Clarifications on essential elements of MTO on BNL

Corporate
Thursday, August 4, 2005

With reference to the global mandatory public tender offer (the ‘Offer’) to be launched by Unipol Assicurazioni S.p.A. (‘Unipol’) on the ordinary shares of Banca Nazionale del Lavoro S.p.A. (‘BNL), in accordance with Articles 102, 106 (1) and 109 (1) (a) of Legislative Decree 58/1998 (‘Consolidated Law’), which was already the subject of our previous press releases of 18 and 23 July and 1 August 2005, as well as to the information document provided for by Article 71 of Consob Regulation no. 11971/1999 as amended (submitted on 2 August 2005) and to news published by the press in these last days, we hereby set out the following clarifications.
Based on available information, the Offer will include 1,838,405,931 BNL ordinary shares, corresponding to 59.31% of the approved BNL ordinary share capital (including the shares the issue of which was approved under the scope of stock options schemes). They represent all BNL ordinary shares (as fully diluted), that is 3,099,694,845 shares, if deduction is made of 1,261,288,914 BNL ordinary shares held as of today by Unipol and the other parties jointly committed to launch the Offer.