424B3 1 memo424b3unipol.txt April 13, 2012 SECURITIES & EXCHANGE COMMISSION 450 Fifth Street, NW Washington, DC 20549 Attn.: Document Control RE:American Depositary Shares evidenced evidence by the American Depositary Receipts of Unipol Gruppo Finanziario SpA (Form F6 File No. 333154068) Ladies and Gentlemen: Pursuant to Rule 424(b)(3) under the Securities Act of 1933, as amended, on behalf of The Bank of New York Mellon, as Depositary for securities against which American Depositary Receipts are to be issued, we attach a copy of the new prospectus (Prospectus) reflecting the removal of the Par Value. As required by Rule 424(e), the upper right hand corner of the Prospectus cover page has a reference to Rule 424(b)(3) and to the file number of the registration statement to which the Prospectus relates. Pursuant to Section III B of the General Instructions to the Form F6 Registration Statement, the Prospectus consists of the ADR certificate revised to remove the reference to Par Value. Please contact me with any questions or comments at 212 8152221. Sandra Bruno Senior Associate The Bank of New York Mellon ADR Division Encl. CC: Paul Dudek, Esq. (Office of International Corporate Finance) Depositary Receipts 101 Barclay Street, 22nd Floor West, New York 10286