third quarter compared with an average of 22% for the FTSE Italian All-Share Index (-25.5% in the case of insurance companies listed on the Milan Stock Exchange). Italian banks recorded an increase in lending to customers in the first eight months of 2011 (+4.1% year on year), much higher than the growth in direct customer deposits (+3.2%). Receivables from both individuals and non-financial undertakings rose significantly (+5.7% and +5.1% respectively). However, analysis reveals that the increase in lending was concentrated in the first few months of the year when there was a partial upturn in the economy both in Italy and worldwide. ISTAT's monthly survey and the quarterly survey carried out in September by the Banca d’Italia in collaboration with Il Sole 24 Ore revealed an increase in the proportion of companies that had difficulty in obtaining bank loans (28.6% compared with 15.2% in June, according to the quarterly survey). Lenders' customer deposits recorded modest growth (+3.2% year on year) as a result of a drop in deposits (-0.3%), a substantial increase in repo operations (+24.2%) and steady growth in existing banking bonds (+4.5%). Difficulties in obtaining funding on the wholesale markets led to an increase in the use of Italian banks for refinancing operations in the Eurosystem, up from €34bn in May to approximately €89bn at the end of August. Net doubtful debts were 31.6% up on twelve months earlier and accounted for 2.77% of receivables (2.18% a year ago). The rate spread rose to 2.45% in July, an increase of 23 basis points since the end of 2010. The 2011 consolidated interim reports of the five largest groups revealed that profitability was largely the same as in the same period of 2010. The return on equity (ROE), year on year, was 4.5%. Several large banking groups carried out capital increases in the first few months of 2011 in order to strengthen equity in view of the forthcoming implementation of Basel III.

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As for funds under administration, there was a significant outflow of resources from investment funds. Net losses in the first eight months of 2011 exceeded €16bn. In fact the balance was in the red in every month of the year. The greatest outflows were from bond funds (more than €7bn) and cash funds (more than €5bn down). Funds in unit trusts fell from €453bn at the end of 2010 to €437bn on 31 August this year. _______________________________________________________________________________ The Unipol Group's Interim Management Report for the period ended 30 September 2011 was drawn up in accordance with Article 154-ter of Legislative Decree 58/1998 (Consolidated Finance Act). The scopes of consolidation and the classification and valuation criteria were the same as those adopted for the consolidated financial statements for the year ended 31 December 2010 and for the consolidated report for the half year to 30 June 2011, unless otherwise mentioned below. As this is an interim report more use was made of estimates and assumptions that could affect the scope of consolidation and how the figures were calculated. In addition, in view of the purpose of the quarterly management report required by Article 154-ter of Legislative Decree 58/1998 and its limited content, none of the impairment tests required by the IAS/IFRS was repeated on 30 September 2011 since they will all be carried out at the time of the next annual financial statements. This applies in particular to impairment tests on goodwill and on securities classified as Available-for-sale assets. In the case of the latter, subject to the outcomes of the impairment tests carried out on 30 June 2011, the loss of value recorded through profit or loss was determined by the falls in fair value recorded on 30 September 2011.

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30/9/2011 30/9/2010 31/12/2010Non-Life direct insurance premiums 3,071 2,967 4,243% variation (1) 3.5 -1.5 -0.4Life direct insurance premiums 3,944 3,425 4,734% variation (1) 15.2 -15.0 -9.7

of which Life investment products 122 35 78Total direct insurance premiums 7,015 6,392 8,976% variation (1) 9.7 -9.2 -5.5Bank business - direct customer deposits 10,109 9,117 9,298% variation (2) 8.7 -4.4 -2.5

Annual Premium Equivalent (APE) Life business - Group share 175 249 358% variation (3) -29.7 -13.6 -4.4

Loss ratio - Non-Life - direct business 75.6% 81.4% 80%Expense ratio - Non-Life - direct business 22.5% 21.9% 22.1%Combined ratio - Non-Life - direct business 98.1% 103.3% 102.1%Net gains on financial instruments (excl. assets and liabilities at fair value ) 749 856 1,138% variation (1) -12.5 8.2 676.2

Consolidated profit (loss) 72 45 71% variation (1) 59.9 46.8 -109.3

Comprehensive income (expense) -374 -28 -212

Investment and cash and cash equivalents 35,157 47,046 34,654% variation (2) 1.4 16.1 -14.5Technical provisions 22,315 32,635 22,246% variation (2) 0.3 15.4 -21.4Financial liabilities 12,813 13,786 12,653% variation (2) 1.3 13.0 3.7Equity attributable to the owners of the Parent 3,260 3,824 3,648% variation (2) -10.6 6.7 1.8

No. staff 7,614 7,520 7,529

(1) The % variation in financial figures relates to the comparison with figures from the corresponding period of the previous year(2) The % variation in balance sheet figures relates to the comparison with figures from 31/12 of the previous year

(3) On a like-for-like basis and without taking account of Bnl Vita's contribution, there is +19.9% increase in APE at 30/9/2011

GROUP HIGHLIGHTSAmounts in €m

The improvement in the figures compared with those for the third quarter of 2010 is due to the consolidation of Arca Vita (Arca Group) at the end of the first half of 2010.

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Alternative performance indicators

These indicators (APE, loss ratio, expense ratio and combined ratio) are not laid down in the accounting standards but are calculated in accordance with economic and financial procedure. Annual Premium Equivalent - APE (*)Amounts in €m Sep-11 Jun-11 Dec-10 Sep-10Recurring annual premiums (pro quota) 30 24 49 21Single premiums (pro quota) 1,453 1,828 3,089 1,254Total new production - Life (pro quota) 1,483 1,852 3,138 1,275

pro quota APE 175 207 358 146% var 19.9% 19.9% -4.4%

Loss ratio (direct business and gross of reinsurance) - Non-Life sectorAmounts in €m Sep-11 Jun-11 Dec-10 Sep-10Direct premiums (gross of reinsurance) 3,246 2,181 4,257 3,150Direct claims (gross of reinsurance) 2,454 1,673 3,407 2,563

Loss ratio 75.6% 76.7% 80% 81.4%

Expense ratio (direct business and gross of reinsurance) - Non-Life sectorAmounts in €m Sep-11 Jun-11 Dec-10 Sep-10Direct premiums (gross of reinsurance) 3,071 2,197 4,243 2,967Direct operating expenses (gross of reinsurance) 691 489 937 651

Expense ratio 22.5% 22.3% 22.1% 21.9%

Combined ratio (direct business and gross of reinsurance) - Non-Life sectorSep-11 Jun-11 Dec-10 Sep-10

Loss ratio 75.6% 76.7% 80.0% 81.4%Expense ratio 22.5% 22.3% 22.1% 21.9%

Combined ratio 98.1% 99.0% 102.1% 103.3%

(*) The APE for 30/9/2011 and 30/9/2010 do not take account of Bnl Vita's contribut ion

The new Life production expressed in APE is a measurement of the volume of business relating to new policies and is expressed by the sum of periodic premiums of new production practices and one tenth of single premiums. This type of indicator is used to assess business jointly with the Life in-force value and the new business value of the Group. The loss ratio is the principal indicator of the profitability of an insurance company's operations in the Non-Life sector. It is the ratio between the cost of direct claims for the period and direct income for the period. The expense ratio is a percentage indicator for the ratio between operating expenses (excluding commissions from inwards reinsurance business) and direct premiums. The combined ratio is an indicator that measures the balance of the Non-Life technical account and is made up of the sum of the loss ratio and the expense ratio.

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Management report Sale of 51% of BNL Vita's share capital On 29 September 2011, once BNP Paribas and Cardif Assicurazioni had obtained the permits required by law, Unipol's 51% investment in BNL Vita was sold for a total price, as laid down in the contract, of €325.2m. It will be recalled that on 7 April 2011 BNP Paribas had exercised the option right to acquire the 25,500,000 shares held by Unipol in BNL Vita, designating the subsidiary Cardif Assicurazioni as purchaser. This price enabled Unipol to record a capital gain of €55m in the individual financial statements net of tax (€1m). On the other hand it had almost no overall effect on the consolidated income statement. The prospectus for the sale was drawn up in accordance with Article 71 of the Regulation implementing Legislative Decree 58 of 24 February 1998 adopted by CONSOB in its ruling 11971 of 14 May 1999, as amended, and published on 14 October 2011. Business performance The first nine months of 2011 were characterised by good performance in insurance business as a result of all the work scheduled under the 2010-2012 Business Plan being carried out. As a result of underwriting policies remaining very selective and the rationalisation of the network of agencies Non-Life business achieved premiums of €3,071m by 30 September (+3.5% compared with 30/9/2010), €1,893m in MV classes and €1,178m in non-MV classes. Without the contribution of the Arca Group, which was consolidated on 1 July 2010, income would have been €2,953m (+1.3% compared with 30/9/2010). It should be pointed out that, as provided for in the Company's new mission, Arca Assicurazioni had already stopped using the sales network of multi-firm agencies altogether in order to concentrate on increasing its income obtained through banks. MV premiums amounted to €1,893m (€1,821m excluding the Arca Group, 1.8% up on 30/9/2010). Linear, which specialises in selling MV insurance direct (telephone/Internet), recorded considerable growth (€147m, +17.8%). The growth in Non-MV business, with premiums of €1,178m (€1,132m excluding the Arca Group, + 0.6%), was largely due to the contribution made by Unisalute (€166m, +27.6% compared with the third quarter of 2010), which specialises in Health and continued to develop its special business model successfully. Turning to the loss ratio in the first nine months of 2011, there was a further improvement in MV TPL as a result of a drop in claims reported accompanied by substantial stability in the policy portfolio. The other classes also continued to perform well, mainly as a result of the decrease in losses caused by the weather during the period in question. This led to the Group recording a loss ratio for direct business of 75.6% in the third quarter of 2011 compared with 81.4% in the third quarter of 2010 and 80% at the end of 2010. The expense ratio for direct business was 22.5% compared with 21.9% on 30 September 2010. Growth was accompanied by a greater incidence of variable commissions linked to the improvement in core business, whilst the incidence of operating costs on premiums was the same as last year. Therefore the Group recorded a combined ratio (direct business) of 98.1% for the third quarter, 5 points below the 103.3% recorded for the third quarter of 2010 and 4 points down on the figure at the end of 2010 (102.1%).

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As already mentioned, in Life business the transfer of the investment in BNL Vita S.p.A. to Cardif Assicurazioni S.p.A. (BNP Paribas Group) was finalised on 29 September 2011. BNL Vita, the results of which were fully consolidated on 30 September 2011 under IAS 27, achieved direct premiums of €2,112m on 30 September (+7.9% over the same period of 2010). In the new scope of consolidation, excluding BNL Vita's contribution, Life business achieved direct premiums of €1,832m, up 24.8% on the third quarter of 2010, benefiting from the contribution of Arca Vita and Arca Vita International, which were not consolidated in the first six months of 2010. The two companies' direct premiums totalled €558m, in line with the budget and the contractual agreements entered into when the majority of the Arca Group was acquired. Despite the unfavourable general situation, which included a massive drop in income in the market as a whole (-22% in the first half of 2011), Unipol Assicurazioni's Life premiums amounted to €1,274m, not far behind the €1,311m for the same period of 2010 (-2.8%). As a result of the above, under the forthcoming new Group structure, which excludes BNL Vita, new business in terms of pro quota APE exceeded €175m in the third quarter of 2011 (€36m of it contributed by the companies in the Arca Group), compared with €146m in the third quarter of 2010. In banking business the continuing unfavourable macroeconomic situation meant that maximum care had to be taken when granting and managing loans. Guidelines were mainly aimed at balancing equity, refocusing on retail and small businesses, which form the company's core business, and applying pricing policies that guarantee profitability. Financial management, which had recorded very good profits until the end of the first half of the year, was affected by the worsening of the sovereign debt crisis in several countries in the Eurozone in the third quarter and in particular by the fact that Italy became caught up in it. The repercussions were a rise in rates of return on debt securities and a steep drop in rates on international share markets. This led to an inevitable fall in the value of the assets in the Unipol Group portfolio, affecting the compulsory provision for financial assets classified as available for sale and through profit or loss in the case of impaired securities. Despite the effects of the crisis in the financial markets, in the new scope of consolidation asset management achieved a gross return through profit or loss of approximately 3.6% during the period in question. The further drop in the compulsory provision for securities classified as available for sale affected the consolidated solvency ratio, though it was still positive on 30 September and approximately 1.15 times the regulatory requirements, albeit not taking into account the potential positive effects of ISVAP's recent ruling reiterating Legislative Decree 185/2008 (the 'anticrisis decree'). _________________________________________________________________________________ On 3 October 2011 the Antitrust Authority issued an order relating to the proceedings involving the former Navale Assicurazioni (merged by incorporation into Unipol on 1/1/2011 after its insurance business had been contributed to Unipol Assicurazioni), which, along with two other companies and a multifirm agency, had been accused of having operated a restraint of trade agreement in health in Campania between 2003 and 2008. This order led to the former Navale Assicurazioni being fined €5.4m, therefore a sum covering the entire amount was set aside.

14

_________________________________________________________________________________ The Unipol Group ended the third quarter of 2011 with a consolidated net profit of €72m (this amount being affected by an overall zero contribution from BNL Vita) compared with a loss of €4m in the third quarter of 2010 (excluding BNL Vita). It should be remembered that this result was affected by the recent change to the rates of IRAP for banks and insurance companies, which meant that €25m more tax was paid in the third quarter. _________________________________________________________________________________ As a result of the Parent, Unipol, having sold its entire investment in BNL Vita (51%) on 29 September 2011, the consolidated income statement includes BNL Vita's figures on 30 September 2011 whereas the consolidated financial statements do not. It will also be recalled that the acquisition of the Arca Group took place at the end of the first half of 2010 and therefore the comparative figures for the Arca Group on 30 September 2010 in the consolidated income statement relate only to the third quarter of 2010. Therefore variations in the major items are also set out on a like-for-like basis, in other words taking into account the Arca Group's figures for the third quarter of 2011 alone.

15

Insurance business Premiums and investment products Total premiums (direct and indirect premiums and investment products) at 30 September 2011 amounted to €7,040m, an increase of 9.7% compared with 30 September 2010 (+1.6% on a like-for-like basis). Life business recorded an increase of 15.1% (+2.4% on a like-for-like basis), while Non-Life business rose 3.6% (+0.6% on a like-for-like basis). BNL Vita, which has been sold, contributed €2,112m to total premiums (€1,957m at 30/9/2010). Direct premiums amounted to €7,015m (+9.7% compared with 30/9/2010), €6,892m of which was premiums (€6,357m at 30/9/2010) and €122m investment products (€35m at 30/9/2010). On a like-for-like basis direct income amounted to €6,492m (+1.6%), €6,461m of which was premiums and €31m investment products. Inwards reinsurance amounted to €25m (+8.1% compared with 30/9/2010), €23m of which was Non-Life premiums (€21m at 30/9/2010) and €2m Life premiums, substantially unchanged compared with 30 September 2010. Consolidated premiumsAmounts in €m

30/9/2011 % comp. 30/9/2010 % comp. % var.Non-Life direct premiums 3,071 2,967 3.5Non-Life inwards reinsurance 23 21 13.1Total Non-Life premiums 3,094 43.9 2,987 46.6 3.6Life direct premiums 3,822 3,390 12.7Life inwards reinsurance 2 2 -35.7Total Life premiums 3,823 54.3 3,393 52.9 12.7Total Life investment products 122 1.7 35 0.5 253.0Total Life business premiums 3,946 56.1 3,427 53.4 15.1

Comprehensive income 7,040 100.0 6,415 100.0 9.7 Premiums at 30 September 2011 may be broken down as follows:

Non-Life premiums 43.9% (46.6% at 30/9/2010) Life premiums 54.3% (52.9% at 30/9/2010) Life investment products 1.7% (0.5% at 30/9/2010), the increase being attributable to production in the subsidiary Arca Vita International, registered in Ireland.

In compliance with the requirements of IFRS 4 (presence of a significant insurance risk) all the Non-Life income of the companies in the Group was classified as insurance premiums. As regards Life business, investment products at 30 September 2011 and worth €122m related to Class III (unit- and index-linked policies), Class V (capitalisation insurance) and Class VI (pension funds).

16

Almost all premiums were for insurance contracts subscribed in Italy whilst €90m of investment products were for agreements subscribed abroad by the subsidiary Arca Vita International. Premiums for the third quarter of 2011 alone were worth €1,978m (€1,987m in the third quarter of 2010, -0.4%). Group premiums ceded totalled €121m compared with €95m ceded at 30 September 2010, €104m of which came from Non-Life premiums ceded and €16m from Life premiums ceded. Premiums cededAmounts in €m

30/9/2011 % comp. 30/9/2010 % comp. % var.Non-Life premiums 104 86.7 82 86.9 27.2

retention index - Non-Life business (%) 96.6% 97.3%Life premiums 16 13.3 12 13.1 29.6

retention index - Life business (%) 99.6% 99.6%Total premiums ceded 121 100.0 95 100.0 27.5

overall retention index (%) 98.3% 98.5% The retention index is the ratio between premiums retained (total direct and indirect premiums, net of premiums ceded) and total direct and indirect premiums. Investment products are excluded from the calculation.

17

Life business Total Life premiums amounted to €3,946m at 30 September 2011, up 15.1% compared with 30 September 2010 (+2.4% on a like-for-like basis). Net of BNL Vita’s contribution of €2,112m, premiums amounted to €1,832m. Direct premiums amounted to €3,944m, an increase of 15.2% (+2.5% on a like-for-like basis) and are broken down as follows: Life direct premiums - breakdown by business segment - direct businessAmounts in €m

30/9/2011 % comp. 30/9/2010 % comp. % var.% var. on

like-for-like basis

PremiumsI - Whole and term life insurance 2,894 75.7 2,477 73.1 16.8 3.2III - Unit-linked/index-linked policies 361 9.4 316 9.3 14.1 14.1V - Capitalisation insurance 256 6.7 285 8.4 -10.2 -12.4VI - Pension funds 311 8.1 312 9.2 -0.4 -0.4Total Life business premiums 3,822 100.0 3,390 100.0 12.7 2.6Investment productsIII - Whole and term life insurance 110 89.6 25 72.3 337.8 -27.8V - Capitalisation insurance 3 2.5 0 0.0 0.0 #DIV/0!VI - Pension funds 10 7.9 10 27.7 0.7 0.7Total Life investment products 122 100.0 35 100.0 253.0 -11.3Total premiumsI - Whole and term life insurance 2,894 73.4 2,477 72.3 16.8 3.2III - Unit-linked/index-linked policies 471 11.9 341 10.0 37.9 11.0V - Capitalisation insurance 259 6.6 285 8.3 -9.1 -11.3VI - Pension funds 321 8.1 322 9.4 -0.4 -0.4Total Life business direct premiums 3,944 100.0 3,425 100.0 15.2 2.5 Life direct premiums amounted to €3,882m at 30 September 2011 whilst investment products amounted to €122m, €106m of which related to the Arca Group. At 30 September 2010 Life premiums had been €3,390m and investment products €35m. New business in terms of APE, net of non-controlling interests, amounted to €175m at 30 September 2011 (+19.9% on a like-for-like basis at 30/9/2010 if BNL Vita’s contribution is not taken into account). The subsidiary Unipol Assicurazioni managed a total of 24 occupational pension fund mandates at 30 September 2011 (13 of them accounts 'with guaranteed capital sum and/or minimum return'). Resources under management totalled €2,606m (€1,509m with guaranteed capital sum). Resources under management had totalled €2,371m at 31 December 2010 (€1,333m with guaranteed capital sum). In open-ended pension funds business at 30 September 2011 Unipol Futuro, Unipol Previdenza, Unipol Insieme and Aurora Previdenza had assets of €261m and 21,938 members. It should be pointed out that as BNL Vita no longer formed part of the Group the approximately 800 members of the BNL Pensione Sicura open-ended pension fund were not included in the calculations as they had been in the first half of 2011, nor were the corresponding premiums, which amounted to approximately €5m at 30 September 2011.

18

The Group had managed capital and reserves of €251m and had 22,429 members at 31 December 2010, with €4m and 725 members belonging to the BNL Pensione Sicura fund. The traditional composite company Unipol Assicurazioni had Life direct premiums of €1,274m, a decrease of 2.8%. The breakdown according to class is set out in the following table: Unipol Assicurazioni - Life direct premiums

30/9/2011 30/9/2010 % var. % comp.I Whole and term life insurance 699 738 -5.2 54.9III Unit-linked/index-linked policies 19 2 1117.3 1.5

- of which investment products 4 1V Capitalisation insurance 236 250 -5.7 18.5

- of which investment products 3 0VI Pension funds 320 321 -0.4 25.1

- of which investment products 10 10Total Life business 1,274 1,311 -2.8 100.0

- of which investment products 16 11 48.8

Amounts in €m

Premiums from Life policies achieved via Unipol Banca outlets was €138m at 30 September 2011 (€125m at 30/9/2010, +9.8%). The Arca Group life companies (Arca Vita and Arca Vita International) had direct income of €558m at 30 September 2011, 19.6% less than at 30 September 2010. Premiums amounted to €452m (€520m at 30/9/2010) whilst investment products totalled €106m (€174m at 30/9/2010). Linear Life (which sold Life policies online) had not yet achieved a significant level of income.

19

Non-Life business Total premiums in the Non-Life portfolio amounted to €3,094m at 30 September 2011 (+3.6%, +0.6% on a like-for-like basis). Direct business premiums alone amounted to €3,071m (+3.5% and +0.5% on a like-for-like basis). Premiums from inwards reinsurance amounted to €23m (+13.1%). The breakdown of direct business relating to the main classes compared with 30 September 2010, including on a like-for-like basis, is set out in the following table: Non-Life direct premiumsAmounts in €m

30/9/2011 % comp. 30/9/2010 % comp. % var.% var. on

like-for- like basis

Motor vehicles - TPL and sea, lake and river (classes 10 and 12) 1,646 1,585 3.8 1.0Motor vehicles - Property damage (class 3) 247 241 2.6 -0.9Total premiums - Motor vehicles 1,893 61.6 1,826 61.6 3.7 0.7Accident and Health (classes 1 and 2) 515 487 5.8 2.9Fire and Miscellaneous damages (classes 8 and 9) 292 289 1.1 -1.9General third-party liability (class 13) 224 221 1.2 -0.6Other classes 146 143 2.0 -3.5Total premiums - Non-Motor vehicles 1,178 38.4 1,141 38.4 3.2 0.2Total Non-Life premiums 3,071 100.0 2,967 100.0 3.5 0.5

16.8%

61.6%

9.5%

7.3%4.8%

% breakdown of Non-Life direct business premiums

Accident and Health

Motor Vehicles TPL

Fire/Miscellaneous damages

General third-party liability

Other classes

Direct premiums for the composite company UGF Assicurazioni, which as from 1 January 2011 included Navale Assicurazioni's insurance business, amounted to €2,640m (a pro forma drop of 0.7% if Navale Assicurazioni's 2010 premiums are taken into account). Premiums were affected by the company's selective policies, in particular relating to major portfolio divestments involving the Navale division as part of the operation to rationalise the sales network begun during 2010.

20

Unipol Assicurazioni - Non-Life direct premiums

30/9/2011 % comp. 30/9/2010pro forma % comp. % var.

Motor vehicles - TPL and sea, lake and river (classes 10 and 12) 1,462 1,451 0.7Motor vehicles - Property damage (class 3) 222 222 0.1Total premiums - Motor vehicles 1,685 63.8 1,674 62.9 0.7Accident and Health (classes 1 and 2) 325 346 -5.8Fire and Miscellaneous damages (classes 8 and 9) 280 285 -1.8General third-party liability (class 13) 218 219 -0.4Other classes 131 135 -2.9Total premiums - Non-Motor vehicles 955 36.2 985 37.1 -3.1Total Non-Life premiums 2,640 100.0 2,659 100.0 -0.7

Amounts in €m

The Non-Life companies in the Arca Group (Arca Assicurazioni and ISI Insurance) had direct premiums of €117m at 30 September 2011 (-31.5%). Business was affected by the reorganisation of the sales channels, in particular the divestment of Arca Assicurazioni's agencies, and by the consequent rebalancing of the MV TPL portfolio. Agency business was down 63.9% during the period whilst bank business was 13.6% up. The specialist companies (Linear and Unisalute) recorded direct premiums of €313m (+22.8%). Linear achieved direct premiums of €147m, up 17.8% compared with 30 September 2010, owing to both the increase in the number of contracts and the rise in the average premium. UniSalute achieved direct premiums of €166m, an increase of 27.6% compared with 30 September 2010. Amongst the new agreements in the portfolio were those with Piaggio, Banca Intesa, Cassa Forense, Cassa Psicologi, Fondo delle Telecomunicazioni and Lamborghini. ______________________________________________________________________________ Overall the Group's insurance business closed with a pre-tax profit of €268m, €237m on a like-for-like basis (€142m at 30/9/2010), to which Life business contributed €129m, €99m on a like-for-like basis (€154m at 30/9/2010), and Non-Life business €140m, €138m on a like-for-like basis (€12m loss at 30/9/2010). To be specific, core Non-Life business continued to improve steadily as a result of the portfolio restructuring policies introduced in the last few months of 2009. The loss ratio for Non-Life direct business fell from 81.4% in the third quarter of 2010 to 75.6% at 30 September 2011, recovering 4.4 percentage points from the start of the year (80% at 31/12/2010). In the MV TPL class, to which the Direct Indemnity Agreement ('CARD') applies, 271,659 'fault' claims (non-CARD plus debtor CARD claims) were reported in the first nine months of 2011 to the companies in the Group, excluding those in the Arca Group, a drop of 18.9% compared with the same period last year. The 222,432 debtor CARD claims reported accounted for 82% of the total (debtor CARD + non-CARD). 226,280 handler CARD claims were reported, a drop of 17.7%. The settlement rate for these was 68.9%, 4.2 points higher than at 30 September 2010. (This figure included claims where there was contributory negligence, which were therefore also dealt with by the counterpart companies).

21

There was a total of 1,680,498 direct claims in the other classes, including those of the Arca Group on a like-for-like basis (for the third quarter of 2011 alone), an increase of 7.1%, mainly accounted for by the Health class (+14.9%), which was affected by the continuous expansion of Unisalute's policy portfolio. If Health is excluded only 468,619 claims were reported, 8.9% fewer than at 30 September 2010. The expense ratio for Non-Life direct business was 22.5% compared with 21.9% at 30 September 2010 and 22.1% at 31 December 2010. The combined ratio, based on direct business, was 98.1% at 30 September 2011, in line with the objectives of the 2010-2012 Business Plan (103.3% at 30/9/2010 and 102.1% at 31/12/2010).

22

Banking business Direct customer deposits were up by €811m (+8.7%) to €10.1bn. Indirect customer deposits and funds under administration were 10.3% down on 30 September 2011 to €21.2bn. The decrease was closely linked to the performance of the financial markets, which in these first nine months mainly affected bonds, and was in both assets under management (-10.9%) and funds under administration (-2.6%). The decrease in assets under management was particularly significant in the case of Unipol Group funds (-11.7%), which included a particularly significant proportion of bonds. Income from ordinary customers was down only 1.4%. As for funds under administration, the reduction in unit trusts and managed funds (-12.5% overall) was attributable not only to market performance but also to customers' continuing aversion to investment instruments that do not guarantee both capital and a minimum return. Funds in Life products with guaranteed capital and minimum rate were in fact up. Lending to customers rose by approximately €236m (+2.3%) to €10.6bn, whilst receivables from banks amounted to €269m compared with approximately €194m at the end of 2010. Growth in lending to customers was mainly due to Unipol Banca (+€231m) and was mainly to retail customers (private and small businesses), in line with the credit policy adopted. The main transactions with private customers were mortgage loans for first-time buyers, whilst most transactions with small businesses were short-term (advances mainly to help to unblock credit) and medium-term for financing operations as a result of the good relationship with various professional bodies' underwriting syndicates. The Parent set up a separate department specifically to manage the approximately €540m of receivables, mainly guaranteed by mortgages on property, that were the object of the reimbursement agreement between the holding company, Unipol, and the subsidiaries Unipol Banca and Unipol Merchant. It is expected that the amounts to be reimbursed will be reduced by the end of this year. The period ended with a net pre-tax profit of €18m (€16m at 30/9/2010), most of it attributable to Unipol Banca. The following table shows the principal items in the income statement, set out in accordance with the layout specified for banks. Banking businessAmounts in €m

30/9/2011 30/9/2010 % var.Net interest income 155 156 -0.6Net commission income 92 83 11.1Other net financial income 5 8 -30.3Gross operating income 253 247 2.4Net impairment losses on financial assets -40 -35 13.7Net financial income 213 212 0.5Operating expenses 195 195 -0.2

Cost/income 77.2% 78.5% -1.7

Pre-tax profit (loss) 18 16 10.2

23

Gross operating income reached €253m, an increase of 2.4% compared with the first nine months of 2010. This result was due to an 11.1% increase in net commission income, which offset the drop in income from managing the Bank's own portfolio. Operating expenses of €195m were 0.2% down owing to prudent management, especially of other administrative expenses, which fell 2.8%, largely offsetting the rise in staffing costs owing to the renewal of the Unipol Labour Agreement and expectations that the National Labour Agreement would be renewed. The cost/income ratio (the incidence of operating costs on gross operating income) was 77.2%, compared with 78.5% during the same period last year. Analysis of the loan portfolio at 30 September 2011 necessitated adding €39m to provisions (+13.7%). _______________________________________________________________________________ The following operations should also be mentioned: − The project to incorporate Unipol Merchant's lending business into Unipol Banca, which was approved

at the Board meeting held on 3 August 2011, was authorised by the Banca d’Italia and therefore the split will be implemented on 1 January 2012;

− on 28 September 2011 the meeting of shareholders of UGF Private Equity Sgr voted to dissolve the company and put it into voluntary liquidation, having ascertained that the complicated macroeconomic situation and therefore the general aversion to making medium- to long-term investments in equity instruments made it impossible to operate satisfactorily.

24

Holding and Services business As already mentioned in the first part of this report, on 29 September 2011 Unipol sold its entire holding in BNL Vita, 51% of the share capital, to Cardif Assicurazioni, a subsidiary of BNP Paribas, for a total price, as laid down in the contract, of €325m. The net financial effect of the sale on the consolidated accounts for the quarter ended 30 September 2011 was not particularly significant. BNL Vita's net profit on its Life business was €24m at 30 September 2011 but there were €23m of charges on investments in Holding and Services business. The pre-tax result in Holding and Services business at 30 September 2011 was a loss of €75m (€98m profit at 30/9/2010 mainly because of the receipt of €140m of dividends from subsidiaries). Investments and cash and cash equivalents in Holding and Services business amounted to €5,859 at 30 September 2011 (€5,943m at 31/12/2010), €4,622m of which was invested in subsidiaries (€4,880m at 31/12/2010). The variation was mainly due to the sale of the investment in BNL Vita, the carrying amount of which was €269m. Financial liabilities included €947m of senior bonds (€961m at 31/12/2010) and €272m of loans to the subsidiary Unipol Assicurazioni (substantially unchanged since 31/12/2010). Intersegment eliminations Intersegment eliminations related to the derecognition of income and costs between Group companies belonging to different segments. There are also €17m of derecognised dividends within the Group.

25

Property and financial management Investments and cash and cash equivalents As already mentioned in the paragraph on the Macroeconomic Background, the sovereign debt crisis, which had begun in the first half of 2011, became much worse in the third quarter. Italy was particularly affected by speculation on its debt securities, aggravated by the high national deficit and the ineffectiveness of the political measures taken to tackle the crisis. Operations carried out by 30 September 2011 Group investment operations in the first nine months of the year were carried out in accordance with the guidelines laid down in the Investment Policy, with particular attention to the general principles of prudence and highlighting the medium- and long-term quality of assets, the focus being on achieving profitability objectives that corresponded as far as possible with the yield profile of assets and with the performance and features of liabilities for several years to come. The aim of the investment policy for the portfolios of the companies in the Group during the first nine months of 2011 was to improve the overall quality of the portfolio by ensuring that issuers were diversified and financially sound. As a precautionary measure the proportion of liquid assets in the portfolios was increased in the final quarter. Most of the activity was concentrated on the bond component, the focus being on the government component, in line with the objectives of managing the liability profile. Medium- to long-term investment was mainly in Italian government bonds. In Non-Life business government bonds indexed to inflation were purchased. The duration profile of the various accounts did not change significantly, the duration of assets being kept below that of liabilities. Activity in non-government bonds concentrated on the financial sector and particularly on covered bonds. This sector now accounts for approximately 1.5% of the total portfolio. Exposure to the part of the financial component characterised by higher levels of subordination of the debt fell, giving way to short-term senior debt, covered bonds and, finally, debt with a lower level of subordination (lower tier 2). Exposure to non-financial securities remained at approximately 2% for practically the whole of 2011. Operations in the share component of the Group portfolios during the first half of 2011 were mainly purchases of securities with high dividends and low Beta coefficient to replace more speculative securities, taking advantage of the market being favourable until April. Total exposure to the share sector fell slightly in the third quarter of 2011, to 6.9% compared with 7.5% at 30 June 2011. Geographical exposure was still almost exclusively to European securities appearing in the Eurostoxx 50 index. The exchange rate risk on all non-Euro investments was hedged as a matter of course.

26

In the Group consolidated insurance portfolio the Non-Life duration was 2.78, in Life business 3.81 and in Holding business 2.51, less than in the previous quarter because of the contribution of liquid assets from the sale of the investment in BNL Vita. The total duration was therefore 3.40. No significant changes were noted in bond portfolio structure, either quantitative or qualitative. Fixed rate and floating rate components of the bond portfolio remained stable at 68% and 32% respectively. Treasury bonds constituted approximately 55% of the bond portfolio, supplemented by 45% corporate bonds, split between financial credit at 43% and industrial credit at 2%. The bond portfolio continued to be rated highly: 17% of the total were between AAA and AA- whilst 67% of securities were rated A. Securities with a rating lower than A stood at 16%. In order to manage assets prudently the Group maintained a good level of liquidity in its insurance portfolio of approximately €1.4bn at 30 September 2011, most of it deposited with the Group's bank. In summary, the portfolio is made up as follows: • debt securities: €18.9bn or 86.7%; • equity securities: €1.5bn or 6.9%; • cash and cash equivalents: €1.4bn or 6.4%; The amount of Group investments and cash and cash equivalents at 30 September 2011 is set out, according to type of business, in the following table: Investments and cash and cash equivalents according to type of businessAmounts in €m

30/09/2011 % comp. 31/12/2010 % comp. % var.Insurance 24,802 70.5 24,647 71.1 0.6Banking 11,731 33.4 11,228 32.4 4.5Holding and Services 5,859 16.7 5,943 17.1 -1.4Intersegment eliminations -7,235 -20.6 -7,164 -20.7 1.0Total investments and cash and cash equivalents 35,157 100.0 34,654 100.0 1.4 The breakdown by category of investment is as follows:

27

Investments and cash and cash equivalentsAmounts in €m

30/9/2011 % comp. 31/12/2010 % comp. % var.Property (*) 847 2.4 804 2.3 5.3Investments in subsidiaries and associates and interests in joint ventures 48 0.1 46 0.1 3.0Financial assets (excluding those at fair value through profit or loss) 30,667 87.2 30,191 87.1 1.6

Held-to-maturity investments 1,754 5.0 1,823 5.3 -3.8Loans and receivables 15,436 43.9 14,755 42.6 4.6Available-for-sale financial assets 12,989 36.9 13,024 37.6 -0.3Financial assets held for trading 488 1.4 590 1.7 -17.2

Financial assets at fair value through profit or loss 3,372 9.6 3,381 9.8 -0.3Cash and cash equivalents 223 0.6 232 0.7 -3.7Total investments and cash and cash equivalents 35,157 100.0 34,654 100.0 1.4 (*) Includes property for the use of the Group The following table shows details of the Financial assets (excluding Financial assets at fair value through profit or loss) according to category of investment: Financial assets (excl. those at fair value) Amounts in €m

30/9/2011 % comp. 31/12/2010 % comp. % var.Equity securities 1,201 3.9 1,280 4.2 -6.2Debt securities 17,969 58.6 17,790 58.9 1.0OEIC units 375 1.2 363 1.2 3.3Other financial investments 315 1.0 312 1.0 1.1Loans and receivables from banking customers 10,537 34.4 10,311 34.2 2.2Interbank loans and receivables 269 0.9 134 0.4 101.3

Total financial assets 30,667 100.0 30,191 100.0 1.6

28

Net gains on investments and net financial income Details of net gains and charges on investments and net financial income are set out in the following table: Net gains on investments and net financial incomeAmounts in €m

30/9/2011 % comp. 30/9/2010 % comp. % var.Investment property 7 0.8 6 0.6 12.2Gains/losses on investments in subsidiaries and associates and interests in joint ventures -22 -2.4 2 0.2 -1416.1Net gains on held-to-maturity investments 58 6.1 55 5.4 5.2Net gains on loans and receivables 399 42.1 375 37.0 6.4Net gains on available-for-sale financial assets 648 68.3 757 74.5 -14.4Net gains on financial assets held for trading -143 -15.1 -180 -17.8 -20.5Balance on cash and cash equivalents 1 0.1 0 0.0 232.0Total net income from financial assets, cash and cash equivalents 948 100.0 1,016 100.0 -6.7Net losses f rom financial assets held for trading 2 -2 -208.7Net losses f rom other financial liabilities -200 -158 26.7Total net losses on financial liabil ities -198 -159 24.4Total net gains (excluding instruments at fair value) 749 856 -12.5Net gains on financial assets at fair value -150 201Net losses on financial liabilities at fair value 56 -112Total net gains on financial instruments at fair value -95 89 -206.9Total net gains on investments and net financial income 655 945 -30.7 Net income (excluding that arising from assets and liabilities on financial instruments at fair value) amounted to €749m (€856m at 30/9/2010, -12.5%). The overall variation on a like-for-like basis was -21.3%; €74m of impairment losses on share securities classified as Available-for-sale assets were recognised through profit or loss at 30 September 2011 (€71m at 30/9/2010), €9m of which related to BNL Vita. There have also been impairment losses on Greek government bonds which mature by 2020 worth €78m, €60m of which relate to BNL Vita. Net charges from financial liabilities (excluding those arising from liabilities on financial instruments at fair value) amounted to €198m, mainly consisting of interest payable.

29

Business outlook for the current year On 5 October 2011 ISVAP entered the 'Gruppo Assicurativo Unipol' in the Register of Insurance Groups (referred to in Article 85 of Legislative Decree 209/2005 and ISVAP Ruling 15/2008). Unipol Gruppo Finanziario thus took on the role of Insurance Parent. The tensions and uncertainties concerning the Eurozone and in particular Greece's public debt crisis and the anticrisis measures adopted by Italy in an increasingly unstable political situation have continued subsequent to 30 September. All this has affected the performance of the financial markets, which have been very volatile, and the spread between Italian and German government bonds. Group Non-Life business has continued to perform well thanks to underwriting policies remaining very selective and the reduction in the number of multi-firm agencies. Bad weather at the end of October and in the first few days of November caused flooding and damage in many parts of Italy. As these events happened so recently full information about any losses suffered by Group policyholders is not yet available. In Life business, despite the shrinking market, Unipol Assicurazioni's income at the end of October was only slightly down on the same period last year, as it had been in September. Turning to banking business, on 9 November 2011 Unipol Banca's Shareholders' Meeting approved a capital increase of €100m following the decision of the Board of Directors of 28 June 2011 and the approval of the Supervisory Authority. Authorisation was also received to split Unipol Merchant's lending business by incorporating it into Unipol Banca. The aim of the project is to create a single centre for dealing with and monitoring lending and thus exploit Group synergies. The operation will take place on 1 January 2012. As regards the consolidated result for 2011, the Group's objective of an improvement on last year's consolidated result is well on target thanks to positive business performance. However, achievement of this objective will depend on whether the turbulence continues in the financial markets, where high volatility makes it difficult to make even very short-term forecasts. Bologna, 10 November 2011

The Board of Directors

30

Consolidated financial statements: − Statement of financial position − Income statement and statement of comprehensive

income − Condensed income statement broken down by

business segment

Statement of consolidated financial position - AssetsAmounts in €m

30/9/2011 31/12/2010

1 INTANGIBLE ASSETS 2,055 2,0581.1 Goodwill 1,942 1,9421.2 Other intangible assets 113 116

2 PROPERTY, PLANT AND EQUIPMENT 716 6602.1 Property 668 6072.2 Other property, plant and equipment 48 53

3 TECHNICAL PROVISIONS - REINSURERS' SHARE 430 4604 INVESTMENTS 34,266 33,815

4.1 Investment property 179 1974.2 Investments in subsidiaries and associates and interests in joint ventures 48 464.3 Held-to-maturity investments 1,754 1,8234.4 Loans and receivables 15,436 14,7554.5 Available-for-sale financial assets 12,989 13,0244.6 Financial assets at fair value through profit or loss 3,860 3,971

5 SUNDRY RECEIVABLES 1,553 1,8955.1 Receivables relating to direct insurance business 593 8945.2 Receivables relating to reinsurance business 58 615.3 Other receivables 902 940

6 OTHER ASSETS 996 12,6346.1 Non-current assets or assets of a disposal group held for sale 0 11,8126.2 Deferred acquisition costs 20 216.3 Deferred tax assets 619 5106.4 Current tax assets 20 226.5 Other assets 336 269

7 CASH AND CASH EQUIVALENTS 223 232TOTAL ASSETS 40,238 51,754

32

Statement of consolidated financial position - Equity and liabilitiesAmounts in €m

30/9/2011 31/12/2010

1 EQUITY 3,365 4,0211.1 attributable to the owners of the Parent 3,260 3,6481.1.1 Share capital 2,699 2,6991.1.2 Other equity instruments 0 01.1.3 Equity-related reserves 1,506 1,5061.1.4 Income-related and other reserves 85 561.1.5 (Treasury shares) 0 01.1.6 Translation reserve 0 01.1.7 Gains or losses on available-for-sale financial assets -1,080 -6431.1.8 Other gains or losses recognised directly in the equity -13 -21.1.9 Profit (loss) for the year attributable to the owners of the Parent 63 321.2 attributable to non-controlling interests 104 3731.2.1 Share capital and reserves attributable to non-controlling interests 116 3561.2.2 Gains or losses recognised directly in the equity -22 -231.2.3 Profit for the year attributable to non-controlling interests 9 39

2 PROVISIONS 96 853 TECHNICAL PROVISIONS 22,315 22,2464 FINANCIAL LIABILITIES 12,813 12,653

4.1 Financial liabilities at fair value through profit or loss 1,434 1,4734.2 Other financial liabilities 11,379 11,181

5 PAYABLES 522 4525.1 Payables from direct insurance business 77 605.2 Payables from reinsurance business 69 305.3 Other payables 376 361

6 OTHER LIABILITIES 1,127 12,2986.1 Liabilities associated with disposal groups 0 11,3866.2 Deferred tax liabilities 377 2666.3 Current tax liabilities 30 246.4 Other liabilit ies 721 622

TOTAL EQUITY AND LIABILITIES 40,238 51,754

33

Consolidated income statement30/9/2011 30/9/2010

1.1 Net premiums 6,972 6,4641.1.1 Gross premiums 7,094 6,5621.1.2 Ceded premiums -123 -981.2 Commission income 101 931.3 Gains and losses on remeasurement of financial instruments at fair value through profit or loss -237 -931.4 Gains on investments in subsidiaries and associates and interests in joint ventures 1 21.5 Gains on other financial instruments and investment property 1,430 1,3691.5.1 Interest income 1,087 8651.5.2 Other income 98 801.5.3 Realised gains 148 2991.5.4 Fair value gains 98 1241.6 Other income 84 106

1 TOTAL REVENUE 8,352 7,9412.1 Net charges relating to claims 6,397 6,3442.1.1 Amounts paid and changes in technical provisions 6,438 6,3832.1.2 Reinsurers' share -41 -382.2 Commission expense 23 222.3 Losses on investments in subsidiaries and associates and interests in joint ventures 24 02.4 Losses on other financial inst ruments and investment property 517 3322.4.1 Interest expense 199 1572.4.2 Other expense 10 92.4.3 Losses realised 99 612.4.4 Fair value losses 209 1052.5 Operating expenses 1,014 9692.5.1 Commissions and other acquisition costs 617 6002.5.2 Investment management expenses 13 102.5.3 Other administrative expenses 384 3592.6 Other costs 186 158

2 TOTAL COSTS AND EXPENSES 8,160 7,825PRE-TAX PROFIT (LOSS) FOR THE YEAR 192 116

3 Income tax 119 704 PROFIT (LOSS) FROM DISCONTINUED OPERATIONS 0 0

CONSOLIDATED PROFIT(LOSS) 72 45attributable to the owners of the Parent 63 18attributable to non-controlling interests 9 27

Amounts in €m

Statement of consolidated comprehensive income - net amountsAmounts in €m 30/9/2011 30/9/2010

CONSOLIDATED PROFIT (LOSS) FOR THE PERIOD 72 45Gains or losses on available-for-sale financial assets -435 -45Gains or losses on cash flow hedges -11 -29TOTAL OTHER COMPREHENSIVE INCOME -446 -74TOTAL CONSOLIDATED COMPREHENSIVE INCOME -374 -28attributable to the owners of the Parent -385 -53attributable to non-controlling interests 11 25

34

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35

Declaration of the Manager in charge of financial reporting (pursuant to Article 154-bis of Legislative Decree 58/1998)

DECLARATION OF THE MANAGER IN CHARGE OF FINANCIAL REPORTING

RE: Unipol Gruppo Finanziario S.p.A. Interim Group Management at

30 September 2011 The undersigned Maurizio Castellina, Manager in charge of financial reporting for Unipol Gruppo Finanziario S.p.A.

HEREBY DECLARES pursuant to Article 154-bis, para. 2, of the “Testo unico delle disposizioni in materia di intermediazione finanziaria” (Consolidation act on financial brokerage), that the Interim Group Management Report at 30 September 2011 corresponds to the figures in the documents, books and accounting records. Bologna, 10 November 2011 The Manager in charge of financial reporting Maurizio Castellina (signed on the original)

39

UNIPOL GRUPPO FINANZIARIO S.P.A.Registered offices via Stalingrado, 4540128 Bologna (Ita )tel. +39 051 5076111fax +39 051 5076666Share capital €2,699,066,930.11 fully paid-upTax, VAT and Bologna CompanyRegistration No. 00284160371R.E.A. No. 160304Parent Company of the UnipolInsurance Group enrolled with No. 046in the Register of Insurance Groups

Translation from the Italian original which remains the definitive version

Graphic designM Studio, Milan

The image contained in this InterimManagement Report is part of theUnipol Group promotional campaigncarried out by the advertisingagency McCann-Erickson.

ly

www.unipol.it

UNIPOL GRUPPO FINANZIARIOINTERIM GROUP MANAGEMENT REPORTAT 30 SEPTEMBER 2011

UNIPOL GRUPPO FINANZIARIO S.P.A.

Registered offices via Stalingrado, 4540128 Bologna