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ORDINARY AND EXTRAORDINARY SHAREHOLDERS' MEETING

23 APRIL 2024 ON A SINGLE CALL

REPORTS OF THE BOARD OF DIRECTORS

(prepared pursuant to Art. 125-ter of Italian Legislative Decree no. 58 of

24 February 1998 and

Arts. 72, 73 and 84-ter of CONSOB Issuers' Regulation)

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AGENDA

ORDINARY SHAREHOLDERS' MEETING

  • 1. 2023 Financial Statements.

    • a) Approval of the Financial Statements as at 31 December 2023; Directors' report; Report by the board of statutory auditors and independent audit report. Consequent and related resolutions.

    • b) Allocation of the profit for the 2023 financial year and dividend distribution. Consequent and related resolutions.

  • 2. 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.

    • a) Appointment of the Board of Statutory Auditors and its Chairperson for financial years 2024, 2025 and 2026. Consequent and related resolutions.

    • b) Setting the remuneration of the Board of Statutory Auditors for financial years 2024, 2025 and 2026. Consequent and related resolutions.

  • 3. Report on the Remuneration Policy and the Payments Made. Consequent and Related Resolutions.

    • a) Approval of the first section of the report on the remuneration policy and the payments made in accordance with article 123-ter, paragraph 3, of Legislative Decree no. 58/1998 (Consolidated Law on Finance) and articles 41 and 59 of the Institute for the Supervision of Insurance "IVASS" Regulation no. 38/2018.

    • b) Resolution on the second section of the report on the remuneration policy and the payments made in accordance with article 123-ter, paragraph. 6 of Legislative Decree no. 58/1998 (Consolidated Law on Finance).

  • 4. Acquisition and Arrangements for Treasury Shares and Shares of the Parent Company. Consequent and Related Resolutions.

EXTRAORDINARY SHAREHOLDERS' MEETING

1. Amendments to the Articles of Association. Consequent and Related Resolutions.

a)Amendment to article 6 ("Capital Measurement") in order to update the equity elements of the non-life and life operations in accordance with article 5 of the Supervisory Body for Private Insurance ("ISVAP") Regulation no. 17 of 11 March 2008.

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REPORT OF THE BOARD OF DIRECTORS TO THE SHAREHOLDERS' MEETING ON AGENDA ITEM NO. 1 OF THE ORDINARY MEETING

2023 Financial Statements.

  • a) Approval of the Financial Statements as at 31 December 2023; Report of the Board of Directors; Board of Statutory Auditors' and Independent Auditors' Reports. Consequent and Related resolutions.

  • b) Allocation of the profit for the 2023 financial year and dividend distribution. Consequent and related resolutions.

Dear Shareholders,

concerning the description of the first item of the agenda for the Ordinary Shareholders' Meeting, please refer to the information published as required by law within the annual Financial Report and, in particular, to the issues included in the Management Report prepared by the Board of Directors of UnipolSai Assicurazioni S.p.A ("UnipolSai" or the "Company") as well as the reports by the Board of Statutory Auditors and by the Independent Auditors, EY S.p.A.; such documentation will be made publicly available in its entirety as prescribed by law at the Company's registered office and on its website(www.unipolsai.com) under Governance/Shareholders' Meeting/2024/Ordinary and Extraordinary Shareholders' Meeting of 23 April 2024.

The consolidated financial statements and the other documents pursuant to Art. 154-ter, Paragraph 1 of Legislative Decree no. 58/1998, shall also be made available as described above.

Please note that, pursuant to EU Regulation 815/2018, the annual financial reports of issuing companies must be prepared in XHTML format and the information in the consolidated financial statements (financial statements and certain information contained in the notes to the financial statements) must be marked up using XBRL specifications according to the technical requirements laid out in the European Single Electronic reporting Format (ESEF). The documentation constituting the 2023 annual financial report (consolidated financial statements and draft separate financial statements, accompanied by the relative management reports) was as a result prepared in accordance with such technical requirements.

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The Board of Directors therefore hereby submits the following resolution proposals.

Proposed approval of the 2023 financial statements

"The Ordinary Shareholders' Meeting of UnipolSai Assicurazioni S.p.A. ("UnipolSai" or the "Company"),

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having examined the Company's draft financial statements as at 31 December 2023, accompanied by the annexes and documentation required by Legislative Decree no.

209 of 7 September 2005, as well as the annexes and additional documents drawn up pursuant to ISVAP Regulation no. 22 of 4 April 2008, as subsequently amended;

  • − having examined the results of such draft financial statements, which closed with a profit for the year totalling Euro 624,483,965.45, of which Euro 431,682,686.45 relating to the Non-Life business profit (the "Non-Life Business") and Euro 192,801,279.00 relating to the Life business (the "Life Business");

  • − having viewed the Management Report of the Board of Directors as at 31 December 2023;

  • − having accepted the Board of Statutory Auditors' Report and the report prepared by the company EY S.p.A. appointed to serve as the independent auditor;

hereby resolves

to approve the financial statements of UnipolSai as at 31 December 2023, accompanied by the Directors' Management Report, which show a profit for the year of Euro 624,483,965.45, of which Euro 431,682,686.45 relating to Non-Life Business and Euro 192,801,279.00 relating to Life Business"

Proposed approval of dividend distribution

from the profit for the year 2023 and dividend distibution

"The Ordinary Shareholders' Meeting of UnipolSai Assicurazioni S.p.A. ("UnipolSai" or the "Company"),

  • − having approved the Company's financial statements as at 31 December 2023, which closed with a profit for the year totalling Euro 624,483,965.45 (the "Profit for the year"), of which Euro 431,682,686.45 relating to the Non-Life business profit (the "Non-Life Business") and Euro 192,801,279.00 relating to the Life business (the "Life Business");

  • − having acknowledged that the legal reserve existing in the financial statements as at 31 December 2023, and unchanged at the current date, has already reached the limit of 20% of the share capital;

  • − having also acknowledged that at today's date, UnipolSai directly owns 73,589 treasury shares,

    hereby resolves

  • − to approve the proposed allocation of the Profit for the year as at 31 December 2023, in compliance with Art. 27 of the By-Laws, in the following ways:

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distribution to all Company Shareholders of totalling Euro 466,891,224.20, of which Euro 351,295,986.69 relating to the Non-Life Business and Euro 115,595,237.51 relating to the Life Business and therefore the distribution of an unit dividend, also in consideration of the redistribution pertaining to treasury

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shares, equal to Euro 0.165 for each entitled ordinary share, also with warning that the possible change in the number of treasury shares in the portfolio of the Company at the time of the distribution will have no incidence on the amount of the unit dividend as established above, but will increase or decrease the amount set aside to extraordinary reserve;

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allocation of the remaining Profit for the year - amounting to a total of Euro 157,592,741.25 - to the Extraordinary Reserve set aside under Other Reserves in net worth, of which Euro 80,386,699.76 are allocated to Non-Life Business and Euro 77,206,041.49 are allocated to Life Business;

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set the dividend payment date as 22 May 2024 (ex-dividend date of 20 May 2024 and record date of 21 May 2024)."

Bologna, 21 March 2024

The Board of Directors

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UnipolSai Assicurazioni S.p.A. published this content on 28 March 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 28 March 2024 18:30:29 UTC.