Milano, 30 September 2003

Milano, September 30^th, 2003. Today Generali Group and Intesa Group finalised, with effect as of October 1^st 2003, the transfer to Banca Generali of Banca Primavera’s PFS operations, made up of about 1,600 Banca Primavera financial advisers, who manage approximately € 5.4 billion, and of 17 bank branches.

 

The operations transferred have been valued at around € 252 million, value confirmed by the fairness opinion drawn up by a leading international investment bank. In addition, the assessment pursuant to the Civil Code, art. 2343, has been carried out by the company KPMG, which has valued  Banca Primavera’s PFS operations transferred in a range between   € 210.4 million and € 289.5 million.

 

With the transfer Banca Primavera holds a 31.56% stake in new Banca Generali’s capital. Following further purchase and sale operations to be carried out by the parties in cash, already in the current year Generali Group and Intesa Group (through Banca Primavera) will respectively hold 75% and 25% in Banca Generali. With the execution of these transactions a capital gain of approximately € 135 million will be accounted for in Intesa Group’s 2003 consolidated income statement, stemming from a carrying value of Banca Generali shares accounted for in Banca Primavera’s balance sheet on a conservative basis at the lowest value in the range of the afore-mentioned assessment (€ 210.4 million, as compared to a net equity of the operations transferred amounting to approximately € 32 million).

 

The strategic aim of this operation lies in the creation of a large and highly efficient multichannel bank emerging as one of the main players in the Italian PFS market. The new entity is the country’s third largest operator in terms of assets managed for clients, with a 9% market share, over 5,000 financial advisers, 400,000 clients and 21 not-heavily-staffed bank branches.

 

Thus Generali significantly strengthens a distribution channel having a strong potential in terms of counselling – a channel that is complementary to the insurance agency network, which continues to be central in the Group’s distribution strategy – and boosts its activities in life insurance and, in particular, in the supplementary pension sector. Intesa Group achieves the double objective of optimising its investments in the PFS sector and of making use of a distribution channel characterised by high critical mass and significant economies of scale.

 

This transaction, which doesn’t imply any change in the compensation of the directors of the relevant entities, involves the following companies: Assicurazioni Generali spa, Banca Intesa spa and the controlled companies Banca Generali spa and Banca Primavera spa, respectively. Assicurazioni Generali and Banca Intesa are related parties, because  Assicurazioni Generali is a member of the voting syndicate concerning Banca Intesa shares.