PRESS RELEASE

Gemina: - Ordinary and Extraordinary Shareholders' Meeting - Boad Meeting following the Shareholders' Meeting Fiumicino, 1st March 2012 - The Shareholders' Meetingof Gemina S.p.A., chaired by Mr. Fabrizio Palenzona, held today on the first call to deal with ordinary and extraordinary business, has passed the following resolutions:

Ordinary Session

(i) appointment of the Directors Carlo Bertazzo, Piergiorgio Peluso and Massimo Pini, coopted to the Board of Directors on 19 April 2011, who will remain in office until approval of the Financial Statements as at 31 December 2012;

(ii) adoption of an incentive plan based on financial instruments, in favour of employees and/or consultants and/or directors in charge of specific offices in the Company and in the controlled companies and granting to the Board of Directors of the relevant powers for implementation of said plan;

(iii) authorisation pursuant to and in accordance with Articles 2357 and 2357-ter of the
Italian Civil Code, as well as Article 132 of Legislative Decree No. 58 of 24
February 1998 and Article 144-bis of the Regulations approved by Consob in Resolution 11971/1999, as subsequently amended, for the purchase and disposal of own shares, to a maximum of No. 120,000,000 (one hundred and twenty million) shares, and in any case within the limits set by law, subject to revocation of the resolution taken on 19 April 2011.

Extraordinary Session

(i) elimination of the par value of the ordinary and savings shares in circulation, with subsequent amendment to Articles 5 (share capital), 23 (balance sheet, profits and interim dividend) and 24 (winding-up and liquidation) of the company By-laws;

(ii) granting to the Board of Directors, pursuant to Article 2443 of the Italian Civil Code, for a term of five years from the date of the resolution, the power to increase the share capital against consideration and in separable way, pursuant to Article 2439, paragraph 2, of the Italian Civil Code, in one or more times, for
a maximum amount of nominal Euro 40,000,000 (forty million), through the issuance of maximum No. 40,000,000 (forty million) ordinary shares with regular entitlement to dividends, exclusively and irrevocably for incentive plans based on financial instruments for the benefit of employees and/or consultants and/or directors in charge of specific offices in the Company and in the companies it controls, with consequent amendment of Article 5 (share capital) of the Company By-laws.
On conclusion of the Shareholders' Meeting, the Board of Directors of Gemina, under the Chairmanship of Mr. Fabrizio Palenzona, met to confirm Mr. Massimo Pini in his position as Vice President and Mr. Carlo Bertazzo in his position as Managing Director, and to grant him the relevant powers.
After having verified whether or not the Board Members Carlo Bertazzo, Piergiorgio Peluso and Massimo Pini, appointed during today's Shareholder's Meeting, comply with the necessary independence requirements, the Board of Directors found that the non-executive Directors Piergiorgio Peluso and Massimo Pini do not have the necessary independence requirements.
Based on the current composition of the Board of Directors, the Board Members Giuseppe Angiolini, Giuseppe Bencini, Giovanni Fontana and Sergio Iasi therefore comply with the independence requirements based on the criteria indicated in the Code of Self-Regulation and in the Consolidation Act issued by the Treasury.
The Board of Directors approved the Stock Option Plan Regulations, implementing the Plan, details of which will be made known within the date of publication of the Remuneration Report as per art. 123-ter of the Treasury Consolidation Act (TUF).
In view of the resignation tendered by the Board Member Dr. Aldo Minucci on 30 January
2012, the Board also voted not to replace him, bearing in mind the proximity of the Shareholders' Meeting called to approve the Financial Statements for the year 2011, and to postpone all decisions in that regard until the Shareholders' Meeting in question.
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Contacts:

External Communication Massimiliano Paolucci Tel.: + 39 06/6595.24725
Mobile: + 39 335.382667 e-mail: pressoffice@adr.it www.gemina.it