UnipolSai Assicurazioni S p A : Directors’ Reports and proposals on the items of the agenda of the Shareholders’ Meeting of April 23, 2024 - Items 2

2023

Directors' Reports and proposals on the items of the agenda of the Shareholders' Meeting of 23 April 2023

REPORT OF THE BOARD OF DIRECTORS TO THE SHAREHOLDERS' MEETING ON AGENDA ITEM NO. 2 OF THE ORDINARY MEETING

Appointment and remuneration of the Board of Statutory Auditors and its Chairperson for financial years 2024, 2025 and 2026; determination of the remuneration due to Statutory Auditors.

1. Appointment of the Board of Statutory Auditors and its Chairperson for financial years 2024, 2025 and 2026. Consequent and related resolutions.
2. Setting the remuneration of the Board of Statutory Auditors for financial years 2024, 2025 and 2026. Consequent and related resolutions.

Dear Shareholders,

with the approval of the financial statements at 31 December 2023, the mandate granted to the Board of Statutory Auditors, appointed by the Ordinary Shareholders' Meeting of UnipolSai S.p.A. (also the "Company) of 28 April 2021, comes to an end, the term of office having expired.

We invite you, therefore, to resolve - in compliance with the relevant laws and regulations, as well as By-Laws, in force - on the appointment of the Board of Statutory Auditors and its Chairperson for the years 2024, 2025 and 2026 and, therefore, until the Shareholders' Meeting for the approval of the financial statements at 31 December 2026.

To this end, the Shareholders' Meeting must also set the remuneration due to the Board of Statutory Auditors for each year in office.

It should be recalled, in this regard, that the By-Laws require the Board of Statutory Auditors to include three Statutory Auditors and two Alternate Auditors.

Pursuant to Art. 24 of the By-Laws, the selection of the Board of Statutory Auditors takes place on the basis of lists, in which the candidates are listed in sequential order, to ensure, as established by current laws and regulations, that one Statutory Auditor and one Alternate Auditor are elected by the minority and that the Chairperson of the Board is the Statutory Auditor elected by the minority.

The list consists of two sections: one for candidates for the post of Statutory Auditor and the other for candidates for the post of Alternate Auditor.

The first two candidates of the first section of the list which has obtained the highest number of votes and the first candidate of the first section of the list which has obtained the second highest number of votes and that is not connected, not even indirectly, to those who have presented or voted the list which has obtained the highest number of votes, are elected as Standing Auditors. The first candidate of the second section of the list which has obtained the highest number of votes and the first candidate of the

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second section of the list which has obtained the second highest number of votes are elected as Alternate Auditors.

The composition of the Board of Statutory Auditors must ensure the balance between genders as governed by regulations currently in force. The lists must submit a number of candidates from the least represented gender to guarantee, within each list, respect for such balance; in particular, at least two-fifths of the members of the Board of Statutory Auditors must belong to the least represented gender, rounding down if (as in the case of the Company) the control body consists of three members. Therefore, each list that, considering both sections, has a number of candidates equal to or exceeding three, must include parties of different genders in the first two items in the section(s) where at least two candidates are indicated.

The Statutory Auditors must meet the requirements and satisfy the criteria of eligibility for office established for the corporate officers of insurance companies by Ministerial Decree no. 88 of 2 May 2022 (hereinafter "MD 88/2022"), which is being applied in the Company for the first time and governs ex novo such requirements and criteria in terms of integrity, fairness, professionalism, competence (individual of the separate members and overall of the body), independence (including of judgement), availability of time to perform official duties and limits on the number of offices that may be held.

The requirements of eligibility for office pursuant to Italian Legislative Decree no. 58/1998 (Consolidated Law on Finance, the "TUF") and Ministerial Decree no. 162/2000, as well as the provisions of the Corporate Governance Code for listed companies (the "Code"), also apply.

Please take note of the following specifically in relation to the independence requirement.

Without prejudice to what is set forth in Art. 148, Par. 3 of the TUF, the Code establishes that all members of the Board of Statutory Auditors must meet the independence requirements established by the Code for directors.

In this regard, please recall that, pursuant to the Code, a director (and therefore, as a result of what is referred to above, a statutory auditor) is not generally considered independent, amongst other cases:

1. if, directly or indirectly (for example through subsidiaries or companies of which he is executive director or as a partner of a professional practice or a consulting company) has, or has had in the three prior financial years, a significant commercial, financial or professional relationship:
2. • with the company or companies it controls, or with the relative executive directors or top management;
   • with a party which, also together with others through a shareholders' agreement, controls the company; or, if the controlling entity is a company or organisation, with the related executive directors or top management;

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1. if he or she receives, or has received in the three prior financial years, from the company, its subsidiary or the holding company, a significant remuneration in addition to the fixed compensation for the office and that established for participation in the committees recommended by the Code or established by regulations in force.

In this regard, the Policy on the requirements and criteria of eligibility for office of corporate officers of Unipol Group companies (the "Fit & Proper Policy") approved by the Board of Directors of UnipolSai, most recently on 9 November 2023, establishes, inter alia, that, for the assessment of significance pursuant to points i) and ii) above, it is necessary to take into consideration, insofar as of specific interest here:

• the annual consideration for any professional services and/or other services provided to the company and/or the holding company and/or subsidiaries, if this represents more than 5% of the annual turnover of the Statutory Auditor, or of the company or the entity of which the Statutory Auditor has control or is executive director or of the professional practice or consulting company of which he or she is a partner or shareholder or, in any case, if it exceeds €500k on an annual basis;
• any compensation received for offices also held in the holding company and/or subsidiaries, where these exceed a total of €200k per year;
• any personal and financial situations which could result in conflicts of interest and also potentially hinder the independent judgement of the Statutory Auditor, in any event with the performance of corporate management in the interest of UnipolSai remaining ensured, consistent with the objectives of sound and prudent management.

If the Statutory Auditor is also a partner of a professional practice or a consulting company, even irrespective of the quantitative parameters mentioned above, the significance of the professional relations which could have an effect on his position and role within the practice or the consulting company or which in any event relate to significant transactions of UnipolSai and the Unipol Group is evaluated.

Furthermore, in application of Decree 88/2022, which governs ex novo, amongst other matters, the independence requirements (including of judgement) that all Statutory Auditors must meet, the role of member of the Board of Statutory Auditors cannot be held by anyone who:

1. is in one of the following situations:
2. • is an investor in the company;
   • is an officer with executive positions in a company in which an officer with executive positions of the company holds the position of board member or director;

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1. • has, directly or indirectly, or has had in the two years prior to taking office, self-employed or subordinate employment relationships or other financial, capital or professional relationships, including on a non- continuous basis, with the company or its officers with executive positions or its chairman, with subsidiaries of the company or the relative officers with executive positions or their chairmen, or with an investor in the company or the relative officers with executive positions or its chairman, such as to compromise their independence;
2. is a spouse who is not legally separated, a person linked by civil union or de facto cohabitation, a relative or in-law within the fourth degree:
3. 1. of managers of the key functions of the company;
   2. of persons who find themselves in the situations specified above in letter a) or referred to in letter c) below;
4. holds or has held in the last five years positions as a member of the Board of Directors or as a manager at of participant in the company, the company itself or its subsidiaries.

In order to assess the situations that may compromise independence referred to above, the same metrics of significance referred to above apply.

In any case, this is without prejudice to the possibility for a member of the Board of Statutory Auditors to act as statutory auditor at the same time in one or more companies of the same insurance group.

It should also be noted that according to the Fit & Proper Policy, "... when the entire Board of Statutory Auditors is appointed:

• the outgoing control body identifies the qualitative and quantitative composition deemed optimal of the Board of Statutory Auditors, expressing specific advice to the Shareholders in this regard ("Advice of the Board of Statutory Auditors"). This advice takes into account, inter alia, the results of the self-assessment on the size, composition and functioning of the Board; […]"

In this regard, the outgoing Board of Statutory Auditors prepared the "Advice to Shareholders on the composition of the Board of Statutory Auditors for the three-yearperiod 2024-2026", published on the Company's website well in advance of the publication of the Shareholders' Meeting notice, attached to this Report and which should be referred to for more details, also in relation to more specific information on the new requirements and criteria of eligibility for office established by Decree 88/2022.

As concerns the filing of lists, please note - making reference, for anything not specifically mentioned herein, to the aforementioned provision of the By-laws - that:

• the lists must be filed at the Company's registered office, as indicated in the notice of the Shareholders' Meeting, by the twenty-fifth day before the date of the Shareholders' Meeting (by 29 March 2024) and UnipolSai must make them

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