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Unipolsai

Annual / Quarterly Financial Statement Mar 28, 2024

4413_10-k_2024-03-28_6bd5dd49-8fbd-4c7b-8586-09ebd53340b6.pdf

Annual / Quarterly Financial Statement

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The official document containing the 2023 Draft Financial Statements, accompanied by the Management Report, prepared according to the technical requirements of Regulation (EU) 815/2019 (European Single Electronic Reporting Format - ESEF) is available, in accordance with the law, on the Company's website (www.unipolsai.com).

This document in PDF format provides the text of the 2023 Draft Financial Statements, accompanied by the Management Report, for ease of reading.

Translation from the Italian original solely for the convenience of international readers.

CONTENTS

Company bodies 9
Introduction 10
Macroeconomic background and market performance 10
Main regulatory developments 13
1. Management Report 19
Information on significant events 20
Insurance business highlights 28
Share performance 29
Shareholding structure 29
Operating performance 30
Non-Life insurance business 35
Life business and Pension Funds 42
Sales and settlement organisation 45
Reinsurance 48
Operations to combat fraud and claims management 49
Asset and financial management 51
Investments and cash and cash equivalents 51
Risk management policies (Art. 2428 of the Civil Code) 56
Treasury shares and shares of the holding company 57
Performance of Group companies 58
Transactions with Group companies and transactions with
related parties
60
Transactions with Group companies (Art. 2497-bis of the Civil
Code)
60
Transactions with related parties 62
Disclosure about Solvency II prudential supervision 69
Other Information 72
Human resource management and development 72
Research and development activities 74
Adoption of the cooperative compliance programme 74
IT services 74
Communications 75
Statement pursuant to Art. 2.6.2, paragraph 9 of the
Regulation governing markets organised and managed by
Borsa Italiana SpA
76
Report on corporate governance and ownership structures for
2023
76
Significant events after the reporting period 77
Business outlook 79
2. Financial Statements for the year 2023 81
Statement of financial position 84
Income statement 96
3. Notes to the Financial Statements 107
Foreword 108
Part A: Measurement criteria 110
Part B: Information on the Statement of Financial Position and
Income Statement
122
Part C: Other Information 177
Statement summarising the key figures of the financial
statements of Unipol Gruppo at 31 December 2022 and
31 December 2021
177
Consolidated Financial Statements 178
Information on public funds received 178
Fees for audit and non-audit services 179
Proposals to approve the financial statements, allocate the
profit and the relative effects on shareholders' equity
180
4. Tables appended to the Notes to the Financial
Statements 183
5. Additional tables appended to the Notes to the
Financial Statements
259
Reclassified income statement 262
Statement of changes in shareholders' equity occurred during
the years ended 31 December 2023 and 31 December 2022
263
Analysis of the shareholders' equity pursuant to Art. 2427,
number 7 bis of the Civil Code
264
Statement of cash flows at 31 December 2023 265
Statement summarising write-backs 266
Statement of changes in property, plant and equipment and
intangible assets
267
Subordinated Bonds 268
List of properties 274
6.
Statement
on
the
Financial
Statements
in
accordance with Art. 81-ter of CONSOB Regulation no.
11971 of 14 May 1999
287
  1. Independent Auditor's Report 309

Company bodies

BOARD OF DIRECTORS CHAIRMAN Carlo Cimbri
Fabio Cerchiai
VICE CHAIRMAN
CHIEF EXECUTIVE OFFICER Matteo Laterza
DIRECTORS Bernabò Bocca Jean Francois Mossino
Stefano Caselli Milo Pacchioni
Mara Anna Rita Caverni Paolo Pietro Silvio Peveraro
Giusella Dolores Finocchiaro Daniela Preite
Rossella Locatelli Elisabetta Righini
Maria Paola Merloni Antonio Rizzi
SECRETARY OF THE BOARD OF
DIRECTORS
Alessandro Nerdi
BOARD
OF
STATUTORY
AUDITORS
CHAIRMAN Cesare Conti
STATUTORY AUDITORS Silvia Bocci
Angelo Mario Giudici
ALTERNATE AUDITORS Sara Fornasiero
Luciana Ravicini
Roberto Tieghi
MANAGER IN CHARGE OF
FINANCIAL REPORTING
Luca Zaccherini
INDEPENDENT AUDITORS EY S.p.A.

Introduction

Macroeconomic background and market performance

Macroeconomic background

In 2023, global GDP growth continued, estimated at +2.7%, despite slowing compared to +3.1% in 2022. The slower pace of global economic growth depends, firstly, on the restrictive monetary policies implemented by the main international central banks and, secondly, on economic growth rates in China which are still below the pre-pandemic average and in turn penalised the evolution of global trade.

In the United States, GDP increased by 2.5% in 2023 (+1.9% in 2022). GDP growth was mainly supported by the good performance of private consumption and public spending, which offset the reduction in private investments, in turn penalised by high interest rates. The trend in consumption was supported by the positive labour market results, with an unemployment rate remaining at very low values in 2023 (3.6% on average). Growth was also accompanied by a gradual reduction in the inflation rate, which on average stood at 4.2% compared to 8.0% in 2022.

In China, GDP rose by 5.2% (+3% in 2022) thanks to the recovery in domestic demand assisted by the end of the restrictive "Zero-Covid" policies of 2022. However, growth remains below the pre-pandemic average due to tensions in the real estate market and lower exports, not fully offset by the expansion in domestic demand. In this context, the average unemployment rate in 2023 was 5.2%, while the average inflation rate was 0.2%, with deflation on average in the last quarter. In 2023, China resumed growing more rapidly than emerging countries. The estimated growth in 2023 for the block of Emerging Countries as a whole is 4.2%.

In Japan, it is estimated that GDP will close 2023 with growth of 2% (+0.9% in 2022). Despite the slowdown in the third quarter (-0.7% compared to the previous quarter), Japanese growth was supported by the improvement in foreign trade, which offset a low growth in domestic demand. The labour market continued to record a low unemployment rate, averaging 2.6% per year, while the inflation rate rose to 3.3% compared to 2.5% in 2022.

In the Euro Area, GDP rose by 0.5% in 2023 (+3.4% in 2022). Growth was essentially stagnant throughout 2023 due to the effects of the ECB's restrictive monetary policy. In addition, the reduced demand for goods from China penalised economies more dependent on exports such as Germany, whose slowdown in turn negatively affected economic growth throughout the Euro Area. Despite the slowdown in economic growth, the unemployment rate fell slightly and on average was 6.5% in 2023 compared to 6.7% in 2022, while the inflation rate fell on average to 5.5% compared to 8.4% in 2022, with the December figure down further to 2.9%.

In 2023, Italian GDP increased by 0.7% (+3.9% in 2022). In particular, in the second quarter the GDP trend was negative (-0.3% compared to the first quarter) due to the decline in both final consumption and investments. The recovery in final domestic consumption led to a return to growth in the third quarter (+0.1% on the second quarter), while in the fourth quarter growth mainly benefited (+0.2% on the third quarter) from the improved net foreign component. The average annual inflation rate was 6% (8.7% in 2022). The labour market remains resilient with respect to the slowdown in growth, with the annual average unemployment rate down to 7.6% (+8.1% in 2022).

Financial markets

In 2023, the Fed raised the Fed funds rate by 100 basis points, also continuing the process of downsizing the portfolio of securities purchased during the various quantitative easing programmes.

Similarly, the ECB also maintained a restrictive monetary policy, increasing the two main monetary policy rates (refi and deposit rate) by 200 basis points. At the end of 2023, the deposit rate stood at 4% from 2% at the end of 2022 while the refi rate stood at 4.5% at the end of 2023, from 2.5% at the end of 2022. The ECB also continued its process of reducing the amount of securities purchased for monetary policy purposes.

Declining inflation rates and expectations of a less restrictive monetary policy by the Fed as well as the ECB led to a reduction in interest rates, particularly on long maturities.

The 3-month Euribor rate closed 2023 with an increase to 3.91%, up by around 177 basis points compared to figures at the end of 2022, while the 10-year Swap rate decreased during the same period by roughly 70 basis points, closing 2023 at 2.49%.

In Germany, the 10-year Bund closed 2023 at 2.03%, down by around 50 basis points on the values at the end of 2022, whilst in Italy the 10-year BTP closed 2023 at 3.68%, down 96 basis points. The 10-year spread between Italian and German rates was therefore 166 basis points at the end of 2023, down 46 basis points from its value at the end of 2022.

2023 ended favourably for international stock markets. In Europe, the Eurostoxx 50 index, which refers to the Euro Area indexes, showed an increase of 19.2% in 2023 compared to the end of 2022. The FTSE Mib index, referring to Italian listed companies, recorded an increase of 28% in the same period. The DAX index, referring to German listed companies, finally closed 2023 up 20.3% compared to December 2022.

In the United States, the S&P 500 index instead closed 2023 ahead by 24.2% compared to the values at the end of 2022. International stock markets also saw a sharp rise in 2023: the Nikkei stock index, referring to listed companies in Japan, closed 2023 with growth of 28.2% compared to December 2022, while the Morgan Stanley Emerging Markets index, referring to emerging markets, recorded a more limited increase in 2023 of 7.0%.

The narrowing of interest rate spreads between the United States and the Euro Area favoured the depreciation of 3% of the US dollar against the Euro, with the euro/dollar exchange rate closing 2023 at USD 1.10 to the Euro against USD 1.07 at the end of 2022.

Insurance Sector

At the end of the third quarter of 2023, final figures show premiums in the Italian and non-EU direct business insurance market as close to €93.9bn, down 1% compared to the third quarter of 2022. In particular, total Non-Life premiums written increased by 6.6% compared to the same period of 2022 and therefore a year-end growth of approximately 7% is expected, for premium values in excess of €38bn.

From the latest ANIA surveys for the third quarter of 2023 in the MV sector, the total premiums of the classes MV TPL, Marine Vessels TPL and Land Vehicle Hulls grew by 5.2% compared to the same period of the previous year, driven by the positive trend in premiums written for the MV TPL and Marine Vessels TPL component (+3.4%) and the Land Vehicle Hulls component (+11.1%). The increase in MV TPL premiums benefited from tariff increases, translating into an increase in the average premium, which stood at €357 in December 2023 compared to €336 in December 2022, in line with ISTAT surveys on list values (up by 4.3%). With regard to the Non-Life Non-MV business, at the end of September 2023 segment premiums reached €14.9bn, up by 7.4% (Health +12.7%, Property +8.0% and General TPL +8.2%) compared to the same period of 2022.

With regard to distribution channels, the first nine months of 2023 showed a reduction in the share of the agency channel, confirming the trend already emerging early in the year, with premiums up by about 4.7% compared to the third quarter of 2022 and a total weight of approximately 83.3%. Direct channel premiums were also up (+4.0%), as were the broker and banking channels at 4.3% and 3.9%, respectively). In the Non-MV segment, the most significant increase in premiums was achieved by the broker channel (+13.5%), while the agency channel recorded an increase in premiums of 6.6%.

With regard to Italian and Non-EU direct Life business premiums, for 2023 Ania estimates total premiums of roughly €91bn, down by around 4.0% compared to the end of 2022, due to the decline in Class III premiums (-31%) and partly offset by the Class I trend (+9%). Vice versa, premiums in Class VI are expected to increase (+21%), while Class V (- 28%) and Class IV (-4.3%) are expected to see a decline.

The estimated breakdown of premiums across Life distribution channels at the end of 2023 should remain strongly biased towards the banking channel, with an estimated share of total premiums of 60.4%, while the share of the financial advisors channel and the Direct and broker channels declined to around 12.1% and 11.8%, respectively, in favour of the agents channel, which is expected to account for roughly 15.8% of premiums.

Pension funds

In 2023, on the basis of Assogestioni data, net deposits of assets under management (mutual funds, individual asset management, collective and individual pension plans) amounted to -€47.8bn, of which -€16bn referring to collective management (open and closed funds) and -€31.7bn in net deposits for portfolio management.

The management of pension assets, with net deposits of roughly €4bn at 30 September 2023, was up sharply compared to the €1.7bn of net deposits recorded in the same period of the previous year. Asset management referring to pension funds (pension funds and individual pension plans) therefore amounted to €105.2bn at 30 September 2023, equal to 4.7% of total assets under management.

In 2023, existing positions with supplementary pension schemes, reported by Covip, increased by 410 thousand units compared to the end of 2022. The 4% increase recorded at the end of the year confirms the upward trend observed in recent periods. In December 2023, there were therefore 10.7m existing positions, of which 7.9m held by employees (73.6%).

In line with the sector trend, in December 2023 occupational funds recorded growth of 5.5% compared to December 2022, with 211k more positions, for a total of 4m positions at the end of the year, and contributions up by 7.7%. The main growth driver was linked to the contribution of contractual enrolments, particularly in the construction sector fund (for about 88k positions), where workers join through the payment of a modest contribution from the employer, and, in the public sector, the activation of automatic registration for new public employees (for approximately 16k positions). Market pension schemes were also up compared to the end of 2022, with an increase in existing positions of open funds (+5.9%) and "new" Personal Pension Funds (PiPs) (+2.2%) and an increase in contributions of 7.4% and 2.3%, respectively. The latest data available for pre-existing pension funds, updated as at September 2023, showed an increase in the number of positions of 1.2% compared to December 2022, corresponding to roughly 8k.

In December 2023, the resources allocated to supplementary pension benefits were up by 8.2% compared to December 2022, i.e. equal to approximately €223bn compared to €206bn recorded in December 2022, due to stock price increases linked to the performance of the financial markets and the overall increase in contributions. The recovery in share prices had a positive impact on the returns of all types of pension schemes with higher values for portfolios with more equity exposure. The net return over a 10-year horizon was 2.4% for occupational funds, 2.5% for open funds, 2.7% for "new" unit-linked PiPs and 1.8% as regards the segregated fund component of "new" PiPs. All returns with a 10-year horizon were in line with or slightly higher than the revaluation threshold of post-employment benefits, equal to approximately 2.4%.

Real Estate market

In 2023, the residential real estate market continued to show solid demand. Nevertheless, according to the Real Estate Market Observatory of the Revenue Agency, in 2023 house sales fell by a total of 9.2% compared to 2022, due to the reshaping of state incentives for renovations and repeal of the option to sell tax credits related to works that began after 31 March 2023, in addition to the restriction of offer conditions on mortgages.

In 2023, on average for the 13 major cities, house prices recorded growth of 1.5%, although the property devaluation phase in real terms continued (net of inflation, prices were down by around 4%). The decline in sales and the reduced availability of household spending is holding back price growth. Amongst the large cities, Bari (-1.5%), Venice (-1.4%) and Catania (-0.4%) still showed a drop in prices, while the strongest growth continued to be recorded in Milan (+3.4%). On the other hand, demand for leases remained high, with an average increase in rents of 3.3%, and spread across all cities (between +1.2% in Naples and +6.9% in Bologna). In terms of returns, in 2023 the residential market had an average cap rate of 5.26%, up from 5.16% in 2022, and a total return of 6.7%.

In 2023, sales in the non-residential sector also recorded a decrease, but to a lesser extent than the residential sector (-4.2%). In fact, in the face of a more marked deterioration in the conditions of access to credit for businesses than for households, the sharp increase in public investments in the NRRP continues to support private non-residential investment. The decline was greater in the production sector (-10.5%), followed by offices (-3.5%), which were affected by the sharp drop in corporate investments, and stores (-2.2%), which in the first half of the year benefited from the period of expansion of tourist services.

The decline in sales of non-residential properties had more marked effects on store and office price trends than those observed for homes. Indeed, on average in the 13 major cities store prices increased by 1.0% and office prices by 0.2%. Moreover, the growth in rents was still modest, but for offices (+0.9%) it was higher than that of prices, leading to a rise in yields (with cap rates at 5.2% and a total return of 5.4%), while for stores it was lower than prices (+0.8%) leading to a fall in yields (cap rates at 7.3% and total returns at 8.3%).

Main regulatory developments

In 2023, the reference regulatory framework for the sectors in which the Company carries on business saw numerous innovations.

Relevant regulations for the insurance sector

Provisions of particular importance to the insurance sector are contained in Law no. 213/2023 (Budget Law), which envisages the establishment of a Life insurance Guarantee Fund (the "Fund"). The Fund represents an association between insurance companies and intermediaries with the task of intervening to protect those entitled to insurance benefits (up to €100k each) against member companies subject to compulsory liquidation. When fully operational, the Fund will have a financial endowment of at least 0.4% of the total Life business technical provisions (approximately €3bn). This level of financial endowment will have to be reached gradually, by the end of 2035. The percentage contributions to the Fund by the insurance companies will be calculated in proportion to the Life technical provisions and the contributions may take the form of irrevocable payment commitments, for an amount not exceeding 50% of the Fund's financial endowment (raised to 60% when fully operational). Establishment of the Fund represents a strong guarantee for policyholders and should limit the involvement of taxpayers to extreme cases through transfers of public resources in situations of Life insurance company insolvency. The contribution to be paid by the insurance companies will be due from 2024.

Another important change in the Budget Law consists in the introduction of the obligation for all companies, except agricultural companies, to take out an insurance policy against damage to property, plant and equipment (land and buildings, plant and machinery, industrial and commercial equipment) caused by catastrophic events, such as earthquakes, floods, landslides, inundations and overflows. A form of public-private partnership is also introduced in that SACE S.p.A. is authorised to grant coverage under market conditions of up to 50% of indemnities due from the companies in the event of catastrophic events envisaged in the contract. Against an increase in the frequency and severity of catastrophic events recorded in recent years, the new insurance obligation, which will have to be fulfilled by the end of 2024, represents a concrete initiative to increase the resilience of companies to catastrophic events and to fill the current protection gap, in particular affecting small businesses: only 15% of these companies (10-49 employees) have catastrophe insurance coverage.

At EU level, on 16 January 2023 Regulation (EU) 2022/2554 on digital operational resilience for the financial sector (DORA) entered into force, which introduces harmonised requirements for companies operating in the financial sector (including insurance companies) in terms of the management of ICT (Information and Communication Technologies) risk, ICT system resilience testing and management, classification and reporting of ICT incidents. DORA enhances the ICT risk management requirements already established by certain sector regulations and extends them to a broad range of entities, including larger insurance intermediaries, institutions for occupational retirement provision and alternative investment fund managers. One of DORA's main innovations concerns the introduction of supervisory and sanctioning powers also with respect to critical third-party providers of ICT services, obliged to comply with the provisions of DORA and have a permanent presence in the European Union. DORA will apply from 17 January 2025.

Among the new initiatives, note that on 24 May 2023 the European Commission presented a legislative package relating to retail investor protection, known as the Retail Investment Strategy (RIS), with the aim of encouraging retail investors' participation in the capital market, through new rules to mitigate conflicts of interest, combat misleading marketing communications, and increase transparency and Value for Money of the investment products offered to retail customers. The legislative package consists of a proposed Omnibus Directive containing amendments to MIFID II, IDD, Solvency II, AIFMD and the UCITS Directive, and a proposed regulation amending the PRIIPs Regulation. The main provisions contain stricter rules on inducements, including the introduction of a ban on paying/receiving inducements for sales of investment products (including IBIPs) in the absence of advisory services. It is also envisaged that, in the future, Member States and the European Commission will introduce stricter rules on inducements, including a total ban which, if actually adopted, could change the market structure of financial and insurance brokerage. Furthermore, to increase the Value for Money for customers, the RIS requires that ESMA and EIOPA publish benchmarks on the costs of investment products, preventing companies and distributors from marketing investment products that show significant deviations from these benchmarks.

With regard to secondary legislation, on 12 July 2023 IVASS published a consultation paper on Draft requirements and criteria of suitability of corporate officers and key function managers, in order to adapt the IVASS Regulation to the contents of Ministry of Economic Development Decree 88/2022. Following the consultation process, on 5 March 2024 IVASS adopted the definitive version of this measure (n. 142/2024). The main changes concern the establishment of a minimum quota of independent directors for insurance companies and ultimate Italian parent companies (listed and unlisted), set at 25% of members of the administrative body. In addition, corporate officers and key function managers will be required to complete standardised questionnaires that allow the competent body to conduct more specific and detailed suitability assessments than those compliant with previous regulations. In addition, IVASS may require corporate officers to be interviewed in order to assess their actual suitability and compliance with the limits on the total number of offices. The new measure aims to strengthen the quality of the corporate governance system of insurance companies, achieving alignment with the analogous banking regulations.

It should be noted that on 25 September 2023, IVASS issued Measure 138/2023 amending IVASS Regulation no. 52 of 30 August 2022 containing the implementation methods regarding the right to value trading securities based on the book value in the financial statements of the previous year rather than the realisable value (if lower than the purchase cost). This option, introduced by Decree Law no. 73 of 21 June 2022, was also extended to the entire 2023 financial year by MEF decree of 14 September 2023. Specifically, for the insurance sector, the allocation of an undistributable profit reserve is required in an amount corresponding to the difference between the values recorded and the market values recorded at the end of the reference period, net of the related tax charge. In particular, Measure 138/2023 modified Art. 5 of IVASS Regulation 52/2022, which governs undistributable reserve functioning procedures and also requires adequate reporting on them in the notes to the financial statements. Note that UnipolSai did not avail itself of the option envisaged in the aforementioned Regulation with reference to the 2023 financial statements.

In this respect, also note that on 12 March 2024 the Supervisory Authority issued Measure 143/2024 containing "Amendments and additions to IVASS Regulation no. 52/2022 for the implementation of provisions on the temporary suspension of capital losses for short-term securities introduced by Decree Law no. 73 of 21 June 2022". In essence, this document reintroduces the right to determine the amount of the Undistributable Reserve to be established, also taking into account the effect on existing commitments to policyholders for the financial year and up to five subsequent years, thus deducting the portion attributable to the policyholders.

Lastly, on 6 October 2023 IVASS published a Draft letter to the market on insurance product oversight and governance (POG) for consultation, clarifying IVASS regulatory expectations in terms of POG and Value for Money (V4M) with particular reference, in a first phase, to the assessment of value for the customer arising from the product testing phase for insurance-based investment products (IBIPs). IVASS adopts and provides a more detailed breakdown of the EIOPA guidelines on V4M assessment, taking into account evidence acquired through inspections and investigations. IVASS expects a strengthening of the POG policies by insurance companies, an increase in the granular identification of the reference market and allocation of a greater weight to product profitability for the customer in the product evaluation and testing phase. At the date of this report, the consultation periods have concluded and publication of the final measures by IVASS is now pending.

The following document was submitted for consultation in the first few months of 2024:

Consultation paper no. 1/2024 containing proposals for amendments and additions to IVASS Regulation no. 52 of 2022 for the implementation of provisions on the temporary suspension of capital losses for short-term securities introduced by Decree Law no. 73 of 21 June 2022.

Tax regulations

In 2023, the following regulatory measures were issued:

  • Decree Law no. 198 of 29 December 2022 (Milleproroghe 2023) containing "Urgent provisions on legal deadlines", converted with amendments to Law no. 14 of 24 February 2023. On conversion, the deadline for completing investments in property, plant, equipment and intangible assets and in property, plant and equipment 4.0 "reserved" by 31 December 2022 was extended to 30 November 2023. The deadline for notifying the Tax Authorities of the exercise of alternative options to the tax deduction (invoice discount and factoring) on the expense incurred in 2022 for certain building works carried out on individual property units or on communal parts of buildings was also extended.
  • Law Decree no. 11 of 16 February 2023, converted to Law no. 38 of 11 April 2023, containing urgent measures on factoring of receivables arising from tax relief on building works, which introduces limitations to factoring and discounting of the 110% bonus, or new additional subsidised works, and joint liability for factors. This provision also affects the Company as the entity acquiring receivables.
  • Decree Law no. 34 of 30 March 2023 ("Bill Decree"), converted into Law no. 56 of 26 May 2023, containing "Urgent provisions to support households and businesses for the purchase of electricity and natural gas, as well as on meeting health and tax obligations". The recognition of tax credits for electricity and natural gas was also confirmed for the second quarter of 2023, albeit with reduced rates, which may be used on their own or sold in full to other parties, including financial intermediaries and insurance companies. Extensions are also established as well as some updates, including in the criminal tax arena, to the Tax Peace regulations pursuant to Law no. 197/2022.
  • Decree Law no. 48 of 4 May 2023 (Labour Decree), converted by Law no. 85 of 3 July 2023, which in particular envisages an increase in the substitute tax rate on Life business mathematical provisions for 2022 to 0.60% and for subsequent years to 0.50%. Only for 2023, it was also established that the tax exemption of fringe benefits for employees with dependent children would be increased to €3k.
  • Law Decree no. 61 of 1 June 2023 (Floods Decree) converted into Law no. 100 of 31 July 2023, containing "Urgent action to deal with the emergency caused by the flood events that occurred starting from 1 May 2023", which envisages the suspension of certain deadlines, tax and non-tax, for taxpayers who at 1 May 2023 were resident or had their registered office or operational headquarters in the areas affected and specifically identified.
  • Law no. 111 of 9 August 2023 containing the "Delegation to the Government for tax reform" to be implemented through the issue of legislative decrees. The provisions of most interest include:
    • the implementation of the first IRPEF reform module, which establishes a reduction of the rates by brackets from 4 to 3 for 2024 only and the repeal of the ACE starting from 2024 (Italian Legislative Decree no. 216 of 30 December 2023);
    • the new cooperative compliance system, with strengthening of the bonus effects related to adoption (Italian Legislative Decree no. 221 of 30 December 2023).
  • Decree Law no. 145 of 18 October 2023 (Advances Decree), converted into Law no. 191 of 15 December 2023, containing "Urgent measures on economic and tax matters, in favour of local authorities, to protect employment and for non-postponable needs" which establishes a new method for determining the fringe benefit for loans to employees, a further extension of terms for the repayment of the unduly offset research and development tax credit and the strengthening of investments in Individual Savings Plans (PIR).
  • Decree Law no. 212 of 29 December 2023 (Save Expenses Decree) containing urgent measures relating to the tax concessions referred to in Articles 119, 119-ter and 121 of Law Decree no. 34 of 19 May 2020, converted with amendments to Law no. 77 of 17 July 2020 which, in the event of failure to complete building works, introduces a safeguard clause for the 110% Bonus tax credits acquired on the basis of work progress reports.
  • Law no. 213 of 30 December 2023 containing "State budget for 2024 and long-term budget for the three-year period" (Budget Law 2024). The provisions of interest, in force from 2024, include:
    • an increase in the threshold of non-taxable fringe benefits for employees;
    • a prohibition against offsetting tax credits on form F24, in the presence of overdue positions relating to revenue taxes or enforceable assessments, for total amounts exceeding €100k;
    • the introduction of withholding tax on commissions paid to insurance agents;
    • the deferral of deductible surpluses deriving from impairment on receivables of credit and financial institutions and insurance companies.

Other regulations

On 31 July 2023, the European Commission adopted Delegated Regulation (EU) 2023/2772, which introduces the first set of European sustainability standards (European Sustainability Reporting Standard - ESRS), in implementation of Directive (EU) 2022/2464 (CSRD), which requires large companies and listed companies to publish information on the risks and opportunities deriving from social and environmental factors, as well as the impact of their activities on people and the environment ("double materiality"). The ESRSs will constitute mandatory standards for corporate sustainability reporting, with the aim of ensuring greater availability and comparability of this information, and will apply to financial years beginning on or after 1 January 2024.

Lastly, note that on 22 December 2023 Regulation (EU) 2023/2854 on harmonised rules on fair access to and use of data (Data Act) was published in the Official Journal of the European Union. The Data Act governs access to and the sharing, portability and use of all data, personal and non-personal, introducing the right of users (businesses or consumers) that generate data through IoT (Internet of Things) products or related services that they own, rent or lease, to access promptly and free of charge the data generated by the use of such related products or services. Furthermore, users are afforded the right to authorise the data controller (e.g. IoT device manufacturer) to provide data access to third-party service providers: for example, the owner of a vehicle may wish to share the data generated through the use of the car with an insurance company. The objective of the Data Act is to improve data availability for companies, boost competition and create the conditions for the development of a data-driven economy, while protecting the industrial secrets and intellectual property rights of companies.

In 2023, no significant changes occurred in the series of national accounting standards issued by the OIC (Italian Accounting Standards Setter).

Information on significant events

Optimisation of the Group structure as part of the "Opening New Ways" 2022-2024 Strategic Plan

UniSalute 2.0

As provided for in the 2022-2024 Strategic Plan, at the beginning of 2023, after a pilot phase, the "UniSalute 2.0" project was definitively launched. With the launch of this project, the Group decided to transform UniSalute into the only product factory for the Health class. During 2023, the possibility of acquiring new UnipolSai brand business was progressively restricted, and the existing portfolio was progressively replaced with new UniSalute products. The project was also extended to the banking channel: after the pilot phase carried out on the Banco di Sardegna branches (BPER Group), starting from 9 January 2023 the offer of ACUORE health policies under the UniSalute brand was also made available at all branches of BPER Banca and Banca Popolare di Sondrio. In this way, UniSalute takes over from Arca Assicurazioni with the aim of becoming the only carrier of the Group in the healthcare sector across all sales channels.

Acquisition of the Santagostino Medical Centres

On 16 December 2022, UnipolSai signed the contract to acquire the entire share capital of Società e Salute SpA, a company operating in the private healthcare sector under the brand name "Centro Medico Santagostino", from the L-GAM investment fund. The company holds a 100% interest in Santagostino Servizi e Prodotti, specialised in the sale of sanitary items such as eyewear and hearing aids. The acquisition was finalised on 3 April 2023 for a consideration of €105,422k, of which €5,000k deposited in an escrow account in the name of UnipolSai with a lien in favour of the sellers. This amount constitutes a guarantee in favour of UnipolSai for the indemnities laid out in the purchase agreement in relation to the obligations and warranties of the sellers.

In December 2023, the subsidiary opened a new 3-floor health centre in Rome's Garbatella district, with 6 clinics and 36 specialties, to offer quality clinical and specialist services ranging from gynaecology to dermatology, from ophthalmology to otolaryngology, physiatry, nutrition and diagnostic imaging. At the end of 2023, Santagostino health centres are present locally with 38 locations in Milan, Sesto San Giovanni, Buccinasco, Rho, Monza, Nembro, Bologna, Brescia and Rome, and are part of the development roadmap outlined with the Beyond Insurance Enrichment Strategic Guideline of the Opening New Ways Strategic Plan.

Dyadea: two new medical centres

The network of Dyadea healthcare facilities was enriched during June 2023 with two new Medical Centres: the first at the Interporto Bologna hub and the second in Monza (MB). The positioning of the Unipol Group in the private healthcare sector is therefore expanded, in line with the Beyond Insurance Enrichment guideline of the "Opening New Ways" 2022- 2024 Strategic Plan.

Plan for the merger by incorporation of Centri Medici Dyadea into Società e Salute

On 21 September 2023, the Boards of Directors of Dyadea Srl and Società e Salute SpA approved the merger by incorporation into Società e Salute SpA of Centri Medici Dyadea Srl. The merger is part of a broader industrial and strategic project for the reorganisation of the Unipol Group to simplify the Group's corporate structure so that all healthcare facilities can be brought together under a single corporate vehicle in order to standardise processes and business procedures and, also, create economies of scale and industrial synergies. The merger plan was approved by the Shareholders' Meetings of the two companies on 10 October 2023.

Integration of SIFÀ into UnipolRental

At its meeting on 23 March 2023, the Board of Directors of UnipolSai Assicurazioni SpA approved an industrial project in the long-term rental business with BPER Banca SpA (the "Framework Agreement") which, inter alia, calls for the integration via merger by incorporation of SIFÀ - Società Italiana Flotte Aziendali SpA (a company belonging to the BPER Group) into UnipolRental SpA. This project, developed as part of the "Beyond Insurance Enrichment" strategic guideline, more specifically the "Mobility" ecosystem of the "Opening New Ways" 2022-2024 Strategic Plan, aimed to create an operator of national significance in the long-term rental sector. Following the approval of the merger deed by the respective Shareholders' Meetings and its subsequent filing with the register of companies, the merger became effective for legal, accounting and tax purposes on 1 July 2023.

For the merger, the share capital of the incorporating company was increased from €25,000,000 to €31,244,899, with the assignment of the newly issued shares to BPER Banca, formerly the 100% parent company of SIFÀ. With the completion of the merger, BPER acquired a stake in UnipolRental corresponding to 19.987% of the share capital and UnipolSai, formerly the sole shareholder of UnipolRental, holds the residual shareholding equal to 80.013% of the share capital.

It should also be noted that, on the UnipolRental shares held by BPER, UnipolSai and BPER have mutually granted an option, by virtue of which: (i) BPER will have the right to sell to UnipolSai its entire investment in UnipolRental, exercising the related right within 60 days of the approval of the financial statements of UnipolRental at 31 December 2025; (ii) UnipolSai will have the right to purchase the entire investment held by BPER, being able to exercise the relevant option within 60 days following the expiry of the deadline granted in favour of BPER for the exercise of the relevant put option. The exercise price of the options will be determined on the basis of a multiple of UnipolRental's profit for the year at 31 December 2025, normalised if necessary to neutralise any impact on the profit for the year arising from the indemnity scheme.

Lastly, it should be noted that, in relation to the Framework Agreement, guarantees have been provided for the benefit of UnipolRental to indemnify the company resulting from the merger in connection with any inaccuracy or untruthfulness of the representations and warranties set forth in the executed Framework Agreement.

Disposal of the equity investment in Incontra Assicurazioni

On 7 July 2023, the contract relating to the sale to Unicredit SpA of the equity investment held by UnipolSai in Incontra Assicurazioni SpA, equal to 51% of the share capital, was executed. The transaction, scheduled as part of the 2022-2024 Strategic Plan, whose projections had taken into account the planned disposal, was completed on 30 November 2023, with the disposal by UnipolSai of all of the shares held for an equivalent value of €58,532,700, realising a capital gain of €46.7m. There are no price adjustment mechanisms. At the same time, UnipolSai acquired shares of UnipolAssistance Scrl from Incontra Assicurazioni for a nominal amount of €774, corresponding to 0.15% of the share capital, for an equivalent value of €3,963.87.

Merger by incorporation of UnipolRe into UnipolSai

The Boards of Directors of UnipolRe DAC and UnipolSai Assicurazioni SpA, which met on 20 March and 23 March 2023, respectively, approved the plan for the merger by incorporation of UnipolRe DAC - a reinsurance company wholly owned by the Company through UnipolSai Nederland B.V. - into UnipolSai Assicurazioni, in order to (i) simplify the organisational structure of the Unipol Group; (ii) strengthen governance by Unipol Group structures; (iii) optimise the allocation of investments; (iv) pursue cost synergies; and (v) optimise fungibility and capital absorption.

On 2 August 2023, UnipolSai Nederland B.V. in liquidatie - after receiving authorisation from the District Court of Amsterdam - transferred to the sole shareholder UnipolSai Assicurazioni by way of distribution in kind, as part of the voluntary liquidation process started on 27 October 2022, the investment held in UnipolRe designated activity company, amounting to 375,635k shares representing 100% of the share capital of UnipolRe.

On 9 August 2023, the merger project was registered with the competent Register of Companies, as well as with the Irish Companies Registration Office, subject to the authorisation by IVASS, received on 8 August 2023 after obtaining the relative opinion in favour of the Central Bank of Ireland, pursuant to and for the purposes of Art. 201 of Italian Legislative Decree no. 209 of 7 September 2005 and Art. 23 of IVASS Regulation no. 14/2008. Since this is a simplified merger, the cross-border merger was approved - pursuant to Arts. 2502 and 2505, paragraph 2, of the Civil Code and Art. 17 of the By-Laws - by the UnipolSai Board of Directors on 28 September 2023, and the approval resolution set forth in a public deed was registered with the Bologna Register of Companies on 29 September 2023.

The deed of merger, signed on 14 December 2023, was entered in the Register of Companies held by the Bologna Chamber of Commerce on 20 December 2023.

The Merger, pursuant to Art. 2505 of the Civil Code, did not result in any share swap or ensuing share capital increase of the incorporating company as the entire share capital of the incorporated company was already directly held by UnipolSai.

The Merger became effective for legal, accounting and tax purposes as of 31 December 2023. As a result of the merger, UnipolSai acquired the assets and liabilities of UnipolRe as at 31 December 2023, measured at current values, as a balancing entry to the cancellation of the equity investment held, appropriately written down to the value of the net assets acquired.

In order to better understand the changes in the statement of financial position items, the following table summarises the effects of the transaction for UnipolSai separately from the other changes that took place during the year:

Details of changes in statement of financial position items in 2023

Amounts in €k
Changes
due to Other
ASSETS 2022 merger changes 2023
A. Subscribed capital, unpaid 1
B. Intangible assets
1. Acquisition expenses to be amortised 2 81,562 2,644 84,205
2. Other assets 3 656,218 9,943 666,161
Total 4 737,779 12,587 750,366
C. Investments
I - Land and buildings 5 1,139,447 1,402 1,140,849
II - Investments in group companies and other investees
1. Shares and holdings 6 3,779,981 (313,679) 309,363 3,775,665
2. Bonds 7 32,327 38,057 70,384
3. Loans 8 345,136 497,692 842,828
Total investments in group companies and other investees 9 4,157,443 (313,679) 845,112 4,688,876
III - Other financial investments
1. Shares and holdings 10 1,788,410 (494,307) 1,294,103
2. Mutual investment fund units 11 5,107,662 (133,705) 4,973,956
3. Bonds and other fixed-yield securities 12 29,821,462 839,783 (1,195,879) 29,465,367
4. Loans 13 21,916 (442) 21,474
5. Other 14 58,955 (26,151) 32,804
Total other financial investments 15 36,798,405 839,783 (1,850,484) 35,787,704
IV - Deposits with ceding companies 16 195,166 117,697 65,304 378,167
Total 17 42,290,461 643,802 (938,667) 41,995,596
D. Investments benefiting life business policyholders that bear the risk
and investments arising from pension funds management
I - Investments relating to benefit linked to investment funds
and market indices 18 1,139,935 134,396
II - Investments arising from pension fund management 19 4,644,464 1,442,632 6,087,096
Total 20 5,784,398 1,577,028 7,361,426
D. bis Technical Provisions - reinsurers' share
I - Non-life business technical provisions 21 498,539 (183) 438,225 936,581
II - Life business technical provisions (excl. technical provisions under
point III) 22 14,314 349 14,663
III - Life business technical provisions where the investment risk is borne
by policyholders and provisions arising from pension
fund management
Total 23 512,853 (183) 438,574 951,245
E. Receivables 24
I - Receivables relating to direct insurance business 1,729,430 59,375 1,788,804
II - Receivables relating to reinsurance business 25 40,593 56,005 115,416 212,014
26
III - Other receivables 27 2,506,598 (248) 864,156 3,370,506
Total 28 4,276,621 55,757 1,038,947 5,371,324
F. Other assets
I - Property, plant and equipment and inventories 29 70,753 4,930 75,683
II - Cash and cash equivalents 30 461,343 17,096 58,924 537,363
IV - Other assets 31 946,559 18,333 (85,911) 878,982
Total 32 1,478,655 35,429 (22,056) 1,492,027
G. Accruals and deferrals 33 344,024 16,569 22,952 383,546
TOTAL ASSETS 34 55,424,792 751,373 2,129,365 58,305,530

Details of changes in statement of financial position items in 2023

Amounts in €k

Changes
due to Other
LIABILITIES
A. Shareholders' equity
2022 merger changes 2023
I - Subscribed capital or equivalent reserve 2,031,456 2,031,456
II - Share premium reserve 35 407,256 407,256
III - Legal reserve 36 406,291 406,291
IV - Other equity reserves 37 3,179,741 (308,008) 2,871,734
V - Retained profit (loss) 38
39
VI - Profit (loss) for the year 40 144,731 479,753 624,484
VII - Negative reserve for treasury shares 41 (2,488) 259 (2,229)
Total 42 6,166,988 172,004 6,338,992
B. Subordinated liabilities 43 1,830,000 (80,000) 1,750,000
C. Technical provisions
I - Non-Life business
1. Premium provision 44 3,099,848 21,947 72,398 3,194,193
2. Claims provision 45 9,864,013 710,860 802,208 11,377,081
3. Sundry technical provisions 46 4,169 107 4,276
4. Equalisation provisions 47 95,646 (45,764) 49,882
Total non-life technical provisions 48 13,063,676 732,807 828,948 14,625,432
II - Life business
1. Mathematical provisions 49 25,849,265 40 (104,781) 25,744,524
2. Provision for amounts payable 50 250,133 697 8,830 259,660
3. Sundry technical provisions 51 104,588 (145) 104,443
Total life business technical provisions 52 26,203,987 737 (96,096) 26,108,628
Total 53 39,267,663 733,544 732,853 40,734,059
D. Technical provisions where the investment risk is borne
by policyholders and investments arising from pension fund
management
I - Provisions relating to contracts connected to investments fund
and market indices 54 1,139,935 134,396 1,274,330
II - Provisions arising from pension fund management 55 4,644,464 1,442,632 6,087,096
Total 56 5,784,398 1,577,028 7,361,426
E. Provisions for risks and charges 57 568,160 (89,385) 478,776
F. Deposits received from reinsurers 58 125,337 (3,374) 7,402 129,365
G. Payables and other liabilities
I
- Payables arising from direct insurance business
59 62,836 14,992 77,828
II
- Payables arising from reinsurance business
60 68,975 692 3,399 73,067
III - Bond loans 61
IV - Payables to banks and financial institutions 62
V - Sundry payables and loans 63 619,310 1,158 (223,493) 396,975
VI - Post-employment benefits 64 39,737 (13,130) 26,608
VII - Other liabilities 65 841,072 19,097 28,826 888,995
Total 66 1,631,931 20,947 (189,405) 1,463,473
H. Accruals and deferrals 67 50,315 256 (1,132) 49,439
TOTAL LIABILITIES 68 55,424,792 751,373 2,129,365 58,305,530

UnipolSai's support for the populations struck by floods in Emilia Romagna and Tuscany

On 17 May 2023, UnipolSai launched a structured and integrated plan of actions in favour of populations affected by the May floods in the Emilia Romagna region, with the aim of supporting customers and agencies resident in areas affected by the flood.

In a context of difficulty and suffering, UnipolSai committed to facilitating claims management, granting significant extensions and deferrals and providing adequate and timely responses by activating a dedicated toll-free number. In addition to the aforementioned interventions in favour of customers, the Company, with the collaboration of the US entrepreneur Elon Musk, through his company SpaceX, purchased the Starlink terminals which enabled rescue workers, essential and strategic services (e.g. hospitals) and the flood-affected population to have access to the Internet. In June 2023, the purchased terminals were distributed and installed throughout the country so as to ensure continuity of activities.

On 7 November 2023, UnipolSai also launched a structured and integrated plan of actions in favour of populations affected by the November floods in Tuscany, with the aim of supporting customers and agencies resident in areas affected by the flood. In a context of difficulty and suffering, UnipolSai committed to facilitating claims management, granting significant extensions and deferrals and providing adequate and timely responses by activating a dedicated toll-free number.

UnipolSai participates together with the main Italian insurance companies in the Eurovita rescue operation

On 29 June 2023, the Board of Directors of UnipolSai Assicurazioni approved the Company's participation in the rescue operation scheme to protect Eurovita policyholders, together with Allianz, Assicurazioni Generali, Intesa Sanpaolo Vita and Poste Vita (jointly, the "Companies").

On 3 August 2023, the Companies established the NewCo Cronos Vita S.p.A. Following the receipt of IVASS authorisation to carry out insurance activities, the NewCo was renamed Cronos Vita Assicurazioni S.p.A. ("Cronos Vita").

At 31 December 2023, the share capital of Cronos Vita amounted to €60m and was subscribed in equal shares of 22.5% by UnipolSai, Generali Italia, Intesa Sanpaolo Vita and Poste Vita, with Allianz subscribing the remaining 10%. The total payments made by UnipolSai in the form of share capital and share premium in favour of Cronos Vita amounted to €49.5m. At 31 December 2023, UnipolSai's investment in Cronos Vita Assicurazioni consisted of 13,500,000 shares for a carrying amount of €49.5m.

With effect from 30 October 2023, Eurovita SpA transferred a company complex to Cronos Vita comprising the entire portfolio of Eurovita policies, placed under compulsory administrative liquidation on 27 October 2023. Cronos Vita is managing the run-off of this portfolio for the time strictly necessary (i) for the precise identification of the distinct business units making up the company complex to be assigned to the Companies and (ii) the subsequent transfer of these units to them (or, subject to the approval of the banks involved in the transaction, their subsidiaries).

The deadline established for completing the transfer of the business units to the Companies is 24 months from the above-mentioned effective date of the transfer to Cronos Vita of the business unit, without prejudice to any delays caused by objective technical or authorisation issues.

As of 31 October 2023, IVASS Measure of 6 February 2023, which had temporarily suspended the right of Eurovita policyholders to exercise their right to Redemptions, stopped being effective. To ensure the success of the transaction and a balancing of the respective risks and charges between the parties involved, 30 banks, including the banks distributing Eurovita products and certain system banks, have indicated their willingness, subject to the issue of specific guarantees by part of Eurovita and, alternatively, its shareholders, to grant loans to the company to cover part of the early redemptions relating to the policies linked to segregated funds distributed by the banks and included in the company complex.

Repayment of subordinated liabilities

On 24 July 2023, UnipolSai fully repaid the Mediobanca Tier 1 subordinated loan with an original nominal value of €400,000k, through repayment of the fifth and final tranche of €80,000k as indicated in the contractually envisaged repayment plan.

Moody's changed UnipolSai's outlook from negative to stable

On 22 November 2023, the rating agency Moody's Investor Service confirmed the Insurance Financial Strength Rating of UnipolSai Assicurazioni S.p.A. as "Baa2", i.e. one notch above the Italy rating (Baa3/Stable Outlook), improving the outlook from "Negative" to "Stable" after similar action taken on the country rating. In its decision, the Moody's Committee considered the high exposure of the Company's assets and liabilities to the country.

Cancellation of UnipolReC from the Register of financial intermediaries (Art. 106, Consolidated Law on Banking)

At the meeting of 7 February 2023, the Board of Directors of UnipolReC SpA, in acknowledging that, following the sale en bloc without recourse of the entire loan portfolio in favour of AMCO – Asset Management Company SpA, completed pursuant to Art. 58 of the Consolidated Law on Banking on 14 December 2022, the continuation of financial intermediation activities pursuant to Art. 106 of the Consolidated Law on Banking no longer satisfies the interests of the Unipol Group, resolved, among other things, on the proposal to adopt a new corporate purpose with consequent waiver of exercise of the activity reserved to it pursuant to Art. 106 of the Consolidated Law on Banking. This proposal was submitted for approval to the Shareholders' Meeting of UnipolReC, subject to the issue by the Bank of Italy of the authorisation required pursuant to Bank of Italy Circular no. 288 of 3 April 2015. The company was struck off from the Register of financial intermediaries on 11 December 2023.

Advertising and Sponsorships

Partnership renewed between UnipolSai and Ducati Corse

On 23 January 2023, during the official presentation of Ducati for the 2023 season of the MotoGP World Championship, the partnership between UnipolSai and the Borgo Panigale team was renewed, for the seventh consecutive year confirming the common path of two Italian excellences united in the sharing of values, passion and approach to innovation.

UnipolSai advertising campaign is back

In 2023, UnipolSai was back on air with the multimedia advertising campaign "Sempre un passo avanti" (Always One Step Ahead), aimed at highlighting the possibility for customers to "truly choose the future" through UnipolSai, a leader in MV insurance in Italy, with over 10 million customers and around 4 million connected cars. At the same time, the creative concept underlines the authority, reliability and innovative vocation of UnipolSai, thanks to the offer of insurance solutions combined with cutting-edge technological services.

UnipolSai Title Sponsor of the top basketball championship

On 8 June 2023, as part of the Finals 2023 presentation event, UnipolSai announced the renewal of the partnership for the 2023/2024 and 2024/2025 seasons. A renewal that leverages on the remarkable synergy generated in the first three years of the 2020-2023 collaboration with effective results, in terms of visibility, brand equity and engagement, generated by the Title Sponsorship on the various media channels and "on field" in all the championship venues.

UnipolSai and the World Swimming Championships

At the Aquatics World Championships, which ended on 31 July 2023 in Japan, the Italian athletes of the Italian Swimming Federation, of which UnipolSai is the main sponsor, won 14 medals; this is one of the most significant results achieved at a world championship by the Italian national team, although it did not meet the record set in Budapest 2022. Indeed, in this twentieth edition of the world championships, the Italian Swimming Federation is the only delegation that managed to place a swimmer on the podium in every discipline, with eight also qualifying for the 2024 Paris Olympics.

Dominate The Water: swimming and marine protection with UnipolSai

In August 2023, the Dominate the Water swimming event circuit was held, for which UnipolSai is the main partner. This is a two-day open water competition aimed at raising awareness around sea protection, with competition formats for all ages and degrees of preparation. DTW was founded with the desire to safeguard the marine environment by promoting open water swimming, which is still not very popular in Italy, combining sport, sea protection and the promotion of local areas with the development of a real green economy.

Recognitions

UnipolSai ranks first in Brand Finance's insurance brands

UnipolSai is the strongest insurance brand in the Brand Finance 2023 ranking, with a Brand Strength Index score of 86.3 out of 100, which earned it an AAA brand rating. The award is determined by a balanced scorecard of metrics that assess marketing investments, stakeholder equity and company performance. UnipolSai is credited with being "one of the insurance brands most appreciated by Italians for the range of its offer and its responsiveness to its customers in difficult financial times".

Insurance Awards 2023 - Matteo Laterza Insurer of the Year

On 7 February 2023, the Chief Executive Officer of UnipolSai received the Insurer of the Year award at the Milano Finanza 2023 Insurance Awards, the recognition reserved for excellence in the insurance sector.

UnipolTech and BeRebel win prizes at NC Awards 2023

UnipolTech, with UnipolMove and BeRebel, were the protagonists at the NC Awards 2023, winning several prizes, including first place for UnipolTech in the "Travel, Transport and Tourism - Entertainment and Leisure" and "Best Company 2023" categories and first place for BeRebel's holistic advertising campaign in the "Banking and Insurance" category.

For sixteen years, the NC Awards have been a point of reference for the entire panorama of integrated communication in Italy, with a jury consisting of around 30 managers from companies from all sectors and top communication spenders.

Digital Green Index: more sustainable digital channels

In June 2023, UnipolSai has obtained two important awards with the Digital Green Index project, testifying to the Company's commitment to promoting sustainability and innovation in the insurance sector.

The Digital Green Index project has demonstrated how it is possible to create eco-sustainable and certified digital channels, through the application of a "green" methodology of design, planning and implementation that leads to a reduction in energy scoring.

The innovative methodology was used for the first time in the development of the GlassX site for UnipolGlass which, from an energy point of view, produces only 0.75 tonnes of CO2 per year, which corresponds to a reduction of 29% compared to the world average of digital channels. The project won first place in the "Best ESG Project" category at the Italy Insurance Forum Awards 2023. This event is sponsored by Insurance Club, the community of IKN Italy, which evaluates best practices in the insurance world in Italy.

This was followed by third place in the "Social, Sustainable & Responsible" category at The Qorus-Accenture Innovation in Insurance Awards 2023, which evaluates the most innovative projects and initiatives in the global insurance sector, in which 223 companies participated from 43 countries.

UnipolSai recognised by Standard Ethics as one of the best examples of sustainability

In August 2023, UnipolSai was recognised by Standard Ethics as one of the best examples of social and environmental sustainability at international level. The recognition came with confirmation of the "EE+" (or "very strong") SER (Corporate Standard Ethics Rating) and the transition from "stable" to "positive" of its outlook. The Company was recognised for having undergone corporate transformations, structural streamlining, organisational and technological innovations in line with the voluntary ESG (Environmental, Social and Governance) policies of the European Union, the United Nations and the OECD.

UnipolSai awarded in the "Business Sustainability" category of the Think Awards

On 13 September 2023, the Think Awards 2023 were held, an IBM initiative that celebrates the best projects in the categories Environmental Sustainability, Business Sustainability and Social Sustainability for their outstanding innovativeness of technological solutions and importance of the results achieved. UnipolSai won the award in the Business Sustainability category, for having modernised the technological infrastructure and adopted innovative software solutions to support the integrated customer service platform, which plays a central role in the Unipol Group's business model.

Creation of value for shareholders: UnipolSai one of the top companies in the world

UnipolSai is among the top insurance companies in the world and the fourth among European multi-segment companies in terms of Total Shareholder Return (TSR) in the five-year period 2018-2022, according to findings of the study "The 2023 Insurance Value Creators Report" prepared by Boston Consulting Group in November 2023. TSR is a measure widely used in the financial sector to assess the overall return on investment in the shares of a listed company over time. It is a full representation of the economic benefits that can be obtained by shareholders and includes two key components: on one hand, the change in the share price in a given time window (capital gain) and, on the other, the amount of dividends distributed by the company in the same time interval (dividend yield). In the case of UnipolSai, the average annual return calculated in this way was 11% over the 5 years, significantly higher than the global average in the sector (4%). A particularly significant contribution to performance was the sustained ability to distribute dividends during the period analysed.

Insurance business highlights

Financial Statements Financial Statements
(Amounts in €m) 2023 2022
Gross premiums 11,250.7 10,592.4
% variation (1) 6.2 7.3
Direct premiums 10,762.5 10,275.6
% variation (1) 4.7 7.1
Payments (claims, expiries, surrenders and annuities) 8,101.8 7,199.8
% variation (1) 12.5 (0.8)
Operating expenses (net of reinsurance) 2,322.7 2,331.6
% variation (1) (0.4) 5.2
Expense ratio Non-Life business (2) 29.3% 30.6%
Expense ratio Life business (2) 4.2% 4.7%
Loss ratio with OTI ratio (3) 76.7% 63.0%
Combined ratio direct business with OTI ratio (4) 106.0% 93.5%
Net gains on investments and net realised gains
-excluding class "D" and impairment/reversals 1,581.1 1,341.8
% variation (1) 17.8 (2.6)
-excluding class "D" and including impairment/reversals 1,490.1 657.9
% variation (1) 126.5 (49.5)
Net profit (loss) 624.5 144.7
% variation (1) 331.5 (77.7)
No. of agencies 1,991 2,117
No. of agents 3,643 3,874
No. staff (5) 6,567 7,046

(1) Percentage variation on the previous financial statements

(2) Percentage ratio of operating expenses to premiums earned for the direct Non-Life business

(3) Percentage ratio of operating expenses to premiums written for the direct Life business

(4) Loss ratio for direct business, including OTI ratio, i.e. the ratio between the net balance of other technical items and the change in other technical provisions and earned premiums

(5) Sum of the loss ratio and the ratio of operating expenses to premiums earned for the Non-Life business and premiums written for the Life business, respectively. (6) Full Time Equivalent - FTE: 6,841 (6,788 in 2021)

* The ratios of the previous year were restated, for consistency with the new calculation method applied starting from 2023, which for the Non-Life segment relates operating expenses to premiums earned rather than premiums written in order to avoid distortions as a result of the initiation of monthly premium instalment plans.

Financial Statements Financial Statements
(Amounts in €m) 2023 2022
Investments and cash and cash equivalents 49,894.4 48,536.2
% variation (1) 2.8 (0.8)
Technical provisions 48,095.5 45,052.1
% variation (1) 6.8 1.8
% Technical provisions/Premiums ratio
- Non-Life 196.6 181.4
- Life 878.2 942.9
- Non-Life + Life 427.5 425.3
Shareholders' equity 6,339.0 6,167.0
% variation (1) 2.8 (6.0)

(1) Percentage variation on the previous financial statements

Share performance

Information on share performance

At the end of December 2023 the official price of the UnipolSai share was €2.264, in the last 12 months recording a decrease of 2.2% against an increase in the FTSE Italia All-share index of 26.3%.

Capitalisation values

Capitalisation at 31 December 2023 amounted to €6,395m (€6,514m at 31/12/2022).

Shareholding structure

The company is controlled by Unipol Gruppo, pursuant to Art. 2359, paragraph 1, number 1) of the Civil Code. The shareholding structure at 31 December 2023 is shown in the chart below:

The companies Unipol Finance, Unipol Investment and Unipolpart I are subsidiaries of Unipol Gruppo.

Operating performance

In 2023, the macroeconomic scenario continued to be characterised by sustained inflation, albeit gradually slowing thanks to the action of the main Central Banks, which maintained restrictive monetary policies and held back economic development. Geopolitical tensions continued, aggravated towards the end of the year by the outbreak of the Israel-Palestine conflict, which fuelled uncertainties despite a positive financial market context.

At 31 December 2023, direct insurance premiums, gross of reinsurance, stood at €10,762.5m, up (+4.7%) compared to €10,275.6m at 31 December 2022.

Non-Life direct premiums, amounting to €6,951.7m, recorded growth of +1.0% compared to €6,883.1m at 31 December 2022.

The MV segment was up by 2.2% compared to the previous year, recording premiums of €3,701.3m. After several years in which there was a decline in the average MV TPL premium, the Company enacted tariff increases made necessary due to the rising cost of claims caused by the significant recovery in inflation recorded over the last two years, with effects both on vehicle repair costs and regulatory adjustments of the reference values of losses for minor injuries and family member losses. The growth in premiums in this segment was mitigated by the effects of the right granted to customers to split the premium into monthly instalments at no additional charge, which met with a successful reception, leading to a slowdown in premiums written and the relative collections. In addition, the accessory guarantees included in the Land Vehicle Hulls class, which recorded growth of 5.9% compared to 2022, are also continuously developing.

The Non-MV segment generated premiums of €3,250.3m and a decline of −0.4% compared to 31 December 2022, impacted by the introduction of the possibility of paying premiums for some products in monthly instalments and the decline in Health premiums as a result of the launch of the UniSalute 2.0 project, which allowed the agency distribution network to directly offer its customers the products offered by UniSalute, a leading company in the reference market. Excluding the above phenomena, it is estimated that the segment would have recorded growth of more than 3% in 2023.

In 2023, there were exceptional catastrophic events in our country, mainly attributable, in terms of the extent of the damages insured by our Company, to the flood that struck Emilia-Romagna in May and to the hail events on the regions of Northern Italy at the end of July. These events caused a significant deterioration in the direct business combined ratio, including the balance of other technical items and calculated entirely on premiums earned, which reached 106.0% at 31 December 2023, compared to 93.5%1 at 31 December 2022. The loss ratio, including the balance of other technical items, was 76.7% (compared to 63.0% in 2022), while the expense ratio came to 29.3% of premiums written (compared to 30.6%2 at 31/12/2022). The incidence of other technical items was stable (1.4% compared to 1.3% in 2022). Against the backdrop of the natural events mentioned above, there were significant recoveries thanks to reinsurance coverage and, therefore, the combined ratio net of reinsurance was 101.0%.

In the Life business, the Company achieved direct premiums of €3,810.9m, an increase 12.3% compared to €3,392.5m recorded in 2022 in a market context that is still difficult due to the generalised increase in interest rate returns, and therefore the attractiveness of competing investments. The sales network focused on traditional and multi-segment products, with a view to optimising the net flows of segregated funds. The Company also benefited from the acquisition of new closed pension fund mandates for a value of €812.8m.

1 The value of the combined ratio of the previous year was restated, for consistency with the new calculation method applied starting from 2023, which incorporates a Non-Life expense ratio determined in relation to premiums earned rather than premiums written in order to avoid distortions as a result of the initiation of monthly premium instalment plans.

2 The value of the expense ratio for the previous year was restated, for consistency with the new calculation method applied starting from 2023, which for the Non-Life segment relates operating expenses to premiums earned rather than premiums written in order to avoid distortions as a result of the initiation of monthly premium instalment plans.

The management of financial investments benefited from the increase in the profitability of new investments, focusing on investment grade securities, with a simultaneous improvement in terms of diversification and the overall risk-return profile.

The gross profitability of the insurance financial investments portfolio achieved a return of 4.5% on invested assets, of which 0.8% from security sales. In 2022, the profitability of financial investments was 2.1%, affected by significant write-downs of securities classified in the current portfolio.

During 2023, real estate asset renovations continued, with work on both the real estate assets for use by third parties and assets for business use, including the completion of works on the new multi-storey office building in Piazza Gae Aulenti in Milan. The property, which is elliptical in shape and around 125 metres high, includes 23 storeys above ground and was designed and built to receive the best certification in terms of energy and water saving and ecological quality of the spaces (Leed Platinum certification).

UnipolSai achieved a net profit of €624.5m in 2023, compared to €144.7m recorded in the previous year, which was affected by significant value adjustments to securities classified in the current assets portfolio triggered by higher interest rates.

The aspects with the greatest impact on the operating performance were as follows:

A. At the end of 2023, premiums were €11,250.7m, of which €10,762.5m in direct business, with breakdown as follows:

Premiums Non-Life Life Total 2023 Total 2022 % Var. Var.on 2022
Direct business 6,951.7 3,810.9 10,762.5 10,275.6 4.7 487.0
Indirect business 488.0 0.2 488.2 316.9 54.1 171.3
7,439.7 3,811.0 11,250.7 10,592.4 6.2 658.3
Premiums ceded 280.6 8.2 288.8 307.2 (6.0) (18.5)
Premiums retained 7,159.1 3,802.8 10,961.9 10,285.2 6.6 676.7
% breakdown 65.3 34.7 100.0

Amounts in €m

The net retention of acquired premiums was 97.4%, substantially in line with the previous year (97.1%). The result from technical insurance management, which also includes operating expenses and allocation of the share of gains on investments, was overall positive for €633.3m (€307.1m in 2022) with the breakdown showing €205.3m for the Life business and €428.0m for the Non-Life business.

  • B. Total operating expenses (including acquisition and collection commissions and other acquisition and administrative expenses) were €2,322.7m (−0.4% compared to 2022), with an incidence on (Life and Non-Life) premiums of 20.6% (22.0% in 2022). Net of reinsurers' commissions, total operating expenses were equal to €2,241.3m (−0.3% compared to 2022).
  • C. Investments and cash and cash equivalents (net of impairment) reached €49,894.4m, (€48,536.2m in 2022), of which €7,361.4m (€5,784.4m in 2022) relating to investments in Class D.
  • D. Gains on investments and financial income, net of losses on investments and financial charges, excluding those benefiting policyholders that bear the risk and investments arising from pension fund management - Class D, amounted to €1,293.0m, up €8.0m on 31 December 2022.

Net gains on investments and financial income, including net realised capital gains and impairment and reversals of impairment losses, amounted to €1,490.1m, increasing by €832.1m (€657.9m in 2022, 126.5%) compared with 31 December 2022.

  • E. Technical provisions for the Life and Non-Life businesses reached a total amount, at the end of 2023, of €48,095.5m (+6.8%); net of the reinsurer's share, they amounted to €47,144.2m (+5.8%). The technical provisions-premiums ratio was 196.6% in the Non-Life business (181.4% in 2022) and 878.2% in the Life business (942.9% in 2022).
  • F. Profit from ordinary operations amounted to €799.3m, while profit from extraordinary operations was positive, and came to €5.8m, bringing pre-tax profit to €805.1m.
  • G. Taxes for the period had a negative effect on the profit for the period of €180.6m.

Therefore, the net profit for the year amounted to €624.5m, compared to €144.7m in the previous year.

The shareholders' equity of the Company, including the profit for the year, was €6,339.0m.

Total premiums

Amounts in €m

Technical provisions

Amounts in €m

NB. Non-Life premium provisions also include supplementary provisions.

Premiums

Premiums acquired at 31 December 2023 amounted to a total of €11,250.7m, an increase of 6.2%. The breakdown of premiums by class, the composition ratios and the percent variations on the previous year are shown in the table below, complying with the classification of risks set out in Italian Legislative Decree 209 of 7 September 2005 ("Insurance Code"), Art. 2, paragraph 1 (Life business), and paragraph 3 (Non-Life business).

Premiums by class

Amounts in €k
Cod.
Code
Ramo
Class
FY
2023
%
Comp.
FY
2022
%
Comp.
Variation 2023/2022
amount
%
ITALIAN DIRECT BUSINESS
Non-Life business
1 Accident 608,258 5.7 623,472 6.1 (15,215) (2.4)
2 Health 127,471 1.2 196,359 1.9 (68,889) (35.1)
3 Land Vehicle Hulls 890,309 8.3 841,094 8.2 49,215 5.9
4 Railway rolling stock 1,002 0.0 676 0.0 326 48.2
5 Aircraft 1,904 0.0 2,151 0.0 (248) (11.5)
6 Sea, lake and river vessels 6,065 0.1 5,927 0.1 137 2.3
7 Goods in transit 18,693 0.2 16,083 0.2 2,610 16.2
8 Fire 642,664 6.0 610,123 5.9 32,542 5.3
9 Other damage to property 639,439 5.9 625,822 6.1 13,616 2.2
10 Land Vehicle TPL 2,801,128 26.0 2,769,661 27.0 31,467 1.1
11 Aircraft TPL 1,989 0.0 2,056 0.0 (67) (3.2)
12 Sea, lake and river TPL 9,910 0.1 9,795 0.1 116 1.2
13 General TPL 780,020 7.2 746,191 7.3 33,829 4.5
14 Credit 200 0.0 312 0.0 (111) (35.7)
15 Bonds 56,065 0.5 57,952 0.6 (1,887) (3.3)
16 Pecuniary losses 74,534 0.7 71,156 0.7 3,378 4.7
17 Legal expenses 80,884 0.8 86,008 0.8 (5,124) (6.0)
18 Assistance 211,128 2.0 218,217 2.1 (7,089) (3.2)
Total Non-Life business 6,951,661 64.6 6,883,054 67.0 68,607 1.0
Life business
I Whole and term life insurance 1,708,703 15.9 1,618,489 15.8 90,214 5.6
III Unit-linked/index-linked policies 149,106 1.4 261,126 2.5 (112,021) (42.9)
IV Health 14,146 0.1 13,888 0.1 258 1.9
V Capitalisation insurance 151,265 1.4 199,394 1.9 (48,129) (24.1)
VI Pension funds 1,787,647 16.6 1,299,600 12.6 488,048 37.6
Total Life business 3,810,867 35.4 3,392,497 33.0 418,370 12.3
Total Direct business 10,762,528 100.0 10,275,551 100.0 486,977 4.7
INDIRECT BUSINESS
Non-Life business 488,007 100.0 316,860 100.0 171,147 54.0
Life business 158 0.0 27 0.0 132 497.0
Total Indirect business 488,165 100.0 316,886 100.0 171,279 54.1
TOTAL PREMIUMS 11,250,693 10,592,437 658,256 6.2

In 2022, taxes (borne by policyholders) amounting to €1,037,382k were collected on premiums, along with contributions to the National Health Service amounting to €293,357k

Non-Life insurance business

Direct premiums

During 2023, two significant phenomena characterised premium performance:

  • the monthly split, a form of free instalment plan introduced for customers on the main UnipolSai products;
  • the UniSalute 2.0 project, involving the sale by the UnipolSai agency network of UniSalute brand Health products, therefore channelling a portion of premiums towards the Group's specialist Company.

Direct premiums at 31 December 2023 amounted to €6,951.7m, up by 1.0% compared to 2022, due to MV growth, which closed at +2.2%, while the non-MV segment closed down by 0.4%. The effects of monthly instalment plans had a greater impact on the MV classes. Also considering indirect business, premiums acquired during the year amounted to €7,439.7m (€7,199.9m in 2022).

In the MV segment, growth regarded both MV TPL, where the increase in the average premium offset the reduction in the portfolio, as well as the Land Vehicle Hulls class.

In the non-MV segment, growth in premiums was basically widespread across the main classes, with the exception of Health, the reduction of which resulted in the decline of the entire segment.

With regard to claims reported, 2,310,417 claims were received during the year with reference to all Non-Life classes, an increase of 7.9% compared to those received in 2022 mainly due to hail events that occurred in the month in July, exceptional in terms of both frequency and magnitude.

In 2023, the Claims Area managed 1,405,324 claims reported during the year for the Company (of which roughly 72% have already been settled with payment) in addition to 406,836 claims from previous years outstanding at 1 January or reopened (of which nearly 67% already settled with payment).

"Fault" claims (Non-Card, Debtor Card or Natural Card) totalled 494,312, down by 1.6% (502,475 in 2022).

Claims that present at least a Debtor Card claims handling totalled 298,345 (+4.4%) compared to the same period in the previous year.

Handler Card claims were 367,020 (including 80,847 Natural Card claims, claims between policyholders at the same company), up by 3.3%. The settlement rate in 2023 was 78.1%, down from the same period of last year (78.9%).

The weight of cases to which the Card agreement may be applied (both Handler Card and Debtor Card claims)3 out of total cases (Non-Card + Handler Card + Debtor Card) in 2023 was equal to 85.3% (82.6% in 2022).

The change is largely due to the entry into the CARD regime as of 1 January 2023 of some foreign companies that previously did not participate in the direct compensation scheme. The different management of claims involves a reassignment between Non-Card and Card claims.

The average cost (amount paid plus amount reserved) for claims reported and handled (including claims incurred but not reported) increased by 1.5% in 2023 (+4.5% in 2022). The average cost of the amount paid out rose by 3.5% (+5.2% in 2022).

The table below, regarding Italian direct business and for the main classes concerned, illustrates the claims settlement rate at 31 December 2023 and the comparison with 31 December 2022, obtained by comparing the number of claims paid out to the number of claims reported in the period or set aside at the end of the previous year, net of those cancelled as they were not followed up on.

Class Current
claims
Prior-year
claims
2023 2022 2023 2022
Accident 62.4 62.7 71.0 63.2
Health 82.0 84.4 68.9 72.4
Land Vehicle Hulls 75.3 82.2 87.5 88.4
Fire 49.4 70.6 67.9 70.2
Other damage to property 67.7 76.3 79.5 82.6
General TPL 63.2 64.3 42.9 41.3
Motor TPL under management (NC+HC) * 75.6 75.9 57.4 55.0
"Non-Card" Motor TPL 64.2 64.7 45.1 42.8
"Handler Card" Motor TPL 78.1 78.9 68.5 66.6
"Debtor Card" Motor TPL 73.7 73.4 72.5 73.4

Percentage amounts

* (NC = No Card - CG= Handler Card)

Overall, charges relating to claims for the current and previous years, net of reinsurance, came to €4,947.6m, and rose compared with 2022 (+14.6%).

3 "Debtor Card claims" are those claims managed by other companies for which their policyholders are fully or partially liable, and are settled through a specific clearing house set up at CONSAP.

"Handler Card claims" are those managed by companies whose policyholders are not liable, either fully or partially. In these cases, the company receives a lump-sum repayment from the counterparty's insurance company. Lastly, Non-Card claims are those which do not fall within the Card agreement.

With regard to Italian direct business, claims paid from the current and previous years resulted in an outlay (net of coinsurers' share and recoveries, including appraisal costs) of €4,218.4m, an increase of €284.3m compared with 2022 (+7.2%).

Total Non-Life technical provisions reached €14,625.4m at the end of the year, an increase of €1,561.8m (+12.0% compared with 31/12/2022), amounting to 196.6% of premiums acquired (181.4% at 31/12/2022).

Operating expenses in the Non-Life business, including acquisition and collection commissions and other acquisition costs and administrative expenses, amounted to €2,082.1m compared with €2,090.7m in 2022. The impact on premiums earned - direct business came to 29.3% (30.6%4 in 2022).

The technical result showed a positive balance of €428.0m (€433.9m in the previous year). The transfer of the share of net gains on investments came to €455.5m, compared with €120.6m in the previous year. Below we provide information on the technical performance of the main classes.

Claims Paid Claims Reported
2023 2022 % Variation 2023 2022 % Variation
Amounts in €k Migliaia di euro Migliaia di euro Number Number
CLASS Italian Direct Business -
Non-Life business
1 Accident 276,695 263,146 5.1% 83,857 80,724 3.9%
2 Health 142,061 160,549 (11.5)% 402,964 417,017 (3.4)%
4 Railway rolling stock 5,533 153 3522.2% 1 2 (50.0)%
5 Aircraft 6,279 293 2046.6% 26 27 (3.7)%
6 Sea, lake and river vessels 4,777 6,823 (30.0)% 388 384 1.0%
7 Goods in transit 4,525 3,634 24.5% 2,078 1,663 25.0%
8 Fire 534,641 303,543 76.1% 114,299 55,123 107.4%
9 Other damage to property 363,055 348,489 4.2% 229,378 203,818 12.5%
11 Aircraft TPL 515 315 63.5% 21 18 16.7%
12 Sea, lake and river TPL 6,989 8,155 (14.3)% 1,011 1,018 (0.7)%
13 General TPL 343,488 356,239 (3.6)% 87,377 83,524 4.6%
14 Credit 235 (4) 5880.3% 1 0.0%
15 Bonds 2,178 13,674 (84.1)% 486 318 52.8%
16 Pecuniary losses 30,711 27,577 11.4% 27,882 41,301 (32.5)%
17 Legal expenses 15,290 12,899 18.5% 8,045 8,052 (0.1)%
18 Assistance 106,168 96,601 9.9% 441,763 417,958 5.7%
TOTAL NON-MV BUSINESS 1,843,140 1,602,084 15.0% 1,399,577 1,310,947 6.8%
10 Land Vehicle TPL 1,791,936 1,827,083 (1.9)% 494,312 502,475 (1.6)%
3 Land Vehicle Hulls 583,372 504,964 15.5% 416,528 327,810 27.1%
TOTAL MV BUSINESS 2,375,307 2,332,047 1.9% 910,840 830,285 9.7%
TOTAL NON-LIFE
BUSINESS
4,218,447 3,934,132 7.2% 2,310,417 2,141,232 7.9%

4 The value of the expense ratio for the previous year was restated, for consistency with the new calculation method applied starting from 2023, which for the Non-Life segment relates operating expenses to premiums earned rather than premiums written in order to avoid distortions as a result of the initiation of monthly premium instalment plans.

1 Management Report

Accident

Direct premiums €608.3m (-2.4%) Number of claims reported 83,857 (+3.9%) Claims paid out €276.7m (+5.1%) Charges relating to claims €313.5m (+4.0%)

The Accident class closed the year 2023 with premiums down. This phenomenon is particularly evident in the retail sector, where the difficulties deriving from the macroeconomic context, along with the high rate of inflation, caused a significant contraction in insurance spending capacity.

All of this was reflected, as concerns policyholders, in increasingly greater recourse to monthly premium payments on standardised products, which slows down incoming cash flows, in addition to giving up all insurance coverage not seen as a priority, such as policies covering traffic accidents.

Therefore, there is a negative balance between the number of contracts acquired and those that expired, also considering that the various sales initiatives implemented have only partially managed to support development and retention.

In the collective risk coverage segment, on the other hand, higher collections were recorded, also due to some acquisitions and coverage reforms of significant customers.

The total cost of claims and the number of claims recorded a widespread increase in both standardised products and in collective agreements with greater volume and economic value.

Despite the trends described above, the class confirmed a largely positive technical balance.

Health

Direct premiums €127.5m (−35.1%) Number of claims reported 402,964 (−3.4%) Claims paid out €142.1m (−11.5%) Charges relating to claims €115.8m (−24.3%)

The reduction in premiums already recorded starting in the first half of the year was due to the consolidation of the UniSalute 2.0 project, which involved the centralisation of the health portfolio with UniSalute, the Group's specialist company. The effect was more evident in relation to the Agricultural Funds characterised by a significant volume of collections and for which the transfer from UnipolSai to UniSalute was planned in 2023, while the other collective agreements will be transferred to UniSalute during 2024.

On the retail portfolio the decrease was confirmed as more gradual.

With regard to claims, the non-proportional decrease in claims was due on the one hand to the management of late claims referring to the first reimbursement policies transferred to UniSalute and on the other to the increase in the frequency of specialist claims, visits, diagnostics and dentistry, characterised by a low average cost. This resulted in a decrease in the total cost, with an ensuing slight improvement in the technical balance of the class.

Land Vehicle Hulls

Direct premiums €890.3m (+5.9%) Number of claims reported 416,528 (+27.1%) Claims paid out €583.4m (+15.5%) Charges relating to claims €724.3m (+29.9%)

Premium income in 2023 was significantly influenced by the introduction of the new monthly instalment plan, net of which there would have been a double-digit growth trend. This increase was significantly caused by the higher average premium of some significant guarantees, including Natural Events, Kasko (Comprehensive), Collision and Socio-Political Events.

The number of claims and the associated costs were up in part due to a gradual recovery in the claims frequency, accompanied by an increase in the average cost that is involving certain guarantees but, above all, due to weather, flood and hail events, which have heavily affected the class and resulted in a negative technical balance.

Fire

Direct premiums €642.7m (+5.3%) Number of claims reported 114,299 (+107.4%) Claims paid out €534.6m (+76.1%) Charges relating to claims €1,248.0m (+189.7%)

The Fire class recorded a particularly negative result in 2023.

Against the significant growth in premiums, which is confirmed substantially due to portfolio tariff adjustments, there was a considerable increase in claims, both the number of claims reported and the amounts, which mainly concerned losses deriving from atmospheric and flood phenomena occurring during the year: in particular, the floods that struck Romagna in May and Tuscany in November, as well as the exceptionally violent and extensive atmospheric phenomena that in the final ten days of July affected Lombardy, Veneto and the central Adriatic coast.

Other Damage to Property

Direct premiums €639.4m (+2.2%) Number of claims reported 229,378 (+12.5%) Claims paid out €363.1m (+4.2%) Charges relating to claims €527.6m (+48.7%)

There was a slight increase in Other Damage to Property premiums. The Construction segment maintains a growth trend due to the increase in premiums of policies covering public tenders, especially within the scope of the NRRP. With regard to claims, the increase in both the number of reported claims and the cost is mainly attributable to losses deriving from atmospheric phenomena that particularly affected the Technological Risks and Hail sectors, resulting in the deterioration of the class's result.

Land Vehicle TPL

Direct premiums €2,801.1m (+1.1%) Number of claims reported 494,312 (−1.6%) Claims paid out €1,791.9m (−1.9%) Charges relating to claims €1,939.0m (−7.1%)

The measures to recover the margins of the class, applied from the end of 2022, have allowed for a significant reversal of the downward trend in the average premium that has characterised the business over the last 10 years. The rise in the average premium, which accelerated in the second half of 2023, made it possible to increase premiums which, net of the effect of monthly instalments, would have reached an even higher value.

The growth in premiums concerned both the individual policies segment, due to the increase in the average premium, and the fleet segment, in which the increase in the insured fleet of some major customers had an effect.

The gradual return to post-pandemic normality did not result in an increase in the claims frequency, which even marked a reduction compared to 2022, with an ensuing decrease in the number and cost of claims, despite the higher average cost deriving from inflationary pressures and recent case law guidelines on minor injuries and the quantification of family member losses on claims with fatalities.

The factors described above caused an improvement in the class's technical result.

1 Management Report

Other TPL

Direct premiums €780.0m (+4.5%) Number of claims reported 87,377 (+4.6%) Claims paid out €343.5m (−3.6%) Charges relating to claims €194.7m (+46.9%)

The increase in Other TPL premiums was widespread across the various sectors, with the exception of Public Entities and those sectors with activities linked to certifications for the 110% Superbonus.

The resumption of post-pandemic activities led to an increase in the number of claims and the relative cost, which in any case did not jeopardise the positive result of the class, also considering the careful risk selection policy.

Credit and Bonds

Direct premiums €56.3m (−3.4%) Number of claims reported 487 (+53.1%) Claims paid out €2.4m (−82.3%) Charges relating to claims −€2.0m (+87.1%)

The year 2023 saw a reduction in the premium flow mainly due to the release of numerous policies taken out in previous years, in addition to the careful and selective underwriting policy, which favours assistance to the Company's wellestablished customers, subject to the maintenance of a satisfactory credit rating.

During the year, the upward trend in the number of new claims already observed in the first half of the year was confirmed, while settlements saw a sharp drop due to the elimination of the specific early 2022 situation relating to the payment of energy sector claims. Recovery/compensation actions continued with respect to policyholders in relation to claims opened in previous years. Reserving remained oriented to criteria of particular prudence and there were some positive developments of disputes established in the past.

In the Credit segment, the Company operates only on request of customers without carrying out any commercial initiatives. Premiums in this class were therefore confirmed to be completely marginal.

Financial losses

Direct premiums €74.5m (+4.7%) Number of claims reported 27,882 (−32.5%) Claims paid out €30.7m (+11.4%) Charges relating to claims €13.7m (−72.1%)

The growth in premiums mainly concerns the coverage of risks linked to companies, in particular in the Tourism sector, while the coverage of MV risks was down slightly, also in this case due to the monthly instalment plans.

The decrease in claims reported was due to MV Glass guarantees, which in 2023 were attributed to the Land Vehicle Hulls class, with a resulting decrease in the relative costs, accentuated by the improvement in the corporate segment, burdened by quite large claims in 2022.

The technical result returned to positive territory as a result of the trends observed above.

Legal expenses

Direct premiums €80.9m (−6.0%) Number of claims 8,045 (−0.1%) Claims paid out €15.3m (+18.5%) Charges relating to claims €15.0m (+1.3%)

The class closed with premiums down in the MV segment where, in addition to the effect of the contraction due to monthly instalment plans, the increase in the prices of other guarantees led to a reduction in the MV portfolio. With regard to claims, there was stability in the amount reported and a slight increase in cost, which in any case did not compromise the positive results of the class in terms of profit margins.

Assistance

Direct premiums €211.1m (−3.2%) Number of claims reported 441,763 (+5.7%) Claims paid out €106.2m (+9.9%) Charges relating to claims €102.9m (+0.5%)

The decline in premiums issued in 2023 can be attributed to the monthly split of the premium, which mainly concerned the MV business and therefore all guarantees linked to driving; net of this effect, there would have been substantial stability in the volume of premiums.

The return to normality post-pandemic also affected the claims rate of the Assistance guarantee, which is recovering, but with substantially stable costs that allow the class to confirm and improve upon the good levels of profitability achieved.

Goods in Transit

Direct premiums €18.7m (+16.2%) Number of claims reported 2,078 (+25.0%) Claims paid out €4.5m (+24.5%) Charges relating to claims €6.2m (+12.3%)

In 2023 growth was confirmed in premiums, due to the positive influence of commercial development actions and synergies with other classes.

The loss ratio was up but basically aligned with the development of the business, keeping the class loss ratio and profitability stable.

Marine Vessels

Direct premiums €6.1m (+2.3%) Number of claims reported 388 (+1.0%) Claims paid out €4.8m (−30.0%) Charges relating to claims €2.6m (−58.0%)

The Marine Vessels class confirmed the increase in premiums observed during the year. The portfolio mainly consists of leisure vessels and some quotas relating to commercial vessel risks.

The claims rate of the class was substantially stable due to a significant decrease in both claims settled and total charges. The class still presented some critical issues, but the improvement in the result showed the first positive signs linked to the actions taken to recover profitability.

1 Management Report

The new Non-Life Products

In the MV TPL and Land Vehicle Hulls segment, starting from February 2023, the new Unibox Smart Drive device was marketed, a new telematics solution that for proper operation involves interaction via Bluetooth between the device to be positioned autonomously on the windscreen and a specific App to be installed on the smartphone. In addition to in-vehicle safety services, with the detection of road accidents above a certain level and the subsequent dispatch of help, the App also provides the possibility of monitoring CO₂ levels and the fuel saved during the year by virtue of the driving style adopted. The initiative, included in the Data Driven Omnichannel Insurance guideline of the "Opening New Ways" Plan, enhances the widespread and advanced use of Data and Analytics to consolidate the technical and distribution excellence of the Company, through an extremely innovative insurance product.

In 2023, a number of tariff review measures were adopted for the MV price list, in continuity with the manoeuvre already initiated at the end of 2022, aimed at pursuing technical excellence in the Non-Life MV business and guaranteeing adequate levels of development and margins. As of September 2023, the new Customer Life Time Value (CLTV) indicator developed by UnipolSai has been used to assess the prospective value of each customer by analysing both their profit margins and their retention and propensity to purchase other policies in the future: customers with a higher CLTV will be able to take advantage of lower MV TPL rate increases.

With regard to the Non-MV segment, UnipolSai expanded the range of products for the protection of companies. The month of January 2023 saw the launch of UnipolSai Condominio Più, the solution capable of responding flexibly to the needs of different condominium contexts thanks to a modular and scalable offer.

In January 2023, the new Scudo Cyber product was also unveiled, the first stand-alone cyber product to complete the range of digital covers aimed at small and medium-sized enterprises, professional firms and the third sector and offer the possibility of customising all cover depending on specific customer requirements. It also includes the Quick Recovery service, which makes it possible to use the intervention of the Cyber Incident Response Team to limit or avoid the aggravation of the damage, without any advance payment or deductible.

From April 2023, note the new UnipolSai Focus Commercio product, intended for commercial activities and services, which offers dedicated cover for car repairers, service stations and the catering trade; insurance cover is also provided for professional and consulting firms. The main innovation of the product lies in the architecture of the individual sections, divided into a more streamlined and therefore more accessible basic offer, enriched by supplementary and additional guarantees.

As of September 2023, it is also worth mentioning the new UnipolSai Focus Impresa product, intended for small and medium-sized enterprises to cover the risks associated with the performance of industrial and craft-trade business activities and for owners of construction companies. The main innovation of the new product lies in the architecture of the individual sections, divided into a more streamlined and more accessible basic offer, enriched by supplementary guarantees and additional conditions that make it possible to build a complete package based on the needs of the insured company. The main innovations include the introduction of the Environmental Damage Section, which makes available the know-how and advice of expert professionals in the environmental sector, such as technical consultants and reclamation and emergency service companies, to the insured party through the "Pool Ambiente" Consortium.

Life business and Pension Funds

Total premiums (direct and indirect business) for 2023 came to €3,811.0m, up considerably compared with the previous year (+12.3%).

The following table shows the breakdown into individual and collective policies and between periodic premiums and single premiums of direct premiums acquired during the year, which totalled €3,810.9m:

Amounts in €m FY
2023
FY
2022
Variation 2023/2022
amount
%
Direct Business
Individual 1,490.6 1,569.9 (79.3) (5.1)
Group 2,320.2 1,822.6 497.7 27.3
Total 3,810.9 3,392.5 418.4 12.3
Periodic premiums 657.4 664.6 (7.3) (1.1)
Single premiums 3,153.5 2,727.9 425.6 15.6
Total 3,810.9 3,392.5 418.4 12.3
Ministerial Class
Class I 1,708.7 1,618.5 90.2 5.6
Class III 149.1 261.1 (112.0) (42.9)
Class IV 14.1 13.9 0.3 1.9
Class V 151.3 199.4 (48.1) (24.1)
Class VI 1,787.6 1,299.6 488.0 37.6
Total 3,810.9 3,392.5 418.4 12.3

The individual policies segment showed a decline of 5.1% compared to 2022, while collective policy premiums showed an increase of 27.3% compared to the same period of the previous year due to acquisition of the new Class VI pension funds (+37.6%). The growth in total premiums mainly concerns single premiums (+15.6%).

In an unfavourable market context, in addition to the excellent Class VI result, there was an increase in Class I premiums (+5.6%) and an increase in Class IV premiums (+1.9%).

The decline in first year premiums compared with the previous year (-18.8%) can be attributed primarily to the drop in premiums from Class I products (-16.7%).

Operating expenses, including acquisition and collection commissions and other acquisition costs and administrative expenses totalled €159.2m (up by 1.0% compared to 31/12/2022), with a 4.2% impact on premiums written - direct business (4.7% in the previous year), basically in line with the previous year.

The amounts paid (direct and indirect business) came to a total of €3,177.9m, an increase by 21.3% compared with the previous year, broken down as follows:

Amounts in €m 2023 2022 % Variation on 2022
Class I 1,931.1 1,489.1 29.7
Class III 102.9 67.5 52.4
Class IV 0.2 0.2 n.s.
Class V 546.3 457.5 19.4
Class VI 597.3 605.4 (1.3)
Total 3,177.9 2,619.8 21.3

During 2023, there was an increase in the amounts paid in Class I (+29.7%) and Class III (52.4%); the increase recorded in Class V (+19.4%) was caused in particular by the settlement during the current year of significant capitalisation policies that had expired.

The following table shows the breakdown of the amounts paid according to the reason for payment, compared to the previous year.

Amounts in €m 2023 2022 % Variation on 2022
Capital and annuities accrued 422.5 447.3 (5.5)
Surrenders and advances 2,535.0 1,940.4 30.6
Claims 215.5 226.6 (4.9)
Settlement expenses 5.0 4.8 3.2
Indirect business (0.1) 0.5 (118.6)
Total 3,177.9 2,619.8 21.3

The market context had an impact on the performance of surrenders, highlighting a significant increase (+30.6%), mainly attributable to traditional products. It should be noted that, before 2022, the incidence of surrenders was generally at minimum levels, both for UnipolSai and for the entire market, thanks to the extended phase of low interest rates and the attractive returns offered by Segregated Funds. In 2023, on the other hand, we witnessed a significant alteration in the financial context, with interest rates and inflation experiencing strong and rapid growth and a resulting gradual increase in surrenders, already observed starting from 2022, especially in traditional products (Classes I and V).

In the analysis by settlement type, on the other hand, there was a decrease in maturing capital (−5.5%) following the expiry of benefits in the portfolio, and a decrease in claims (−4.9%), already recorded in 2022 after a 2021 characterised by events associated with the COVID-19 pandemic.

Technical provisions for the direct and indirect portfolios came to €33,470.1m, an increase of 4.6% compared with the previous year.

The technical account result shows a positive balance of −€205.3m, compared to a negative −€126.8m in the previous year, impacted by the lower financial profitability linked to market trends.

Pension Funds

UnipolSai has continued to maintain its considerable position within the supplementary pension schemes market. In the first few months of 2023, following selections in which the Company participated in the second half of 2022, three mandates with guarantee were activated (Pegaso, Fondemain and Fopen) for €443.7m of assets managed at 31 December 2023; also in the first quarter of 2023, a new mandate without guarantee was launched with the Banco di Sardegna Pension Fund (Equities segment, for an amount at year end of €2.2m). During the second quarter of 2023, the UBI Pension Fund with guarantee was merged into the Intesa San Paolo Pension Fund, while the management of the guaranteed segment of the Prevaer Pension Fund began in the third quarter (at 31/12/2023 resources amounted to €83.1m). In addition, in the fourth quarter of 2023, management began of the guaranteed segment of the Fonchim Pension Fund, for an amount of €286m.

The Company managed a total of 28 Occupational Pension Fund mandates at 31 December 2023 (22 of them for accounts "with guaranteed capital and/or minimum return").

Resources under management totalled €5,833.9m (€5,186.7m with guaranteed capital).

The assets of the open pension fund "UnipolSai Previdenza FPA" amounted to €900.4m; the fund has 40,158 members.

The new Life Products

In 2023, a new version of the Class I investment product, UnipolSai Investimento Garantito, was marketed. The restyling of the product includes a Basic version open to all customers and a Fidelity version dedicated to the reinvestment of amounts from settlements of benefits of other insurance contracts.

The new version of the product includes an update of the cost structure on the premium, the overperformance commission and the financial guarantee, recognised only in the event of death or on maturity.

Starting from April, a campaign was launched on the product, aimed at customers who bring in new liquidity, which offers a discount on the management fee.

Starting from halfway through the year, the new individual product UnipolSai Rendita was marketed in the two forms of immediate life annuity and immediate annuity with return of premiums to further supplement the offer.

In July 2023, the single-premium multi-segment product Investimento GestiMix was restyled. The new product maintains the same technical characteristics as the previous one, except the reference segregated fund is replaced with the newly established "PlusValore UnipolSai". Also for this product, together with the multi-segment product Investimento MixSostenibile, sales campaigns began in July that under certain conditions allow the application of a lower commission for the part referring only to the Segregated Fund.

Starting in October 2023, a new version of the Investimento Garantito product was marketed, in which the reference Segregated Fund was changed and the percentage costs were eliminated in the version from reinvestment. When the new version of the product was launched, a sales campaign began which, under certain conditions, allows for the application of a lower management fee.

Also as of October 2023, the Previdenza Futura product (individual pension plan) was updated, with a reduction in percentage loading on payments made starting from 18 October 2023 for enrollees up to the day before reaching the age of 26.

In October, marketing began of a new version of the capitalisation product, Investimento Capital, open to all customers. The main changes introduced concerned reduced loading, the introduction of additional payments, the revision of the management fee and the updating of redemption penalties. When the product was released, a campaign was launched that offered a reduction in the management fee for customers who bring in new liquidity.

Sales and settlement organisation

Structure of the sales organisation

At 31 December 2023, the agency network comprised 1,991 agencies (2,117 at 31/12/2022), of which 1,986 private agencies and 5 corporate agencies, employing 3,643 agents.

The main measures taken to support the business included:

  • the implementation of sales campaigns, incentives and tenders aimed at supporting the rise in the average MV TPL premium, the reform aimed at improving the quality of the portfolio in the General Classes and the new Health and Life business, particularly in the Protection (TCM and LTC) and Investment segments;
  • the implementation of specific sales campaigns dedicated to the Specialist Network of agencies, consisting of nearly 2,000 salespeople, of which over 1,100 Family Welfare Specialists, 650 Business Specialists and about 200 long-term rental specialists;
  • the introduction of the first 750 agency omnichannel representatives, a new specialist responsible for promoting the evolution of the agency omnichannel distribution model, enhancing the opportunities deriving from the operations of customers and prospects on digital channels;
  • the consolidation of omnichannel sales methods, developed on products to insure the home, pets and trips: customers or prospects can calculate a quote directly online (on the website and App), and purchase the policy or choose to contact an agency for consulting and the finalisation of the contract. Prospects can also sign the contract through the Contact Centre channel, active since April 2023. For these products and for the MV product, agencies can issue a quote and make it available to the customer in their Reserved Area for subsequent purchase. In 2023, over 42k policies were sold using these methods, which were then assigned to the agencies;

• the intensification of communication activities in favour of the online renewal of expiring policies, which generated the online payment of 263,428 receipts through digital channels in 2023, recording an increase of 43% compared to 2022. The retention rate reached 82.2% for MV policies viewed online and 95.2% for the General Classes;

  • the improvement in the customer contactability rate, which at 31 December 2023 reached 75.2% of the total number of active customers in the private and corporate channel and allowed for a slight increase, of approximately 7%, in the number of commercial communications sent to customers compared to the same period of 2022.
  • the further evolution of the UnipolSai website and App to manage, increase and improve the services offered to our customer base, which has remained stable, with just over 5m customers registered in the Reserved Area, with relative access to the Customer App;
  • the signing of the new UnipolSai 3.0 Agreement with the agency network, which introduces, among its main new features, an innovative system for the distribution of commissions between the channels, MV commissions linked to specific parameters and a new incentive system for Health.

Settlement structure

The Claims Area of UnipolSai Assicurazioni conducts settlement activities for the classes MV, General TPL (including Legal Expenses and Tourism), Accident and Property (Fire, Theft, Technological Risk, Mechanical Breakdowns and Other Damage to Property).

For specific types of claims (e.g. Bonds, Transport, Hail, Assistance), settlement is assigned to centralised structures reporting to the Insurance General Directorate or to external providers (mainly under specific brokered contracts), while in the Health class, settlement is assigned to UniSalute, a Group company that specialises in the Healthcare sector.

The following actions were carried out in 2023 to boost the efficiency of settlement processes:

  • Telematics: the project launched in partnership with UnipolTech continued, aiming to improve the effectiveness of the boxes and increase the available dataset. With a view to the evolution of the electronic settlement process and the innovative use of the information provided by the black box for MV claims, from the end of June 2023 information in the electronic data present in the Unico platform was also integrated into Liquido, in order to provide the adjuster with more information available directly on the settlement instrument, for each applicable claim. Claim liability predictive models are also constantly improving in order to improve the verification by the adjuster of consistency between statements made and the actual dynamics of the event; as of the end of 2023, these models were further refined with the introduction of geospatial features that further boost prediction accuracy. The optimisation of the Real Time claims management process continued, which envisages the opening of a claim from the moment of a crash detected in black box data, at the same time triggering initial contact with the policyholder and anticipating the information collection stage.
  • Atmospheric event detection tool: the "Lorentz" tool for detecting the intensity of atmospheric events was improved. It initially focused on precipitation intensity (up to hail), but has now been enhanced with additional maps that also represent the presence and intensity of wind phenomena and waterway flooding. These data, associated with telematics information, contribute to optimising claims management in terms of speed and accuracy in determining what took place and fault, as well as limiting the average cost.
  • CPM/SPM: the Medical Report Centre (CPM) is a service offered to the injured customer with non-severe injuries (MV, Accident or General TPL), who is given the option to perform the medical-legal examination directly at the offices of the Company and then to be paid promptly. The process was optimised for the booking of the visits by enhancing the customer's contract service and introducing the use of an electronic agenda. In addition to the CPMs located in the Territorial Settlement offices, covering particularly vast areas or with a high incidence of examinations, the Company relies on Medical Booking Services (Servizi di Prenotazione Medica, SPM), where the service is instead performed directly at the doctor's office of the independent expert, where the adjuster also goes. In order to improve the customer experience by offering innovative services, it is now possible to make direct CPM and SPM bookings from the UnipolSai App. At the end of 2023, geographical coverage was guaranteed by 83 CPMs and 413 SPMs.

  • Claims with injuries: a series of actions continued to be taken to optimise the management of claims with injuries through the creation of a number of tools and procedures, which strengthened data use to identify injury type/severity and optimise the injury management and reserving process (first for MV TPL claims and as of the second half of 2023 for General TPL - Accident claims as well). The MV Territorial Settlement network was also reorganised, with the creation of a pool of adjusters specialised in the management of claims with injuries. The reorganisation of the approved representatives medical network continued in 2023, with about 100 new doctors under 40 to generate the turnover necessary to also renew procedures for the management of claims with injuries.
  • General Classes (GC) Direct Repair: the project for the creation of a network of Company craftsmen is under way, with the creation of UnipolHome, to favour the evolution of the current GC Direct Repair model to a more structured one, with full supervision by the Company. The ultimate goal of this action is to achieve benefits in terms of cost and service on Property settlement. UnipolHome, with a network of trusted repair specialists, will gradually take over the following activities throughout the country:
    • search and selection of direct repair companies;
    • management and control of the Repair Specialists Register;
    • operational management of the assignment of engagements;
    • provision of the direct repair service through the selected companies.
  • MV and Property Customer Journey: the review of the Customer Journeys of customers who suffer an MV or Property claim is another of the priorities of the current Strategic Plan. Customer data and digital data collected during and after the claim using new technologies will be used to set up personalised interventions that will guarantee a multichannel, simple and rapid experience that keeps pace with the times, thus impacting average cost containment as well as the Company's reputation.
  • Anti-Fraud Engine: activities continued for the improvement of the criteria adopted to identify fraud, guaranteeing an adequate system for combatting fraudulent phenomena through the evolution of the anti-fraud engine and the platform created for the management of relationship charts, which makes it possible to identify the correlation between events and parties and easily perform advanced searches in order to support investigations.
  • Reimbursements: lastly, in 2023 the model for the management of reimbursements was revised, changing the part for their identification and collection and business model evolution to guarantee a continuous improvement of results for the Company.

Operating and settlement expenses

Overall, operating expenses, which include acquisition and collection commissions and other acquisition costs and administrative expenses, amounted to €2,322.7m compared with €2,331.6m in 2022 (respectively €2,241.3m and €2,248.4m net of commissions received from reinsurers), a decrease of 0.4% compared with 31 December 2022. The incidence of acquisition costs on premiums, at 16.3%, was down compared to last year (17.6%). This reduction was mainly attributable to higher Life premiums, while the reduction in absolute values refers to the Non-Life business, which on one hand recorded an increase of €35.9m for indirect business, that was than offset by a decrease in both fixed and variable remuneration attributed to direct business intermediaries.

Net operating expenses in the Non-Life business (direct and indirect), including acquisition and administrative expenses, amounted to €2,082.1m compared with €2,090.7m at the end of the same period of 2022. The impact on premiums earned - direct business came to 29.3% (30.6%5 in 2022). The increase recorded was mainly attributable to the Non-Life business.

In the Life business, net operating expenses amounted to €159.2m (up by 1.0% compared to 31/12/2022), with an incidence on direct premiums written of 4.2%, a decrease of 4.7% compared to the previous year, mainly due to the increase in the volume of premiums, as mentioned above.

5 The value of the expense ratio for the previous year was restated, for consistency with the new calculation method applied starting from 2023, which for the Non-Life segment relates operating expenses to premiums earned rather than premiums written in order to avoid distortions as a result of the initiation of monthly premium instalment plans.

1 Management Report

Amounts in €m

Settlement expenses in the Non-Life and Life businesses came to €463.5m, slightly up on the figure recorded in 2022 (€460.2m).

Operating expenses (acquisition costs and administrative expenses) and settlement expenses

Acquisition and collection commissions and other acquisition costs totalled €1,837.1m (€1,864.3m in 2022) and other administrative expenses came to €485.6m (+3.9%), with impacts on premiums of 16.3% and 4.3%, respectively (17.6% and 4.4% in 2022).

Reinsurance

Indirect business

Total premiums of inwards reinsurance acceptances reached a total of €488.2m at 31 December 2023 (€316.9m at 31/12/2022), nearly entirely attributable to the Non-Life business.

In the Non-Life business, the values refer mainly to the treaty entered into starting from 2020 with the subsidiary UniSalute, which calls for the proportional ceding of 50% of Health and Accident business. More generally, indirect business refers to acceptances from Group companies and in particular from the subsidiaries Unisalute for €396.5m and Linear for €23.8m.

Reinsurance ceded

With regard to the risks underwritten in the Non-Life business, the reinsurance strategy proposed the same cover in place in 2022, maximising the effectiveness of the main non-proportional treaties. The following cover was also acquired:

  • excess of loss treaties for the protection of MV TPL, General TPL, Fire (by risk and by event), Land Vehicle Hull Atmospheric Events, Theft, Accident and Transport portfolios;
  • stop loss treaty for the Hail class;
  • proportional treaties for: Technological risk (C.A.R. Contractors' All Risks -, Erection all Risks and Decennale Postuma - Ten-year Building Guarantee), Bonds (the retention of which is then protected by a "risk attaching" excess of loss), Aviation (Accident, Aircraft and TPL, the retention of which is protected by a "loss attaching" excess of loss), Legal Expenses, "D & O" and "Cyber" third-party liability.

To minimise counterparty risk, reinsurance coverage continued to be spread out and placed with the major professional reinsurers that have been given a high credit rating by major rating agencies, in order to provide a comprehensive and competitive service. As regards Legal Expenses and part of Transport risks, these were instead ceded to specialised reinsurers and/or specialist Group companies.

Premiums ceded in the Non-Life business amounted to €278.9m at 31 December 2023 compared with €298.8m in the previous year. The retention ratio in the Non-Life business came to 96.0% at 31 December 2023, slightly up over the previous year (95.7%).

Also in the Life business, the renewal of covers relating to 2023 occurred fully in line with that already in place, therefore the risks underwritten in the Life business are mainly covered with two proportional treaties, one for individual risks and one for collective risks in excess of the risk premium. Retention is protected with a non-proportional cover in excess of loss by event that regards the Life and/or Accident classes. There are also two proportional covers for Long Term Care guarantees, one proportional cover for Individual Serious Illnesses and one for Weighted Risks.

Premiums ceded in the Life business amounted to €8.2m at 31 December 2023, up slightly compared with the same period of the previous year (€7.9m).

The retention ratio in the Life business came to 99.8% at 31 December 2023, unchanged compared with 2022 (99.8%).

Operations to combat fraud and claims management

Operations to combat fraud

With regard to combating fraud, Italian Decree Law no. 1 of 24 January 2012, converted with amendments into Italian Law no. 27 of 24 March 2012, led to the issue by IVASS of Regulation no. 44 of 9 August 2012, which states that an annual report must be prepared and sent to the Authorities containing the information necessary to assess the efficiency of processes, systems and people in order to guarantee the adequacy of the company organisation in relation to the objective of preventing and combating fraud in the MV TPL class.

The same Decree Law also requires insurance companies to provide an estimate of the reduced charges relating to claims arising from verification of fraud in their Management Report or in the Notes to the Financial Statements annexed to the annual financial statements and to publish it on their websites or using another appropriate form of disclosure.

Pursuant to and in accordance with Art. 30, paragraph 2 of Italian Decree Law no. 1/2012, the estimate of the reduction of charges for claims arising from this activity for 2023 totals approximately €23m.

This estimate consists of the sum of provisions/forecasts of expense for claims to be investigated for antifraud purposes that were settled without follow-up in 2023, regardless of the year when they are generated.

1 Management Report

Register of complaints

From January to December 2023 there were a total (pursuant to the provisions of ISVAP Regulation no. 24 of 19 May 2008 and subsequent amendments) of 15,257 complaints for UnipolSai, 14,817 relating to Non-Life business and 440 relating to Life business, with an impact on policies in the portfolio of 0.043%, up by 23.73% compared with 31 December 2022.

13,522 replies had been sent at 31 December 2023, while 1,735 complaints were in the assessment phase. The average response times were 31 days. 5,146 complaints were accepted, 7,141 were rejected and 1,235 were settled.

Disputes

MV TPL claims with cases in civil proceedings pending at 31 December 2023 amounted to 38,803, down by 15% compared to the same period of 2022.

Also in this area, during 2023, disputes relating to 18,275 claims were settled.

Asset and financial management

Investments and cash and cash equivalents

At 31 December 2023 the amount of investments and cash and cash equivalents, net of depreciation of property, plant and equipment and taking account of impairment, equalled €49,894.4m.

The breakdown of commitments is shown in the table below.

Investment cash and cash equivalent

FY % FY % Variation 2023/2022
Amounts in €k 2023 Comp. 2022 Comp. amount %
Land and buildings 1,140,849 2.3 1,139,447 2.3 1,402 0.1
Investments in group companies and other investees
-Shares and holdings 3,775,665 7.6 3,779,981 7.8 (4,316) (0.1)
-Bonds 70,384 0.1 32,327 0.1 38,057 117.7
-Loans 842,828 1.7 345,136 0.7 497,692 144.2
Total 4,688,876 9.4 4,157,443 8.6 531,433 12.8
Other financial investments
-Shares and holdings 1,294,103 2.6 1,788,410 3.7 (494,307) (27.6)
-Mutual investment fund units 4,973,956 10.0 5,107,662 10.5 (133,705) (2.6)
-Bonds and other fixed-yield securities 29,465,367 59.1 29,821,462 61.4 (356,095) (1.2)
-Loans 21,474 0.0 21,916 0.0 (442) (2.0)
-Mutual investment units
-Bank deposits (1) 9,364 0.0 19,097 0.0 (9,733) (51.0)
-Sundry financial investments (2) 23,441 0.0 39,858 0.1 (16,418) (41.2)
Total 35,787,704 71.7 36,798,405 75.8 (1,010,701) (2.7)
Deposits with ceding companies 378,167 0.8 195,166 0.4 183,001 93.8
Investments benefiting policyholders that bear the risk
and investments arising from pension fund management
-Investment funds and market indices 1,274,330 2.6 1,139,935 2.3 134,396 11.8
-Pension funds 6,087,096 12.2 4,644,464 9.6 1,442,632 31.1
Total 7,361,426 14.8 5,784,398 11.9 1,577,028 27.3
Cash and cash equivalents 537,363 1.1 461,343 1.0 76,020 16.5
TOTAL INVESTMENTS AND CASH AND CASH
EQUIVALENTS
49,894,385 100.0 48,536,202 100.0 1,358,183 2.8

(1) Deposits primarily subject to time restrictions exceeding 15 days.

(2) Include premiums for transactions in derivative products.

71.7% of commitments were comprised of investments in bonds and other fixed-yield securities, shares and units of mutual funds and other financial investments. Investments in Group companies and other investees amounted to 9.4%, while investments in properties came to 2.3%. Investments relating to benefits linked to investment funds, market indices and assets from pension fund management accounted for 14.8%. Bank liquidity amounted to 1.1%.

1 Management Report

Real Estate Management

The Company's real estate assets at the end of the year amounted to €1,140.8m, up slightly compared with €1,139.4m at 31 December 2022.

During 2023, sales of approximately 10 real estate assets were carried out, including the sale of a mainly residential and tertiary building located in Trieste at Via Carducci 29/a, for €4.8m. Overall, the consideration from the sale of real estate assets during the year amounted to €8.2m, resulting in net capital gains of €1.2m.

During the year, renovations and developments continued on the Company's real estate assets, involving about seventy properties, mainly for office use and located in Turin, Bologna, Milan and outside Milan, for total investments of €44.7m.

Investments in Group companies and other investees

The total amount of the investments in Group companies and other investees totalled €4,688.9m (€4,157.4m at 31/12/2022), of which €3,775.7m refers to shares and holdings of investees (€3,780.0m at 31/12/2022), €70.4m consists of bonds issued by Group companies (€32.3m at 31/12/2022) and €842.8m in loans to Group companies (€345.1m at 31/12/2022).

Details on the investments held and the relevant changes are contained in attachments 6 and 7 of the Notes to the Financial Statements, respectively.

The breakdown of investments by business segment was as follows:

Amounts in €k 2023 2022
Insurance Companies 1,552,492 1,564,249
Banks 478,549 311,667
Financial companies 410,483 710,250
Real estate companies 638,925 620,482
Consortiums 2,713 2,709
Management companies distributing mutual funds 11,407 11,490
Other companies or entities 681,095 559,134
Total 3,775,665 3,779,981

At 31 December 2023, investments rose from €3,780.0m to €3,775.7m, with a decrease of €4.3m compared to 31 December 2022 (−0.1%).

This change was mainly due to:

  • purchase from third parties, subscription of the share capital increase and capitalisation of the equity investment held in Società e Salute for €110.4m;
  • increase due to the transfer to the long-term segment of the investment held in Banca Popolare di Sondrio for €166.8m;
  • establishment and capitalisation of Cronos Vita as part of the "Eurovita" transaction through payments totalling €49.5m;
  • capitalisation of Meridiano Secondo for €15m, Cambiomarcia for €13.1m, UnipolPay for €11.2m, I.Car for €6.9m, DaVinci Healthcare for €6m and BeRebel for €5m, DDOR Novi Sad for €5m, UnipolHome for €4m, Nuove Iniziative Toscane for €1.1m, WelBee for €0.8m and Tenute del Cerro Wines for €0.2m;
  • waiver of the receivable deriving from the €8m shareholder loan granted to the subsidiary Cambiomarcia, with allocation to capital contributions and the resulting increase in reserves in the amount of €8.1m;

  • disbursement of the price adjustment on the investment in Tantosvago by way of price adjustment, as set forth in the purchase agreement relating to that equity investment for €5.3m;
  • transfer of the entire investment in DDOR Re for €5.1m deriving from the incorporation of UnipolRe;
  • purchase of shares of the holding company Unipol Gruppo for €2.6m and free assignment of such shares for €2.3m as per the 2020-2021 Compensation Plan based on financial instruments;
  • sale of the investment held in Incontra Assicurazioni and recognised in last year's financial statements at a value of €11.8m;
  • merger by incorporation of UnipolRe, resulting in a reduction in the investment held in UnipolRe for €318.8m, with the resulting recognition of value adjustments of €15m;
  • reduction in the carrying amount of the investment held in UnipolRental following the collection of sums totalling €4.8m on the total sale price;
  • net value adjustments for a total of €47.7m, mainly referring to the equity investments held in:
    • o Cambiomarcia for €30.9m;
    • o UnipolRe for €15m;
    • o Nuove Iniziative Toscane for €1.6m.

For additional information on the changes in the equity investments during the period, reference is made to Part B of the Notes, section 2.2 - Investments in Group companies and other investees.

At 31 December 2023, bonds issued by Group companies and other investees amounted to €70.4m (+€38.1m compared to the figure at 31/12/2022) and consisted of bonds issued by BPER Banca for €53.9m, bonds issued by Banca Popolare di Sondrio for €15.0m and for the remainder by the investee Syneteristiki for €1.5m.

In particular, with reference to the bonds issued by BPER Banca, UnipolSai holds two types of bonds classified as shortterm investments.

The first type is represented by two non-preferred senior bonds, one of which, subscribed by Unipolsai for €22.0m, has a 6.125% coupon and maturity on 1 February 2028 (callable in advance on 1/02/2027), the other, subscribed by UnipolSai for a total value of €22.9m, has a 5.75% coupon and maturity on 11 September 2029 (callable in advance on 11/09/2028); both securities can be used, in whole or in part, to cover the bank's capital deficit and are in fact subordinated to Senior Preferred bonds and deposits but are senior to subordinated notes.

The second type is a Tier 2 subordinated bond, with a 8.625% coupon and maturity on 20 January 2033 (callable in advance starting from 20/10/2027), subscribed by UnipolSai for a total value of €9m. This is an equity instrument that can be used, in whole or in part, as a priority to cover the Bank's capital deficit and is subordinated to other bonds with the exception of Tier 1debt only.

With reference to the bonds issued by Banca Popolare di Sondrio, UnipolSai holds just one type of bond, also classified under short-term investments. This is a senior preferred bond, with a 5.5% coupon and maturity on 26 September 2028 (callable in advance on 26/09/2027), subscribed by UnipolSai for a total value of €15.0m; the instrument is the most "secure" in the bank's capital structure and is subordinated only to deposits.

Loans to Group companies amounted to €842.8m (€345.1m at 31/12/2022). The item includes:

• a loan to UnipolRentalfor €800m (€300m at 31/12/2022);

  • a loan to Meridiano Secondo for €36.8m (unchanged compared to 31/12/2022);
  • a loan to Borsetto for €6.0m (unchanged compared to 31/12/2022).

The net increase in this item, totalling €497.7m, was primarily due to the combined effect of the following transactions:

  • disbursements to the subsidiary UnipolRental of an additional €500m in two tranches, the first of €150m on 4 July 2023 and the second of €350m on 11 August 2023;
  • disbursement to the subsidiary Cambiomarcia for a total of €8m in March 2023, attributed in full to capital contributions on 7 August 2023, with the resulting cancellation of the existing loan;
  • early repayment by the investee Ufficio Centrale Italiano (UCI) of the residual share, equal to €2.3m, of the loan disbursed by UnipolSai, with the resulting full extinction of the loan;
  • write-off of the loan to Butterfly, already written down in full (€0.1m at 31/12/2022).

Other financial investments

Financial operations in 2023 were consistent with the Investment Policy guidelines adopted by the Company and with recommendations of the Group Investments Committee and Financial Investments Committee.

The criteria of high liquidity of investments and prudence were the guidelines of the investment policy, maintaining the necessary consistency with the liability profile. The investment policy applied the criteria of optimising the portfolio's risk-return profile.

The table below shows the exposure to structured securities according to the IFRS 13 hierarchy, with the changes that took place during the year.

Structured Securities

Amounts in €m 2023 2022 Change
Level 1 3.5 3.5 0.1
Level 2 252.8 252.3 0.5
Level 3 1.5 1.5
Total 257.8 257.3 0.5

2023 was characterised by operations focused on bonds and stocks. There was a decrease in the weight of the investment in government securities and bonds of financial and industrial corporate issuers.

"Other financial investments" at the end of 2023 amounted to €35,787.7m and mainly comprised bonds and other fixedyield securities. In this regard, see the additional details in section 2.3 of the Notes to the Financial Statements. At the end of 2023 the bond portfolio recorded a negative balance between unrealised capital gains and losses, which amounted to −€1,534.7m, of which −€1,664.2m for the long-term bond portfolio.

Trading in interest-rate derivatives, in the Non-Life and Life portfolios, was functional to optimising strategies to mitigate the risk of rising interest rates.

Investments benefiting policyholders that bear the risk and investments arising from pension fund management

Note that investments benefiting policyholders that bear the risk are comprised of investments covering Life business insurance contracts and capitalisation contracts, with benefits directly linked to investment funds and market indices. These investments are measured at current value, in strict correlation with the valuation of the related commitments (technical provisions).

At the end of 2023 these investments amounted to €1,274.3m, of which €0.5m comprised of assets covering Index-Linked policies (shares for €0.3m and net financial investments for €0.2m) and €1,273.8m in assets for Unit-Linked policies (mutual investment fund units for €1,024.0m, bonds for €185.2m, shares for €4.5m, cash and cash equivalents and other assets net of items to be settled for €60.0m).

Investments arising from pension fund management refer to investments in relation to subscriptions of units of open funds promoted by UnipolSai and in relation to closed, guaranteed funds managed by the Company. These investments amounted to €6,087.1m at 31 December 2023, comprised of shares for €132.5m, bonds for €5,110.7m, fund units for €634.5m, cash and cash equivalents for €155.5m and net other items for €54.0m.

Cash and cash equivalents

Bank deposits and cash at 31 December 2023 amounted to €537.4m (€461.3m at 31/12/2022).

Current gains on assets and financial income. Gains and losses on trading

The breakdown of current gains on assets and financial income and gains and losses on trading are shown in the table below, with separate indication of net income relating to investments benefiting policyholders that bear the risk and arising from pension fund management (Class D).

Valori in migliaia di euro
FY
2023
%
Comp.
FY
2022
%
Comp.
Variation 2023/2022
amount
Amounts in €k
NET GAINS ON INVESTMENTS AND
%
FINANCIAL INCOME
Land and buildings 1,302 0.1 (4,167) (0.3) 5,469 131.2
Shares and holdings 208,328 16.1 200,692 15.6 7,637 3.8
referred to group companies 118,125 134,588 (16,464) (12.2)
Bonds 1,003,549 77.6 1,081,857 84.2 (78,307) (7.2)
Mutual investment fund units 149,546 11.6 159,475 12.4 (9,929) (6.2)
Loans 18,208 1.4 7,639 0.6 10,569 138.3
Bank deposits 129 0.0 (129) (100.0)
Bank and post office deposits 28,162 2.2 2,489 0.2 25,673 1031.4
Sundry financial investments (17,932) (1.4) (64,813) (5.0) 46,881 72.3
Balance of reinsurance deposits (1,538) (0.1) (1,065) (0.1) (473) (44.4)
Interest on loans (96,657) (7.5) (97,274) (7.6) 617 0.6
TOTAL (a) 1,292,969 100.0 1,284,962 100.0 8,007 0.6
Gains (losses) on sale
Land and buildings 1,073 0.4 298 0.5 775 259.6
Shares and holdings 118,781 41.2 10,010 17.6 108,772 1086.7
Bonds (20,648) (7.2) 32,769 57.7 (53,416) (163.0)
Mutual investment fund units 21,791 7.6 71,306 125.5 (49,515) (69.4)
Sundry financial investments 167,169 58.0 (57,564) (101.3) 224,733 390.4
TOTAL (b) 288,167 100.0 56,819 100.0 231,348 407.2
Total (a+b) 1,581,135 1,341,781 239,355 17.8
Net reversals on investments
Land and buildings (36,689) 40.3 (36,446) 5.3 (243) (0.7)
Shares and holdings (62,121) 68.2 (165,535) 24.2 103,415 62.5
referred to group companies (47,656) (90,035)
Bonds 53,313 (58.5) (334,898) 49.0 388,211 115.9
Mutual investment fund units (37,548) 41.2 (141,890) 20.7 104,342 73.5
Other financial investments (8,017) 8.8 (5,088) 0.7 (2,929) (57.6)
Total (c) (91,062) 100.0 (683,857) 100.0 592,795 86.7
TOTAL (a+b+c) 1,490,074 657,924 832,150 126.5
Net investment income of Class D
-Investment funds and market indices 134,623 (159,410) 294,033 184.5
-Pension funds 260,560 (336,568) 597,128 177.4
Total Class D 395,183 (495,978) 891,161 179.7
GRAND TOTAL 1,885,257 161,947 1,723,311 1064.1

Gains on investments and cash commitments, net of losses on investments and financial charges, amounted to €1,293.0m. Net profit on sales totalled €288.2m. This amount includes net losses realised on sales of long-term investments for a value of −€5.6m, of which €1.1m referring to buildings and −€25.8m relating to long-term bonds. With reference to investments, a capital gain was recorded on the sale of Incontra for €46.7m and capital loss relating to the investee UnipolSai Nederland, for a total of €26.6m.

For further details on long-term security transactions, please refer to the dedicated section of the Notes.

At 31 December 2023 net income and gains on asset and financial management before end-of-period valuations amounted to a total of €1,581.1m.

Net reversals of impairment losses and impairment losses were negative for −€91.1m and consisted of net adjustments on short-term financial investments for €6.7m, adjustments on real estate for €36.7m for depreciation for the period, and value adjustments on investments in group companies for €47.7m. In particular, the latter refer for €30.9m to the investment held in the subsidiary Cambiomarcia, for €14.9m to the investment held in UnipolRe and for €1.6m to that held in the subsidiary Nuove Iniziative Toscane.

Overall, net ordinary and extraordinary income, including impairment and reversals of impairment losses on investments, amounted to a positive €1,490.1m.

Net gains (losses) on investments benefiting policyholders that bear the risk and arising from pension fund management (Class D) amounted to a positive €395.2m.

Risk management policies (Art. 2428 of the Civil Code)

Financial risk is managed through the regular monitoring of the main indicators of exposure to interest rate risk, credit risk, equity risk, and liquidity risk.

Interest rate risk

The duration of the class C investment portfolio, an indicator of the Company's interest rate risk exposure, was 5.29 years at 31 December 2023. With specific reference to the bond portfolio, the duration was 7.11 years.

Risk Sector Breakdown Duration Increase
10 bps
Increase
50 bps
Government 62.82% 8.91 (157,891,771) (789,458,856)
Financial 28.58% 4.00 (32,270,667) (161,353,337)
Corporate 8.60% 4.29 (10,416,976) (52,084,880)
Bonds 100.00% 7.11 (200,579,415) (1,002,897,074)

Credit risk

Management of the securities portfolio primarily involves investing in investment grade securities (91.71% of the bond portfolio).

Credit risk is monitored by measuring the portfolio's sensitivity to changes in benchmark credit spreads.

Rating Breakdown Increase
1 bps
Increase
10 bps
Increase
50 bps
AAA 0.45% (196,880) (1,968,801) (9,844,003)
AA 7.02% (2,462,101) (24,621,015) (123,105,074)
A 17.61% (3,840,207) (38,402,073) (192,010,365)
BBB 66.63% (13,955,093) (139,550,931) (697,754,654)
NIG 8.29% (1,014,159) (10,141,589) (50,707,943)
Bonds 100.00% (21,468,441) (214,684,408) (1,073,422,039)

Equity risk

Equity risk is monitored by analysing the equity portfolio's sensitivity to changes in the reference markets represented by sector indices.

Risk Sector Breakdown Beta coefficient Shock -10%
Utilities 0.88% 0.87 (4,561,270)
Funds 62.46% 0.99 (323,137,526)
Energy 0.31% 0.88 (1,589,961)
Raw materials 1.31% 1.12 (6,766,407)
Industrial 1.65% 1.00 (8,523,417)
Luxury goods 2.25% 1.15 (11,634,715)
Commodities 0.88% 0.81 (4,557,436)
Health 2.78% 0.80 (14,371,325)
Finance 20.57% 1.22 (106,393,801)
IT 2.51% 1.06 (12,967,561)
Communications 4.30% 0.79 (22,244,752)
Real Estate 0.12% 1.07 (601,731)
Equity 100.00% 1.03 (517,349,903)

Liquidity risk

In the construction of the investment portfolio hedging provisions, priority is given to financial instruments that can be quickly transformed into cash and quantitative limits are specified for the purchases of securities that do not guarantee a rapid sale and/or a sale at fair conditions, because of their type or specific terms.

In that view, the Company constantly monitors cash flow matching between assets and liabilities in order to limit, particularly for segregated funds which no longer receive new business, the need to liquidate investments without adequate advance notice.

Treasury shares and shares of the holding company

At 31 December 2023, UnipolSai Assicurazioni held 947,782 treasury shares in its portfolio, for a total value of €2.2m, posted as a reduction of the shareholders' equity in the item Negative reserve for treasury shares (this value corresponds to the historic purchase cost as envisaged by current accounting standards). The number of treasury shares at 31 December 2022 was 988,160, with a value of €2.5 million. In implementation of the performance share type Compensation plan based on financial instruments, approved by the Shareholders' Meeting for the years 2019-2021 and intended for senior executives, in January 2023, 886,707 treasury shares were assigned to UnipolSai senior executives. In May 2023, a total of 3,671 shares were also assigned to UnipolSai senior executives for their participation in the Unipol Variable Pay (UVP) System of UnipolSai Investimenti SGR. In September 2023, in connection with the 2019-2021 Compensation Plan mentioned above, 850,000 treasury shares were also purchased.

At 31 December 2023, 556,950 shares of the Holding Company Unipol Gruppo were also held by UnipolSai, for a total of €2.9m, recognised under Assets in Other financial investments (549,000 at 31/12/2022 for a total of €2.6m). In this regard, please note that in January 2023 in implementation of performance share type Compensation plans based on financial instruments, approved by the respective Shareholders' Meetings for the years 2019-2021, a total of 490,174 shares of the Holding Company were assigned to UnipolSai senior executives. In May 2023, 1,876 shares of the Holding Company were also assigned to UnipolSai senior executives for their participation in the UVP System of UnipolSai Investimenti SGR. In the course of September 2023, in connection with the 2019-2021 Compensation Plan mentioned above, 500,000 shares of the Holding Company were also purchased.

Performance of Group companies

The financial statements of (direct and indirect) subsidiaries and associates were filed pursuant to Art. 2429 of the Civil Code. The key figures of the main subsidiaries are reported below.

Insurance Companies

Compagnia Assicuratrice Linear, a company specialised in direct sales (online and call centre) of MV products, in 2023 generated a profit of €7.7m, up compared to 31 December 2022 (€5m). Total gross premiums at €216m were up compared to 2022 (€192.6m). The contribution of the product "Poste Guidare Sicuri LN", placed through the Poste Italiane network, was positive, recording premiums of around €10.5m (€7.3m at 31/12/2022). The new product "Berebel Autovetture", in collaboration with Berebel, recorded premiums of around €7m in 2023.

The year 2023 recorded a profit of €6.3m for SIAT (€4.9m at 31/12/2022). Total gross premiums (direct and indirect) were up by 11.3% to €192.5m (€173.0m in 2022). In particular, as regards the Hulls sector, the increase in business was due in part to extra premiums collected as a result of the continuing war between Russia and Ukraine and in part to the renewal of some fleets, including MSC, for a high amount. Newly acquired business was extremely limited; on the whole, the number of fleets in the portfolio was down compared to last year. The increase in premiums in the Goods segment is largely attributable to the continuation of the Russia-Ukraine conflict as well as the contribution of additional premiums relating to the risks of war and strikes for voyages departing from the Black Sea, as well as the underwriting of new business, the development of the digital world and the increase in the market value of raw materials, with the resulting increase in premiums relating to commodities policies. In addition, with the aim of greater portfolio diversification, this sector continues to seek and develop (through medium-small intermediaries) business with customers belonging to small - medium enterprises, which are normally more profitable and, therefore, with good expected profitability.

UniSalute, the insurance company specialised in the healthcare sector, confirms its leadership in the Healthcare segment, increasing direct premiums by 38.7%. Total premiums (including indirect business) amounted to €828.7m (€614.3m at 31/12/2022), up by 34.9%. 2023 posted a profit of €81m, up compared to €60.8m at the end of 2022. In 2023 there were new acquisitions including the Local Public Transport Fund, Ferservizi (Ferrovie dello Stato Group), Caspop (Banco Popolare Group Welfare Fund), Asdep (National Association for Healthcare of Public Entity employees), ENAV and ARERA, and reforms on a significant number of health plans already in the portfolio, such as Fondo Sanilog, Fondo Sanedil, Fondo Fasda, Fideuram, Italo and Abbvie, and finally an increase of the insured population in the main sector Funds.

The bancassurance channel of Arca Vita achieved direct premiums (including investment products) of €2,540.2m (€1,812.5m at 31/12/2022). Considering the changed market scenarios, characterised by significantly higher rates than in previous years and the considerably increasing trend of redemptions, Arca Vita supported Class I premiums through campaigns that favoured new business for traditional products, without establishing a placement ceiling for multisegment products for 2023. The volume of total investments reached the amount of €12,177.5m (€10,902.9m at 31/12/2022). The profit of Arca Vita was €39.3m, up compared to €29m recorded at 31 December 2022.

Arca Assicurazioni achieved a net profit at 31 December 2023 of €66m (€40.8m at 31/12/2022), recording premiums for €272.2m (+10.9%). Specifically, there was an increase in both the Non-MV segment (+10.3%) and the MV segment (+13.5%), while the Protection segment basically remained stable. The breakdown of the portfolio among the distribution channels is almost totally focused on the banking channel which, at 31 December 2023, recorded 99.1% of total premiums (in line with the 2022 figure of 99%). Overall, the banking channel recorded an approximate 11% increase in premiums compared to the previous year, with premiums written totalling approximately €269.7m.

BIM Vita recorded a profit of €2.7m at 31 December 2023 (-€0.2m at 31/12/2022). Gross premiums written amounted to €24.6m (down compared to €35.1m at 31/12/2022). The volume of total investments reached the amount of €571.9m (€601.9m at 31/12/2022).

DDOR Novi Sad recorded a total net profit (Non-Life and Life) at 31 December 2023 of €5.3m (profit at 31/12/2022 of €1.1m), despite the negative contribution of the Non-Life business to the technical result due to the significant catastrophic events that occurred during the year. Total premiums were up to €137.3m at 31 December 2023 (of which €117.1m Non-Life) compared to €125.3m at 31 December 2022 (of which €106.5m Non-Life). The market context of the Serbian insurance sector continues to be characterised by intense competition in the Large Customers and MV segments, favoured by relative underdevelopment compared to the most advanced European insurance markets, although gradual progress is currently being made.

Other Companies

With regard to the hotel sector, 2023 showed significant improvement over last year. The revenues of the subsidiary Gruppo UNA increased by 38.5% compared to 31 December 2022 (from €146.2m to €202.5m). At 31 December 2023, there were 33 directly managed hotels: during 2023 management was acquired of Hotel Galles in Milan, and 2023 was the first complete annual financial year for Unahotels Trastevere, which opened in September 2022. The year 2023 ended with a profit of €25.3m, above the forecasts at the beginning of the year.

With regard to agricultural activities, on 30 May 2023 Tenute del Cerro Wines Srl was established with the aim of marketing a broader range of owned and distributed wines, with sales activities starting on 1 July 2023. Considering the combined data of Tenute del Cerro and Tenute del Cerro Wines, packaged wine sales recorded an increase of approximately 4.5% compared to 31 December 2022, reaching €9.9m, while total revenue rose from €10.8m to €13.2m, also as a result of the excellent performance of agri-tourism businesses. The year ended with a total profit of the two companies of €1.5m.

In the health sector, Casa di Cura Villa Donatello closed 2023 with revenue of €41.2m, up by around 7.5% compared to 2022 (€38.3m). Revenue trends show a continuation of the positive performance in the core business, for hospitalisation (hospital stays and outpatient surgery) as well as clinic activities (visits and diagnostics). The company closed with a profit of €2.7m (profit of €1.5m in the previous year).

UnipolRental, the Group's long-term rental company, further consolidated the performance of the UnipolSai Mobility Ecosystem, reaching a stock of 136k contracts acquired against 78k at the end of 2022, benefitting from the merger by incorporation of the company SIFÀ (Società Italiana Flotte Aziendali) starting from the second half of the year. The total number of vehicles registered at 31 December 2023 was 38,061, compared to 23,377 in the same period of last year. UnipolRental recorded turnover of €695.7m in 2023 and closed the period with a profit of €26.2m.

Transactions with Group companies and transactions with related parties

Transactions with Group companies (Art. 2497-bis of the Civil Code)

UnipolSai Assicurazioni provides the following most economically significant services to Group companies:

  • Governance (services supporting internal control, risk management, compliance and the Actuarial Function Validation);
  • Finance;
  • Innovation;
  • Communications and Media Relations;
  • Anti-money laundering and Anti-terrorism;
  • 231 support;
  • Institutional Relations;
  • Assessment of investments;
  • Human resources and industrial relations (personnel administration, external selection, development and remuneration systems, welfare initiatives, personnel management, trade union relations, employee disputes, employee welfare, safety);
  • Organisation;
  • Training;
  • Legal and corporate (corporate affairs, group legal register management, anti-fraud, institutional response, legal insurance consulting, privacy consulting and support, general legal and disputes, corporate legal, complaints, management of investments);
  • Claims settlement;
  • Insurance (distribution network regulations, MV portfolio management, reinsurance, product marketing, MV tariff setting, development and maintenance of MV products, general class tariff setting, development and maintenance of general class products, technical actuarial coordination, Life bancassurance, first level assistance to agencies, local assistance to agencies, final user test and manuals, Non-Life management and knowledge management services, CRM, targeting and campaign management);
  • IT services;
  • Actuarial Function Calculation;
  • Administration (accounting, tax, administrative and financial statements services);
  • Management control;
  • Purchase of goods and services (including real estate) and general services;
  • Services for the management of Whistleblowing reports;
  • Sustainability;
  • Real estate (coordination of urban planning processes, value added services, operational management of property sales and purchases, property leasing services, project management, logistics and real estate services, facility management, asset management, property management).

With the exclusion of Financial Management, which calls for consideration calculated through the application of a commission on volumes managed, in order to determine the charges to Group companies, external costs incurred are taken into account, due for example to products and services acquired from suppliers, and the costs resulting from activities carried out directly, i.e. generated by their own staff, and taking account of:

  • performance targets set for the provision of the service to the company;
  • strategic investments required to ensure the agreed levels of service.

The following elements are specifically taken into consideration:

  • the number and cost of the dedicated staff, including pay, charges and other accessory costs attributable to personnel;
  • generic functioning costs generally associated with each workplace (premises, electricity, telephone, personal computers, heating, depreciation of furniture, etc., in addition to IT costs associated with each activity);
  • any other specific, directly attributable costs.

The approach described above is generally used also to determine the costs of the services that the Company receives from Group companies.

The main services received by the Company are summarised below.

UniSalute provides the following services to UnipolSai Assicurazioni:

  • managing addressing services, providing medical advice and assistance by telephone, making bookings, managing and settling claims relating to specific guarantees/products on behalf of the Company;
  • policyholder record updating services and administrative services associated with the payment of health policy claims.

SIAT - Società Italiana Assicurazione e Riassicurazioni performs the following services in favour of UnipolSai Assicurazioni:

  • technical assistance in the negotiation and stipulation of transport and aviation contracts;
  • portfolio services for agreements in the transport sector;

  • administrative support in the relationships with insurance counterparties;

  • management of development projects in the Transport sector.

Directly or through qualified third-party suppliers, UnipolTech is in charge of the supply and industrial management of "black boxes" in the network of installers, at agencies and, from the multichannel perspective, directly at customer homes as well. It guarantees the delivery of the connectivity service and the transmission of telematic data, its management based on artificial intelligence techniques and the provision of additional services that may be activated on customers' installed devices. UnipolTech also activated the UnipolMove brand electronic toll payment service, as it has been accredited with the European electronic toll service (first company at national and European level for both light and heavy vehicles).

It supports UnipolSai in the development of other mobile payment solutions to offer customers an integrated model of distinctive services, complementary to the insurance business. The first services available on the UnipolSai and UnipolMove Apps offer the opportunity to pay car parking fees, "blue line" parking slips, fines and road tax, as well as for fuel and access to certain Limited Traffic Zones. From 2023, it also joined the MaaS (Mobility as a Service) NRRP calls for proposals and offers integrated payment services for micro-mobility and public transport, complementary to cars, in the cities of Rome and Milan.

There is also a partnership agreement between UnipolSai and UnipolTech with the aim of strengthening their reciprocal positions in the reference markets: in this sense, the agreement calls for advertising on the UnipolSai website and App, and in particular through the agency network as well, the services offered by UnipolTech.

UnipolService provides car repair services for UnipolSai Assicurazioni, while UnipolGlass provides glass-fitting services.

Again in the course of 2023, UnipolRe DAC carried out for UnipolSai Assicurazioni administrative and accounting services for inwards and outwards reinsurance with reference to treaties in run-off.

UnipolSai Investimenti SGR administered on behalf of UnipolSai the units of real estate funds owned by UnipolSai. However, this service is no longer provided as of 1 April 2023, as the activity was insourced to UnipolSai and, therefore, the contract with the asset management company was terminated.

Leithà designs, develops and provides to UnipolSai services, applications, data-intensive components and innovative, high-tech tools based primarily on Artificial Intelligence, Machine Learning, Process Automation and Computer Vision solutions. It also studies and analyses data in support of the development of new insurance solutions (both in actuarial and product application distribution terms), processes and business development. This includes the necessary preparatory and instrumental activities for the implementation of commissioned research projects and the development of operating system software, operating systems, applications and database management concerning and functional to such projects.

UnipolAssistance provides the following services for the Companies of the Consortium:

organisation, provision and 24/7 management of services provided by the Class 18 assistance insurance coverage, by taking the action requested and managing relations with professionals and independent suppliers to which the material execution of the action is assigned, also including settlement of the related remuneration.

Contact centre activities for the customers, specialists and agencies of the Group.

UnipolSai Servizi Previdenziali performs administrative management of open pension funds on behalf of a number of Group companies.

UnipolHome provides direct repair services to UnipolSai for insurance products that include this solution.

Welbee designs, develops and provides welfare plans for UnipolSai employees, made available through a digital platform, which focus primarily on flexible benefits in the welfare and health sectors.

Tantosvago provides Welbee with content services and corporate welfare experiences; in addition, the company designs, develops and provides incentive, loyalty and prize competition programmes for UnipolSai.

The transactions described above were concluded in compliance with applicable regulations, i.e. the cases set out in Art. 2391 of the Civil Code (Directors' interests), the Policy on intragroup transactions and the regulations of transactions with related parties.

Moreover, it is noted that UnipolSai conducts the following normal transactions with Group companies:

  • reinsurance and coinsurance;
  • leasing of property and other tangible assets;
  • agency mandates;
  • brokerage of collections and payments;
  • secondment of personnel;
  • long-term vehicle rental;
  • training project management.

These transactions, which do not include atypical or unusual transactions, are settled at normal market conditions.

Tax regime for taxation of group income (so-called "tax consolidation")

The Parent Unipol exercised the Group tax consolidation option governed by Title II, Chapter II, Section II of Italian Presidential Decree 917/86 (the Consolidated Income Tax Act, Articles 117 et seq.) as consolidating entity, jointly with the companies belonging to the Unipol Group meeting the established regulatory requirements over time. The option has a three-year duration and is renewed automatically unless cancelled.

Unipol VAT Group

Unipol Gruppo and the subsidiaries for which there are economic, financial and organisational restrictions established by regulations in force exercised the joint option of establishment of the Unipol VAT Group pursuant to Arts. 70-bis et seq. of Italian Presidential Decree no. 633/1972 and Ministerial Decree of 6 April 2018 Italian Presidential Decree no. 633/1972. Initially valid for the three-year period 2019-2021, the option renews each year until cancelled.

Transactions with related parties

Consob, by issuing the Regulation introducing provisions pertaining to transactions with related parties, with resolution no. 17221 of 12 March 2010, as subsequently amended (the "Consob Regulation"), regulates the disclosure obligations and the decision-making rules pertaining to transactions with Related Parties carried out by listed companies, directly or through subsidiaries.

This regulation is a part of the broader framework of regulatory provisions for groups and conflict of interest, introduced with the reform of corporate law, in order to:

  • avoid the interference of the main shareholders (i.e. the shareholders or the parties that exercise control or a significant influence on the issuer) and of the management (i.e. the key managers) in the management of the company, to the detriment of minorities;
  • limit the risk that the executive bodies, carrying out operations outside ordinary activities and/or market or standard conditions, may damage the company's capital;
  • allow the performance of transactions with related parties that pursue objectives of efficient management of the company's resources.

The Procedure for related-party transactions (the "Procedure") - prepared pursuant to Art. 4 of the Consob Regulation - defines the rules, methods and principles that ensure the transparency and substantive and procedural fairness of the Transactions with Related Parties executed by UnipolSai, either directly or through its subsidiaries.

The Company is subject to management and coordination by Unipol Gruppo S.p.A. ("Unipol" or the "Parent"); therefore, in addition to being obligated to comply with the provisions of the Consob Regulation that specifically apply to it as a listed subsidiary, is also the recipient of the rules of conduct dictated by the Parent, also with reference - for matters of specific interest herein - to the similar procedure adopted by Unipol.

The Policy on intragroup transactions adopted pursuant to IVASS Regulation no. 30 of 26 October 2016 remains in place, since applicable.

With regard to the execution of Transactions with Related Parties qualified as of "Major Significance", to supplement the information provided above in the "Information on significant events" section, please recall that the Board of Directors of the Company approved, in compliance with the Procedure:

  • on 23 March 2023, an industrial project (the "Industrial Project" or the "Transaction") in the long-term rental business ("LTR") with BPER Banca SpA ("BPER" or the "Bank"), to be carried out through:
    • − the merger by incorporation of SIFA' Società Italiana Flotte Aziendali SpA ("SIFÀ") an entity whollyowned by the Bank - into UnipolRental SpA ("UnipolRental"), with the assignment to BPER of a minority interest of 19.987% of the share capital of the company resulting from the merger (the "Combined Entity"), in exchange for the shares held in SIFÀ (the "Merger"), also with the provision of certain exit mechanisms in favour of UnipolSai and/or BPER in relation to the investment held by the latter in the Combined Entity after the completion of the Merger;
    • − business collaboration agreement between the Combined Entity, on one hand, and BPER on the other, effective as of the effective date of the Merger and with a duration of twenty years, for the referral, through the network of bank branches and more generally through the commercial channels of the BPER Group, of LTR products and services linked to the related long-term rental contracts proposed by UnipolRental (the "Referral Agreement");
    • − the disbursement, at the effective date of the Merger, of a loan for up to €100m by BPER in favour of the Combined Entity, in order to refinance part of the debt of SIFÀ outstanding at 1 July 2023, the effective date of the Merger (the "Effective Date of the Merger").

In addition, in order to meet the obligation to extinguish the outstanding debt of SIFÀ with respect to BPER at the Effective Date of the Merger, undertaken by UnipolRental as part of the Transaction, in the same context the Board of Directors of the Company approved, in accordance with the Procedure, insofar as it is responsible, two loans (the "Intercompany Loans") in favour of the Combined Entity for up to €150m and €450m from UnipolSai and Unipol Gruppo SpA ("Unipol"), respectively, with a view to the efficient management of their respective financial situations.

The Industrial Project and the Intercompany Loans were reviewed in advance by the Company's Related Party Transactions Committee (the "RPT Committee"), which issued its favourable opinion. On 30 March 2023, UnipolSai published, pursuant to Art. 5 of the CONSOB Regulation and Art. 14 of the Procedure, the relevant information document, which was made available to the public at UnipolSai's registered office, on the authorised e-Market Storage mechanism () and on UnipolSai's website (www.unipolsai.com-"Goverance/Related-Party Transactions" section).

The Transaction was finalised on 22 June 2023 with the signing of the Merger deed, with legal effect as of 1 July 2023, as a result of which the share capital of UnipolRental is 80.013% held by UnipolSai, while the remainder is held by BPER. On the same date, the Referral Agreement and the above-mentioned loan agreements were also signed, the amounts of which were disbursed in full on 4 July 2023;

  • on 10 August 2023:
    • − the granting by the Company of an interest-bearing unsecured loan for up to €450m (the "August 2023 Loan") in favour of UnipolRental, of which €350m has been disbursed;
    • − the modification from annual to half-yearly of the frequency of calculation and payment of interest on Intercompany Loans disbursed on 4 July 2023 by UnipolSai and Unipol, with the financial aspects substantially unchanged and without prejudice to all other parameters, with a view to being consistent with the August 2023 Loan and making the liquidity management of UnipolRental more efficient (the "Amendment to Intercompany Loans").

The August 2023 Loan and the Amendment to Intercompany Loans were reviewed in advance by the RPT Committee, which issued its favourable opinion. On 11 August 2023, UnipolSai published, pursuant to Art. 5 of the CONSOB Regulation and Art. 14 of the Procedure, the relevant information document, which was made available to the public at UnipolSai's registered office, on the authorised e-Market Storage mechanism () and on UnipolSai's website (www.unipolsai.com-"Goverance/Related-Party Transactions" section).

Lastly, please note that in 2023, UnipolSai did not approve, or carry out, directly or through subsidiaries, any additional Related Party Transactions qualified as of "Major Significance", or which significantly influenced the financial position or results of the companies, pursuant to Art. 5, paragraph 8 of the CONSOB Regulation.

The following table shows transactions with related parties carried out during 2023. It should be noted that the application scope of the Procedure for related party transactions, adopted pursuant to Consob Regulation no. 17221 of 12 March 2010, as amended, also includes some counterparties that are included, on a voluntary basis, pursuant to Art. 4 thereof.

Information on transactions with related parties at 31 December 2023

Other
Amounts in €k Holding
company
Subsidiaries Affiliates Associates related
parties (**)
Total Incidence
Assets
Bonds 70,384 70,384 0.12 (1) 2.27 (3)
Loans 836,813 6,015 842,828 1.45 (1) 27.19 (3)
Bank deposits 9,364 9,364 0.02 (1) 0.30 (3)
Deposits with ceding
companies 251,697 251,697 0.43 (1) 8.12 (3)
Receivables arising from
direct insurance/reinsurance
business 24,531 3 49,904 (4) 74,439 0.13 (1) 2.40 (3)
Other receivables 18,594 59,500 2,694 3,694 23,479 107,961 0.19 (1) 3.48 (3)
Bank deposits and post office
accounts
528,358 528,358 0.91 (1) 17.05 (3)
Sundry assets 9 10,927 10,936 0.02 (1) 0.35 (3)
Technical provisions –
Reinsurers' share 22,019 22,019 0.04 (1) 0.71 (3)
Total 18,603 1,194,560 2,694 9,713 692,415 1,917,985 3.29 (1) 61.88 (3)
Liabilities
Payables arising from
insurance/reinsurance business
4,641 5,714 10,354 0.02 (1) 0.33 (3)
Sundry payables 52,856 42,626 24 1,768 97,274 0.17 (1) 3.14 (3)
Sundry liabilities 12,322 30,413 5 3,763 46,503 0.08 (1) 1.50 (3)
Technical provisions 256,758 256,758 0.44 (1) 8.28 (3)
Total 65,178 334,437 29 11,245 410,889 0.70 (1) 13.26 (3)
Income from:
Land and buildings 289 11,469 3,559 15,317 0.62 (6) 2.45 (2)
Shares, units and dividends 22 96,012 2,876 3,336 15,878 118,125 4.78 (6) 18.92 (2)
Other investments 17,687 2 2,816 20,505 0.83 (6) 3.28 (2)
Other income - Extraordinary
income
5,185 70,562 5,792 47 33,369 114,955 4.65 (6) 18.41 (2)
Total 5,496 195,731 8,669 3,384 55,622 268,902 10.89 (6) 43.06 (2)
Charges
Investment management
expenses 484 46 27,946 28,477 0.05 (6) 4.56 (2)
Other charges - Extraordinary
expenses
246 1,080 13 1,004 2,344 0.00 (6) 0.38 (2)
Total 246 1,565 59 28,951 30,821 0.05 (6) 4.94 (2)
Technical charges
Acquisition costs 525 23,837 1 154,711 (4) 179,073 7.25 (6) 28.68 (2)
Administrative expenses 15,089 24,898 156 5,038 45,180 1.83 (6) 7.23 (2)
Total 15,614 48,735 157 159,748 224,254 9.08 (6) 35.91 (2)
Non-Life and Life technical
account
Balance of outwards
reinsurance * 14,739 14,739 2.33 (7) 2.36 (2)
Balance of inward reinsurance
net of retroceded amounts *
7,096 7,096 1.12 (7) 1.14 (2)
Total 21,835 21,835 0.88 (7) 3.50 (2)

(1) The percentage based on total assets/liabilities in the Statement of Financial Position.

(2) The percentage on profit (loss) for the period.

(3) The percentage on total sources of financing in the statement of cash flows.

(4) Amounts relating to transactions with investee agencies.

(5) The percentage on total memorandum accounts.

(6) The percentage on total gains/losses, respectively.

(7) The percentage on balance of the life and non-life technical result.

(*) Negative amounts are a cost for the company.

(**) This column shows the relation with subsidiaries held directly and other related parties.

Comments on the main items

The item bonds represents bonds issued by Group companies or other related parties held by UnipolSai. The exposure at the reporting date refers to BPER Banca for €53.9m and for the remainder to Banca Popolare di Sondrio for €15m and the company Syneteristiki for €1.5m. During the year this item recorded an increase due to the subscription of the following two bonds: a senior non-preferred Bper Banca bond, with a 5.75% coupon, issued in September 2023 and maturing on 11 September 2029, subscribed for a total value of €22.9m, and a senior preferred Banca Popolare di Sondrio green bond, with an 5.50% coupon, issued in September 2023 and maturing on 26 September 2028, subscribed for a total value of €15m.

At 31 December 2023, there were no loans to the holding company. Outstanding loans to subsidiaries amounted to €836.8m and refer for €800m to four loans granted to UnipolRental and for €36.8m to a loan issued to Meridiano Secondo. The amount of €800m of the outstanding loan to the subsidiary UnipolRental is broken down as follows: €150m disbursed in July 2021, maturing on 9 July 2026, €150m disbursed in April 2022, maturing on 31 March 2027, €150m disbursed in July 2023, maturing on 22 June 2027 and €350m disbursed in August 2023, maturing on 10 August 2027.

Loans to associates amounted to €6.0m, consisting solely of a loan provided to Borsetto.

The item bank deposits related entirely to accounts with BPER Banca.

Deposits with ceding companies amounted to €251.7m and were linked entirely to reinsurance treaties in place with the subsidiaries Linear for €11.9m and UniSalute for €239.7m.

The item receivables arising from insurance and reinsurance business in terms of transactions with subsidiaries referred mainly to the companies: Uniassiteam (€8.1m), Irma (€8.4m), UniSalute (€3.8m) and Unipolsai Motor Partner (€3.2m). In transactions with other related parties, the item referred in full to receivables from corporate agencies.

Other receivables from the holding company referred mainly to the receivable for withholdings from Unipol Gruppo for participation in the tax consolidation regime. With respect to subsidiaries, it included non-insurance receivables, referred to the performance of services, primarily consisting of: €21.5m from UnipolAssistance (of which €11.4m for advances on services to be provided and €9m for services and personnel secondment), €9m from UniSalute (of which €5.0m as a deposit provided on the basis of a claim management agreement), €7.1m from Arca Vita, €2.0m from UnipolPay, €2.8m from UnipolTech, €1.1m from Arca Assicurazioni, €4.1m from UnipolRental, €1.3m from Linear and €1.2m from SIAT – Società Italiana di Assicurazione.

With regard to associates, the item refers in full to receivables for contributions paid to UCI (Ufficio Centrale Italiano) for €3.6m. Lastly, other receivables from other related parties included primarily receivables from Finitalia amounting to €23.2m for premiums advanced by the latter as part of the service relating to the split payment of policies.

The entire amount (€528m) of bank deposits with other related parties referred to the balance of current accounts held with BPER Banca, whereas the item sundry assets deposited at the same bank included, for €10.9m, sums secured for claims.

Technical provisions - Reinsurers' share referred in its entirety to reinsurance relations with SIAT - Società Italiana di Assicurazione for €22m.

The item payables arising from insurance and reinsurance business in relations with subsidiaries referred mainly to the companies SIAT – Società Italiana di Assicurazione (€2.2m) and Arca Assicurazioni (€2.1m). In transactions with other related parties, the item referred in full to payables to corporate agencies.

Sundry payables due to the holding company referred mainly to the payable to Unipol Gruppo deriving from participation in the tax consolidation regime and to a lesser extent to seconded personnel for €2.5m. Those due to subsidiaries referred mainly to payables for services received from UnipolTech (€15.6m), UniSalute (€10m), UnipolAssistance (€9.8m), UnipolService (€2.8m) and Gruppo Una (€1.9m).

The item sundry liabilities to the holding company mainly refers to the provision for costs for employees seconded by Unipol Gruppo (€9m) and, to a lesser extent, to invoices to be received for sponsorships (€3.3m). With regard to subsidiaries, the amount mainly includes payables to UniSalute for services received (€22.9m), Linear (€1.5m), SIAT – Società Italiana di Assicurazione (€1.1m) and Leithà (€1.1m).

The item technical provisions mainly related to the provision for premiums from indirect business with respect to UniSalute (€82.1m) and Linear (€3.5m). This item also included claims provisions primarily for €158m with respect to UniSalute, €3m with respect to Arca Assicurazioni and €9.1m with respect to Linear.

Income from land and buildings referred primarily to leases with the subsidiaries UniSalute (€3.3m), Gruppo Una (€3.8m) and Linear (€2m). With respect to other related parties, it referred in particular to lease agreements with BPER Banca (€2.9m).

The item dividend income from subsidiaries refers to:

  • €48.2m from UniSalute;
  • €27.9m from Arca Vita;
  • €5.6m from UnipolSai Finance;
  • €3.9m from Linear;
  • €3.6m from SIAT;
  • €2.9m from I. Car;

  • €1.4m from UnipolService;

  • €1.3m from Unipolsai Motor Partner;
  • €1.1m from Gruppo Una.

With regard to affiliates, the entire amount refers to UnipolSai Investimenti SGR, while with regard to other related parties it refers in particular to BPER for €15.8m.

Gains on other investments from subsidiaries refer primarily to interest income on loans granted to UnipolRental (€16.6m).

Other income - extraordinary income mainly refers to recoveries for services provided and secondment of personnel with regard to transactions with subsidiaries and affiliates. Transactions with other related parties also included commissions for the placement of products recognised by BPER Banca.

Investment management expenses mainly relate to the expense on the securities dossier.

The item acquisition costs to other related parties refers in part to the cost for fees due to Finitalia for the loan granted to the contracting parties for the purchase of policies (totalling €24.5m) and for the remainder to commissions paid to investee agencies.

As regards administrative expenses, the amounts refer almost exclusively to costs for the provision of services and in particular to the holding company Unipol Gruppo (€15m), primarily with respect to the following subsidiaries: UniSalute (€6.3m), SIAT – Società Italiana di Assicurazione (€1.6m), UnipolRental (€1.8m), Leithà (€2m), UnipolPay (€1.4m) and real estate costs to Midi (€4.8m).

The balance of outwards reinsurance derives from transactions with the subsidiaries UnipolRe (€9m) and SIAT – Società Italiana di Assicurazione (€5.7m).

The balance of inwards reinsurance relates mainly to relationships with the subsidiaries Unisalute (-€3.2m), UnipolRe (- €5m) and Arca Assicurazioni (-€1.8m).

Please also note that the contributions payable by the Company paid in the course of 2023 to Company employee and executive pension funds amounted to €22.3m.

Remuneration paid to members of the Administration and Control Bodies and Key Managers

Remuneration payable for 2023 to the Directors, Statutory Auditors and Key Managers of UnipolSai, for carrying out their duties amounted to €15.8m, details of which are as follows:

Amounts in €k 2023
Directors 3,769
Statutory Auditors 250
Other Key Managers (*)
11,764

* The amount mainly comprises compensation of employees and it includes the amount paid to Unipol Gruppo as consideration for the secondment of some Key Managers.

The remuneration of the Key Managers relating to benefits granted under the Share-based compensation plans (Performance Shares), is duly represented in the Remuneration Report, prepared according to Art. 123ter of the Consolidated Law on Finance and made available, pursuant to current regulations, on the Company website.

In 2023 the companies in the Group paid UnipolSai the sum of €0.6m as remuneration for the activities carried out by the Chief Executive Officer and the Key Managers of UnipolSai.

Disclosure about Solvency II prudential supervision

The test for the capital adequacy of the Company is determined in compliance with the Solvency II regulations, which came into force on 1 January 2016. The main applicable legal and regulatory references are as follows:

  • Framework Directive 2009/138/EC ("SII Directive"), adopted in the Italian legal system with Italian Legislative Decree 74 of 12 May 2015, which amended and supplemented Legislative Decree 209/2005 (Private Insurance Code);
  • the Delegated Acts, issued with EU Delegated Regulation 35/2015 and subsequent amendments and integrations ("Regulation"), which supplement the SII Directive;
  • the Guidelines issued by EIOPA, adopted through the regulations issued by IVASS, including in particular:
    • IVASS Regulation no. 18 of 15 March 2016 contains the application rules and the methods to be adopted to determine the technical provisions;
    • IVASS Regulation no. 25 of 26 July 2016 pertaining to the identification, measurement and classification of the core equity components;
    • IVASS Regulation no. 32 of 9 November 2016 pertaining to Own Risk and Solvency Assessment provisions;
    • IVASS Regulation no. 34 of 7 February 2017 implementing provisions on the measurement of assets and liabilities other than technical provisions in the Solvency II Report;
    • IVASS Regulation no. 35 of 7 February 2017 containing provisions for the adjustment for the ability to absorb the losses of technical provisions and of deferred taxes in the determination of solvency capital requirements calculated with the standard formula.

Solvency capital requirements and relevant coverage ratios

The Company had eligible own funds to cover the capital requirements equal to 3.13 times the Solvency Capital Requirement (SCR) (at 31/12/2022, 2.88), and 6.79 times the Minimum Capital Requirement (MCR) (at 31/12/2022, 6.25). The table below summarises:

  • the amount of equity available and admissible to cover the capital requirements, with details of the individual levels;
  • the amount of the SCR and MCR;

  • the capital requirement coverage ratios.

Amounts in €m Total Tier 1 -
unrestricted
Tier 1 -
restricted
Tier 2 Tier 3
Available own funds to meet the Solvency
Capital Requirement
9,273.6 7,572.9 1,208.9 491.8
Available own funds to meet the Minimum
Capital Requirement
9,273.6 7,572.9 1,208.9 491.8
Eligible own funds to meet the Solvency
Capital Requirement
9,273.6 7,572.9 1,208.9 491.8
Eligible own funds to meet the Minimum
Capital Requirement
9,048.5 7,572.9 1,208.9 266.7
Solvency Capital Requirement 2,963.4
Minimum Capital Requirement 1,333.5
Ratio of Eligible own funds to Solvency
Capital Requirement
3.13
Ratio of Eligible own funds to Minimum
Capital Requirement
6.79

The solvency situation of the Company is subject to a specific disclosure to the market and to the Supervisory Authority by the deadline set forth by legislation in force.

The individual solvency capital requirements are calculated using the Partial Internal Model, approved by the Supervisory Authority for regulatory purposes. For the purposes of determining equity, the volatility adjustment prescribed by Art. 36-septies of the Private Insurance Code is applied.

Partial Internal Model

In February 2017, UnipolSai Assicurazioni SpA received authorisation from the Supervisory Authority to use the Partial Internal Model for calculating the individual solvency capital requirement with effect from valuations at 31 December 2016.

The Partial Internal Model is used to assess the following risk factors, as well as in the aggregation process:

  • Non-Life and Health Underwriting Risks;
  • Life Underwriting risks;
  • Market risk;
  • Credit risk.

There is a plan for the extension of the Partial Internal Model in order to include all measurable risk modules and reach a Full Internal Model type configuration.

It should be noted that, starting from 31 December 2023, the assessments of UnipolSai take into account the application of the "New Non-Life Internal Model" and the "Model Changes" relating to "Spread risk" and "Surrender risk", applicable as of 31 December 2023.

The methodology adopted for the assessment of Non-Life and Health underwriting risks (represented by the submodules: premium risk, reserve risk, catastrophe risk and lapse risk) calls for the use of internal models for the premium and reserve sub-modules as well as, in the context of catastrophe risks, for earthquake risk and the integration of a probability distribution function calibrated on the basis of the results of the Standard Formula for other risks. The aggregation of risks is calibrated by also taking into account information available on the Italian insurance market. Life underwriting risk (mortality/longevity risk, lapse risk and expense risk) is measured using the Partial Internal Model based on the Least Square Monte Carlo approach, consistent with the principles indicated in Solvency II regulations, which allow calculation of the Probability Distribution Forecast in relation to Life risk factors. Catastrophe risk, in addition to the Life underwriting risks relating to Unit-Linked and Pension Fund products, are assessed using the Standard Formula.

The market risk of the securities portfolio, for which the investment risk is not borne by the policyholders, is measured using the Partial Internal Model that adopts a Monte Carlo VaR approach. As part of the Internal Market Model, Life liabilities are replicated through cash flows with a maturity equivalent to Life provisions run-off for the guaranteed component and polynomial functions (the Least Square Monte Carlo approach) to represent the Future Discretionary Benefits component. Market risk of the securities portfolio for which investment risk is borne by policyholders and concentration risk are assessed using the Market Wide Standard Formula.

Credit risk is measured using the Partial Internal Model that adopts a CreditRisk+ approach. This model makes it possible to measure the risk of default relating to bank counterparties, concerning exposures deriving from available liquidity and financial risk mitigation through derivative contracts, as well as insurance and reinsurance exposures and bonds on which spread risk is calculated. Furthermore, the model allows the risk of default deriving from exposures to intermediaries and policyholders to be measured.

The risk aggregation process defined calls for a bottom-up approach and may be broken down into two phases:

  • aggregation of the risk sub-modules which make up Market risks, Non-Life and Health Underwriting risks, Life Underwriting risks and Credit risks so as to obtain the Probability Distribution Forecast ("PDF") of each risk module;
  • aggregation of the risk modules of Market risks, Non-Life and Health Underwriting risks, Life Underwriting risks and Credit risks in order to calculate the Basic SCR.

The aggregation of the sub-modules involves three distinct approaches:

• joint sampling of risk factors;

  • aggregation by means of the Var-Covar method (with a posteriori determination of the PDF);
  • aggregation of multiple marginal distributions through coupling functions.

Other Information

Human resource management and development

The Company's workforce at 31 December 2023 consisted of 6,567 employees. In 2023, 994 employees stopped working for the Company, of whom 6 for intra-group transfers and 988 due to actual termination, as a result of resignations, incentivised departures, retirement, participation in the "Solidarity Fund" and other reasons for termination. There were 521 entries, of whom 327 new hires, more specifically 240 on permanent contracts (hired from the market or hiring of former temporary workers), 87 on fixed-term contracts, still on the workforce at 31 December 2023, and 194 new entries due to mobility processes within the insurance Group.

If calculated as full time equivalent (FTE), that is, considering the number of hours actually worked, the number of employees would be 6,378.

Personnel costs for remuneration, social security expenses and post-employment benefits amounted to €566.2m.

As part of the 2022-2024 Strategic Plan implementation activities, in October 2022 UnipolSai and the other Italian subsidiary insurance companies signed trade union agreements on voluntary early retirement arrangements for employees who reach retirement requirements by 2027.

Pursuant to these agreements, terminations of employment were spread over the period between 31 December 2022 and 31 December 2023, with a prevailing concentration in three windows according to the time frame in which the relevant pension entitlement accrues.

A total of 889 employees (131 at 31/12/2022, 321 at 30/4/2023, 433 at 30/6/2023, 2 at 30/10/2023, 1 at 30/11/2023 and 1 at 31/12/2023) terminated their employment contracts by mutual agreement. The trade union agreement envisaged the early termination of 880 employees (in addition to a higher number of participants up to a maximum 10% more than the number indicated), and therefore the objectives of the Plan were achieved with regard to this action considered strategic in terms of generational renewal and cost reduction.

In addition, in December 2022, a trade union agreement was signed on pre-retirement arrangements for executive personnel who will meet pension requirements due to either the number of years of contributions or old age by 31 December 2027. This agreement refers to the provisions of the system governed by Art. 4, paragraphs 1 to 7-ter, of Law no. 92 of 28 June 2012 ("Fornero" law), as amended by Art. 34, paragraph 54, of Law no. 221 of 17 December 2012 and Art. 1, paragraph 160, of Law no. 205 of 27 December 2017.

Senior executives who intend to participate in the plan, subject to mutually agreed termination of the employment relationship, will be paid the "isopensione", i.e. an allowance equal to the pension accrued at the time of termination, until the disbursement of the pension benefit. Payments of the relative contribution also continue until the first pension requirement is met. With reference to the trade union agreement mentioned above, at 31 December 2023, 9 UnipolSai executives had subscribed to the plan.

In terms of policies and projects, in relation to the Group Supplementary Corporate Agreement of 13 May 2016 amended on 8 June 2021 and expired on 31 December 2021 - please note that on 28 February 2024, a possible bridge agreement was signed with the Trade Unions, subject to the approval of workers in the insurance sector by means of a referendum and by the Board of Directors on 21 March 2024. The aim of this agreement was to improve company welfare benefits (supplementary pension and welfare credit, the latter valid for 2024), while also recognising an improvement in the Variable Company Bonus, in correlation with the use of holidays and mandatory training, and a oneoff amount for the years 2022 and 2023.

Training

The Academy adopts a development and training strategy based on three main dimensions: Business, to support reorganisations and projects, Culture, to promote digital transformation and People, to support key talents and skills, addressing issues such as development of the managerial model, generational turnover and the enhancement of potential. This strategy is integrated with a vertical approach focused on the specific skills and abilities of the various company professionals.

In parallel, training courses dedicated to the key insurance business occupations are provided to strengthen and enhance current skills and capabilities with the emerging skills of the future, with methods alternating between theory and case studies, on the job training and project work.

Overall, the training offer included the delivery of more than 1,000 courses, involving network employees and collaborators.

Among the initiatives for employees, the professional development programme continued for a group of Officers and Middle Managers, with the aim of strengthening skills and ensuring managerial continuity within the Group. This is a rolling programme that is divided into two distinct paths, one for Mid-Term successors and the other for Potential to be developed in the medium-long term.

In line with the "Tech & People Evolution" strand of the 2022-2024 Strategic Plan, a procedure was launched to disseminate digital culture by engaging and involving employees as digital transformation accelerators and strengthening an approach based on new skills and digital methods.

After initial assessment, the programme included other initiatives such as newsletters personalised by profile, one-toone interviews and focus groups and a training course dedicated to Digital Champions as promoters of digital change. Training activities continued throughout the year on technical, technological, commercial and managerial aspects as well as on mandatory and regulatory courses. In particular, basic and refresher training courses on safety continue and it is worth noting the resumption of courses and practical tests for jobs with medium-high risks. With a view to the evolution of operating models, specialised IT courses are offered that support the goal of digital transformation, such as "Business Continuity Management System", "IFRS17 and IFRS9", "Actuarial Technique and Risk Management", "Machine Learning" and "Sustainable Real Estate Framework".

Lastly, the online course "EticaMente!" continued to be offered, which makes it possible to reflect on situations that could arise in the company in which it is essential to act ethically.

In line with employee training, Sales Network training activities were based on training projects that included managerial development with specialised courses such as IMA5, or with programmes aimed at "generational turnover in the Agency" and training for the new position of "Omnichannel Contact Person".

In addition to training projects, the hybrid courses aimed at the network include "Focus Impresa" for the distribution of the new product aimed at Small and Medium-sized Enterprises. The training involved asynchronous activities aimed at the networks and synchronous activities for colleagues in the Sales Department.

Amongst the online courses aimed at the network, the "Code of Ethics and Charter of Values: updates" is particularly significant, which makes it possible to engage in various situations in which it is essential to act in an ethical manner.

Protection of Privacy

Regulation (EU) 2016/679 on the protection of personal data (the "GDPR") requires continuous training on personal data protection and suitable safeguards capable of demonstrating its compliance with the GDPR provisions.

With regard to training, in 2023, with the support of the Group Data Protection Officer - who carries out the activities under his or her responsibility for the Parent and its subsidiaries with registered office in Italy - the Company continued to provide training to employees through both e-learning courses and face-to-face meetings/lessons carried out remotely.

With regard to oversight mechanisms, the DPO, in collaboration with the Control Functions, continuously verifies the effectiveness and efficiency of these mechanisms, as well as of processes and the organisational system, to ensure that personal data management complies with current legislation and is transparent to the parties concerned. Control and adaptation activities were carried out through:

  • monitoring of the record of processing activities required under Art. 30 of the GDPR;
  • updating of service agreements between Group companies and between them and external suppliers;
  • updating of company communication documents to outline guidelines and procedures for the proper management of personal data and to ensure the regulatory compliance of processing;
  • assessment on the compliance of processes and procedures with regulatory provisions;

1 Management Report

  • monitoring of the implementation of the actions identified in the assessments;
  • monitoring of the reference regulatory framework, including through the analysis of regulations and/or guidelines of the European and national authorities subject to public consultation to propose, when necessary, requests for changes, amendments, supplements or clarifications with respect to topics linked to the processing of personal data;

  • impact assessments on data protection, in keeping with the privacy by design and by default principles;

  • preparation of information notes and comments regarding new relevant regulations, assessing their impact on company processes and procedures and identifying the necessary adaptation measures and the activation of the ensuing interventions.

Research and development activities

In response to a market scenario undergoing constant technological evolution, the Company makes investments to develop and accelerate innovation and meet the new needs of customers.

Intellectual capital represents a key asset in building Group strategies and is continuously enhanced through investments in innovation.

The main feature of the Group's approach is the integration of data and analytics throughout the entire insurance value chain and in support of Beyond Insurance initiatives, to support the growing importance of the services "adjacent" to the insurance business.

The areas of application range from pricing and underwriting to the assessment of needs and loyalty, from customer experience to new assistance models, from real-time settlement and reduction of the costs of claims to fraud prevention.

To offer innovative payment solutions in the areas of mobility, health, home and financial education, UnipolPay was established, an electronic money institution (IMEL) duly authorised to provide payment and electronic money services. In the insurance sector, artificial intelligence and machine learning solutions are being researched to obtain granular information on risks and customers and further automate decision-making processes.

Adoption of the cooperative compliance programme

On 22 December 2023, UnipolSai Assicurazioni S.p.A. submitted an application for adoption of the cooperative compliance programme pursuant to Art. 7, paragraph 2, Italian Legislative Decree no. 128 of 5 August 2015, on its own account and on behalf of Unipol Gruppo S.p.A. as the entity exercising management and control. Subsequently, on 19 January 2024, support documentation for the application was sent to the Italian Revenue Agency pursuant to point 4.5, Measure no. 54237 of 14 April 2016.

As part of the activities to verify the requirements for eligibility to access the cooperative compliance programme, on 25 January 2024 the Italian Revenue Agency issued two separate requests for information, pursuant to point 5.3 of the aforementioned Measure, effectively opening the initial assessment phase of the programme (Company Level Assessment), to verify compliance of the governance of the Tax Control Framework and the tax risks map with the principles and requirements of the programme. Subsequently, following the response to these requests for information, the Italian Revenue Agency will launch the Activity Level Assessment phase which is expected to terminate by the end of 2024 with acceptance of UnipolSai Assicurazioni S.p.A. and Unipol Gruppo S.p.A. into the cooperative compliance programme.

IT services

During 2023, activities were structured according to the three lines of action set forth in the ICT Strategic Plan.

  1. Insurance Core Business Digitalisation and Process Automation:

  • the development activities of the new "NEW CORE Single Product" platform continued and as of November 2023, the first release of the new system on the Vehicle, Home and Family protection areas was released into production on an initial group of pilot agencies, while activities continue in order to complete the platform and create the remaining areas that will be released over the coming year;
  • the creation of the new "Individual Life FE" was completed, which simplifies after-sales activities in the agency, and the roll-out began across the network;
  • as part of the Multi-channel and Hybrid Sales channel, a new sales channel was activated through the Contact Centre, the Customer Experience was optimised for the placement of Pet, Travel and Home products and new functions were integrated for the sale and management of the UnipolMove electronic toll payment service;
  • on the AI (Artificial Intelligence) front, the new CHIARA chatbot was released on the APP and Web to support the Home product, created using new "Generative AI" technologies, and a new framework began being introduced for the development and monitoring of AI projects.
    1. Evolution of technological platforms:
    2. the new agency infrastructure (Next Gen Agency) was rolled out, which is based on the intensive use of internet connections and devices owned by agencies to support Network digitalisation and mobility;
    3. technological upgrading activities were completed, which led to the replacement of IBM mainframes with new Z16 hosts and another 50 software products with new, more modern solutions that made it possible to improve the technologies used as well as reduce operating costs;
    4. the process of extending the use of the Cloud set forth in the Strategic Plan continued, and framework agreements were signed with Google and AWS.

3. Integration and development of new ecosystems and Cybersecurity:

  • the new UNIPORT Platform for Bancassurance was designed and built, to support the sale of insurance products in the branch and on digital channels (Web and APP), integrated with banking systems and processes. The first digital product, UniSalute Sorriso, was also released on the BPER APP;
  • in the Cybersecurity area, migration to the new Microsoft "extended detection and response" platform was completed, introducing new security detection and management functions supported by AI algorithms.

Communications

In 2023, activities related to the Digital Image sphere were characterised by strong integration and cross action between the web and social areas, to increasingly harmonise them and to create reciprocal synergies in the Group's communications. The institutional content of the unipol.it and unipolsai.com websites has been continuously updated and the supervision of the shared information on these channels is increasingly based on a wider brand awareness.

A technological and functional upgrade and re-platforming project was also launched on both websites, together with significant updates on specific areas, in particular the Sustainability section and the Advertising & Brand section, with the publication of the new multimedia advertising campaign "Always one step ahead".

As concerns the Corporate Sponsorship Program, projects continued that seek to enhance the company's image by associating it with high-level partners and events, participating in events that have seen Unipol and UnipolSai alongside personalities of the sports, cultural and social spheres, with a view to long-term continuity.

On the sports front, digital projects were of particular importance, with original quality productions, relating to Ducati Corse with UnipolSai's sponsorship of the Team participating in the MotoGP world championship, and the Serie A Basketball League with the championship and play-offs sponsored by UnipolSai.

The originality and variety of the integrated communication actions carried out have guaranteed a strong impact in terms of both visibility and constant dialogue with society, with branded content (posts, videos) - created specifically for the most important projects - that has reached a broad and diversified target throughout the country through institutional websites and corporate social channels YouTube, Facebook, Instagram and X-Twitter, generating a reach of over 36m and over 44m impressions.

Non-recurring significant transactions and atypical and/or unusual transactions

For information on non-recurring significant transactions, please refer to the "Information on significant events" section relating to the merger which involved UnipolSai and UnipolRe.

Prompt disclosure on this transaction was provided to the market through specific press releases.

In 2023 there were no significant non-recurring events and transactions or atypical and/or unusual transactions, aside from any reported among the main events of the period, that, because of their significance, importance, nature of the counterparties involved in the transaction, transfer pricing procedures, or occurrence close to the end of the year, could give rise to doubts relating to: the accuracy and completeness of the information in the present documentation, a conflict of interest, the safeguarding of the company's assets or the protection of non-controlling shareholders.

Statement pursuant to Art. 2.6.2, paragraph 9 of the Regulation governing markets organised and managed by Borsa Italiana SpA

Pursuant to the requirements set forth in Art. 2.6.2, paragraph 8 of the Regulation governing markets organised and managed by Borsa Italiana SpA with reference to subsidiaries subject to the management and coordination of another company, it is hereby stated that the conditions set forth in Art. 16 of Consob Regulation no. 20249/2017 exist for UnipolSai.

Report on corporate governance and ownership structures for 2023

The information required by Art. 123-bis, Italian Legislative Decree 58 of 24 February 1998 as amended is included in the Annual Report on Corporate Governance, approved by the Board of Directors and published together with the management report.

The Annual Report on Corporate Governance is available in the "Governance/Corporate Governance System/Annual Report" Section on the Company's website (www.unipolsai.it).

Communication of non-financial information

With respect to the obligations laid out by Italian Legislative Decree 254 of 30 December 2016, on the communication of non-financial and diversity information by certain large undertakings and groups, please note that UnipolSai is not subject to this obligation as one of the cases of exemption and equivalence laid out in Art. 6, paragraph 2 applies to it, given that it is a subsidiary company included within the Consolidated Non-Financial Statement prepared by Unipol Gruppo.

Significant events after the reporting period

Group corporate rationalisation project

On 16 February 2024, the Board of Directors of UnipolSai Assicurazioni approved a project for the corporate rationalisation of the Unipol Group (the "Transaction"), to be carried out through the merger by incorporation (the "Merger") of UnipolSai, as well as Unipol Finance S.r.l., UnipolPart I S.p.A. and Unipol Investment S.p.A., companies wholly owned by Unipol Gruppo that hold investments in UnipolSai (the "Intermediate Holding Companies") into the holding company Unipol Gruppo.

The Merger swap ratio, determined by the administrative bodies of Unipol Gruppo and UnipolSai, is 3 Unipol Gruppo shares for every 10 UnipolSai shares.

As part of the Transaction, Unipol Gruppo also announced a voluntary public purchase offer (the "Offer") concerning all of the ordinary shares of UnipolSai not held directly or indirectly by Unipol Gruppo. The Offer concerns a maximum of 417,386,600 UnipolSai shares, representing 14.750% of the share capital. Unipol Gruppo will pay each participant in the Offer consideration of €2.700 (cum dividend, i.e. including the coupons relating to any dividends distributed by UnipolSai) for each share for which the Offer is accepted.

The Transaction will involve the streamlining of the corporate structure of the Unipol Group, while also simplifying the group's unitary management and governance decision-making processes, allowing UnipolSai shareholders that choose not to accept the Offer to:

  • (i) continue to be shareholders of one of the leading Italian insurance companies, listed on regulated markets, which will also act as parent of the Unipol Group, in line with the best national and international practices;
  • (ii) hold a share characterised by a significantly higher level of liquidity than that of the UnipolSai share;
  • (iii) increase its interest in the capital of the Unipol Group's bancassurance business partners (BPER and Banca Popolare di Sondrio), with benefits in terms of expected profitability and diversification in relation to both sources of revenue and risk factors.

UnipolSai and Unipol Gruppo also signed a framework agreement (the "Framework Agreement") intended to (i) establish the main terms and conditions of the Transaction, (ii) govern the preparatory and/or functional activities for its implementation, as well as (iii) establish the relative timing, the interim management of the Group companies and the Transaction conditions and methods of execution.

Subject to finalisation of the Merger, all UnipolSai shares will be cancelled and exchanged for Unipol Gruppo shares by Unipol Gruppo, with the exception of shares held directly and indirectly through the Intermediate Holding Companies, and treasury shares held by UnipolSai, which will be cancelled with no share swap. In order to assign the swap shares, Unipol Gruppo may approve an increase in its share capital by a maximum of €299,742,415.54, by issuing up to 125,258,009 new ordinary shares with normal dividend rights. Furthermore, if, on conclusion of the Offer, Unipol Gruppo directly and indirectly holds the entire share capital of UnipolSai, it will not be necessary to issue Unipol Gruppo shares and the Merger will take place with no share swap.

The Merger will be subject to the approval of the extraordinary shareholders' meetings of, respectively, UnipolSai, Unipol Gruppo and the Intermediate Holding Companies, and its completion will be subject, inter alia, without prejudice to the waiver of the parties where permitted, to obtaining the necessary regulatory authorisations and the nonoccurrence of particularly significant events such as to significantly affect the assumptions underlying the Merger.

The Extraordinary Shareholders' Meeting of Unipol Gruppo convened to approve the Merger will also be called upon to express an opinion on the amendment to the By-Laws of Unipol Gruppo made necessary, among other things, by the change in the corporate purpose. The holders of ordinary Unipol Gruppo shares who did not participate in the approval of the Merger Plan and, therefore, in the amendment of the corporate purpose, will have the right of withdrawal pursuant to Art. 2437, paragraph 1, letter a) of the Italian Civil Code (the "Right of Withdrawal").

The effectiveness of the Right of Withdrawal is subject to the finalisation of the Merger which, in turn, is subject, inter alia, to the circumstance that the total outlay of Unipol Gruppo against any exercise of the Right of Withdrawal does not exceed €100m, without prejudice to the waiver of Unipol Gruppo and UnipolSai.

Any approval of the Merger resolution will not give rise to any right of withdrawal in favour of UnipolSai shareholders, as none of the conditions in Art. 2437 of the Civil Code or in other legal provisions are satisfied.

Without prejudice to the above, the Merger is expected to be completed by the end of 2024.

The Merger qualifies as a "related party transaction" pursuant to the Regulation on Transactions with Related Parties adopted by CONSOB with resolution no. 17221 of 12 March 2010, as amended (the "RPT Regulation") and the procedures for carrying out transactions with related parties adopted by UnipolSai, by virtue of the relationship of control between Unipol Gruppo and UnipolSai, and - specifically - as a transaction with related parties "of major significance".

Therefore, the Framework Agreement was approved by the UnipolSai Board of Directors after obtaining the favourable opinion of the Related Party Transactions Committee regarding the interest of UnipolSai in the Transaction as well as the cost effectiveness and substantial fairness of the relative conditions.

Merger by incorporation of Centri Medici Dyadea into Società e Salute SpA

On 14 December 2023, the deed for the merger by incorporation of Centri Medici Dyadea Srl into Società e Salute was signed. Considering that the share capital of the companies participating in the merger is entirely held by the same sole shareholder UnipolSai, pursuant to Art. 2505 of the Civil Code, the Merger took place in simplified form, did not entail an increase in the share capital of the incorporating company and took place through the cancellation of the equity investment constituting the share capital of the merged company. The Merger became effective for legal, accounting and tax purposes as of 1 January 2024. The carrying amount of Società e Salute was increased by an amount equal to the carrying amount of Centri Medici Dyadea. Following the merger of Centri Medici Dyadea, Società e Salute acquired 100% of the share capital of Gratia et Salus for a total of €3,707k.

Trade union agreement relating to the Supplementary Corporate Agreement

On 28 February 2024, a possible bridge agreement was signed with the Trade Unions, subject to the approval of workers in the insurance sector by means of a referendum and by the Board of Directors on 21 March 2024. The aim of this agreement was to improve company welfare benefits (supplementary pension and welfare credit, the latter valid for 2024), while also recognising an improvement in the Variable Company Bonus, in correlation with the use of holidays and mandatory training, and a one-off amount for the years 2022 and 2023.

UnipolSai and Ducati Corse together in the MotoGP challenge

The new great challenge of Ducati Corse in the MotoGP World Championship will again see UnipolSai across the side panels of the Borgo Panigale team as Official Sponsor through a renewed partnership already for the 2024 and 2025 seasons. The agreement with Ducati sees the UnipolSai brand present on the riders' suits, on their caps, on the team uniforms and on the tail of the two red sport bikes of Borgo Panigale, as well as on various other Ducati Corse materials provided in the paddock for each of the 22 scheduled races, starting with the inaugural Qatar GP on the weekend of 8- 10 March 2024. The renewed partnership between UnipolSai and the Borgo Panigale company therefore confirms the common path of two excellent Italian brands, united by shared values, passion and aptitude for innovation.

Recognitions

On 8 February 2024, during the award ceremony of the MF Insurance Awards 2024, 4 "Compagnia di Valore" awards were won by UnipolSai for the "Best technical result": "Best Technical Result in the Assistance Class", "Best Technical Result in the Land Vehicle Hulls Class", "Best Technical Result in the Legal Expenses Class" and "Best Technical Result in the General TPL Class". UnipolSai also won the Insurance Elite award ("Best ecosystem strategy") for the new business acquisition campaign for healthcare (Centro Medico Santagostino) and mobility (long-term rental) in symbiosis with the protection offer, in addition to the MF Innovazione award for the Omnichannel Evolution of the distribution model.

Business outlook

International macroeconomic forecasts for the year 2024 are characterised by expectations of a gradual recovery, moreover already underway towards the end of 2023, of the inflationary tensions that followed the rally in raw materials and the critical logistics issues triggered by the pandemic crises and the war between Russia and Ukraine. The financial markets therefore expect a reduction in interest rates by the main Central Banks during 2024.

However, uncertainties surrounding the global economy persist, with very low growth estimates in the Eurozone, and high concerns about growing geopolitical tensions exacerbated by the ongoing conflict in Palestine and the threat of its expansion to the Red Sea area, with repercussions on transport costs and delays in the supply chain. In Italy, despite the drives deriving from the NRRP, GDP growth is still expected to be weak after the modest increase of 0.9% recorded in 2023.

With regard to the Non-Life insurance business, the effects of ongoing climate change, which generated a peak in claims in 2023, are leading to changes in products, at both tariff and regulatory level, in addition to a revision of reinsurance treaties. As concerns MV TPL, although in a still highly competitive market context, ongoing actions are aimed at achieving positive margins by favouring portfolio selection and cost containment, also thanks to the know-how acquired in the area of telematics and the constant increase in MV claims channelled to the UnipolService and UnipolGlass networks, allowing for excellent results in terms of limiting average repair costs.

In the Life segment, traditional Class I products will continue to be offered across all production networks in 2024 as well, to promote the profitability of segregated funds, alongside multi-segment and protection products, while maintaining leadership in the Pension Funds sector.

As set forth in our 2022-2024 Strategic Plan, after two years in which all ecosystems in which the Group is active recorded strong growth, both internally and externally, in 2024 activities will be focused on the integration and consolidation of the various businesses. In this sense, the Dyadea health centres merged as of 1 January 2024 with the Santagostino Medical Centres. Together, they have 45 facilities in different Italian cities and strengthen the offer of the Welfare ecosystem, which is one of the Group's main strategic assets.

Overall, the information currently available makes it possible to confirm, in the absence of currently unforeseeable events, also linked to the deterioration of the reference context, that its consolidated income trends for the year under way are in line with the objectives laid out in the 2022-2024 Strategic Plan.

Bologna, 21 March 2024

The Board of Directors

  1. Financial Statements for

the year 2023

Financial statements

Statement of Financial Position Year 2023 Amounts in €

Annex I

Company UnipolSai Assicurazioni S.p.A.

Share capital Subscribed € 2,031,456,338 Paid-up € 2,031,456,338

Registered Office at BOLOGNA - Via Stalingrado 45

2 Financial Statements for the year 2023

Statement of financial position

ASSETS

AMOUNTS FOR THE YEAR
A.
SUBSCRIBED CAPITAL, UNPAID
1
of which called 2
B.
INTANGIBLE ASSETS
1. Acquisition commissions to be amortised
a) Life business 68,372,532
3
b) Non-Life business 15,832,916
4
84,205,448
5
2. Other acquisition costs 6
3. Start-up and expansion costs 7
4. Goodwill 249,148,474
8
5. Other long-term costs 417,012,343
9
750,366,265
10
C.
INVESTMENTS
I - Land and buildings
1. Property for corporate business 523,595,866
11
2. Property for use by third parties 605,751,321
12
3. Other property 9,222,837
13
4. Other property rights 2,279,472
14
5. Fixed assets in progress and payments on account 15 1,140,849,496
16
II - Investments in group companies and other investees
1. Shares and holdings in:
a) holding companies 2,861,411
17
b) subsidiaries 3,128,695,495
18
c) affiliates 63,341,551
19
d) associates 80,632,300
20
e) other 500,133,951
21
3,775,664,708
22
2. Bonds issued by
a) holding companies 23
b) subsidiaries 24
c) affiliates 25
d) associates 26
e) other 70,383,747
27
70,383,747
28
3. Loans to:
a) holding companies 29
b) subsidiaries 836,812,577
30
c) affiliates 31
d) associates 6,015,319
32
e) other 33 842,827,896
34
4,688,876,351
35
to be carried forward 750,366,265

AMOUNTS FOR THE PREVIOUS YEAR
181
182
65,502,799
183
16,058,757
184
81,561,556
185
186
187
288,853,095
188
367,364,448
189
737,779,099
190
486,659,485
191
641,412,191
192
9,095,978
193
2,279,472
194
195 1,139,447,126
196
2,561,414
197
3,349,589,098
198
63,341,551
199
31,154,159
200
333,334,516
201
3,779,980,738
202
203
204
205
206
32,326,501
207
32,326,501
208
209
336,812,577
210
211
8,323,518
212
213 345,136,095
214
4,157,443,334
215
to be carried forward 737,779,099

Statement of financial position

ASSETS

amount carried forward
750,366,265
C.
INVESTMENTS (continued)
III - Other financial investments
1. Shares and holdings
a) Listed shares
1,046,956,697
36
b) Unlisted shares
247,146,007
37
c) Holdings
1,294,102,704
38
39
2. Mutual investment fund units
4,973,956,436
40
3. Bonds and other fixed-yield securities
a) listed
28,936,704,434
41
b) unlisted
528,662,512
42
c) convertible bonds
29,465,366,946
43
44
4. Loans
a) collateralised loans
45
b) loans on policies
10,361,280
46
c) other loans
11,112,299
21,473,579
47
48
5. Mutual investment units
49
6. Bank deposits
9,363,562
50
7. Sundry financial investments
23,440,574
35,787,703,801
51
52
IV - Deposits with ceding companies
378,166,530
41,995,596,178
53
54
D.
INVESTMENTS BENEFITING LIFE BUSINESS
POLICYHOLDERS THAT BEAR THE RISK
AND INVESTMENTS ARISING FROM PENSION FUND
MANAGEMENT
I - Investments linked to investment
funds and market indices
1,274,330,394
55
II - Investments arising from pension fund management
6,087,095,769
7,361,426,163
56
57
D.
bis TECHNICAL PROVISIONS - REINSURERS' SHARE
I - NON-LIFE BUSINESS
1. Premium provision
89,598,707
58
2. Claims provision
846,982,528
59
3. Provision for profit sharing and reversals
60
4. Other technical provisions
936,581,235
61
62
II - LIFE BUSINESS
1. Mathematical provisions
12,327,365
63
2. Premium provision from supplementary insurance
64
3. Provision for amounts payable
2,336,111
65
4. Provision for profit sharing and reversals
66
5. Other technical provisions
67
6. Technical provisions where the investment risk
is borne by policyholders and provisions arising
from pension fund management
14,663,476
951,244,711
68
69
70
to be carried forward
AMOUNTS FOR THE YEAR
51,058,633,317

AMOUNTS FOR THE PREVIOUS YEAR
amount carried forward 737,779,099
1,539,480,289
216
248,929,898
217
218 1,788,410,187
219
5,107,661,602
220
29,288,975,408
221
532,484,754
222
223 2,000
29,821,462,162
224
225
11,597,742
226
10,318,114
227
21,915,856
228
229
19,096,832
230
39,858,226
231
36,798,404,865
232
195,165,929
233
42,290,461,254
234
1,139,934,611
235
4,644,463,886
236
5,784,398,497
237
85,951,681
238
412,587,602
239
240
241 498,539,283
242
12,269,327
243
244
2,044,848
245
246
247
248 14,314,175
249
512,853,458
250
to be carried forward 49,325,492,308

Statement of financial position

ASSETS

AMOUNTS FOR THE YEAR
amount carried forward 51,058,633,317
E.
RECEIVABLES
I - Receivables relating to direct insurance business from:
1. Policyholders
a) for premiums for the year 642,135,573
71
b) for premiums for previous years 2,935,938
72
645,071,511
73
2. Insurance intermediaries 959,784,950
74
3. Insurance company current accounts 18,494,918
75
4. Policyholders and third parties for amounts to be
collected
165,452,840
76
1,788,804,219
77
II - Receivables relating to reinsurance business, from:
1. Insurance and reinsurance companies 212,007,923
78
2. Reinsurance intermediaries 6,072
79
212,013,995
80
III - Other receivables 3,370,505,974
81
5,371,324,188
82
F.
OTHER ASSETS
I - Property, plant and equipment and inventories:
1. Office furniture and machines and internal means of
transport
49,857,603
83
2. Movable assets entered in public registers 84
3. Plant and equipment 21,445,545
85
4. Inventories and sundry goods 4,379,840
86
75,682,988
87
II - Cash and cash equivalents
1. Bank deposits and post office accounts 537,341,935
88
2. Cheques and cash in hand 20,663
89
537,362,598
90
IV - Other assets
1. Transitory reinsurance accounts 92
2. Sundry assets 878,981,746
93
878,981,746
94
1,492,027,332
95
G.
ACCRUALS AND DEFERRALS
1. Interest 347,565,404
96
2. Rental income 3,509,417
97
3. Other accruals and deferrals 32,470,693
98
383,545,514
99
TOTAL ASSETS 58,305,530,351
100

AMOUNTS FOR THE PREVIOUS YEAR
amount carried forward 49,325,492,308
573,265,572
251
2,916,298
252
576,181,870
253
999,063,718
254
21,524,811
255
132,659,274
256
1,729,429,673
257
40,587,103
258
6,226
259
40,593,329
260
2,506,597,759
261
4,276,620,761
262
48,782,733
263
264
17,590,632
265
4,379,840
266
70,753,205
267
461,324,669
268
17,965
269
461,342,634
270
272
946,559,341
273
946,559,341
274
1,478,655,180
275
308,664,830
276
3,696,422
277
31,662,953
278
344,024,205
279
55,424,792,454
280

Statement of financial position

LIABILITIES AND SHAREHOLDERS' EQUITY

AMOUNTS FOR THE YEAR
A.
SHAREHOLDERS' EQUITY
I
- Subscribed capital or equivalent provision
2,031,456,338
101
II - Share premium reserve 407,255,806
102
III - Revaluation reserves 96,559,196
103
IV - Legal reserve 406,291,268
104
V
- Statutory reserve
105
VI - Reserve for shares of the holding company 2,861,411
400
VII - Other reserves 2,772,313,170
107
VIII - Retained profit (loss) 108
IX - Profit (loss) for the year 624,483,966
109
X - Negative reserve for treasury shares (2,228,964)
401
6,338,992,191
110
B.
SUBORDINATED LIABILITIES
1,750,000,000
111
C.
TECHNICAL PROVISIONS
I - NON-LIFE BUSINESS
1. Premium provision 3,194,193,047
112
2. Claims provision 11,377,080,823
113
3. Provision for profit sharing and reversals 3,524,329
114
4. Other technical provisions 751,501
115
5. Equalisation provisions 49,881,901
116
14,625,431,601
117
II - LIFE BUSINESS
1. Mathematical provisions 25,744,524,091
118
2. Premium provision from supplementary insurance 646,315
119
3. Provision for amounts payable 259,660,218
120
4. Provision for profit sharing and reversals 5,200,051
121
5. Other technical provisions 98,597,038
122
26,108,627,713
123
40,734,059,314
124
D.
TECHNICAL PROVISIONS WHERE THE INVESTMENT RISK IS BORNE
BY POLICYHOLDERS AND ARISING FROM PENSION FUND MANAGEMENT
I - Provisions relating to contracts connected to
investment funds and market indices
1,274,330,393
125
II - Provisions arising from pension fund management 6,087,095,769
126
7,361,426,162
127
to be carried forward 56,184,477,667

AMOUNTS FOR THE PREVIOUS YEAR
281 2,031,456,338
282 407,255,806
283 96,559,196
284 406,291,268
285
500 2,561,414
287 3,080,620,830
288
289 144,730,885
501 (2,487,847) 290 6,166,987,890
291 1,830,000,000
3,099,848,329
292
9,864,013,006
293
3,706,388
294
462,524
295
95,645,896
296
297 13,063,676,143
25,849,264,973
298
674,995
299
250,133,242
300
5,908,653
301
98,004,725
302
303 26,203,986,588 304 39,267,662,731
1,139,934,611
305 4,644,463,885 5,784,398,496
to be carried forward 306 307 53,049,049,117

Statement of financial position

LIABILITIES AND SHAREHOLDERS' EQUITY

AMOUNTS FOR THE YEAR
amount carried forward 56,184,477,667
E.
PROVISIONS FOR RISKS AND CHARGES
1. Post-employment benefits and similar obligations 1,553,390
128
2. Provisions for taxes 13,468,914
129
3. Other provisions 463,753,209
130
478,775,513
131
F.
DEPOSITS RECEIVED FROM REINSURERS
129,364,951
132
G.
PAYABLES AND OTHER LIABILITIES
I
-Payables arising from direct insurance business, to:
1. Insurance intermediaries 34,976,406
133
2. Insurance company current accounts 12,083,552
134
3. Policyholders for guarantee deposits and premiums 30,655,981
135
4. Guarantee funds in favour of the policyholders 112,023
136
77,827,962
137
II -Payables arising from reinsurance business, to:
1. Insurance and reinsurance companies 69,580,498
138
2. Reinsurance intermediaries 3,486,192
139
73,066,690
140
III - Bond loans 141
IV - Payables to banks and financial institutions 142
V
- Collateralised payables
143
VI - Sundry loans and other financial payables 2,289,768
144
VII - Post-employment benefits 26,607,868
145
VIII - Other payables
1. Policyholders' tax due 149,590,349
146
2. Sundry tax payables 32,181,003
147
3. Social security charges payable 31,938,334
148
4. Sundry payables 180,975,874
149
394,685,560
150
IX - Other liabilities
1. Transitory reinsurance accounts 151
2. Commissions for premiums under collection 121,145,740
152
3. Sundry liabilities 767,849,182
153
888,994,922
154
1,463,472,770
155
H.
ACCRUALS AND DEFERRALS
1. Interest 48,644,396
156
2. Rental income 30,829
157
3. Other accruals and deferrals 764,225
158
49,439,450
159
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY 58,305,530,351
160

AMOUNTS FOR THE PREVIOUS YEAR
amount carried forward 53,049,049,117
308 1,409,349
309 27,908,508
310 538,842,578 311 568,160,435
312 125,336,728
25,964,291
313
8,682,442
314
27,829,370
315
360,179
316
317 62,836,282
68,635,568
318
339,839
319
320 68,975,407
321
322
323
324 5,631,810
325 39,737,427
152,820,466
326
29,588,570
327
34,713,002
328
396,556,450
329
330 613,678,488
331
88,686,883
332
752,384,990
333
334 841,071,873 335 1,631,931,287
336 50,011,820
337 14,787
338 288,280 339 50,314,887
340 55,424,792,454

2 Financial Statements for the year 2023

The undersigned declare that these financial statements are truthful and comply with the records.

Legal representatives of the Company (*)

The Chairman

Carlo Cimbri (**)

(*) For foreign companies, a signature of the general representative for Italy is required.

(**) Specify the office of the party signing

Financial statements

Income statement Year 2023 Amounts in €

Annex II

Company UnipolSai Assicurazioni S.p.A.

Share capital Subscribed € 2,031,456,338

Paid-up € 2,031,456,338

Registered Office at

BOLOGNA - Via Stalingrado 45

2 Financial Statements for the year 2023

Income statement

AMOUNTS FOR THE YEAR
I. NON-LIFE BUSINESS TECHNICAL ACCOUNT
1. EARNED PREMIUMS, NET OF REINSURANCE
a) Gross premiums written 1 7,439,667,488
b) (-) Premiums ceded to reinsurers 2 280,586,279
c) Change in the gross amount of the premium provision 3 72,463,711
d) Change in reinsurers' share of the premium provision 4 1,659,718 5 7,088,277,216
2. (+) INVESTMENT INCOME TRANSFERRED FROM THE NON-TECHNICAL ACCOUNT
(ITEM III.6)
6 455,510,534
3. OTHER TECHNICAL INCOME, NET OF REINSURANCE 7 17,001,626
4. CHARGES RELATING TO CLAIMS, NET OF AMOUNTS RECOVERED AND REINSURANCE
a) Amounts paid
aa) Gross amount 8 4,923,849,520
bb) (-) reinsurers' share 9 163,479,513 10 4,760,370,007
b) Change in recoveries net of the reinsurers' share
aa) Gross amount 11 204,830,448
bb) (-) reinsurers' share 12 22,566,268 13 182,264,180
c) Change in claims provision
aa) Gross amount 14 804,279,749
bb) (-) reinsurers' share 15 434,834,882 16 369,444,867 17 4,947,550,694
5. CHANGE IN OTHER TECHNICAL PROVISIONS, NET OF REINSURANCE 18 288,977
6. REVERSALS AND PROFIT SHARING, NET OF REINSURANCE 19 2,909,787
7. OPERATING EXPENSES:
a) Acquisition commissions 20 1,310,814,917
b) Other acquisition costs 21 269,566,978
c) Change in commissions and other acquisition costs
to be amortised
22 (225,842)
d) Collection commissions 23 164,621,675
e) Other administrative expenses 24 417,782,408
f) (-) Commissions and profit sharing from reinsurers 25 80,896,060 26 2,082,115,760
8. OTHER TECHNICAL CHARGES, NET OF REINSURANCE 27 145,673,531
9. CHANGE IN EQUALISATION PROVISIONS 28 (45,763,995)
10. NON-LIFE BUSINESS TECHNICAL RESULT (Item III.1) 29 428,014,622

AMOUNTS FOR THE PREVIOUS YEAR
111 7,199,913,824
112 299,379,816
113 84,574,826
114 (3,727,627) 115 6,812,231,555
116 120,602,465
117 15,866,353
4,580,091,339
118
105,661,943
4,474,429,396
119 120
167,650,518
121
26,620,698
122
123 141,029,820
(4,604,310)
124
12,687,398
125
126 (17,291,708) 127 4,316,107,868
128 (64,450)
129 2,184,848
130 1,306,148,396
131 305,862,534
811,002
132
133
161,461,972
134 400,946,402
135 82,893,746 136 2,090,714,556
137 99,421,900
138 6,457,310
139 433,878,341

2 Financial Statements for the year 2023

Income Statement

AMOUNTS FOR THE YEAR
II. LIFE BUSINESS TECHNICAL ACCOUNT
1. PREMIUMS FOR THE YEAR, NET OF REINSURANCE:
a) Gross premiums written 30 3,811,025,426
b) (-) Premiums ceded to reinsurers 31 8,191,832 32 3,802,833,594
2. GAINS ON INVESTMENTS:
a) Gains arising from shares and holdings 33 71,642,978
(of which: from group companies and other investees 34 34,218,323
)
b) Gains on other investments:
aa) from land and buildings 154,275
35
bb) from other investments 922,277,120
36
37 922,431,395
(of which: from group companies and other investees 38 13,582,844
)
c) Reversals of value adjustments on investments 39 83,500,223
d) Gains on realisation of investments 40 93,411,256
(of which: from group companies and other investees 41 ) 42 1,170,985,852
3. UNREALISED GAINS RELATING TO INVESTMENTS BENEFITING POLICYHOLDERS THAT
BEAR THE RISK AND INVESTMENTS ARISING FROM PENSION FUND MANAGEMENT 43 515,515,559
4. OTHER TECHNICAL INCOME, NET OF REINSURANCE 44 53,675,879
5. CHARGES RELATING TO CLAIMS, NET OF REINSURANCE
a) Amounts paid
aa) Gross amount 3,177,901,006
45
bb) (-) Reinsurers' share 3,009,670
46
47 3,174,891,336
b) Change in provision for amounts payable
aa) Gross amount 8,833,459
48
bb) (-) Reinsurers' share 291,263
49
50 8,542,196 51 3,183,433,532
6. CHANGE IN MATHEMATICAL PROVISIONS AND OTHER TECHNICAL PROVISIONS,
NET OF REINSURANCE
a) Mathematical provisions
aa) Gross amount (167,006,995)
52
bb) (-) Reinsurers' share 58,038
53
54 (167,065,033)
b) Premium provision from supplementary insurance:
aa) Gross amount (28,680)
55
bb) (-) Reinsurers' share 56 57 (28,680)
c) Other technical provisions
aa) Gross amount 592,313
58
bb) (-) Reinsurers' share 59 60 592,313
d) Technical provisions where the investment risk is borne
by the policyholders and arising from pension fund management
aa) Gross amount 1,638,642,194
61
bb) (-) Reinsurers' share 62 63 1,638,642,194 64 1,472,140,794

AMOUNTS FOR THE PREVIOUS YEAR
140 3,392,523,553
141 7,855,853 142 3,384,667,700
143 76,178,450
(of which: from group companies and other investees 144 42,100,888
)
145 146,837
146 979,125,470 147 979,272,307
(of which: from group companies and other investees 148 12,865,184
)
149 27,441,092
150 163,035,487
(of which: from group companies and other investees 151 165,120 ) 152 1,245,927,336
153 181,270,146
154 46,149,920
155 2,619,752,976
156 4,493,836 157 2,615,259,140
158 (19,895,404)
159 149,526 160 (20,044,930) 161 2,595,214,210
328,170,075
162 408,080 327,761,995
163 164
(3,867)
165 (3,867)
166 167
168 1,484,682
169 170 1,484,682
171 392,294,772
172 173 392,294,772 174 721,537,582

2 Financial Statements for the year 2023

Income Statement

AMOUNTS FOR THE YEAR
7. REVERSALS AND PROFIT SHARING, NET OF REINSURANCE 65 332,639
8. OPERATING EXPENSES:
a) Acquisition commissions 66 51,689,124
b) Other acquisition costs 67 38,200,554
c) Change in commissions and other acquisition costs
to be amortised 68 2,869,732
d) Collection commissions 69 4,840,073
e) Other administrative expenses 70 67,862,773
f) (-) Commissions and profit sharing from reinsurers 71 498,269 72 159,224,523
9. ASSET AND FINANCIAL CHARGES:
a) Investment management expenses and interest expense 73 103,229,023
b) Value adjustments to investments 74 65,708,419
c) Losses on realisation of investments 75 80,187,302 76 249,124,744
10. UNREALISED ASSET AND FINANCIAL CHARGES RELATING TO INVESTMENTS
BENEFITTING POLICYHOLDERS THAT BEAR THE RISK AND INVESTMENTS
ARISING FROM PENSION FUND MANAGEMENT 77 120,332,504
11. OTHER TECHNICAL CHARGES, NET OF REINSURANCE 78 59,021,494
12. (-) SHARE OF PROFITS ON INVESTMENTS TRANSFERRED TO
NON-TECHNICAL ACCOUNT (item III.4) 79 94,094,125
13. LIFE BUSINESS TECHNICAL RESULT (item III.2) 80 205,306,529
III. NON-TECHNICAL ACCOUNT
1. NON-LIFE BUSINESS TECHNICAL RESULT (item I.10) 81 428,014,622
2. LIFE BUSINESS TECHNICAL RESULT (item II.13) 82 205,306,529
3. GAINS ON NON-LIFE BUSINESS INVESTMENTS:
a) Gains arising from shares and holdings 83 145,349,846
(of which: from group companies and other investees 84 83,906,487
)
b) Gains on other investments:
aa) from land and buildings 39,425,703
85
bb) from other investments 396,280,702
86
87 435,706,405
(of which: from group companies and other investees 88 38,479,501
)
c) Reversals of value adjustments on investments 89 53,043,582
d) Gains on realisation of investments 90 357,657,587
(of which: from group companies and other investees 91 ) 92 991,757,420

AMOUNTS FOR THE PREVIOUS YEAR
175 732,036
176 53,473,176
177 35,499,948
178 2,478,761
179 5,096,739
180 66,378,744
181 319,528 182 157,650,318
183 174,757,823
184 307,812,879
185 294,859,747 186 777,430,449
187 677,247,948
188 55,022,859
189
190 (126,820,300)
191 433,878,341
192 (126,820,300)
193 131,696,963
(of which: from group companies and other investees 194 92,487,581 )
37,260,560
195
423,159,914
196
197 460,420,474
(of which: from group companies and other investees 198 23,315,799 )
199 33,599,767
200 261,870,232
(of which: from group companies and other investees 201 ) 202 887,587,436

2 Financial Statements for the year 2023

Income Statement

AMOUNTS FOR THE YEAR
4. (+) SHARE OF PROFITS ON INVESTMENTS TRANSFERRED FROM
LIFE BUSINESS TECHNICAL ACCOUNT (item II.12)
93 94,094,125
5. NON-LIFE BUSINESS ASSET AND FINANCIAL CHARGES:
a) Investment management expenses and interest expense 94 116,222,624
b) Value adjustments to investments 95 161,896,909
c) Losses on realisation of investments 96 77,092,821 97 355,212,354
6. (-) SHARE OF PROFITS ON INVESTMENTS TRANSFERRED TO NON-LIFE
BUSINESS TECHNICAL ACCOUNT (item I.2)
98 455,510,534
7. OTHER INCOME 99 240,028,815
8. OTHER CHARGES 100 349,187,837
9. PROFIT (LOSS) FROM ORDINARY OPERATIONS 101 799,290,786
10. EXTRAORDINARY INCOME 102 67,252,779
11. EXTRAORDINARY EXPENSES 103 61,426,364
12. PROFIT (LOSS) FROM EXTRAORDINARY OPERATIONS 104 5,826,415
13. PRE-TAX PROFIT (LOSS) 105 805,117,201
14. INCOME TAX FOR THE YEAR 106 180,633,235
15. PROFIT (LOSS) FOR THE YEAR 107 624,483,966

AMOUNTS FOR THE PREVIOUS YEAR
203
204 92,748,812
205 437,084,579
206 187,272,325 207 717,105,716
208 120,602,465
209 168,829,830
210 315,697,105
211 210,070,021
212 157,136,388
213 221,203,116
214 (64,066,728)
215 146,003,293
216 1,272,409
217 144,730,884

2 Financial Statements for the year 2023

The undersigned declare that these financial statements are truthful and comply with the records.

Legal representatives of the Company (*)

The Chairman

Carlo Cimbri (**)

(*) For foreign companies, a signature of the general representative for Italy is required.

(**) Specify the office of the party signing

  1. Notes to the Financial Statements

3 Notes to the Financial Statements

Foreword

The Company purpose is management of all insurance, reinsurance and capitalisation classes allowed by law.

The Company can also manage supplementary pension schemes allowed by current law and subsequent amendments and supplements, as well as set up, form and manage open pension funds and carry on activities additional to or functional for managing these funds.

The financial statements have been prepared in observance of current statutory rules and those specific for the insurance sector. More specifically, they have been drawn up in compliance with the provisions set forth under Title VIII of Italian Legislative Decree 209 of 7 September 2005 (Insurance Code), of Italian Legislative Decree 173 of 26 May 1997 and ISVAP Regulation no. 22 of 4 April 2008 (the "Regulation") as amended, and implementing the instructions issued on the subject by the Supervisory Authority. For whatever is not explicitly regulated by the regulations of the sector, please refer to the general rules regarding financial statements in the Civil Code and the accounting standards issued by the Italian Accounting Standards Setter (OIC).

The financial statements comprise the Statement of financial position, the Income statement and these Notes along with their annexes, prepared according to the statements laid out in accordance with the Regulation. They are accompanied by the Statement of cash flows prepared in free form.

It is also accompanied by the Management Report.

The Statement of financial position and the Income statement are drawn up in Euro, without decimals, whilst amounts indicated in the Notes to the financial statements and the other tables are expressed in €k, unless otherwise indicated. The layout of the financial statements offers a comparison with the figures of the previous year. No significant events occurred after year end that could affect the financial statement results.

In order to supplement the disclosures provided in the aforementioned mandatory statements, the reclassification tables of the statement of financial position and income statement, as well as the statement of changes in shareholders' equity, are annexed.

The measurement criteria were adopted on the basis of going concern assumptions, in application of the principles of accrual, materiality and significance of the accounting data.

The UnipolSai administrative bodies and the manager in charge of financial reporting have provided the statement on the financial statements pursuant to Art. 81-ter, Consob Regulation 11971 of 14 May 1999, as amended.

The financial statements of UnipolSai are audited by the independent auditors EY S.p.A., which has been appointed to audit the financial statements of the Company for the 2021-2029 period.

Accounting effects of the merger by incorporation of UnipolRe into UnipolSai

The Merger was carried out at current values and took place, pursuant to Art. 2505, first and second paragraphs of the Civil Code, without any share swap or share capital increase of the incorporating company, proceeding with the cancellation of all shares of the merged company and the allocation of all shareholders' equity components of that company to UnipolSai.

The Merger became effective for legal, accounting and tax purposes on 31 December 2023 and, therefore, the balance sheet items of the merged company were recognised on the basis of appropriate valuations at the same date. Since this is a cross-border merger without the maintenance of a permanent establishment abroad, the assets and liabilities transferred from Ireland to Italy are measured at normal value for the determination of income taxes (in line with the provisions of Art. 166-bis of the Consolidated Law on Finance). The Post-Merger Balance Sheet of UnipolSai therefore incorporated the amounts of the assets and liabilities of the merged company at current values at 31 December 2023 also valid for tax purposes.

The assets and liabilities of the merged company were assigned to the Non-Life and Life segments of the incorporating company as applicable where directly attributable, supplementing the net assets specifically attributable to the Life business with a portion of the securities portfolio and other minor items up to the amount of the value of the investment held by UnipolSai that was allocated to the Life business.

The overall investment held by UnipolSai in UnipolRe, appropriately written down to the value of the net assets of the merged company, was cancelled without generating any merger surplus or deficit. The reciprocal relationships between the incorporating company and the merged company, which ceased to exist due to the merger, were also eliminated, and lastly the business component returned by UnipolRe to the market, underpinned by reinsurance contracts from UnipolSai, was reclassified as a business sold.

Lastly, please refer to the Management Report under the paragraph "Merger by incorporation of UnipolRe into UnipolSai", where a dedicated table shows the overall effect of the Merger on the individual items of the Statement of financial position.

EU ESEF Regulation - Financial statements in the single electronic reporting format

The "Transparency Directive" (2004/109/EC) requires listed companies to publish their annual financial report in the "single electronic reporting format". To this end, Regulation (EU) 2019/815 of 2018 (the "ESEF Regulation"), as supplemented by national regulations, imposed the obligation of drafting such reporting in XHTML format starting from 2021, also marking up certain information in the consolidated financial statements using XBRL specifications. In particular, the consolidated financial statements contain the mark-up of numerical data contained in the statement of financial position, income statement and comprehensive income statement, statement of changes in shareholders' equity and statement of cash flows, as well as the information elements identified in Annex II of the regulation if these are reported in the explanatory notes.

3 Notes to the Financial Statements

Part A: Measurement criteria

The accounting policies and the most significant criteria used in drawing up the financial statements are set out below.

Intangible assets

Intangible assets of a long-lasting nature are recorded at purchase or production cost. The accessory charges are also included in the purchase cost while the production cost comprises all costs directly chargeable to the single assets. They are amortised from the time they become available for use, or when they in any case generate economic benefits.

Acquisition commissions to be amortised

The acquisition commissions on Non-Life long-term contracts are capitalised and amortised on a straight-line basis over three years. For the Life business, the commissions are amortised up to their respective loading, based on the duration of the contract, for a period no longer than ten years.

All other charges pertaining to acquisition of the contracts and their management are reflected in the income statement of the year when they are incurred.

Start-up and expansion costs

Expense incurred if the company is set up or for amendments to the By-Laws is recorded in this item. Charges regarding capital increases are amortised in a maximum period of five years, starting from the year when the capital increase takes effect, taking into account their future utility and their presumed useful life.

Goodwill

The goodwill acquired against payment is recorded under assets at cost, since it is included in the amount paid for the acquisition, and it is amortised on the basis of the useful life over a maximum period not longer than 20 years.

Other long-term costs

Long-term costs comprise those incurred for company reorganisation projects and increasing costs on leased real estate.

These costs are amortised in a period ranging from two to ten years in consideration of their functionality and presumed useful life. For projects under development, amortisation is suspended until the year in which they are first used.

Costs for purchases of portfolio regarding the Life business are amortised on a straight-line basis, in consideration of the average residual life of the contracts involved.

Trademarks are amortised in ten years.

Other long-term costs are amortised over their estimated useful lives.

Investments

Land and buildings

Properties are classified as fixed assets.

The costs of improvements and conversions are capitalised if they result in an increase in the useful life of the assets and of their profitability.

Properties used in operations for use by the company or leased to third parties are depreciated with a 3% constant rate. The land, including the portions of land regarding the buildings, is accounted for separately and is not depreciated.

The properties not used for corporate business but instead as residential property are also depreciated, unless the constant maintenance carried out to prolong their use over time and retain their value justifies not depreciating them. Assets that suffer impairment losses are written down.

The market value of the properties is given by an expert's analytical assessment for each real estate portion, unit or complex made by an independent external entity. Both the estimate reports and the external entity meet the requirement set forth in ISVAP Regulation no. 22 of 4 April 2008 and subsequent integrations or amendments (Art. 16 to 20).

Investments in group companies and other investees

These are mainly represented by long-term commitments such as controlling interests, interests in affiliates and in other companies.

The investments concerned are recognised at purchase or subscription cost or at a value below cost if, on the basis of the financial position of the companies invested in, the investments show evidence of impairment.

The shares of parent companies held to serve executive personnel incentive plans based on financial instruments are recognised in the short-term portfolio and valued at the lower of cost and market value.

Other financial investments

All long-term and short-term debt and equity instruments falling within the Company's portfolio are assigned based on the classification criteria established in a special framework resolution passed by the Board of Directors. In particular, the following types of assets are classified amongst long-term investments:

a) investments in financial instruments (debt and equity instruments) under item C.II (Investments in group companies and other investees) of the Assets accounts of the Statement of Financial Position pursuant to Italian Legislative Decree 173/1997 if considered strategic with particular reference to the medium to long-term development objectives;

for the Life business

  • b) the investments in financial instruments under item C.III (Bonds issued by holding companies, subsidiaries, associates, affiliates and other companies) of the Assets accounts of the Statement of Financial Position pursuant to Italian Legislative Decree 173/1997 for the part intended to hedge provisions for types of defined benefit policies as they are characterised by maximum correlation with commitments undertaken;
  • c) the investments in bonds and other fixed-yield securities under item C.III.3 (Bonds and other fixed-yield securities) of the Assets accounts of the Statement of Financial Position pursuant to Italian Legislative Decree 173/1997 other than those indicated in point b) if consistent with the time horizon and level of the benefit guaranteed to the policyholders;
  • d) the investments in equity instruments and the like under items C.III.1 (Shares and holdings) of the Assets accounts of the Statement of Financial Position pursuant to Italian Legislative Decree 173/1997 and C.III.2 (Mutual investment fund units) of the Assets accounts of the Statement of Financial Position pursuant to Italian Legislative Decree 173/1997 if their aptitude to form a long-term investment proves evident and, in any case, they must be residual in nature with respect to the sum total of the portfolio of a long-lasting nature.

The investments described in point c) and point d) must not in any case exceed the maximum limit of 70% of the total items C.III.1, C.III.2 and C.III.3 of the Assets accounts of the Statement of Financial Position pursuant to Legislative Decree 173/1997 (the limit excludes, both in numerator and denominator, the investments under item C.III of the Assets accounts of the Statement of Financial Position pursuant to Italian Legislative Decree 173/1997 of the afore-mentioned point b)).

3 Notes to the Financial Statements

It is specified that the investments in financial instruments under item D (Investments benefiting Life business policyholders that bear the risk and investments arising from pension fund management) of the Assets accounts of the Statement of Financial Position pursuant to Italian Legislative Decree 173/1997 must always be assigned to the "investments with short-term use" compartment for consistency with the current value measurement criterion applied to them, even if they have the characteristics for falling under "investments with long-term use".

for the Non-Life business

  • e) the investments in bonds and other fixed-yield securities under item C.III.3 (Bonds and other fixed-yield securities) of the Assets accounts of the Statement of Financial Position pursuant to Italian Legislative Decree 173/1997 with long-term investment aims as they are functional for the insurance business;
  • f) the investments in equity instruments and the like under items C.III.1 (Shares and holdings) of the Assets accounts of the Statement of Financial Position pursuant to Italian Legislative Decree 173/1997 and C.III.2 (Mutual investment fund units) of the Assets accounts of the Statement of Financial Position pursuant to Italian Legislative Decree 173/1997 if their aptitude to form a long-term investment proves evident and, in any case, they must be residual in nature with respect to the sum total of the portfolio of a long-lasting nature.

The investments described in point e) and point f) must not in any case exceed the maximum limit of 60% of the total items C.III.1, C.III.2 and C.III.3 of the Assets accounts of the Statement of Financial Position pursuant to Italian Legislative Decree 173/1997.

Without prejudice to the above, the measurement criteria of the other financial investments are explained hereunder.

Shares and mutual fund units

Shares classified as current assets and mutual investment fund units are recognised at the lower of average purchase cost and market value, which for listed securities is the average price recorded in the last month of the year and for unlisted securities a prudent estimated realisable value.

The shares and mutual fund units classified as durable goods are kept at the purchase cost, if necessary adjusted by the write-downs due to impairment considered long-term.

Bonds and other fixed-yield securities

The securities held long term among the Company's assets are measured at the average purchase or subscription cost, adjusted or integrated by an amount equal to the accrued portion for the year of the negative or positive difference between the repayment value and the purchase price, with separate recognition of the portion for the year relating to any issue spreads. Write-downs are made only in the event of confirmed impairment. For implied rate securities (zero coupon bonds, etc.) the capital adjustment already accrued during the year is taken into account.

Securities used for current commitments are aligned to the lower between the average cost, increased or adjusted for issue spreads matured and the return accrued on implied rate securities, and that of the market (for listed securities) formed from the arithmetic mean of prices recorded in December and (for unlisted securities) from the estimated realisable value at the end of the year, determined on the current value of securities traded on regulated markets and with similar characteristics.

Write-downs in previous years are not maintained if the reasons giving rise to such write-downs should no longer apply.

Loans

They are recognised at their estimated realisable value.

Financial derivatives

Financial derivatives, as defined by ISVAP Regulation no. 36 of 31 January 2011 and subsequent amendments, are used only for hedging purposes, to reduce the risk profile of the assets/liabilities hedged, i.e. to optimise their risk/return profile.

The derivative contracts in force at the end of the period are measured according to the "principle of valuation consistency". Specifically, the unrealised capital losses or gains are charged to the income statement consistently with the corresponding unrealised capital losses and gains calculated on the assets and liabilities hedged.

According to the provisions of Art. 2427-bis of the Civil Code, the fair value of the derivative is indicated for transactions existing at the close of the year.

This value represents the amount at which an asset can be exchanged (or a liability paid off) in a free transaction between aware and independent parties.

For those financial instruments for which there is an active market, the fair value coincides with the market value, while the fair value for instruments for which there is no active market is determined based on the current value of a similar instrument or by using generally accepted valuation models and techniques.

Premiums collected or paid for options on securities, shares, currencies or interest rates in place at year end are respectively recognised in items G.VI "Sundry loans and other financial payables" and C.III.7 "Sundry financial investments".

On expiry of the option:

  • if exercised, the premium is recorded as an adjustment to the purchase or sale price of the underlying asset;
  • if abandoned, the premium is recognised under "Gains/losses on realisation of investments".

Gains on securities

The interest income accrued is recognised to the income statement according to the accruals principle, as is the difference accrued between the repayment value and the price of issuing bonds and similar securities. The difference between the repayment value and the carrying amount of the accrued difference is considered for the securities constituting fixed assets.

The dividends are recognised in the year in which their distribution is resolved.

The gains and losses arising from the trading of fixed-yield securities and shares are recognised to the income statement according to the actual date of redemption.

Deposits with ceding companies

The item includes the deposits set up with ceding companies in connection with risks underwritten in reinsurance, and are recorded at nominal value.

Investments benefiting Life business policyholders that bear the risk and investments arising from pension fund management

These are recorded at current value, pursuant to the provisions of Art. 17, paragraph 2 of Italian Legislative Decree 173/97, particularly:

  • a) for listed investments, it is the value of the last trading day of the year;
  • b) for the investments traded in unregulated markets, it is an estimate of their realisable value on the same date;
  • c) for the other assets and liabilities and the cash and cash equivalents, it is usually their nominal value.

Receivables

They are recognised at their estimated realisable value.

In particular:

• receivables from policyholders for premiums of the year and of previous years represent the receivables accrued, but not yet collected at year end. The specially set up bad debt provision takes into account the possible future loss calculated based on experience and on final data of the year in progress;

3 Notes to the Financial Statements

• receivables from intermediaries include the receivable from agents, brokers and other intermediaries, in addition to the receivables for reimbursements paid to preceding agents. They are directly adjusted by way of write-offs for final losses and write-downs for assumed non-collection, done by allocating the amount resulting from the analytical verification of the single positions to a special provision;

  • receivables from companies are the year-end balances adjusted by a special provision for any write-downs resulting from the checks made on the single positions of doubtful collection;
  • receivables from third parties and policyholders for amounts to be collected are made up of recoveries to carry out in connection with the claims for which payment of the indemnity has been made. These receivables are considered collectable based on a prudent valuation;
  • receivables relating to reinsurance business with companies include all receivables deemed collectable and are consequently adjusted by a special bad debt provision calculated based on the checks on the single positions;
  • other receivables include all receivables that do not fall under the above-mentioned items and, if the relative requirements are met, are adjusted by a special provision for depreciation determined on the basis of the assumed collectability. As recommended by IVASS application clarification of 23 March 2021, this item includes tax credits relating to tax subsidies (such as the ecobonus and the sismabonus) acquired from third parties (direct beneficiaries or previous purchasers) and recoverable by offsetting future payments according to methods and timing established in the reference regulation.

Other assets

Furniture, office machinery, plant and movables recorded in public registers

The assets falling under fixed assets are stated in the financial statements at purchase cost or at transfer values and are amortised based on their estimated useful life.

Subordinated liabilities

The loans issued that fall within this category are recognised at their nominal value.

Accruals and deferrals

Accruals and deferrals are calculated on an accrual basis.

Non-Life business technical provisions

Premium provision

The premium provision in the Italian direct portfolio broken down into its components is determined by applying Articles 37 and 37-bis of Italian Legislative Decree 209/2005 and in compliance with the provisions and valuation methods provided for by Annex no. 15 to ISVAP Regulation no. 22 of 4 April 2008 (former ISVAP Regulation no. 16 of 4 March 2008 as amended):

a) the provision for unearned premiums is calculated using, for the classes concerned, the analytical method "pro rata temporis" provided for by paragraph 5 of the mentioned annex 15, of the above-mentioned Regulation, except for the risks in the Credit class for contracts executed or renewed by 31 December 1991, for which the calculation criteria provided for in Annex 15-bis of the Regulation no. 22 and subsequent integrations and amendments apply;

  • b) the provision for unexpired risks, connected with the technical performance and intended to cover the part of risk falling within the period after year end, consists - in accordance with the simplified method laid down in paragraph 6 of the aforesaid Regulation - of the classes where valuation of the total amount of the reimbursements and relevant costs arising from insurance contracts concluded before the year ended exceeds that of the provision for unearned premiums and of the premium instalments that will become due after that date in connection with the same contracts; for unearned premiums for unearned premiums;
  • c) the provisions in addition to the provision for unearned premiums, connected with the special nature and characteristics of some risks (damages caused by hail and other natural disasters: damages caused by earthquake, seaquake, volcanic eruption and associated phenomena; damages caused by nuclear energy and risks included in the Bonds business) are determined based on the provisions given in the mentioned Annex 15 paragraphs 9 to 20.

The provision for profit sharing and reversals in the health business is calculated in respect of amounts to pay to the policyholders for contracts containing the profit participation or reversals clause.

The reinsurers' share of the premium provisions is calculated by applying to the premiums ceded the same criteria as those used for calculating the premium for direct insurance business provision.

Other technical provisions

The item includes the ageing provisions of the health class, intended to cover the deterioration of the risk as the age of the policyholders rises, calculated on the basis of the flat-rate method provided for by Art. 44, paragraph 3 of Annex no. 15 of ISVAP Regulation no. 22 of 4 April 2008 as amended, to the extent of 10% of the gross premiums written of the year pertaining to contracts having the characteristics given under paragraph 43/1 of the annex.

Equalisation provisions

The equalisation provisions allocated to equalise fluctuations in the rate of claims of future years or to cover particular risks such as credit risk, risk of natural disasters or damages caused by nuclear energy are calculated according to the provisions in ministerial decree no. 705 of 19 November 1996 as defined in paragraph 50 of annex 15 to ISVAP Regulation no. 22 of 4 April 2008.

Claims provision

The direct claims provision is ascertained analytically by estimating the presumed cost of all the claims outstanding at the end of the year and on the basis of prudent technical valuations carried out with reference to objective elements, in order to ensure that the total amount set aside is enough to meet the claims to be settled and the relative direct expenses and settlement expenses.

In particular, the provisions for claims reported are estimated using the inventory method and the adjusters' estimates are also combined, where application conditions are satisfied, with the results of statistical methods such as the Chain Ladder, the Bornhuetter Ferguson and the ACPC (Average Cost Per Claim) and with valuations based on the average costs for the year (for similar groups covering a sufficiently large number of claims).

These methods were applied after consistency of the underlying data had been verified using the model assumptions.

The Chain Ladder method is applied to the "paid" and "loading" factors. The method is based on historical analysis of the factors that affect the trend in claims. The selection of these factors is based on the figures for the accumulated amounts paid out, which produces an estimate of the final cost per year of occurrence if the claims for that year have not been paid in full.

3 Notes to the Financial Statements

The Chain Ladder method is suitable for sectors in which the figures are stable and is therefore not suitable in cases in which there are no significantly stable previous periods and in cases of significant changes in the settlement rate. The Bornhuetter Ferguson method uses a combination of a benchmark, or estimates of the ratio of losses to 'a priori' premium and an estimate based on claims incurred (Chain Ladder). The two estimates are combined using a formula that gives greater weight to experience. This technique is used in situations in which the figures are not suitable for making projections (recent years and new classes of risk).

The ACPC method is based on a projection of the number of claims to be paid and the respective average costs. This method is based on three fundamental assumptions: settlement rate, basic average costs and exogenous and endogenous inflation.

These methods extrapolate the final cost according to the year in which the claim is incurred and according to similar groups of risk on the basis of the trends in claims recognised in the past. When there was reason for deeming the trends recognised to be invalid some of the factors were modified and the projection adapted to fit the available information.

Some examples of what affects the trends could be:

  • changes in the claims handling procedures involving different approaches to settlement/reserving;
  • market trends showing increases higher than inflation (may be linked to the economic situation or to political, legal or social developments);
  • random fluctuations including the impact of "major" claims.

Claims incurred but not yet reported are estimated on the basis of the historical trends within the company, with the number and the average costs of the claims being estimated separately.

The reinsurers' share of the claims provision reflects the sums recovered from them to meet the reserves, the amounts being laid down in the individual policies or in the contracts.

Life business technical provisions

The amount recognised is calculated in accordance with Art. 23-bis and with Annex 14 and 14-bis to ISVAP Regulation no. 22 of 4 April 2008, as amended by IVASS Measure no. 53 of 6 December 2016. The technical provisions are broken down as follows:

1. Mathematical Provisions:

The mathematical provision for direct insurance is calculated analytically for each contract on the basis of pure premiums, with no deductions for policy acquisition costs to be amortised, and by reference to the actuarial assumptions (technical interest rates, demographic models of death or disability) used to calculate the premiums on existing contracts, in accordance with paragraphs 11, 12, 13, 14, 15, 16 and 19 of Annex no. 14 of ISVAP Regulation no. 22/2008. The mathematical provision includes the portion of pure premiums related to the premiums accrued during the year. It also includes all the revaluations made under the terms of the policy and is never less than the surrender value.

2. Additional Provisions:

  • Additional provision for demographic risk: in this regard, it was decided to add to the provisions to be set up to cover commitments undertaken with the policyholders, in compliance with Paragraph 36, Annex 14 of ISVAP Regulation no. 22/2008 after having verified a variance between the demographic bases used to calculate the principals forming the annuities and table A62 prepared by ANIA.
  • Additional provision to cover the possible variance between the expected rates of return on the assets held as a hedge against the technical provisions and commitments by way of levels of financial guarantees and adjustments made to the benefits provided under the policies, in compliance with paragraph 22 of Annex no. 14 to ISVAP Regulation no. 22/2008.

  • Additional provision covering the time offset between the period in which the return to be paid contractually was accrued and the time when it is actually paid to the policyholder, in compliance with paragraph 23 of Annex no. 14 to ISVAP Regulation no. 22/2008.
  • The additional provision set up to hedge the risk of mortality in insurance contracts in Class III (as laid down in Art. 2, paragraph 1, of Italian Legislative Decree 209 of 7/9/2005), which provide a benefit should the insured party die during the term of the contract, in compliance with paragraph 41 of Annex no. 14 to ISVAP Regulation no. 22/2008.
  • The additional provision set up to fund guaranteed benefits on maturity or when certain events occur (as laid down in Art. 2, paragraph 1, of Italian Legislative Decree 209 of 7/9/2005), in compliance with paragraph 41 of Annex no. 14 to ISVAP Regulation no. 22/2008.

3. Provision for amounts payable:

The provision for amounts payable is determined according to the criteria laid down in Art. 23-bis, paragraph 5, of ISVAP Regulation no. 22/2008 and it includes the total amount needed to cover payment of benefits that have fallen due but not so far been paid, surrendered policies and claims not yet paid.

4. Technical provisions for supplementary insurance:

The Technical provisions of supplementary insurance were calculated on the basis of gross premiums according to the pro-rata temporis method, in compliance with the provisions of paragraph 18 of Annex no. 14 to ISVAP Regulation no. 22/2008.

5. Provision for profit sharing and reversals:

The Provision for profit sharing and reversals includes the amounts to be attributed to the policyholders or to the beneficiaries of the contracts by way of technical profit sharing and premium reversal, provided that such amounts were not attributed to the policyholders, in accordance with paragraph 6 of Article 23-bis of ISVAP Regulation no. 22/2008.

6. Other Technical Provisions:

Other technical provisions entirely consist of amounts set aside for future operating expenses and are calculated on the basis of the provisions of paragraphs 17 and 20 of Annex no. 14 of ISVAP Regulation no. 22/2008.

For all the other methodological aspects regarding calculation of the technical provisions, including the additional provisions, please refer to the Actuarial function.

Technical provisions where the investment risk is borne by policyholders and provisions arising from pension fund management

According to the provisions of paragraph 39 of Annex no. 14 to ISVAP Regulation no. 22/2008, for Unit-Linked policies and class VI contracts pursuant to Art. 2, paragraph 1, of Italian Legislative Decree 209/2005, the mathematical provisions were calculated on the basis of the number and value of the shares of the respective investment lines in effect on the measurement date, i.e. at the market value of the corresponding covering assets.

For Index Linked insurance (per Art. 41, paragraph 2, of Italian Legislative Decree 209/2005), the mathematical provision was calculated by duly taking into account the provisions of paragraph 40 of Annex no. 14 to ISVAP Regulation no. 22/2008.

3 Notes to the Financial Statements

Provisions for risks and charges

These include the allocations deemed most suitable for liabilities temporary in nature, of certain or probable existence whose amount or contingency date cannot be determined at year end.

They do not include the provisions used to correct values of asset items. In particular:

  • the income tax provisions include the tax expenses allocated for items that will be taxed in subsequent years;
  • the other provisions include the foreseeable expenses of various types and those deriving from the dispute in progress, analytically measured for the single positions.

Income tax for the year

Starting from the 2015 tax year UnipolSai opted, and subsequently renewed for the following three-year periods, including the current one (2021-2023), for the Group tax regime regulated by Art. 117 et seq. of Italian Presidential Decree no. 917/86, under the tax consolidating company Unipol Gruppo, together with its own subsidiaries that meet the regulatory requirements. An agreement was signed with the consolidating company, regulating the financial and procedural aspects governing the option in question.

Income tax for the year is recognised among costs for the year and calculated in accordance with current tax regulations. It represents:

  • the charges/income for current taxes;
  • the amounts of deferred tax assets and liabilities arising during the year and usable in future years;
  • for the portion due for the year, offsetting of deferred tax assets and liabilities generated in previous years;
  • the expense, if any, for substitute tax of the income tax related to special cases.

Deferred tax assets and liabilities are recognised, calculated on the temporary differences that have arisen or been deducted during the year (including the portion of the tax assets and liabilities relating to the subsidiaries for which the tax regime provided for in Art. 115 et seq. of the Consolidated Income Tax Act was chosen), affecting deferred tax assets and the provision for deferred taxes, respectively. Deferred tax assets and liabilities are calculated on the basis of the tax rates set by current tax regulations and applicable to future years in which all or part of the temporary differences that underly them are expected to be reabsorbed.

Deferred tax assets are recognised only if it is reasonably certain that they will be recovered in future years. Deferred tax liabilities are always recognised.

The disclosure pursuant to Art. 2427, paragraph 1, letter 14 of the Civil Code, together with the statement of reconciliation between theoretical and effective tax charges, is provided in section 21 - Information on the non-technical account.

Payables and other liabilities

These are recorded at their nominal value and represent the Company's payables to third parties. Specifically, post-employment benefits reflect the liabilities accrued with all the workforce at year end, in conformity with current laws and the collective labour agreements.

Treasury shares

Treasury shares in the portfolio are recognised on the basis of their purchase value as a direct decrease in shareholders' equity, in a special item Negative reserve for treasury shares in the portfolio.

Earned premiums

The total for the year is obtained by adding the premium provision. Gross and ceded written premiums included all amounts accrued during the year for the insurance contracts, regardless of the fact that these amounts have been collected, net of cancellations caused by technical reversals of single securities issued during the year, and by contract changes, with or without premium changes, introduced with replacements or appendices, in conformity with the provisions of ISVAP Regulation no. 22 of 4 April 2008 as amended and integrated.

Profit from investments in the income statement

Shares of profits from investments to the technical account of the Non-Life business and to the non-technical account of the Life business are assigned in compliance with the provisions of ISVAP Regulation no. 22 of 4 April 2008 as amended and integrated, as explained in the relevant sections of the Notes to the Financial Statements.

Inwards reinsurance

The technical components communicated by the ceding companies relating to the year, even if incomplete, are estimated for the residual part in order to determine the correct competence and the pertinent retrocessions. The technical provisions are those communicated by the ceding companies, potentially supplemented to take additional foreseeable losses into account.

Translation of balances in foreign currencies

Items expressed in foreign currencies are treated in accordance with the principles of multicurrency accounting. In compliance with Art. 2426, paragraph 8-bis of the Civil Code, property, plant and equipment, intangible assets and financial assets (held as investments) in foreign currencies are recognised at the spot rate at the time of purchase. Other items expressed in a foreign currency are recognised at the year-end rates. All translation differences are recognised in the Income Statement.

Exchange rates used

The main exchange rates used for the translation into euros are as follows:

Currencies 29/12/2023 30/12/2022
US Dollar 1.1050 1.0666
Pound Sterling 0.8691 0.8869
Swiss Franc 0.9260 0.9847
Canadian Dollar 1.4642 1.4440
YEN 156.3300 140.6600
Swedish Krona 11.0960 11.1218

3 Notes to the Financial Statements

Criteria adopted in breaking down the elements common to the Non-Life and Life businesses

The Company is authorised to jointly carry on insurance and reinsurance activity in both the Life and Non-Life businesses.

Pursuant to Art. 7 of ISVAP Regulation no. 17 of 11 March 2008 implementing Art. 11, paragraph 3 and 348 of Italian Legislative Decree 209 of 7 September 2005, the overheads are recognised to the appropriate account when they are directly chargeable to it on the basis of the information regarding the cost centre.

The costs and revenue common to the two management accounts that were impossible to assign from the very beginning to a specific account and that were therefore recognised indistinctly were broken down at year end based on the framework resolution passed by the Board of Directors according to the criteria consistent with the organisational structure and by using appropriate parameters. In particular:

Acquisition costs

The common costs of the organisational units that pertain to the company's technical/commercial structure, whether central or local, are divided up based on productivity parameters that primarily include the value of the premiums and the number of contracts in the Non-Life and Life portfolios. As the case may be, a single parameter or a combination of several parameters can be used.

Settlement expenses

Considering that the settlement activities are assigned to separate organisational units between the Non-Life and Life businesses, as a rule settlement expenses common to the two management accounts do not arise.

If in the aftermath of organisational changes common cost centres should arise in the future, the relevant costs must be divided based on suitable quantitative parameters in connection with the activity the organisational units to which they refer carry out.

Administrative expenses

The common administrative expenses (referring to organisational units not directly attributable to a specific management account) are divided between Non-Life and Life businesses on the basis of suitable quantitative parameters in connection with the type of activity carried out by the organisational unit to which they refer (i.e. the number of parties, number of policies in portfolio, the amount of the premiums, etc.). As the case may be, a single parameter or a combination of several parameters can be used.

Gains on investments

Recognition of the gains on assets and financial income reflects the actual income coming from the loans and the liquid funds pertaining to the Life business and the Non-Life business.

In the case of advances made by one business on behalf of the other, shares of income calculated in proportion to the entity and to the duration of the disbursements made, applying market rates, are recognised to the account involved.

Asset and financial charges

These are mostly distinctly recognised (Life and Non-Life) from the very origin.

The common costs, mostly pertaining to the structure expenses, are divided up on the basis of the incidence of the investments between the two businesses.

Other gains and other losses

These are assigned to each management account consistently with the attribution of the event or of the statement of financial position and income statement entries to which they relate.

Gains from recoveries of common costs from third parties are divided with criteria consistent with those used for dividing the costs recovered.

Extraordinary income and expenses

The capital gains and losses deriving from the disposal of properties, tangible assets, profits and losses deriving from the trading of securities classified as "long-term" and extraordinary gains and losses are charged to the management accounts based on their origin, meaning based on how the assets are attributed on the date of their realisation or their measurement.

Income tax

Income tax pertaining to investment property is assigned to each management account based on the allocation of the investments to which they refer.

Income tax (IRES, IRAP and deferred tax assets/liabilities) are assigned based on the contribution of each business to the tax result of the year.

Uncertainty in the use of estimates

The application of certain accounting standards implies significant elements of judgment based on estimates and assumptions which are uncertain at the time they are formulated.

As regards the 2023 financial statements, it is believed that the assumptions made are appropriate and, therefore, that the financial statements have been drafted clearly and give a true and fair view of the statement of financial position, income statement and statement of cash flows. The relevant paragraphs of the notes to the financial statements provide full and adequate details of the reasons underlying the decisions made and the measurements performed. In order to formulate reliable estimates and assumptions, reference has been made to past experience, and to other factors considered reasonable for the case in question, based on all available information.

However, we cannot exclude that changes in these estimates and assumptions may have a significant effect on the statement of financial position and income statement as well as on the potential assets and liabilities reported in the financial statements for disclosure purposes, if different elements emerge with respect to those considered originally.

In particular, the greater use of subjective assessments by company management was necessary in the following cases:

  • calculation of the current value of financial assets and liabilities where this could not be directly observed on active markets. In this case, the subjective elements lie in the choice of measurement models or input parameters that cannot be directly observed on the market;
  • definition of parameters used in the analytical assessment of securities investments to verify any impairment. In particular, reference is made to the choice of measurement models and the main assumptions and parameters used;
  • assessment of the recoverability of deferred tax assets;
  • quantification of provisions for risks and charges where there is uncertainty about the amount required and the contingency periods;
  • in the estimation processes leading to determination of the technical provisions.

In such cases an explanation is provided with the aim of providing investors with a better understanding of the main causes of uncertainty, but in no way is meant to suggest that alternative assumptions might be appropriate or more valid. In addition, the financial statements measurements are made on the basis of going concern assumptions, as no risks have been identified that could compromise orderly business operations.

3 Notes to the Financial Statements

Part B: Information on the Statement of Financial Position and Income Statement

The Company jointly carries on the Non-Life and Life insurance businesses and, as required by ISVAP Regulation no. 22 of 4 April 2008 as subsequently amended and integrated, separately draws up a Statement of Financial Position regarding the Non-Life business (Annex 1) and a Statement of Financial Position regarding the Life business (Annex 2), as well as the statement of breakdown of the profit (loss) for the year between the Non-Life business and the Life business (Annex 3).

The financial statements for the year 2023 closed with a profit of €624,484k, €431,683k of which in the Non-Life business and €192,801k in the Life business.

Statement of Financial Position - Assets

The items in the Statement of Financial Position and the changes in corresponding balances with respect to the previous year are given below, with additional information as required by current regulations.

Section 1 - Intangible assets - (item B)

The "intangible assets" item at 31 December 2023 amounted to €750,366k, increasing by €12,587k compared to the financial position of the previous year (+1.7%). The various components are commented on below.

1.1 Acquisition commissions to be amortised (item B.1)

Acquisition commissions to be amortised totalled €84,205k, €68,373k of which in the Life business and €15,833k in the Non-Life business. The change is positive by 2,644k compared to the financial position of the previous year.

1.3 Goodwill (item B.4)

Goodwill came to a total of €249,148k, €215,797k of which belonging to the Non-Life business and €33,351k to the Life business, and it is amortised in 20 years. The change is negative by €39,705k compared to the financial position of the previous year, due to amortisation for the period.

The item includes:

  • the deficit arising from the merger of Unipol, Milano and Premafin into UnipolSai, that took place on 6 January 2014 for a residual value of €217,326k of which €184,059k related to the Non-Life business and €33,266k to the Life business;
  • the deficit emerging from the merger by incorporation of UnipolSai Real Estate, Europa Tutela Giudiziaria, Sai Holding, Systema and UnipolSai Servizi Tecnologici into UnipolSai, which took place on 31 December 2015 with accounting effect on 1 January 2015 for a residual amount of €638k allocated entirely to the Non-Life business;
  • the goodwill recognised in relation to the acquisition on 31 December 2015 of the Linear Life business unit for a residual amount of €85k attributed entirely to the Life business;
  • the deficit emerging from the merger of Liguria and Liguria Vita, which took place on 31 January 2016 with accounting effect on 1 January 2016 for a residual amount of €31,100k allocated entirely to the Non-Life business.

1.4 Other long-term costs (item B.5)

Other long-term costs, amounting to €417,012k (item B5), recorded a net increase of €49,648k compared to the 2022 figure. Of this item, €11,455k referred to the Life business and €405,558k to the Non-Life business.

The changes during the year are listed and summarised in the following table:

Valori in migliaia di euro 31/12/2022 Increases Amortisation/
depreciation
31/12/2023
Development and integration projects 304,152 113,715 61,150 356,717
Software and Licences 58,769 13,419 15,383 56,805
Improvements to third party assets 4,376 575 1,523 3,429
Other long-term expenses 67 8 14 61
Total 367,364 127,717 78,069 417,012

The most significant component concerns expenses for third-party services relating to IT development and system integration projects, which had a balance at 31 December 2023 of €356,717k, with increases during the period of €113,715k, mainly due to the following IT and digital technology development projects: Single Product for the creation of a new Non-Life system for €22,655k, new models for leveraging and managing company data for €7,493k, IFRS 17 for €4,804k, claims management applications for €3,489k, Hybrid Sale & CX Rev. for €3,176k, and CRMO Evolution Management and Sales Actions Plan for €3,048k.

Other long-term expenses included trademarks for €43k.

Research, development and advertising costs were not recorded as intangible assets. These costs are recognised in profit or loss as in previous years.

All assets classified under this item are considered of long-term use.

The changes in intangible assets during the year are summarised in Annex 4.

Section 2 - Investments (item C)

2.1 Land and buildings (item C.I)

Class C.I asset accounts net of their depreciation broke down as follows at 31 December 2023:

Amounts in €k Assets Accum. deprec. Net assets
Property for own use 758,447 234,851 523,596
Property for use by third parties 799,155 193,403 605,751
Other property 9,223 9,223
Other rights 2,630 350 2,279
Total 1,569,454 428,604 1,140,849

All land and buildings owned are considered of long-term use.

3 Notes to the Financial Statements

In implementing the reference IVASS regulation (ISVAP Regulation no. 22 of 4 April 2008), the Company calculated the current value of owned land and buildings using appraisal estimates prepared by independent experts appointed by the Board of Directors, through the distinct measurement of each asset by applying methodologies that differ according to the characteristics of the asset: either the equity type supplemented by elements that take into account the profitability of the property, the comparative type, or the transformation type.

Based on the results of these appraisals, also considering the realisation values expected on the properties being disposed of, the Company decided that it was not necessary to recognise write-downs on real estate assets in the course of 2023.

The total current value of property at 31 December 2023 amounted to €1,353,128k, increasing by around €212,279k compared to the relevant carrying amount.

The main real estate transactions are described in the dedicated section of the Management Report, while changes during the year are listed in Annex 4 to these Notes to the Financial Statements, and are summarised in the following table:

Amounts in €k
Movements during the period 2023
Gross property at 31/12/2022 1,532,937
New investments/improvements 44,717
Sales and other reductions 8,200
Gross property at 31/12/2023 1,569,454
Accum. depreciation previous year 393,489
Amount of depreciation for the year 36,689
Decreases for disposals 1,574
Accumulated depreciation at 31 December 428,604
Net property at 31/12/2023 1,140,849

The detail of any revaluations made during the year and in previous years is stated in a relevant table annexed to the Notes to the Financial Statements.

Information on finance leases

There are no assets leased to third parties.

2.2 Investments in Group companies and other investees (item C.II)

Investments

The total amount of Italian and foreign investments (item C.II.1) at 31 December 2023 was €3,775,665k versus €3,779,981k in the previous year, with a net decrease of €4,316k. The changes in the period were as follows:

Amounts in €k
Movements during the period 2023
Opening balance 3,779,981
Purchases and subscriptions 230,784
Other increases 511,090
Sales (11,784)
(Impairment) and reversals of impairment losses (47,637)
Other decreases (686,770)
Balance at 31/12/2023 3,775,665

Purchases refer to:

  • Società e Salute for €105,422k, of which €5,000k deposited in an escrow account in the name of UnipolSai in favour of the sellers and €328k as the amount of the price settled by way of the repayment of loans received for the subscription of the shares;
  • Unipol Gruppo (€2,576k);
  • UnipolAssistance (€4k, in execution of agreements relating to the sale of Incontra);
  • DaVinci Healthcare (€3k).

Subscriptions, also inclusive of other forms of investee capitalisation, refer to:

  • Cronos Vita (€49,500k);
  • Meridiano Secondo (€15,000k);
  • Cambiomarcia (€13,146k);
  • UnipolPay (€11,200k);
  • I. Car (€6,866k);
  • DaVinci Healthcare (€6,000k);
  • DDOR Novi Sad (€5,017k);
  • BeRebel (€5,000k);
  • Società e Salute (€5,000k);
  • UnipolHome (€4,000k);
  • Nuove Iniziative Toscane (€1,100k);
  • WelBee (€750k);
  • Tenute del Cerro Wines (€200k).

Other increases included:

  • the transfer of the investment in UnipolRe to the holding company UnipolSai by UnipolSai Nederland, for €333,777k, as part of the latter's voluntary liquidation process;
  • the transfer of Banca Popolare di Sondrio (BPSO) shares recorded at the end of the previous year under item C.III.1.a) Other financial investments - listed shares to item C.II.1.e) investments in shares of other investees. In fact, in conjunction with the acquisition by Unipol Gruppo of a direct investment of 10.2% in the share capital of BPSO, subject to obtaining the necessary authorisations and approval from the European Central Bank and the competent authorities to acquire a qualified investment in the Bank, considering the purposes of the investment - aimed at (i) consolidating the existing industrial partnership in the Life and Non-Life bancassurance sector, (ii) increasing the stability of the BPSO Group's shareholding structure for the successful pursuit of its Strategic Plan objectives and (iii) stimulating the evolution of the Bank according to market best practices - UnipolSai has reclassified the entire portfolio of BPSO shares held (43.1m shares, equal to 9.51% of the share capital) previously classified under short-term investments to the long-term segment and qualified it as a profit-sharing investment, pursuant to IVASS Regulation no. 22/2008. The transfer was carried out for a total value of €166,882k, determined in application of the valuation criteria of the original segment at the transfer date;
  • the disbursement of the price adjustment on the investment in Tantosvago by way of price adjustment, as set forth in the purchase agreement relating to that equity investment for €5,300k;
  • transfer of the investment in DDOR Re for €5,131k deriving from the merger of UnipolRe.

3 Notes to the Financial Statements

There was also a write-back on the shares of the holding company Unipol Gruppo held in the current segment for €19k.

Sales refer solely to the sale of the equity investment held in Incontra Assicurazioni for €11,784k.

Impairment refers to the following equity investments:

  • Cambiomarcia (€30,948k);
  • UnipolRe (€14,968k);
  • Nuove Iniziative Toscane (€1,636k);
  • Acomea (€82k);
  • Borsetto (€22k).

Other decreases included:

  • the elimination of the equity investment with an opening value of €360,767k held in UnipolSai Nederland, following the closure of the voluntary liquidation process of the subsidiary, as part of which the equity investment in UnipolRe (100%) was assigned to UnipolSai and the sum of €371k was paid out by way of final allocation, with the resulting recognition of losses for a total of €26,619k;
  • the merger by incorporation of UnipolRe which resulted in the cancellation of the equity investment held in UnipolRe for €318,808k, after the recognition of the value adjustments described above;
  • the reduction in the carrying amount of the investment held in UnipolRental after accounting for the collection of sums totalling €4,898k on the total sale price;
  • the assignment of shares of the parent Unipol to executive personnel, under the compensation plans based on financial instruments, for €2,296k.

More in particular, with reference to the individual investee Companies, the following is pointed out:

  • BeRebel: on 7 August 2023, a capital contribution of €5,000k was made in favour of the subsidiary in order to support investment commitments relating to the inclusion of resources to support the growing volume of activities, marketing initiatives aimed at further boosting business volumes and improving the App and the website, as set forth in the Strategic Plan.
  • Cambiomarcia: on 23 February 2023, a capital contribution of €5,000k was made in favour of the subsidiary Cambiomarcia to cover the capital requirements totalling €13,000k recorded by the company for 2022. On 7 August 2023, UnipolSai also waived the receivable deriving from the shareholder loan for a nominal amount of €8,000k granted to the subsidiary on 16 March 2023, allowing for an increase in reserves of €8,146k, in order to avoid the activation of the controls established under Art. 2482-ter of the Italian Civil Code. In 2023, the company also approved the suspension of used car sales due to negative business performance. At the end of 2023, it was deemed appropriate to align the value of the investment with shareholders' equity, so it was written down by €30,948k.
  • Centri Medici Dyadea: on 27 June 2023, with legal effect from 3 July 2023, the deed of merger of Anton Maria Valsalva into Centri Medici Dyadea was signed. The merger, the effectiveness of which was backdated for accounting and tax purposes to 1 January 2023, did not entail any changes in the share capital of the merging company as the entire share capital of Anton Maria Valsalva was held by Centri Medici Dyadea.
  • Cronos Vita Assicurazioni: on 3 August 2023, UnipolSai participated in the establishment of Cronos Vita SpA, the corporate vehicle for bail-out of the insurance company Eurovita SpA, through the payment of €10k for the subscription of shares representing 20% of the share capital. Having obtained authorisation from IVASS to carry on the insurance business, on 19 September 2023 the shareholders' meeting approved changing the company name to Cronos Vita Assicurazioni SpA and an initial capital increase of €7,450k, which was subscribed by UnipolSai at that time for €1,678k, with an increase in the interest held from 20% to 22.5%. The same shareholders' meeting also approved a further share capital increase in the nominal amount of €52,500k, for a total value of €212,500k, which was subscribed and paid in by the shareholders pro-rata on 27 October 2023 (UnipolSai share of 11,812,500 shares for €47,813k). At 31 December 2023, the investment in Cronos Vita Assicurazioni consisted of 13,500,000 shares and was recorded in the financial statements for €49,500k.

  • DaVinci Healthcare: on 11 January 2023, UnipolSai acquired additional shares for a total nominal value of €49.29 at a price of €3.181k. The shareholders' meeting, which met on 16 November 2023, approved a share capital increase for a total of €6,000k, of which €93k by way of share capital and €5,907k by way of the issue share premium, with the exclusion of the option right, to be reserved for subscription by UnipolSai. This increase was subscribed and paid up on that date. At 31 December 2023, UnipolSai held an equity investment in DaVinci Healthcare for a nominal amount of €220,576.02, representing 77.06% of the share capital, with a carrying amount of €14,236k.
  • DDOR Novi Sad: on 20 February 2023, the share capital increase of the subsidiary of RSD 587,497,887.08 (approximately €5,017k) approved by the Shareholders' Meeting of 30 January was fully subscribed and paid up. The carrying amount of the equity investment was €90,988k.
  • Hotel Villaggio Città del Mare in liquidazione: on 2 February 2023, following the unanimous approval of the final liquidation financial statements by the ordinary Shareholders' Meeting, it was cancelled from the Register of Companies of Modena. No allocation was made as the final assets were equal to zero.
  • I.CAR: on 28 July 2023, the second and final tranche of a variable price of €6,866k was paid.
  • Incontra Assicurazioni: on 30 November 2023, subject to the fulfilment of conditions precedent, the equity investments purchase agreement entered into on 7 July 2023 by Unicredit and UnipolSai was executed, with the ensuing transfer to Unicredit of the entire investment held in Incontra Assicurazioni, consisting of 2,652,000 shares and representing 51% of the share capital, for the payment of the all-inclusive consideration of €58,533k. The transaction entailed the realisation of a capital gain of €46,749k.
  • Meridiano Secondo: on 26 January 2023, a further capital contribution of €15,000k was made for the continuation of the work on real estate initiatives in progress.
  • Nuove Iniziative Toscane: following the redefinition of the purposes of the capitalisation commitment for a total of €5,700k, undertaken by UnipolSai on 9 January 2018, on 22 November 2023 a capital contribution of €1,100k was made to provide the subsidiary with the financial resources required to cover ordinary expenses planned for 2023.
  • Società e Salute: on 5 July 2023, a capital contribution of €5,000k was made in favour of the subsidiary in order to provide it with the financial and capital resources necessary for the performance of its business and the expansion of the network of Santagostino-branded medical centres. The carrying amount of Società e Salute at 31 December 2023 was €110,422k.
  • Tantosvago: on 14 June 2023, UnipolSai paid the sellers a total of €5,300k for the Price Adjustment determined on the basis of the value of 2022 Adjusted EBITDA, as set forth in the purchase and sale agreement relating to the above-mentioned equity investment. The carrying amount of Tantosvago was €21,228k.
  • Tenute del Cerro Wines: on 30 May 2023, a wholly owned subsidiary of UnipolSai was established, with share capital of €200k, which will be responsible for marketing the wines of Tenute del Cerro and those of other producers. The carrying amount of Tenute del Cerro Wines was €200k.
  • UnipolAssistance: on 30 November 2023, as part of the sale of Incontra Assicurazioni, UnipolSai purchased the share it held in the consortium with a nominal value of €774k for the price of €3.964k. The total equity investment held by UnipolSai at 31 December 2023 represented 96.05% of the share capital of UnipolAssistance, with a carrying amount of €2,494k.
  • UnipolHome: on 21 November 2023, a capital contribution of €4,000k was made to finance planned investments and for the repayment of the cash pooling payable.
  • UnipolPay: on 24 February and 30 June 2023, two capital payments were made for a total of €11,200k, as part of the capital contributions established in the Strategic Plan.
  • UnipolRe DAC: as part of the voluntary liquidation process, subject to authorisation from the Bank of Ireland and the non-opposition of the district court of Amsterdam, UnipolSai Nederland transferred the equity investment representing 100% of the share capital of UnipolRe to the parent company UnipolSai, for a total value of €333,777k. On 14 December 2023, UnipolSai and UnipolRe, in execution of the respective resolutions dated 28 September and 20 March 2023, signed the deed for the cross-border merger by incorporation of UnipolRe into UnipolSai, with statutory, accounting and tax effects from 31 December 2023. Following this extraordinary transaction, UnipolSai acquired the direct controlling interest in DDOR RE, consisting of 49,999 shares with a carrying amount of €5,131k.

3 Notes to the Financial Statements

• UnipolRental: in addition to what has already been noted, on 14 June 2023 the custodian bank released the amount of €5,766k in favour of the sellers, against the first amount in escrow of €11,674k. In execution of the Framework Agreement signed on 28 March 2023 between UnipolSai and UnipolRental, on the one hand, and BPER Banca and SIFÀ Società Italiana Flotte Aziendali on the other, the merger deed was signed on 22 June 2023 for the merger by incorporation of SIFÀ into UnipolRental, with legal effect from 1 July 2023 and accounting and tax effects backdated to 1 January 2023. On that date, the share capital of the incorporating company was increased from €25,000k to €31,245k to facilitate the merger, with the assignment of the newly issued shares to BPER Banca, the 100% parent company of SIFÀ. At 31 December 2023, UnipolSai held 25m shares of UnipolRental, representing 80.013% of the share capital, with a carrying amount of €91,194k.

  • UnipolSai Nederland BV in liquidatie: the allocation to the sole shareholder of the equity investment in UnipolRe DAC - carried out on 2 August 2023 - as a liquidation advance led to a reduction in the carrying amount of UnipolSai Nederland equal to the current value of the equity investment transferred, amounting to €333,777k. On 13 December 2023, having completed the payment of its debts, the company transferred the current account balance to the sole shareholder UnipolSai for an amount of €371k as the final liquidation allocation. The residual carrying amount of €12,620k was therefore written off, while UnipolSai Nederland was struck off from the register at the Dutch Chamber of Commerce effective as of 19 December 2023.
  • Welbee: on 9 March and 27 October 2023, two capital contributions of €300k and €450k, respectively, were made by UnipolSai in order to replenish its capital and avoid the activation of the mechanisms established by the Civil Code for the reduction of the share capital by more than one-third. The carrying amount of Welbee at 31 December 2023 was €950k.
  • Garibaldi S.C.A., Isola S.C.A. and Ex Var S.C.A.: on conclusion of the voluntary liquidation process launched on 23 October 2023, the companies were cancelled from the Luxembourg Register of Commerce and Companies effective as of 29 December 2023. There was no allocation, and the transaction had no economic impact as the carrying amount of the three companies was already equal to zero.

With regard to further details on the shares and holdings (item C.II.1), please refer to the following statements provided in the annexes to the notes to the financial statements:

  • a) changes in shares and holdings in the year (Annex 5);
  • b) statement with information relating to Group companies and other investees (Annex 6);

c) analytical statement of movements of investments in investees (Annex 7).

Current value of investments (as per Annexes 5 and 7).

For the investments traded in unregulated markets, a prudent analytical evaluation of their probable realisable value was made.

In particular, the current value of investments in subsidiaries and associates was determined considering the shareholders' equity, if necessary adjusted to take into account current values of the assets and, where verifiable, a goodwill value: the value of recognition higher than the portion of shareholders' equity stated in the latest financial statements of the investee, if any, refers to an estimated value of the economic capital of the company deriving from appraisals issued by independent experts at the time of acquisition or from estimates made internally on the basis of methodologies and parameters commonly used in professional practices, and from the evaluation of the prospective plans drawn up by the company.

The current amount of investments is €3,965,453k, whilst their carrying amount comes to €3,775,665k. The difference referred exclusively to investments in listed companies.

As provided for by Art. 16 of Italian Legislative Decree 173/97, the following table regarding the investments in subsidiaries and associates classified as "long-term" is provided, the carrying amount being higher than the pro-rata shareholders' equity of the investee:

Amounts in €k
Subsidiaries or Associates % holding
(ord. and sav. shares)
Carrying
amounts
Shareholders'
equity
pro-rata
Difference
Linear Assicurazioni Spa-Bologna- IT 100.00% 180,000 132,055 (47,945)
UniSalute Spa-Bologna- IT 98.99% 745,000 270,635 (474,365)
Arca Vita Spa-Verona- IT 63.39% 475,000 237,982 (237,018)
Ddor Novi Sad Ord Eur-Novi Sad- RS 100.00% 90,988 72,401 (18,587)
UnipolSai Motor Partner Srl-Zola Predosa (Bo)- IT 100.00% 3,285 2,227 (1,058)
UnipolPay Spa-Bologna- IT 100.00% 38,550 23,512 (15,038)
Nuove Iniziative Toscane Srl-Firenze- IT 100.00% 70,003 69,905 (99)
Marina Di Loano Spa-Loano (Sv)- IT 100.00% 81,709 79,570 (2,139)
Meridiano Secondo Srl-Milano- IT 100.00% 322,160 319,714 (2,446)
UnipolHome Spa-Bologna- IT 100.00% 9,520 7,349 (2,171)
Gruppo Una Spa-Milano- IT 100.00% 72,233 64,690 (7,543)
Centri Medici Dyadea Srl-Bologna- IT 100.00% 19,142 12,206 (6,935)
Berebel Spa-Bologna- IT 100.00% 15,120 1,344 (13,776)
Davinci Healthcare Srl-Milano- IT 77.06% 14,236 5,630 (8,607)
I.Car Srl-Zola Predosa (Bo)- IT 100.00% 76,876 22,738 (54,138)
Tantosvago Srl Società Benefit-Milano- IT 75.00% 21,228 4,754 (16,475)
Welbee Spa-Bologna- IT 100.00% 950 321 (629)
Società e Salute Spa-Milano- IT 100.00% 110,422 1,482 (108,940)

For the equity investments held in insurance companies, this higher value is supported by an internal estimate, aimed at determining the "value in use" of the equity investment, carried out using the methods described below.

Linear and UniSalute: the excess capital version of a Dividend Discount Model (DDM) was used.

Arca Vita: the Sum of Parts ("SoP") method was adopted, using an Appraisal Value type method for Arca Vita and Arca Vita International, and the excess capital version of the Dividend Discount Model (DDM) for Arca Assicurazioni.

DDOR Novi Sad: the excess capital version of a Dividend Discount Model (DDM) was used.

For the equity investments held in UnipolPay, Gruppo Una, Centri Medici Dyadea, BeRebel, Da Vinci Healthcare, I.Car, Tantosvago and Welbee, the higher carrying amount is supported by internal estimates, aimed at determining the "value in use" of the equity investments, carried out using a Discounted Cash Flow (DCF) methodology.

With regard to the equity investments referred to below, please take note of the following:

Meridiano Secondo, Nuove Iniziative Toscane and Marina di Loano:: the higher amount recognised in the financial statements relative to the corresponding portion of shareholders' equity is due to unrealised capital gains on properties and to entries pertaining to tax items.

UnipolSai Motor Partner: in order to determine the "value in use", a Complex Asset type methodology was adopted with the independent estimation of intangible assets.

UnipolHome: in order to determine the "value in use", a NAV type methodology was used, valuing the equity investment held in Unicasa with a Discounted Cash Flow (DCF) methodology.

3 Notes to the Financial Statements

Società e Salute: the amount recognised in the financial statements is supported by the results of a fairness opinion issued by a leading independent advisor, at the time of the acquisition taking place in the current year.

The other differences are not deemed significant.

Bonds

At 31 December 2023, bonds issued by Group companies and other investees amounting to €70,384k had been booked, marking an increase of €38,057k compared to the value in the previous period (€32,327k). During the year this item recorded an increase due primarily to the subscription of the following two bonds: a senior non-preferred Bper Banca bond, with a 5.75% coupon, issued in September 2023 and maturing on 11 September 2029, subscribed for a total value of €22,933k, and a senior preferred Banca Popolare di Sondrio green bond, with an 5.50% coupon, issued in September 2023 and maturing on 26 September 2028, subscribed for a total value of €14,977k. For the remainder, the item refers to bonds issued by the investee Syneteristiki for €1,500k, classified under non-current investments, the value of which has not changed compared to the previous year.

Loans to Group companies and other investees

Loans to Group companies (item C.II.3) amounted to €842,828k at 31 December 2023, with an increase of €497,692k compared to the previous year's figure.

The item includes the following loans:

Amounts in €k
Loans 2023 2022
UnipolRental 800,000 300,000
Meridiano Secondo 36,813 36,813
Borsetto 6,015 6,015
Ufficio Centrale Italiano - 2,308
Total 842,828 345,136

As has already been pointed out in the Management Report, the increase in the item was basically due to the net effect of the following transactions:

• disbursements to the subsidiary UnipolRental of an additional €500,000k in two tranches, the first of €150,000k on 4 July 2023 and the second of €350,000k on 11 August 2023;

  • disbursement to the subsidiary Cambiomarcia for a total of €8,000k in March 2023, attributed in full to capital contributions on 7 August 2023, with the resulting cancellation of the existing loan;
  • early repayment by the investee Ufficio Centrale Italiano (UCI) of the residual share, equal to €2,308k, of the loan disbursed by UnipolSai, with the resulting full extinction of the loan.

The changes of the bonds issued by investees (item C.II.2) and of the loans granted to Group companies and investees (item C.II.3) are also provided in Annex 5.

2.3 Other financial investments (item C.III)

The total balance of this item amounted to €35,787,704k, decreasing by €1,010,701k at 31 December 2022 (−2.7%). The main components can be summed up as follows:

Amounts in €k 2023 2022 Change on
2022
C.III.1 Shares and holdings 1,294,103 1,788,410 (494,307)
C.III.2 Mutual investment fund units 4,973,956 5,107,662 (133,705)
C.III.3 Bonds and other fixed-yield securities 29,465,367 29,821,462 (356,095)
C.III.4 Loans 21,474 21,916 (442)
C.III.6 Bank deposits 9,364 19,097 (9,733)
C.III.7 Sundry financial investments 23,441 39,858 (16,418)
Total 35,787,704 36,798,405 (1,010,701)
(2.7)%

The total item "other financial investments" contains no investments in companies in which the Company owns at least one-tenth of the share capital or voting rights that can be exercised at the ordinary shareholders' meeting.

The breakdown of shares and holdings, mutual investment fund units, bonds/other fixed-yield securities and sundry financial investments based on long-term and short-term use, separately for Non-Life and Life businesses, is provided in detail in Annex 8, with the corresponding current value indicated.

The changes of long-term assets in the year, including the items above, are provided in Annex 9.

The balance of the "shares and holdings" item (C.III.1) amounted to €1,294,103k, down by €494,307k compared to 31 December 2022 (−27.6%). Net value adjustments recognised at year end amounted to €15,930k.

Item C.III.2 "mutual investment fund units" amounted to a balance of €4,973,956k at 31 December 2023, with a decrease of €133,705k compared to 31 December 2022. Net value adjustments recognised at year end amounted to €37,548k. "Bonds and other fixed-yield securities" (item C.III.3) at 31 December 2023 broke down as follows:

% Change on
Amounts in €k 2023 Comp. 2022 2022
Securities issued by Gov., public entities
listed 18,247,174 61.9 18,666,676 (419,502)
unlisted 304,421 1.0 301,680 2,741
Convertible bonds 2 (2)
Other listed securities 10,689,531 36.3 10,622,299 67,231
Other unlisted securities 224,242 0.8 230,805 (6,563)
Total 29,465,367 100.0 29,821,462 (356,095)
(1.2)%

3 Notes to the Financial Statements

The breakdown between non-current uses and current uses was €22,942,352k and €6,523,015k, respectively. Government bonds and other listed securities, for a nominal value of €31,133,167k, of which €24,332,475k non-current and €6,800,692k current, are recognised in the financial statements for a total of €28,936,704k, €22,447,301k referring to the non-current segment and €6,489,403k to the current segment, respectively. If valued on the basis of the average prices in December 2023, these securities would amount to a total of €27,407,086k, of which €20,788,196k relating to the noncurrent segment and €6,618,890k to the current segment.

Net write-backs recorded on the portion of bonds included in the current assets portfolio amounted to €53,313k.

Unlisted securities, for a nominal value of €584,287k, of which €546,173k non-current and €38,114k current, are recognised in the financial statements for a total of €528,663k, respectively for €495,051k referring to the non-current segment and for €33,612k to the current segment; while the market value recorded at the end of the period was equal to €523,571k, of which €489,959k relating to the non-current segment and €33,612k to the current segment.

The securities in portfolio are mainly deposited with Banks or issuing Institutions.

In connection with the bonds under item C.III.3, an analytical indication of the positions of significant amount (greater than €130,000k) per issuer party is provided hereunder.

The exposures thus selected represent 69.8% of the entire portfolio.

Amounts in €k
Issuer Carrying amount
Tesoro Italia 13,098,812
Tesoro Spagna 1,614,555
Tesoro Francia 799,861
Mediobanca Spa 727,344
European Union 436,165
Tesoro Gran Bretagna 296,218
Comunitad De Catalunya 275,821
Deutsche Bank Ag 254,502
Jp Morgan Chase & Co. 243,824
Unicredit Spa 240,377
Barclays Bank Plc 234,337
Tesoro Portogallo 233,381
Comunidad De Madrid 218,782
Corsair Finance Ireland Ltd 213,313
Commerzbank Ag 200,487
Nomura International Funding Pte Lt 188,603
Ubs Group Ag 185,070
Goldman Sachs Group Inc 181,681
Citigroup Inc 167,764
Natwest Markets Plc 159,823
Banco Santander Sa 154,877
Bank Of America Corp 153,224
Tesoro Irlanda 147,480
Axa Sa 147,463
Total 20,573,764

The securities portfolio includes €5,348,044k relating to subordinated bonds; the details are provided in the chapter "Additional tables appended to the Notes to the Financial Statements", which shows the main characteristics of these investments.

Below, evidence is provided of the issuing and/or trading difference for the bonds and the other fixed-yield securities recorded under items C.II.2 and C.III.3:

Amounts in €k 2023
Positive issue spreads 12,160
Negative issue spreads (4,094)
Positive trading spreads 91,912
Negative trading spreads (29,837)
Zero coupon adjustments 185,313

3 Notes to the Financial Statements

Item C.III.4 "loans", amounting to €21,474k, recording a decrease of €442k against the 2022 figure, consists of €10,361k for loans on policies (€11,598k at 31/12/2022) and €11,112k for other loans (€10,318k at 31/12/2022) that comprise €5,227k for loans granted to agents (guaranteed by the portfolio indemnity and, in the event this is insufficient, by the special agent suretyship policy) and €5,886k for loans granted to employees.

The changes in the year in loans (item C.III.4) and bank deposits (item C.III.6) are shown in Annex 10.

Item C.III.6, totalling €9,364k, refers to term "bank deposits" with a duration of more than 15 days, with a decrease by €9,733k. The decrease is essentially due to the release by the custodian bank on 14 June and 28 June 2023 of €3,964k to sellers other than ICCREA and €931k to ICCREA by way of compensation resulting from the failure to comply with one of the guarantees set forth in the purchase agreement of UnipolRental. On 14 June 2023, furthermore, the custodian bank released the amount of €5,766k in favour of the sellers, against the first amount in escrow of €11,674k.

"Sundry financial investments" (item C.III.7), equal to €23,441k, decreased by €16,418k compared to the previous year, mainly linked to early closures of call options on indexes.

Amounts in €k 2023 2022 Change on
2022
Premiums for call options 22,302 39,858 (17,556)
Premiums for put options 167 167
Premiums for other options 972 972
Total 23,441 39,858 (16,418)
(41.2)%

Transactions involving bonds attributed to the long-term segment

To ensure the availability of freely negotiable investments, the Company has adopted an Investment and Liquidity Policy that was approved with a board of directors' resolution, wherein a maximum limit of long-term investments was established (70% Life and 60% Non-Life), calculated on the Company's total investments, which include equity instruments, debt securities, deposits at credit institutions, sundry financial investments - limited to repurchase transactions and bank deposits and postal current accounts, except for investments considered strategic, all investments falling under Class D (Class III and Class VI) and those covering defined benefit policies.

The total of the reference investments to verify the incidence of the securities of the long-term segment at 31 December 2023, calculated as explained above, consists of the following, separately for the Non-Life and Life businesses:

Non-Life business

Amounts in €k
Non Life- Business 2023
C.III.1 Shares and holdings 711,794
C.III.2 Mutual investment fund units 2,099,700
C.III.3 Bonds and other fixed-yield securities 6,654,824
C.III.6 Bank deposits 9,364
C.III.7 Sundry financial investments (*)
F.II.1 Liquidity 325,136
Total 9,800,818

(*) limited to repurchase agreements.

Life business

Amounts in €k
Life- Business 2023
C.III.1 Shares and holdings 582,309
C.III.2 Mutual investment fund units 2,874,257
C.III.3 Bonds and other fixed-yield securities (*) 22,796,577
C.III.6 Bank deposits
C.III.7 Sundry financial investments (**)
F.II.1 Liquidity 212,206
Total 26,465,348

(*) Except those covering defined benefit policies.

(**) limited to repurchase agreements.

Total long-term investments in the Non-Life business at 31 December 2023 amounted to €4,964,350k, which is 50.65% of total financial investments.

Total long-term investments in the Life business at 31 December 2023 amounted to €18,423,148k (not including those covering defined benefit policies), which is 69.61% of total financial investments.

During the year securities totalling €25,759k in the Non-Life segment and €23,101k in the Life segment were transferred from the current segment to the non-current segment.

Overall, in the Non-Life segment sales amounted to €207,008k and resulted in the realisation of net capital losses of €26,390k, in the Life segment they amounted to €195,804k, with net capital gains realised of €524k.

Sales of the Non-Life segment were carried out on corporate securities with particularly low yields, purchased in market conditions characterised by interest rates close to zero, reinvesting the liquidity deriving from the disposals mainly in bonds at current yields, in order to adjust the profitability of the portfolio to changed market conditions.

In the Life segment, sales concerned financial and corporate government bonds attributed to Segregated Funds, with the aim of reducing the over-hedges that had been generated in a context characterised by higher than expected surrenders, to preserve short- and medium-term financial balance of the portfolios and expected profitability, in the exclusive interest of the policyholders.

2.4 Deposits with ceding companies (item C.IV)

These receivables at 31 December 2023 amounted to €378,167k, increasing by €183,001k compared to the 2022 figure (+93.8%). The increase is mainly attributable to the recognition at 31 December 2023 of the values of existing deposits of UnipolRe for €117,697k.

These are deposits set up as guarantee at the ceding companies in connection with the risks underwritten in reinsurance, whose movements (establishment and repayment) take place annually or every six months. Their duration largely depends on the specific nature of the underlying insurance benefits and on the actual duration of the reinsurance agreements, which are renegotiated at the end of each year.

Deposits with ceding companies were not written down as they are considered recoverable.

3 Notes to the Financial Statements

Section 3 - Investments benefiting Life business policyholders that bear the risk and investments arising from Pension Fund management (item D)

The investments regarding the technical provisions pertaining to contracts having the characteristics indicated by Art. 41 of Italian Legislative Decree 209 of 7 September 2005 "Private Insurance Code" are reported in Class D.I. These are specifically Index-Linked and Unit-Linked products.

The balance of Class D.I amounted to €1,274,330k, which increased by €134,396k compared to the previous year (+11.8%).

During the period, no assets were transferred from class D.I to class C, or from class C to class D.

The details of the assets relating to contracts whose benefits are linked with investment funds and market indices (item D.I) are provided in Annexes 11 (Total), 11/1 and 11/2 for the two types of product (Index-Linked and Unit-Linked). Class D.II records the investments relating to the defined contribution open pension fund and includes 22 occupational pension funds for which management backed by guarantee is carried out.

At the end of 2023, these investments amounted to a total of €6,087,096k, an increase of €1,442,632k (+31.1%) compared to the previous year, mainly due to new subscriptions, as described in the Management Report.

The details of the assets arising from pension fund management (item D.II) are provided in the annexes:

  • no. 12 (Total);

  • no. 12/4 for "UnipolSai Previdenza FPA";

  • no. 12/8 for "Arco";
  • no. 12/10 for "Alifond";
  • no. 12/11 for "Byblos";
  • no. 12/13 for "Telemaco";
  • no. 12/16 for "Fondapi";
  • no. 12/19 for "Fonte";
  • no. 12/21 for "Perseo Sirio Gar.";
  • no. 12/23 for "F.do Pens. Prev. Cooperativa Gar.";

  • no. 12/25 for "F.do Pens. Cariplo Gar.";

  • no. 12/26 for "F.do Pens. Mediafond Gar.";

  • no. 12/28 for "F.do Pens. Prevedi Sicurezza Gar.";
  • no. 12/29 for "F.do Pens. Agrifondo Gar.";
  • no. 12/30 for "F.do Pens. Concreto Gar.";
  • no. 12/31 for "F.do Pens. Espero Gar.";
  • no. 12/32 for "F.do Pens. Gr. Banco Pop. Gar.";
  • no. 12/34 for "F.do Istituto San Paolo Gar.";
  • no. 12/35 for "F.do Pens. Gommaplastica Gar.".
  • no. 12/36 for "F.do Pens. Pegaso Gar.";
  • no. 12/37 for "F.do Pens. Fondemain Gar.";
  • no. 12/38 for "F.do Pens. Fopen Gar.";
  • no. 12/39 for "F.do Pens. Prevaer Gar.";
  • no. 12/40 for "F.do Pens. Fonchim Gar.".

According to the instructions issued by the Supervisory Commission for Pension Funds (COVIP) with its Resolution of 17 June 1998, the statement of the Open Pension Fund has been drawn up for the year ended at 31 December 2023, annexed to the Company's Financial Statements as required by the mentioned regulations.

Section 4 - Technical provisions - reinsurers' share (item D.bis)

The balance of this item at 31 December 2023 amounted to €951,245k. The breakdown and change compared with the previous year are summarised in the following table:

Change on
Amounts in €k 2023 2022 2022
Life business technical provisions 12,327 12,269 58
Life business - amounts payable 2,336 2,045 291
Non-Life premium provision 89,599 85,952 3,647
Non-Life claims provision 846,983 412,588 434,395
Total 951,245 512,853 438,391
85.5%

The increase in reinsured provisions in 2023, which reflects the performance of provisions for the direct business of the company, is associated with the claims following extreme weather events that occurred during the year.

The technical provisions - reinsurers' share are calculated using the same criteria used for allocating direct business provisions while also considering the contractual reinsurance clauses.

The reinsurers' share is determined with the same criteria used for forming risks underwritten provisions and represent their share of the contractual commitments.

Section 5 - Receivables (item E)

The balance of this item at 31 December 2023 was €5,371,324k. The breakdown and change compared with the previous year are summarised in the following table:

Amounts in €k 2023 2022 Change on
2022
Due from policyholders for premiums 645,072 576,182 68,890
Receivables from ins. intermediaries 959,785 999,064 (39,279)
Insurance company current accounts 18,495 21,525 (3,030)
Policyholders and third parties for amounts to be recovered 165,453 132,659 32,794
Receivables relating to reinsurance business 212,014 40,593 171,421
Other receivables 3,370,506 2,506,598 863,908
Total 5,371,324 4,276,621 1,094,703
25.6%

Receivables from policyholders (item E.I.1) accounted for 6.0% of direct premiums of the year (5.6% in 2022).

These receivables included receivables of doubtful collection, against which a write-down of €33,420k was made (€31,270k at 31/12/2022). The valuation of receivables from policyholders was made taking into account the historic trend of the rates of recovery of the receivables. Significant unit amounts in the receivables of doubtful collection are not reported. During the year, uses were also recognised against cancellations of premiums from previous years, as described in more detail in the changes in the provision for the adjustment of these receivables shown below:

3 Notes to the Financial Statements

Amounts in €k
Bad debt provision 2023
Opening balance 31,270
Uses during the period (9,040)
Provisions 11,190
Closing balance 33,420

Receivables from agents and other intermediaries (item E.I.2) mostly consist of the portfolio reimbursements from the agencies and the receivables for premiums collected toward the end of the year.

The bad debt provision allocated and referred mainly to receivables for reimbursements, which totalled €18,003k, was sufficient to cover the receivables of doubtful collection.

Receivables from policyholders and third parties for amounts to be recovered amounted to €165,453k, and are recorded at their estimated realisable value. The balance of this item increased by €32,794k compared to 31 December 2022.

Receivables from insurance and reinsurance companies and from reinsurance intermediaries (item E.II), for the most part short-term, derived from inwards and outwards reinsurance relations, and amounted to €212,014k at 31 December 2023, increasing by €171,421k compared to 2022 (422.3%). Also in this case, the comparison was affected by the aggregation of the balance sheet balances at 31 December 2023 of the merged company UnipolRe, which amounted to €56,005k for this item.

These amounts are net of the relevant bad debt provision that totalled €24,383k. The doubtful positions are measured individually.

"Other receivables" (item E.III) amounted to €3,370,506k ( increasing by €863,908k compared to 31/12/2022). The breakdown and change compared with the previous year are summarised in the following table:

Amounts in €k 2023 2022 Change on
2022
Tax authorities 3,050,319 1,989,239 1,061,080
Group companies 50,535 101,838 (51,302)
Rent 8,866 9,650 (784)
Mutuelle Du Mans 15,344 16,606 (1,262)
Roadway Accident Victims Fund 62,327 60,018 2,309
Derivative contract guarantees 79,100 226,060 (146,960)
Sundry receivables 104,015 103,188 827
Total 3,370,506 2,506,598 863,908
34.5%

Additional details are provided for the most significant items, as follows:

  • tax receivables for €3,050,319k (€1,989,239k at 31/12/2022), comprising mainly:
    • €658,235k relating to the advance payment of the insurance tax (provided for by Decree Law 282/2004, as amended by Law no. 205 of 27/12/2017);
    • €2,145,358k for receivables from tax subsidies ("Ecobonus" and "Superbonus") purchased from direct beneficiaries or previous purchasers, which can be recovered by offsetting them against future payments (€1,082,306k at 31/12/2022);
    • €192,606k for the amounts paid in connection with the substitute tax on the mathematical provisions, established by Decree Law 209 of 25 September 2002, recovered in conformity with the mentioned regulations;

  • €6,770k for withholdings;
  • €24,661k for the IRAP receivable;
  • €8,592k for claims of reimbursement of foreign tax receivables.
  • Receivables from group companies for €50,535k. Among them were €17,621k as a receivable for withholding tax from the holding company Unipol Gruppo by effect of participation in the tax consolidation.
  • Receivables from the Company Mutuelle du Mans amounted to €15,344k, with a −€ 1,262k difference compared to 31 December 2022. This receivable regards the guarantee on the adequacy of the technical provisions at 31 December 2004 of the companies MMI Danni and MMI Assicurazioni, acquired in 2005, issued at the time of their purchase from Mutuelle du Mans. Based on the agreements currently in force, as amended by the settlement agreement signed on 3 November 2017, MMA had undertaken to pay to UnipolSai the difference between the net amount paid and the value of the provisions at 31 December 2004 (the net amount paid being the algebraic sum of claims paid, direct expenses, direct settlement expenses, indirect settlement expenses, amounts recovered from policyholders and reinsurers' shares), validated by an independent Auditor (KPMG). The receivable is secured by a bank guarantee on first request for the initial amount of €29,823,750 then reduced - following the payments made in the meantime - to €18,171,750. The guarantee covers MMA's commitment to the obligation for periodic settlement of the additional differential that may be noted by the Auditor, no later than 3 months from the end of each half, with respect to the net amount paid after 30 June 2014, net of the relative periodic payments received.
  • Receivables from the Roadway Accident Victims Fund that amounted to €62,327k, €382k of which derived from the excess contribution advance paid in January 2023 over the amount actually due and €61,945k from claims settlement activity;
  • Payments made as cash collateral to safeguard transactions in derivatives totalling €79,100k.

Sundry receivables, which amounted to €104,015k net of total write-downs of €154,016k, include:

  • Receivable from Avvenimenti e Sviluppo Alberghiero (a wholly-owned subsidiary of Im.Co.) that amounted to €103,158k, of which €101,665k as advances paid by Milano Assicurazioni pursuant to a contract for the purchase of future property pertaining to a property complex in Rome, Via Fiorentini, written down completely in prior years;
  • Items awaiting financial settlement for €40,571k, of which receivables from Finitalia for €23,204k for lending to agents and policyholders for the underwriting of instalment policies;
  • Disputed receivables due from agents of €28,356k against which value adjustments totalling €26,609k were recognised;
  • Receivables for €16,376k from providers as provisions for claims management expenses;

Section 6 - Other assets (item F)

The balance of this item at 31 December 2023 was €1,492,027k. The breakdown and change compared with the previous year are summarised in the following table:

Amounts in €k 2023 2022 Change on
2022
F.I Property, plant and equipment and
inventories
75,683 70,753 4,930
F.II Cash and cash equivalents 537,363 461,343 76,020
F.IV Other assets 878,982 946,559 (67,578)
Total 1,492,027 1,478,655 13,372
0.9%

Property, plant and equipment and inventories recorded in item F.I are considered long-term assets. The balance at 31 December 2023, which totalled €75,683k, is net of the relevant accumulated depreciation as per the following table:

3 Notes to the Financial Statements

Amounts in €k 2023 2022 Other
changes
Office furniture and machines and internal means
of transport
49,858 48,783 1,075
Movable assets entered in public registers 0
Plant and equipment 21,446 17,591 3,855
Inventories and sundry goods 4,380 4,380
Total 75,683 70,753 4,930

Cash and cash equivalents (item F.II) amounted to €537,363k (€461,343k at 31/12/2022), €537,342k of which refer to current account deposits (€461,325k in 2022) and €21k to cash and revenue stamps. The effect of the merger amounted to €17,096k, attributed entirely to the Non-Life business.

Cash and cash equivalents include bank current accounts in currencies other than the euro (mainly US dollars, Swiss francs, British sterling and Japanese YEN) for a value of €25,518k and credit balances in postal current accounts totalling €4,145k. The balance of the item includes the net fees accrued and not yet paid at the end of the period.

Sundry assets (item F.IV.2) amounted to €878,982k at year end (€946,559k in 2022, showing a 7.1% decrease).

The breakdown and change compared with the previous year are summarised in the following table:

Amounts in €k 2023 2022 Change on
2022
Technical entries on claims 99,622 100,106 (485)
Attachments for claims 25,033 15,441 9,592
Non-Life/Life connection account 7,060 10,546 (3,486)
Advances on portfolio indemnities 30,418 27,328 3,091
Real estate expense to recover 8,180 10,760 (2,580)
Financial Assets 38,366 64,406 (26,040)
Items to be settled and transitional accounts 22,634 28,799 (6,165)
Deferred tax assets 630,526 673,652 (43,126)
Sundry assets 17,143 15,522 1,622
Total 878,982 946,559 (67,578)
(7.1)%

Note that technical items on claims included the amount of the "handler lump-sum" to recover, amounting to €89,616k (€90,372k in 2022).

The item "Financial assets", amounting to €38,366k, included the offsetting item from the valuation of transactions in derivative financial instruments outstanding at 31 December 2023 equal to €21,963k, which refer to:

  • contra-item of forward currencies for €19,080k;
  • contra-item of asset swaps for €2,883k.

The item also included €16,403k referring to the margins paid to JP Morgan as the clearing broker of the Interest Rate Swap transactions cleared at the London Clearing House Clearnet.

Deferred tax assets amounted to €630,526k.

The changes in the receivable for deferred tax assets that took place in the period are summarised in the following table:

Amounts in €k
Deferred tax assets 2023
Aggregate opening balance 673,652
Increases during the period 128,152
Uses during the period (173,215)
Other changes 1,936
Total 630,526

The additional information on deferred tax assets is provided in the statement (drawn up pursuant to Art. 2427, paragraph 1, point 14 of the Civil Code) provided in section 21 of the Income Statement.

Section 7 - Accruals and deferrals (item G)

Item G "accruals and deferrals" showed a total balance at 31 December 2023 of €383,546k with an increase of €39,521k compared to the prior year (11.5%).

The breakdown into accruals and deferrals follows:

Total 347,565 35,980 383,546
G.3 Other accruals and deferrals 32,471 32,471
G.2 Rental income 3,509 3,509
G.1 Interest 347,565 347,565
Amounts in €k Accruals Deferrals Total

Item G.1 "interest", which amounted to €347,565k (€308,665k at 31/12/2022), is mostly made up of accruals on securities for €323,284k, accruals on derivatives totalling €8,750k and accruals on intercompany loans for €15,532k. Prepayments on rental fees totalled €3,509k.

Item G.3 "other accruals and deferrals", which amounted to €32,471k (€31,663k at 31/12/2022), breaks down as follows:

• expense deferrals on long-term loans totalling €5,614k;

  • overhead deferral for €15,614k;
  • prepayments on technical items for €8,413k;
  • other deferrals individually insignificant for €2,830k.

3 Notes to the Financial Statements

Statement of Financial Position - Liabilities

Section 8 - Shareholders' Equity (item A)

Movements in shareholders' equity recognised during the year with respect to the previous year are set out in detail in the attached statement of changes in shareholders' equity, included in the section "Additional tables appended to the Notes to the Financial Statements".

A statement of use and availability of equity reserves has also been annexed, as required by Art. 2427, paragraph 1, no. 7-bis of the Civil Code.

The share capital and equity reserves at 31 December 2023 totalled €5,714,508k.

At 31 December 2023, the share capital amounted to €2,031,456k (unchanged compared to the previous year), subscribed and fully paid-up, consisting of 2,829,717,372 ordinary shares, all with no nominal value.

As decided by the Shareholders' Meeting of 27 April 2023, the Life loss was fully covered through the partial use of the Merger Reserve, which is a capital reserve and posted under the item "Other Reserves" in the amount of €60,018k, and the allocation to the "Extraordinary Reserve" of the same amount as the amount of the Non-Life profit exceeding the net profit for the year, again posted under the item "Other Reserves" for the Non-Life business, which constitutes a capital reserve.

It was also decided, taking into account the treasury shares held in the portfolio at the ex-dividend date, to distribute a total dividend of €452,739k as follows:

  • allocating the net profit for the year ended 31 December 2022 of €144,731k as dividend;
  • through the distribution of part of the distributable profit reserves and, more specifically, the extraordinary reserve for a total of €308,008k, of which €112,092k relating to the Life business and €195,915k relating to the Non-Life business.

Details of the equity reserves, which at 31 December 2023 totalled €3,683,052k, are provided in the following table:

Change. on
Item 2023 2022 2022
A.II Share premium reserve 407,256 407,256
A.III Property revaluation reserve 96,559 96,559
A.IV Legal reserve 406,291 406,291
A.VI Reserve for shares of the holding company 2,861 2,561 300
A.VII Other reserves 2,772,313 3,080,621 (308,308)
Merger reserve 1,813,247 1,813,547 (300)
Extraordinary reserves 700,580 1,008,587 (308,008)
Tax realignment reserve ex Decree Law 104/2020 323,931 323,931
Dividend equalisation reserve 826 826
Premium reserve for disposal of option rights
that were not exercised
5 5
Reserve for difference on sale of treasury shares (66,275) (66,275)
A. X Negative reserve for treasury shares (2,229) (2,488) 259
Total 3,683,052 3,990,801 (307,749)
(7.7)%

Amounts in €k

The reserve for shares of the holding company was adjusted to the value of the securities held in the portfolio at the end of the period, with the change allocated to the merger surplus reserve from which it had originally been drawn. The negative reserve for treasury shares in portfolio was adjusted following the transactions made in relation to the financial instrument-based compensation plans for senior executives.

Total Other reserves included income-related reserves subject to suspended taxation for €323,931k, established in previous years following the exercise of the option set forth in Italian Legislative Decree 104 of 2020, which permitted the realignment for tax purposes of the values of goodwill and other assets at 31 December 2022, entailing as a result the requirement of restricting a specific reserve in an amount corresponding to the higher tax values recognised net of substitute tax due. These reserves are unchanged compared to the previous period.

Section 9 - Subordinated liabilities (item B)

The subordinated liabilities issued by UnipolSai Assicurazioni amounted to €1,750,000k, with a net decrease of €80,000k compared to the figure of the previous year, and relate to:

  • €1,250,000k for hybrid bond loans;
  • €500,000k for subordinated bond loans.

The main characteristics of the subordinated liabilities are given below:

  • €750,000k subordinated bond loan with indefinite maturity issued on 18 June 2014 and listed on the Luxembourg Stock Exchange with option of early repayment subject to the authorisation of the Supervisory Authority starting from the tenth year. Interest at the fixed rate of 5.75% accrue on the loan for the first ten years, and after that date, the coupon will be variable and based on the 3-month Euribor plus a spread of 518 basis points. The loan has characteristics such that it can be calculated amongst the elements forming the Solvency margin, has a comparable subordination level to Tier I and is subject to the interim measures prescribed by the Solvency II regulations. The total interest for the year at 31 December 2023 was €43,061k.
  • €500,000k subordinated bond loan with indefinite maturity issued on 27 October 2020 and listed on the Luxembourg Stock Exchange with option of early repayment subject to the authorisation of the Supervisory Authority starting from the tenth year. Interest at the fixed rate of 6.375% accrues on the loan for the first ten years, and after that date, the coupon will be variable and based on the 5-year Mid-Swap rate plus a spread of 674.4 basis points. The loan has characteristics such that it can be calculated amongst the elements forming the Solvency margin and has a comparable subordination level to Restricted Tier I. The interest accrued at 31 December 2023 amounted to €31,848k.
  • €500,000k subordinated 10-year bond loan issued on 1 March 2018 and listed on the Luxembourg Stock Exchange. Interest at a fixed rate of 3.875% accrues on this loan. The loan has characteristics such that it can be calculated amongst the elements forming the Solvency margin, has a comparable subordination level to Tier II. The total interest for the year at 31 December 2023 was €19,375k.

The total interest for the year at 31 December 2023 was €94,284k. The reduction in this item was attributable to the full repayment on 24 July 2023 of the Mediobanca Tier 1 subordinated loan with an original amount of €400,000k, through repayment of the fifth and final tranche of €80,000k as indicated in the contractually envisaged repayment plan.

Section 10 - Technical provisions (items C.I - Non-Life business and C.II - Life business)

The breakdown of technical provisions and their changes are summarised in the following table:

Amounts in €k 2023 2022 Change on
2022
Non-Life premium provision 3,194,193 3,099,848 94,345
Non-Life claims provision 11,377,081 9,864,013 1,513,068
Other Non-Life business provisions 54,158 99,815 (45,657)
Life business technical provisions 25,848,967 25,953,853 (104,886)
Life business - amounts payable 259,660 250,133 9,527
Total 40,734,059 39,267,663 1,466,397
3.7%

Non-Life business technical provisions

The Non-Life business technical provisions at 31 December 2023 totalled €14,625,432k (+€1,561,755k compared to 31/12/2022) and were formed in observance of ISVAP Regulation no. 22 of 4 April 2008 as amended (hereafter defined "Regulation"), issued in implementation of Art. 37, paragraph 1 of Decree Law 209/2005.

Premium provision

The premium provision amounted to €3,194,193k (+3.0% compared to 31/12/2022) and breaks down as follows:

  • €3,054,908k for premium provision for unearned premiums and supplementary provisions;
  • €15,695k for premium provision for unexpired risks;
  • €123,590k for indirect insurance premium provision.

With regard to indirect business, there was an increase due to the aggregation into UnipolSai on 31 December 2023 of the period-end statement of financial position amounts of the subsidiary UnipolRe amounting to €21,947k. Details of the premium provision for unearned premiums and of supplementary provisions broken down by class are given in the following statement:

Amounts in €k
Class Unearned premiums
and supplementary
provisions
Current risks Total
1- Accident 253,089 253,089
2- Health 38,311 38,311
3- Land Vehicle Hulls 422,914 422,914
4- Railway rolling stock 248 248
5- Aircraft 344 40 384
6- Marine Vessels 2,408 192 2,600
7- Goods in transit 5,889 5,889
8- Fire 571,479 15,463 586,942
9- Other damage to property 283,637 283,637
10- Land Vehicle TPL 980,611 980,611
11- Aircraft TPL 785 785
12- Marine TPL 4,366 4,366
13- General TPL 283,546 283,546
14- Credit 49 49
15- Bonds 81,081 81,081
16- Pecuniary losses 27,438 27,438
17- Legal expenses 31,120 31,120
18- Assistance 67,592 67,592
Total direct business 3,054,908 15,695 3,070,603
Indirect business 123,590 123,590
Total 3,178,498 15,695 3,194,193

The premium provision for unearned premiums was calculated for each risk according to the "pro rata temporis" method, which involves deferring a portion of premium proportionate to the hedge time lacking until the receipt expires.

Then the directly chargeable acquisition costs are deducted in order to calculate the premium provision. They are calculated based on the percentage incidence, compared to gross premiums written, of expense items relating to acquisition commissions, overcommissions and other items incurred during the year.

As for the supplementary provisions of the premium provision:

  • the bonds supplementary provision, which amounted to €39,554k, was calculated on the basis of Articles 10 and 11 of Annex no. 15 to ISVAP Regulation no. 22 of 4 April 2008 and subsequent amendments and integrations (€38,210k at 31/12/2022);
  • the supplementary provision for insurance covering damages caused by natural disasters consisting of earthquake, seaquake and volcanic eruption amounted to €411,725k (€364,129k at 31/12/2022) and was calculated on the basis of Art. 16 of Annex no. 15 to ISVAP Regulation no. 22 of 4 April 2008 and subsequent amendments and integrations;
  • the supplementary provision for insurance covering damages caused by hail was calculated on the basis of Articles 12 and 13 of Annex no. 15 to ISVAP Regulation no. 22 of 4 April 2008 and subsequent amendments and integrations. Based on the verifications performed, it was not necessary to allocate any additional amounts to that provision, like what took place at 31 December 2022;

3 Notes to the Financial Statements

• the allocation regarding the provision for unexpired risks, corresponding to €15,695k, was calculated on the basis of Art. 8 of Annex no. 15 of ISVAP Regulation no. 22 of 4 April 2008 and subsequent amendments and integrations (empirical method), based on the ratio of claims to premiums pertaining the current generation recorded in the reporting year and measured also taking into account values gathered from the ratio in previous years;

The instalments falling due are calculated by adding up all the portions of premium still unissued until the year is completed. To measure the claims to premium ratio, the Company considered as a basis the average of the values recorded in the last three financial statements. Only in the case in which this result was higher than 100% was a provision for unexpired risks set aside. The provision is equal to the sum that allows the balance between premium provisions plus instalments falling due and the expected costs to be re-established. Based on these calculations, the provision was made to the Health, Marine Vessels and Fire classes, the classes where the expected claims exceed the value of the premium provision plus the instalments due.

• the supplementary provision in the credit class was determined on the basis of the provisions of Annex no. 15 bis to ISVAP Regulation no. 22 of 4 April 2008 and subsequent integrations and amendments, and Article 4 of Ministerial Decree of 23 May 1981. Based on the verifications performed, it was not necessary to allocate any additional amounts to that provision, like what took place in the previous year.

Other provisions

  • The provision for profit sharing and reversals (item C.I.3) amounted to €3,524k. The decrease compared to 31 December 2022 was €182k (−4.9%) and was calculated according to the provisions of Art. 45 of Annex no. 15 of ISVAP Regulation no. 22 of 4 April 2008 and subsequent amendments and integrations, taking into account the amounts to pay to policyholders and beneficiaries of the contracts by way of technical profit sharing and premium reversal.
  • Other technical provisions (item C.I.4) amounted to €752k (€463k at 31/12/2022). They consist of the direct business ageing provision calculated on the basis of Articles 42, 43 and 44 of Annex no. 15 to ISVAP Regulation no. 22 of 4 April 2008 and subsequent amendments and integrations in the amount of €349k (€427k at 31/12/2022) and the indirect business ageing provision in the amount of €402k (€36k at 31/12/2022). All health insurance contracts part of the Italian portfolio not having the characteristics set forth in Art. 43 of Annex no. 15 of ISVAP Regulation no. 22 of 4 April 2008 and subsequent amendments and integrations were selected and left out of the calculation when determining the direct business ageing provision. The gross premiums of 2023 relating to the remaining portfolio amounted to €3,492k.

The flat rate of 10% was applied on these premiums. This rate is considered sufficient considering the low average contractual duration of the policies in portfolio (5 years) and since there is no long-term "whole life" product.

• The equalisation provisions (item C.I.5), which amounted to €49,882k (€95,646k was the amount of the provisions at 31/12/2022) included €49,459k for the equalisation provision for risks of natural disasters aimed at offsetting the trend of claims over time and formed based on Art. 37 of Decree Law 209/2005, €83k for the equalisation provision for credit insurance business and the remaining €340k for the other technical provisions of indirect business. The decrease is due to the full use of the reserve existing at the end of the previous year in relation to the Fire class in the amount of €48,924k following the catastrophic events that occurred during the year.

The breakdown by class of the direct business equalisation provisions is provided in the following table:

Amounts in €k 2023
1- Accident 4,156
2- Health 10
3- Land Vehicle Hulls 36,487
4- Railway rollingstock 26
5- Aircraft 204
6- Marine Vessels 783
7- Goods in transit 2,666
9- Other damage to property 4,489
14- Credit 83
16- Pecuniary losses 288
18- Assistance 350
Total 49,542
Indirect business 340
Total 49,882

Claims provision

The direct business claims provision amounted to €10,359,172k, an increase of €735,311k compared to €9,623,861k at 31 December 2022 (the reserve attributable to reinsurers amounted to €846,983k with a change of €434,395k compared to 31/12/2022) and consisted of:

  • €8,643,750k for compensation and direct expenses (€7,950,914k at 31/12/2022);
  • €1,065,123k for the provision for claims incurred and reported late (€1,060,884k at 31/12/2022);
  • €650,299k for settlement expenses (€612,063k at 31/12/2022).

With regard to the change in the direct business claims provision, it should be noted that the amount referring to events of the current year, which also include the estimates relating to particularly significant atmospheric events in 2023 (in particular the flood event in Emilia Romagna in May 2023 and the storm in Northern Italy in July 2023), exceeds the value of payments on claims incurred in previous years, for which the settlement rate in any event remains at high levels that have been consolidated over time. In addition, there was a release of reserves justified by the good stability of the reserves set aside in previous years. In this regard, also see what is reported in Section 18. - Information concerning the Non-Life technical account, below.

In indirect business, the reserve amounted to €1,017,909k (€240,152k at 31/12/2022). The effect of the merger with UnipolRe amounted to €710,860k.

The claims provision for direct business is calculated with the so-called inventory method together with assessments made with statistical-actuarial methodologies, as established by Art. 24 of Annex no. 15 of ISVAP Regulation no. 22 of 4 April 2008 and subsequent amendments and integrations. Upon opening of the claims an estimate of reference is proposed on the system that the adjuster is required to accept until when he/she has information that allows him/her to make a more detailed appraisal of the claim.

The provisions are continuously updated. The adjuster must update the reserve each time he/she learns of information that causes a considerable shift in the value of the position in question since it affects the liability or the value of the damage.

The update of the provisions is monitored with the creation of an automatic ageing report that is triggered when some conditions (no estimate, reopening, change in outcome) occur or by the fact that a given number of months has elapsed, variable depending on the class, over which the adjuster must update the valuation of the provision.

3 Notes to the Financial Statements

The final quantification of the total amount to record on the financial statements is determined by, where applicable, also resorting to statistical-actuarial methodologies carried out by the management structure in conformity with regulations in force. More specifically, evaluations deriving from the trend of the property/persons mix, the settlement rate and the average cost of the previous year are used for the MV TPL claims for the year. The statistical-actuarial models were adapted to explicitly take into account the inflationary phenomenon characterising the current period and the future scenario.

The indirect settlement expense quantification and attribution procedure involves an analysis by cost centre of the personnel expenses and overheads that catalogues what is attributable to the settlement expenses beforehand.

Attribution to the single classes (for the not directly allocated expenses) and to generation for the year is done according to the claims paid.

The provision for direct and indirect settlement expenses was measured by applying, per year of occurrence of the claims, the percentage obtained from the historic analysis of the incidence of the expenses paid on the indemnities to the amount of the provisions estimated at final cost.

The provision for claims incurred but not reported is calculated based on the provisions of Art. 29 of Annex no. 15 of ISVAP Regulation no. 22 of 4 April 2008 and subsequent amendments and integrations, with the frequency of the claims and average cost measured separately.

The final figures recorded in the year with regard to what is forecast at the end of the previous year are also considered for the allocations. For more details on the methods used to calculate the claims provision, please refer to section A of these notes.

The changes in the year in the premium provision components (item C.I.1) and the Non-Life claims provision (item C.I.2) are indicated in Annex 13.

Life business technical provisions

The Life business technical provisions (Class C.II) at 31 December 2023 amounted to a total of €26,108,628k (€26,203,987k at 31/12/2022). The decrease was €95,359k.

The amount of the technical provisions is adequate for the Company's commitments with the contracting parties, the policyholders and the beneficiaries, and are broken down as follows:

  • €25,743,438k relating to the mathematical provision of direct business and the supplementary insurance provisions;
  • €258,602k for direct business amounts payable;
  • €98,597k relating to the sundry technical provisions, which entirely refer to allocations for future operating expenses;
  • €5,200k relating to the provision for profit sharing and reversals;
  • €1,732k relating to the mathematical provision of indirect business;
  • €1,058k for indirect business amounts payable.

The provision for direct business amounts payable at the end of the year amounted to €258,602k (€249,805k at 31/12/2022), €128,962k of which relating to the previous year.

The changes in the year in mathematical provision components (item C.II.1) and provision for profit sharing and reversals (item C.II.4) are indicated in Annex 14.

The other technical provisions (item C.II.5), which amounted to €98,597k at 31 December 2023 (€98,005k the figure at 31/12/2022) entirely refer to allocations for future operating expenses and are broken down by class as follows:

Amounts in €k 2023 2022 Change on
2022
Class I 80,700 79,802 899
Class III 3,146 2,508 637
Class IV 302 287 15
Class V 14,449 15,408 (959)
Total 98,597 98,005 592

Section 11 - Technical provisions where the investment risk is borne by policyholders (item D.I) and provisions arising from Pension Fund management (item D.II)

This category includes the Life insurance policies where the yield is based on investments or indices for which the policyholder bears the risk. The related mathematical provisions are calculated with reference to the obligations provided by the agreements and are represented with the best possible approximation by the reference assets.

The total amount at 31 December 2023 amounted to €7,361,426k, increasing against the previous year by €1,577,028k (+27.3%) compared to the previous year, strictly related to the signing of new mandates. With reference to the product types in the portfolio, the amount of the technical provisions breaks down as follows:

3 Notes to the Financial Statements

Amounts in €k
Sub - Funds 2023
Polizze Index-Linked 504
Polizze Unit-Linked 1,273,827
Unipol Previdenza FPA 900,399
Arco 103,951
Alifond 226,136
Byblos 205,007
Telemaco 150,328
Fondapi 132,595
Fonte 849,971
Perseo Sirio gar. 362,593
F.do Pens. Prev. Cooperativa Gar. 460,926
F.do Pens. Cariplo Gar. 6,696
F.do Pens. Mediafond Gar. 5,858
F.do Pens. Prevedi Sicurezza Gar. 172,660
F.do Pens. Agrifondo Gar. 94,786
F.do Pens. Concreto Gar 33,382
F.do Pens. Espero Gar. 251,801
F.do Pens. Gr. Banco Pop. Gar. 459,383
F.do Istituto San Paolo Gar. 674,536
F.do Pens. Gommaplastica Gar. 183,289
F.do Pens. Pegaso Gar. 168,449
F.do Pens. Fondemain Gar. 31,004
F.do Pens. Fopen Gar. 244,260
F.do Pens. Prevaer Gar. 83,134
F.do Pens. Fonchim Gar. 285,953
Totale 7,361,426

Section 12 - Provisions for risks and charges (item E)

Item E states the balances of the provisions specified hereunder:

Amounts in €k 2023 2022 Change on
2022
Post employment benefits and similar obligations 1,553 1,409 144
Deferred tax provision 6,060 18,675 (12,614)
Provision for tax risks 7,409 9,234 (1,825)
Provision for future risk and charges 310,032 307,456 2,576
Provision for property charges 13,000 13,007 (7)
Solidarity and employee leaving provision 138,170 215,189 (77,019)
Provision for donations 1,257 1,257
Provision for IVASS penalties 1,295 1,934 (639)
Total 478,776 568,160 (89,385)
(15.7)%

The breakdown of changes over the year is provided in the following table:

Amounts in €k
Provisions for risks and charges 31/12/2022 Uses/
Excess
Provisions 31/12/2023
Post employment benefits and similar obligations 1,409 170 314 1,553
Deferred tax provision 18,675 12,614 6,060
Provision for tax risks 9,234 1,866 40 7,409
Provision for future risks and charges 307,456 13,645 16,221 310,032
Provision for property charges 13,007 7 13,000
Solidarity and employee leaving provision 215,189 77,019 138,170
Provision for donations 1,257 1,257
Provision for IVASS penalties 1,934 639 1,295
Total 568,160 105,961 16,576 478,776

The deferred tax provisions amounted to €6,060k and referred to the charge expected for taxes that will become due in future years.

Additional information on the deferred tax liabilities is provided in the statement (drawn up pursuant to Art. 2427, paragraph 1, point 14 of the Civil Code) provided in section 21 of the Income Statement.

Provisions for tax risks, €7,409k, included items pertaining to current tax disputes.

The provision for future risks and charges, which amounted to €310,032k, presented a net increase of €2,576k compared to the previous year, and mainly consists of:

  • €94,035k for allocations for charges arising from relations with the intermediaries both for items in litigation and for estimated losses on portfolio indemnities to assign (€95,542k at 31/12/2022);
  • €66,280k for cases in litigation given to lawyers (€60,017k at 31/12/2022);
  • €28,000k for any risks linked to equity investments (€29,322k at 31/12/2022);
  • €3,740k for personnel disputes (€5,160k at 31/12/2022);
  • €3,375k for cases in litigation with insurance and reinsurance companies (€1,172k at 31/12/2022).

3 Notes to the Financial Statements

The provision for property charges represents the allocation, in view of the estimated costs for reversals that are expected to be required on directly owned properties, and the planning charges to be deducted or to be paid in upcoming years, as well as any other provision relating to potential estimated disputes and/or liabilities. The change recognised was due to uses for costs incurred in 2023 for which the provision was allocated.

The solidarity fund and the employee leaving provision were used for €77,019k against outlays during the year and adjusted to cover future disbursements, following the signing of the new incentive agreements during the current year, as described in more detail in the Management Report in the "Other information" section.

The movements of the provisions for risks and charges during the period are summarised in Annex 15. The contra-items in the income statement to allocations to provisions for risks and charges are primarily the item other expenses and the item income taxes for the year; the solidarity and employee leaving provision in the item extraordinary expenses.

Ongoing disputes and contingent liabilities

Relations with the Tax Authorities

Existing provisions were adequate to deal with the existing tax dispute and the liabilities deriving from potential disputes.

At the end of December 2023, a tax demand and penalty was received for 2018 relating to the application of VAT on delegation fees for coinsurance transactions entered into with other companies in the insurance sector. Taking into account decisions already made for previous years, the Company will negotiate settlement agreements to finalise payments before the appeal deadline.

Commitments deriving from the sale of Unipol Banca

As part of arrangements relating to the sale to BPER Banca of the entire equity investment in Unipol Banca, Unipol Gruppo and UnipolSai committed, inter alia, to indemnifying BPER Banca - on a pro-rata basis in relation to the interest transferred - for losses deriving from specifically identified dispute counterclaims of the Unipol Banca Group outstanding at 31 March 2019 (€10m; the "Losses from Dispute Counterclaims"), provided that such losses are effectively and definitively incurred and within the limits and to the extent they exceed, net of tax relief, the related provisions allocated in the consolidated statement of financial position of the Unipol Banca Group at 31 March 2019. Similarly, the acquirer BPER is committed to paying an amount to the sellers for any excess of the aforementioned provisions over and above the Losses from Dispute Counterclaims. Provisions deemed suitable were allocated against the commitments described above.

Consob sanction proceedings

By means of communications dated 19 April 2013, Consob commenced two separate sanction proceedings against Fondiaria-SAI and Milano Assicurazioni for charges relating to their respective 2010 consolidated financial statements. Pursuant to Art. 187-septies, paragraph 1 of the Consolidated Law on Finance, Consob notified Ms. Jonella Ligresti and Mr. Emanuele Erbetta, for the offices held in Fondiaria-SAI at the time of the events, of the violation set forth in Art. 187 ter, paragraph 1, of the Consolidated Law on Finance. Fondiaria-SAI is also charged with this violation as a party bearing joint and several liability. It is also charged with the offence set forth in Art. 187-quinquies, paragraph 1, letter a), of the Consolidated Law on Finance for the aforementioned violation of Art. 187-ter, paragraph 1 of the Consolidated Law on Finance by Ms. Jonella Ligresti and Mr. Emanuele Erbetta, acting in the above mentioned capacities.

Consob also made the same charge against Milano Assicurazioni. In this regard, pursuant to Art. 187-septies, paragraph 1 of the Consolidated Law on Finance, the Commission charged Mr. Emanuele Erbetta, for the role he held in the subsidiary at the time of the events, with the violation established in Art. 187-ter, paragraph 1, of the Consolidated Law on Finance. Milano Assicurazioni is also charged with this violation as a party bearing joint and several liability. It is also charged with the offence set forth in Art. 187-quinquies, paragraph 1, letter a), of the Consolidated Law on Finance for the aforementioned violation of Art. 187-ter, paragraph 1 of the Consolidated Law on Finance by Mr. Emanuele Erbetta, acting in the above mentioned capacity.

Fondiaria-SAI and Milano Assicurazioni (currently UnipolSai), assisted by their lawyers, presented their conclusions, asking that the administrative penalties set out in Articles 187-ter, 187-quinquies and 187-septies of the Consolidated Law on Finance not be imposed on the companies. On 20 March 2014 the Consob issued a resolution whereby, not deeming that the parties' defences deserved to be accepted, it ordered:

  • Jonella Ligresti to pay €250k and to be disqualified from office for four months;
  • Emanuele Erbetta to pay €400k and to be disqualified from office for eight months;
  • UnipolSai to pay €650k.

UnipolSai provided for the payment of the fines, and also filed an appeal against Ms. Ligresti. Mr. Erbetta directly paid the penalty imposed on him. In any case, UnipolSai challenged the decision before the Court of Appeal of Bologna, which rejected the appeal on 6 March 2015. The Company, assisted by its lawyers, challenged the decision before the Court of Cassation which, on 6 December 2018, rejected the appeal and confirmed the Consob sanctions.

In March 2019, the Company challenged the decision before the European Court of Human Rights (ECHR), asking for the cancellation of the sanction for the breach of the ne bis in idem principle, according to which a person should not be submitted to sanction or judicial proceedings several times for the same fact. The ECHR declared the appeal admissible but has not yet scheduled the hearing.

IVASS assessments

By notice served on the Company on 11 October 2021, IVASS ordered the initiation of inspections intended, in relation to MV TPL underwriting and settlement processes, to ascertain the adoption of recent regulatory provisions, respect for the CARD agreement and the related governance and control aspects. After the inspections, which were completed on 21 January 2022, IVASS, with an inspection report notified on 22 June 2022, formulated some findings, to which UnipolSai replied with a note of 4 August 2022 containing its considerations in relation to the findings, also representing, against a "partially favourable" opinion on the results of the assessments conducted, the implementation of specific improvement actions to further refine and perfect certain processes. At present, the final decisions of IVASS have not yet been disclosed.

Ongoing disputes with investors

Writs of summons by shareholders of La Fondiaria Assicurazioni (takeover bid legal cases)

From 2003 onwards, a number of La Fondiaria Assicurazioni ("Fondiaria") shareholders initiated a series of legal proceedings claiming, albeit on different legal grounds and justifications, compensation for damages allegedly suffered due to failure to launch the takeover bid on Fondiaria shares by SAI Società Assicuratrice Industriale in 2002. On the whole, 16 proceedings were brought against the Company; 14 of these were settled at various degrees and stages of the proceeding, while one was extinguished when the first instance court's decision handed down in favour of the Company became definitive, as the opposing party failed to appeal it.

At 31 December 2023, only one case was still pending before the Court of Cassation, following the decision issued by the Milan Court of Appeal after resumption by the plaintiff. An appropriate provision has been allocated to cover this pending dispute.

3 Notes to the Financial Statements

Other ongoing proceedings

UnipolSai Assicurazioni SpA has for some time been a party in legal proceedings referring to events occurring during the previous management of Fondiaria-SAI and Milano Assicurazioni. As described in greater detail in the financial statements of previous years, the criminal proceedings were all settled with acquittal or dismissal. Two civil proceedings also ended with final judgments for the acquittal of UnipolSai with respect to all compensation claims.

At 31 December 2022, five civil proceedings were still pending, lodged by several investors which, in brief, claimed that they had purchased and subscribed Fondiaria-SAI shares as they were prompted by the information in the prospectuses published by Fondiaria-SAI on 24 June 2011 and 12 July 2012 in relation to the increases in share capital under option resolved by the company on 14 May 2011, 22 June 2011 and 19 March 2012 respectively, and in the financial statements of Fondiaria-SAI relating to the years 2007-2012. UnipolSai (formerly Fondiaria-SAI) appeared in all civil proceedings and disputed the plaintiffs' claims.

Specifically, on 18 May 2017 the Court of Milan partially upheld the compensation claims of one shareholder. The Company appealed against the sentence before the Milan Court of Appeal, which only partially accepted the appeal. The Company therefore appealed against the sentence before the Court of Cassation, which has not yet scheduled the hearing for the discussion of the case.

The Court of Rome, with a sentence published on 12 May 2020, vice versa fully rejected the compensation claims submitted by another investor with respect to the share capital increases noted above. The sentence was challenged before the Court of Appeal of Rome which, with a judgment dated 2 May 2022, rejected the investor's appeal in full, confirming the first instance judgment. The shareholder first served the Company with a summons for revocation of the judgment of the Rome Court of Appeal (hearing scheduled for 25 April 2024 for admission of the facts) and subsequently challenged the judgment before the Court of Cassation, for which a discussion hearing is still pending.

In another case pending on the same issues, the Court of Milan accepted the compensation claims of another investor, with a judgment dated 20 March 2019. The judgment, following an appeal by the Company, was fully reversed by the Court of Appeal of Milan with a judgment dated 22 October 2020. The opposing party has appealed to the Court of Cassation, which has not yet scheduled a hearing.

On 15 February 2021, the Court of Milan partially upheld the compensation claims of other shareholders. After being appealed by the Company, the judgment was overruled in full by the Milan Court of Appeal with a judgment dated 14 April 2023.

The appeal judgment has been challenged by the opposing parties before the Court of Cassation, which has not yet scheduled a hearing.

Two other judgments, which relate to the same issues, are still pending before the Court of Milan, which has set a hearing for closing arguments for 21 May 2024.

Provisions deemed suitable were made in relation to the disputes with investors described above.

Relations with the Antitrust Authority

On 26 November 2020, the Antitrust Authority notified UnipolSai Assicurazioni of the initiation of preliminary proceedings concerning the settlement of MV TPL claims, characterised by an alleged hindrance of the right of consumers to access the relevant deeds and the failure to specify the criteria for the quantification of damages in the phase of formulating the compensation offer. On 16 April 2021, the Antitrust Authority then notified the objective extension of these proceedings, claiming failure to comply with the terms of Art. 148 of the Private Insurance Code for the settlement/challenge of MV TPL claims.

UnipolSai deems these charges to be completely unfounded and, to protect its rights, has appointed its lawyers to represent it in the proceedings, which closed with a decision received by UnipolSai on 8 August 2022, whereby the Antitrust Authority imposed a penalty of €5m. Since UnipolSai does not deem the conclusions of the Authority to be acceptable in any way, it appealed against this decision before the Lazio Regional Administrative Court (TAR).

The case was suspended by order dated 13 September 2023 of the Lazio Regional Administrative Court, pending a ruling by the European Court of Justice, as part of another case, on a preliminary issue relevant to the Lazio Regional Administrative Court decision concerning the Antitrust Authority's failure to comply with the terms for launch of the investigation.

Deposits received from reinsurers (item F)

The item comprised the deposits set up as guarantee at the Company in connection with the risks ceded and retroceded, which rose from €125,337k (the figure at 31/12/2022) to €129,365k at the end of 2023, marking a €4,028k increase (+3.2%).

What has been explained for the receivables (section 2, point 2.4, item C.IV) applies to the relevant duration.

Section 13 - Payables and other liabilities (item G)

The balance of this item at 31 December 2023 was €1,463,473k, which decreased by €168,459k compared to 31 December 2022 (-10.3%). The breakdown is summarised in the following table:

Amounts in €k Items 2023 2022 Change on 2022 G.I Payables arising from direct insurance business 77,828 62,836 14,992 G.II Payables arising from reinsurance 73,067 68,975 4,091 G.VI Sundry loans and other financial payables 2,290 5,632 (3,342) G.VII Post-employment benefits 26,608 39,737 (13,130) G.VIII Other payables 394,686 613,678 (218,993) G.IX Other liabilities 888,995 841,072 47,923 Total 1,463,473 1,631,931 (168,459) (10.3)%

Payables arising from direct insurance business (item G.I) included payables to companies for €12,084k, to agents for €34,976k and to policyholders for advance premiums for €30,656k.

Payables arising from reinsurance business (item G.II) referred to reinsurance companies for €69,580k and to reinsurance intermediaries for €3,486k.

Item G.VI "sundry loans and other financial payables", which amounted to €2,290k at 31 December 2023, referred entirely to financial payables. In particular, the item comprises €2,047k relating to a cross currency swap and €243k for the premium collected on a swaption.

The changes that took place in the period regarding post-employment benefits (item G.VII), which amounted to €26,608k, are detailed in Annex 15.

The uses regarding this fund were mainly represented by settlements made totalling €50,395k.

Of the other payables (item G.VIII), which amounted to €394,686k, down by €218,993k compared to the previous year's figure, note:

  • item G.VIII.1 "Payables for policyholders' tax due", which at 31 December 2023 presented a balance of €149,590k and consisted of the amounts due for insurance tax (€121,536k) and the payable to the National Health Service (€28,054k);
  • item G.VIII.2 "sundry tax payables", which at 31 December 2023 presented a balance of €32,181k and consisted primarily of personnel tax payables equal to €15,303k and payables for other withholding taxes, totalling €9,734k;

3 Notes to the Financial Statements

• item G.VIII.3 "other social security charges payable" had a balance of €31,938k and comprised mainly the national insurance fund for agents payables that amounted to €12,396k and payables to INPS amounting to €18,613k;

• item G.VIII.4, "sundry payables", whose breakdown and major changes follow:

Amounts in €k 2023 2022 Change on
2022
Trade payables 54,094 48,723 5,371
Claims management 19,878 13,852 6,026
Group companies 55,878 6,328 49,550
Financial intermediaries 23,570 301,820 (278,250)
Guarantee deposits and advances paid 8,087 6,668 1,419
Other 19,469 19,165 304
Total 180,976 396,556 (215,581)
(54.4)%

These are mainly short-term payables; the changes that took place during the year pertain to normal development of the Company's business. In particular, the increase in payables to Group companies, amounting to €49,550k, was basically because of the €50,230k due to the consolidating company Unipol Gruppo for the balance of IRES for the period, not present in the previous year.

Payables to financial intermediaries referred to payments received as cash collateral to secure derivative transactions, and it is basically this item that led to reduction in overall exposure.

Item G.IX, "other liabilities", amounted to €888,995k at 31 December 2023 (€47,923k compared to 31/12/2022).

The breakdown and change compared with the previous year are summarised in the following table:

Amounts in €k 2023 2022 Change on
2022
Commissions for premiums under collection 121,146 88,687 32,459
Financial liabilities 111,371 101,959 9,413
Provisions for personnel costs 184,796 183,552 1,245
Incentives and contributions to the agency network 179,520 210,005 (30,485)
Invoices receivable 143,038 148,355 (5,317)
Non-Life/Life connection account 7,060 10,546 (3,486)
Technical reinsurance entries 32,245 1,384 30,860
Liabilities pertaining to the technical accounts 77,446 58,011 19,435
Sundry liabilities 32,373 38,574 (6,200)
Total 888,995 841,072 47,923
5.7%

Financial liabilities for €111,371k are broken down as follows:

  • contra-item of asset swaps for €64,789k;
  • contra-item of forward currencies for €3,304k;
  • net variation margins collected amounting to €43,278k.

Section 14 - Accruals and deferrals

Item H "Accruals and deferrals" showed a total balance at 31 December 2023 of €49,439k with a decrease of €875k compared to the previous year (−1.7%). The breakdown of the item follows:

Amounts in €k 2023 2022 Change on
2022
Financial derivatives 3,363 3,780 (417)
Interest on Life policy loans 77 85 (8)
Rents/sub-rentals 31 15 16
Interest on subordinated loans 45,204 46,146 (942)
Other accruals and deferrals 764 288 476
Total 49,439 50,315 (875)
(1.7)%

The breakdown between accruals and deferrals is shown in the following table:

Amounts in €k Accruals Deferrals Total
H.1 Interest 48,644 48,644
H.2 Rental income 31 31
H.3 Other accruals and deferrals 764 764
Total 48,644 795 49,439

No long-term accruals and deferrals are reported.

Section 15 - Assets and liabilities relating to Group companies and other investees

The details of the assets and liabilities relating to Group companies and other investees are provided in Annex 16. Please refer to the Management Report as well.

Section 16 - Receivables and payables

The balances of the receivables and payables recorded under items C and E of the assets and item G of the liabilities are shown in the following table, with those due after the next year and those due after five years separated for each category.

With regard to item F of the liabilities (Deposits received from reinsurers) and referring to what is stated in the relevant paragraph, the payables recorded therein are considered all due within the following year.

3 Notes to the Financial Statements

Amounts in €k Balance at 31/12/2023 Amount due
beyond 31/12/2024
Amount due
beyond 31/12/2028
Loans
Loans to subsidiaries 836,813 833,099 33,099
Loans to associates 6,015 6,015 -
Loans on policies 10,361 8,063 4,102
Other loans 11,112 10,125 2,175
Total 864,301 857,303 39,377
Receivables
Receivables from policyholders 645,072 - -
Insurance intermediaries 959,785 401,070 241,907
Insurance company current accounts 18,495 - -
Policyholders and third parties for amounts to be recovered 165,453 - -
Companies and insurance and reinsurance intermediaries 212,014 - -
Other receivables 3,370,506 1,764,966 52,391
Total 5,371,324 2,166,037 294,298
Deposits received from reinsurers 129,365 - -
Payables
Payables arising from direct insurance business 77,828 - -
Payables arising from reinsurance 73,067 - -
Sundry loans and other financial payables 2,290 - -
Other payables 394,686 6,145 4,003
Total 547,870 6,145 4,003

Section 16 bis - Individual pension schemes

At 31 December 2023, UnipolSai Assicurazioni had an individual pension scheme in place, as set forth in Art. 13, paragraph 1 of Italian Legislative Decree 252/05, called "UnipolSai Previdenza Futura", of the multisegment type with performance connected, in the accumulation phase, with the segregated fund Previattiva UnipolSai and/or with the PreviGlobale internal fund prices.

The resources relating to the individual pension schemes form an independent and separate equity within the Company.

Section 17 - Guarantees, commitments, potential liabilities and other memorandum accounts

The total balance at 31 December 2023, which amounted to €54,980,417k (+€1,988,050k compared to 31/12/2022), was mostly made up of securities deposited with third parties (€46,359,620k) and of the commitments account (€6,436,905k).

Amounts in €k 2023 2022 Change on
2022
Guarantees given: Sureties 1,110,388 61,081 1,049,307
Guarantees given: Other guarantees 281 581 (300)
Guarantees given: Collateral 249,827 158,066 91,762
Guarantees received: Sureties 84,666 81,914 2,752
Guarantees received: Collateral 33,334 33,850 (516)
Guarantees given by third parties in the interest of the company 109,842 115,367 (5,525)
Commitments 6,346,905 6,544,502 (197,597)
Third party assets 17,347 15,434 1,913
Assets attributable to pension funds managed in the name
and on behalf of third parties
647,206 579,113 68,093
Securities deposited with third parties 46,359,620 45,392,173 967,447
Other memorandum accounts 21,001 10,286 10,715
Total 54,980,417 52,992,367 1,988,050

Amongst guarantees given, the increase mainly referred to the guarantee issued pro rata by UnipolSai and the other Cronos Vita shareholders in favour of the banks that granted credit lines to Cronos to cover part of its surrender requests. The amount of guarantees given by UnipolSai to this end at 31 December 2023 was €1,091,121k, against credit lines granted to Cronos Vita for a total of €4,052m, of which €204,068k disbursed. For further information, reference should be made to the Management Report. This item also included €10,030k for surety policies in favour of municipal Authorities in relation to the Via Larga complex in Bologna and €6,137k relating to tax entries pertaining to the group.

The collateral given item comprised mainly securities set as collateral on transactions in derivatives (€145,427k) and letters of credit regarding inwards reinsurance items for €2,008k. This item also included €101,922k representing a pledge on securities provided as collateral by UnipolSai in favour of the Italian Revenue Agency for the 2022 and 2021 VAT refunds requested by the Unipol VAT Group. The guarantee has a duration of three years from the date of refund of the credit to the Unipol VAT Group and may be challenged should irregularities be identified following assessments by the Italian Revenue Agency.

With regard to the sureties received, the following were the main ones:

  • guarantee deposits on leases through sureties amounting to €2,299k;
  • guarantee of €18,172k, issued by the company Mutuelle du Mans with reference to the adequacy of the technical provisions of the companies MMI Danni and MMI Assicurazioni purchased in 2005 by Navale Assicurazioni merged into Unipol Assicurazioni in 2010;
  • guarantees given by the agents individually through insurance or banking sureties for €2,449k. The amount also includes the guarantees given by preceding agents established to benefit, earlier than indicated by the National Agreement, from the liquidation relating to the accrued portfolio indemnities;
  • guarantees given by the agents in collective form through the agent suretyship fund or through surety policies in compliance with the provisions of the National Agents Agreement for €13,629k.
  • sureties against insurance contracts issued for €44,450k.

The item guarantees given by third parties in the interest of the company mainly included €7,076k in sureties obtained for participation in tenders and €55,486k for a surety in favour of CONSAP for participation in the clearing and guarantee system.

3 Notes to the Financial Statements

The detail of the commitments is shown in the following table:

Amounts in €k

Commitments 2023 2022 Change on
2022
Financial derivatives 4,972,734 5,262,103 (289,369)
Capital subscribed 1,095,125 1,111,038 (15,913)
Taxes to be paid on Life technical provisions 27,117 67,710 (40,592)
Other commitments 251,928 103,652 148,277
Total 6,346,905 6,544,502 (197,597)

The commitments recorded for transactions on derivatives at year end amounted to a total of €4,972,734k and refer to Class C investments for €4,964,120k and D investments for €8,614k. The values are detailed in Annex 18.

Commitments for capital subscribed refer to the capital still to be paid on the closed funds, of which €11,165k relating to class D.

The taxes to be paid on Life technical provisions refer to the commitment of paying the substitute tax due for the year 2023 on the mathematical provisions, pursuant to Decree Law 209/2002, to be paid in 2024.

Other commitments consisted of commitments to the following subsidiaries to meet their specific needs:

  • Meridiano Secondo for €26,630k (€41,630k at 31/12/2022);
  • Nuove Iniziative Toscane for €1,900k (€3,000k at the end of the previous year);
  • UnipolTech for €30,000k (commitment undertaken in 2023);
  • UnipolRental for €100,000k (residual commitment on the loan for a maximum €450,000k, already disbursed in 2023 for €350,000k).

This item also included the commitments set forth in the contract in relation to the acquisitions of Tantosvago for €7,622k and DaVinci Healthcare for €12,907k (€30,093k at 31/12/2022) and the merger of Sifà into UnipolRental for €68,076k, the latter being a commitment made in the course of 2023. The item also included €3,119k as the residual share of the guarantees still to be issued in favour of the lending banks of Cronos Vita.

Third party assets comprise mainly office equipment as well as €25k corresponding to the value of the securities obtained as collateral for the reinsurance business.

Assets attributable to pension funds managed in name and on behalf of third parties refer to the following Pension Funds:

F.Do Pens. Banco Di Sardegna Linea Bilanciato 4,568
F.Do Previdenza Cooperativa Linea Bilanciata 243,470
Fondo Pensione Agrifondo 19,531
Solidarieta' Veneto 214,779
Arco Senza Garanzia 162,702
Fund 2023
Amounts in €k

The breakdown by type follows:

Amounts in €k
Types 2023
Bonds 431,155
Equities 201,069
Liquidity 11,286
Other net assets 3,696
Total 647,206

Details of the guarantees given and received, and of the commitments are provided in Annex 17.

Distinction by depositary entity category of the securities deposited with third parties is shown in the following table. The balance at 31 December 2023 was €46,359,620k.

Amounts in €k
Depositary entity 2023 2022 Change on
2022
Group companies 4,198,217 4,943,275 (745,057)
Banks 40,615,846 38,735,067 1,880,779
Issuers 1,542,657 1,713,235 (170,578)
Others 2,899 596 2,303
Total 46,359,620 45,392,173 965,144

€2,899k in the table refers to the value of securities at third parties under guarantee for the inwards reinsurance business.

Other memorandum accounts, whose balance at 31 December 2023 amounted to €21,001k, consisted mainly of deposits for books on claims paid.

At 31 December 2023 there were no potential liabilities to report pursuant to Art. 2427 of the Civil Code.

Information on financial derivatives

In compliance with the instructions issued by IVASS (Regulation no. 24 of 6 June 2016) and consistent with the guidelines established by the Company's Board of Directors, the use of derivatives during the year was aimed solely at hedging the risk of security position and the exchange rate or portfolio management optimisation risk, ruling out merely speculative aims.

These aims were achieved through the specific derivatives listed in the Board of Directors resolution and involved securities held in portfolio at the time of conclusion of the related contract and for its entire duration.

All the transactions were initiated with banking counterparties or similar or proven reliability.

For the determination of the fair value of OTC type derivatives, UnipolSai uses valuation methods (Mark to Model) in line with the methods commonly used by the market and based on data directly available on the market.

For derivatives on which a CSA (Credit Support Annex) collateralisation agreement is provided between the company and the authorised market counterparties, provision is made for use of the EONIA discount curve (Euro OverNight Index Average) or the ESTR (Euro Short Term Rate) curve. As regards uncollateralised derivatives, CVA (Credit Valuation Adjustment) and DVA (Debit Valuation Adjustment) adjustments are made. It should be noted that, at 31 December 2023, all derivative positions represented collateralised contracts for which CSA agreements are in place with the counterparties involved in the trading.

3 Notes to the Financial Statements

The objective of the models used to calculate the fair value is to obtain a value for the financial instrument consistent with the assumptions that market participants would use to quote a price, assumptions that also concern the risk inherent in a particular valuation technique and/or in the inputs used.

For the proper Mark to Model valuation of each category of instrument, adequate and consistent pricing models must be defined beforehand as well as the market parameters.

The list of the main models used for Mark to Model pricing of OTC derivatives is provided below:

  • Securities and interest rate derivatives:
    • Discounted cash flows;
    • Black;
    • Black-Derman-Toy;
    • Hull & White 1, 2 factors;
    • Libor Market Model;
    • Longstaff & Schwartz.
  • Securities and inflation derivatives:
    • Discounted cash flows;
    • Jarrow-Yildirim.
  • Securities and share, index and exchange rate derivatives:
    • Discounted cash flows;
      • Black-Scholes.
  • Securities and credit derivatives
    • Discounted cash flows;
    • Hazard rate models.

The main observable market parameters used to perform Mark to Model valuations are as follows:

  • interest rate curves for reference currency;
  • interest rate volatility surface for reference currency;
  • CDS spread or Asset Swap spread curves of the issuer;
  • inflation curves for reference currency;
  • reference exchange rates;
  • exchange rate volatility surface;
  • share or index volatility surface;
  • share reference prices;
  • reference inflation curves.

The main non-observable market parameters used to perform Mark to Model valuations are as follows:

  • correlation matrices between risk factors;
  • historical volatility;

  • credit risk parameters such as the recovery rate if not available in the CDS quotation.

The derivatives for which there may be no consistent and validated valuation models available for the purposes of measuring fair value, are valued on the basis of the prices provided by the counterparty. It should be noted that, at 31 December 2023, all derivative positions represent contracts for which the measurement is of the internal Mark to Model type and the market parameters used for the measurement are exclusively of the observable type. For derivatives covered by the Clearing House guarantee, the value calculated by the Clearing House is used.

In the termsheets of the derivatives in the portfolio of the company at 31 December 2023 there are no specific significant terms and conditions that may influence the amounts, the maturities and the certainty of the future flows differently from the contractual provisions.

The open positions in derivatives at 31 December 2023, set up with 17 counterparties and with a portion of the reference capital up to a maximum of €250,000k, are shown in the following table:

Amounts in €k
Hedging Effective management Total
Overall
Transaction description No. Fair value No. Fair value No. Fair value exposure
Forward purchases of currency 1 (22) 1 (22) 11,507
Forward sales of currency 48 15,798 48 15,798 896,621
Purchase of call options 5 41,246 5 41,246 379,905
Purchase of put options 2 66 2 66 401,500
Purchase of Swaptions 1 1,284 1 1,284 100,000
Sale of Swaptions 1 (194) 1 (194) 100,000
Total contracts with
equity swaps 51 15,842 7 42,336 58 58,178 1,889,533
Purchase of Interest
Rate Swap 28 (7,339) 2 30 (7,339) 2,598,200
Purchase of Asset Swap 6 (76,923) 6 (76,923) 451,500
Purchase of Cross Currency Swap 1 (2,047) 1 (2,047) 24,887
Total contracts without
equity swaps 35 (86,309) 2 37 (86,309) 3,074,587
Grand total 86 (70,467) 9 42,336 95 (28,131) 4,964,120

The forward purchases and sales of currency made in the year refer to the following currencies: Euro, US dollar, British pound, Swiss franc, Japanese yen, Danish krone, Norwegian krone, Swedish krone and Polish zloty.

3 Notes to the Financial Statements

Income Statement

The results achieved in 2023 are summarised in the attached reclassification statement of the income statement, the most salient aspects of which are recalled below:

Amounts in €k 2023 2022 Change on
2022
Technical balance: Life 205,307 (126,820) 332,127
Non-life 428,015 433,878 (5,864)
Total 633,321 307,058 326,263
Income from investments, other gains and losses 165,970 (96,988) 262,958
Profit (loss) from ordinary operations 799,291 210,070 589,221
Extraordinary components 5,826 (64,067) 69,893
Pre-tax profit (loss) 805,117 146,003 659,114
Net profit (loss) 624,484 144,731 479,753

Section 18 - Information on Non-Life business technical account (I)

The gross premiums at 31 December 2023 amounted to €7,439,667k, increasing by €239,754k (+3.3%) compared to 31 December 2022.

Net of reinsurance, the premiums earned amounted to €7,088,277k (€6,812,232k at 31/12/2022). The premiums are broken down by business segment in the Management Report.

The summarised information on Non-Life business technical account - Italian business and foreign business - is reported in Annex 19.

Other technical income, net of reinsurance (item I.3), amounted to €17,002k at 31 December 2023 (€15,866k at 31/12/2022) and included €1,154k relating to the Land Vehicle TPL class, consisting of expense recoveries for the management of claims on behalf of companies, €680k for commission recoveries and €8,080k for the reversal of commissions on premiums of previous years cancelled. Reinsurance items included €1,789k as reinstated premiums envisaged contractually by reinsurance treaties and estimated on the basis of the claims provisions at year end.

The charge of the claims for the Non-Life business (item I.4) amounted to €4,947,551k, (€4,316,108k at 31/12/2022) and included, in addition to the change in the claims provision, the amounts paid in the year for direct and indirect business as compensation and settlement expenses, net of the relevant recoveries and the reinsurers' shares, as established by Art. 48 of Italian Legislative Decree 173 of 26 May 1997. The provision on the claims of previous generations amounted to €6,510,886k at the end of the period.

The changes, referred to Italian direct business, are summarised in the table below:

Amounts in €k 2023
Opening claims provision 9,623,861
Payments in the year for prior year claims 2,443,550
Closing claims provision 6,510,886
Breakdown of claims provision 669,426
% impact on opening provision 6.96%

When considering the amounts to be recovered and the recoveries made, the positive run-off was as follows:

Amounts in €k 2023
Amounts to be collected at the end of the previous year 132,659
Amounts collected in the year 136,619
Amounts to be collected at the end of the year 129,684
Changes in the amounts to be collected 133,643
Total effect 803,069

The breakdown of the provision for claims of previous years was positive on nearly all classes. The savings achieved on claims closed compared to the initial provision were high and, in particular for the Third Party Liability classes (MV TPL and General TPL), they were mostly used to revalue the cases still in the provisions.

As shown in the table, the positive overall result of the run-off of claims provisions also benefited from a significant positive differential relating to the recoveries (€133,643k).

The amount of the reversals and profit sharing (item I.6) recognised to the policyholders or other beneficiaries had a net balance of €2,910k (€2,185k at 31/12/2022) and referred almost entirely to technical profit sharing.

Operating expenses amounted to €2,082,116k, already net of the commissions received from reinsurers (€80,896k), and included acquisition and collection expenses for €1,744,778k (down by 1.7% compared to the 2022 figure) and other administrative expenses for €417,782k (+4.2% compared to the 2022 figure). For further details, please refer to the dedicated section of the Management Report.

The balance of item I.7.f "commissions and profit sharing from reinsurers", equal to €80,896k (−2.4% compared to the 2022 figure), referred to commissions for €80,575k and to profit sharing for €321k.

Other technical charges, net of reinsurance (item I.8), which at 31 December 2023 amounted to €145,674k (€99,422k the aggregate figure 2022), of which:

  • €111,986k relating to direct business,
  • €1,262k relating to indirect business and,
  • €32,426k relating to premiums ceded.

In direct business, the most important items regard cancellations of premiums of previous years for €47,605k, "black box" costs for €45,094k and the management rights of the CARD room for €13,521k. Premiums ceded mostly included the estimate of reinstated premiums envisaged contractually by reinsurance treaties and estimated as €32,267k on the basis of the claims provisions at 31 December 2023.

Item I.9 "change in equalisation provisions", which was negative for −€45,764k, is due to the lower provisions in the year compared to the previous year. It should be noted that the significant negative change was attributable to the fire class, for which the reserve allocated in previous years was used, against significant claims from catastrophic events that occurred in 2023.

3 Notes to the Financial Statements

The detail of these provisions, by class, is reported in section no. 10 (Technical provisions). The change in indirect business equalled €24k of costs.

Transfer of shares of the profit from investments from the non-technical account and indication of the base applied for the calculation - Item I.2

The profit from investments assumed to determine the share to be transferred to the Non-Life business technical account derives from the sum of the amounts, posted in the non-technical account, of the gains on investments and the relevant asset and financial charges.

The share to be assigned to the technical account, pursuant to ISVAP Regulation no. 22 of 4 April 2008 as amended, is obtained by applying to the aforementioned gains on investments the ratio between the semisum of the technical provisions net of the reinsurance at the end of the current year and at the end of the previous one and the same semisum increased by the value of the semisum of the shareholders' equity also resulting at the end of the current year and at the end of the previous one.

The breakdown in the individual portfolios and classes of the share of the profit assigned to the technical account was also made on the basis of the provisions of the aforementioned ISVAP Regulation.

At 31 December 2023 profits from investments were transferred from the non-technical account to the technical account for €455,511k (€120,602k the 2022 figure).

Section 19 - Information on Life business technical account (II)

The gross premiums at year end amounted to €3,811,025k (increasing by 12.3% compared to the 2022 figure); the premiums regarding indirect business equalled €158k.

Summarised information on premiums and the reinsurance balance is contained in Annex 20.

The details of the gains on investments (item II.2), which at 31 December 2023 amounted to €1,170,986k (€1,245,927k the figure at 31/12/2022) are shown in Annex 21.

Detailed in Annex 22 are the unrealised gains relating to investments benefiting policyholders that bear the risk and investments arising from pension fund management (item II.3), which at 31 December 2023 amounted to €515,516k (€181,270k the 2022 figure).

The other technical income, net of reinsurance (item II.4), amounted to €53,676k (€46,150k the 2022 figure) and included €51,965k of commissions for investments relating to benefits linked to investment funds and market indices and investments arising from pension fund management.

As regards charges regarding servicing, the gross sums paid (item II.5 a) aa)) amounted to €3,177,901k (up by 21.3% compared to 31/12/2022 which had recorded €2,619,753k) and included:

Amounts in €k 2023 2022 Change on
2022
Capital and annuities accrued 422,490 447,308 (24,818)
Surrenders and advances 2,535,032 1,940,404 594,627
Claims 215,478 226,643 (11,165)
Settlement expenses 5,003 4,848 155
Indirect business (102) 549 (651)
Total 3,177,901 2,619,753 558,148

The change in the provision for amounts payable, net of the reinsurers' share, equalled €8,542k (−€20,045k the 2022 figure). The increase in absolute value was essentially due to surrenders; in this regard, see the management report.

The change in technical provisions, net of reinsurance (item II.6), amounted to €1,472,141k (€721,538k the 2022 figure).

Item II.7 "reversals and profit sharing, net of reinsurance" amounted to €333k at 31 December 2023 (€732k the 2022 figure) and consisted entirely of reversals.

Operating expenses (item II.8) amounted to €159,225k (+1.0% compared to the 2022 figure), already net of the commissions received from reinsurers (€498k), and included acquisition and collection expenses for €97,599k (1.1% compared to the 2022 figure) and other administrative expenses for €67,863k (+2.2% compared to the 2022 figure, with a 1.8% impact on premiums).

The item II.8.f "commissions and profit sharing from reinsurers", which at 31 December 2023 equalled €498k (55.9% compared to the 2022 figure), referred entirely to commissions.

The detail of asset and financial charges (item II.9), which at 31 December 2023 amounted to €249,125k, versus €777,430k in 2022, is shown in Annex 23.

These charges included write-downs regarding bonds, shares and fund units for €64,782k, whereas there were no writedowns relating to financial instruments.

Detailed in Annex 24 are the asset and financial charges and the unrealised losses relating to investments benefiting policyholders that bear the risk and investments arising from pension fund management (item II.10), equal to €120,333k (€677,248k the 2022 figure).

Other technical charges, net of reinsurance (item II.11), equal to €59,021k (+7.3% compared to the 2022 figure), mainly comprised:

• management fees for €44,988k;

  • cancelled premiums of previous years for €10,296k;
  • commissions on investments related to Unit-Linked Policies and pension funds for €1,484k.

Transfer of shares of the profit from investments to the non-technical account and indication of the base applied for the calculation - Item II.12

The profit from investments assumed to determine the share to be transferred to the non-technical account derives from the sum of the amounts, posted in the technical account, the gains on investments and the relevant asset and financial charges. Excluded for the purposes above are unrealised gains as well as unrealised asset and financial charges relating to investments benefiting policyholders that bear the risk and investments arising from pension fund management, which remain as entirely attributed to the technical account.

The share to be assigned to the non-technical account, pursuant to ISVAP Regulation no. 22 of 4 April 2008, as amended, is obtained by applying to the aforementioned profit from investments the ratio resulting between:

  • the semisum of the shareholders' equity resulting at the end of the current year and at the end of the previous one;
  • this amount, increased by the semisum of the technical provisions (net of reinsurance) also resulting at the end of the year and at the end of the previous one.

However, if the profit from investments that remains assigned to the Life business technical account is lower than the amount of the profits from investments contractually recognised to the policyholders in the year, the portion to transfer to the non-technical account must be adequately reduced by an amount equal to this lower value, until it is entirely cancelled.

3 Notes to the Financial Statements

The breakdown of the individual portfolios and classes of the portion of the profit from investments regarding the technical account was based on their actual origin until reaching the portion of the income equal to the profits from investments contractually recognised to the policyholders; the propositional method envisaged by the aforementioned ISVAP Regulation was applied to the remaining difference.

Based on the results of the calculation made according to these criteria, profits from investments of €94,094k were transferred from the Life technical account to the non-technical account, while no profits from investments were transferred in the previous year.

Section 20 - Development of the technical items for the class

20.1 Non-Life insurance

The summary of technical accounts by individual class (Italian portfolio) is shown in Annex 25. The accounting entries pertaining to the technical accounts are posted in the accounts mainly broken down by class. The accounting entries that are common to more classes pertain to the overheads. To attribute the overheads to the individual classes, direct attributions were partly made. Differentiated allocation parameters were also partly applied, based on the nature of the expense to break down. The main parameters used were determined on the basis of the premiums, the number of policies and the compensations paid. On this point reference is made to section A - Measurement criteria.

The summary of the technical account summarising all Non-Life classes (Italian portfolio) is shown in Annex 26.

20.2 Life insurance

The summary of technical accounts by individual class (Italian portfolio) is shown in Annex 27. The accounting entries pertaining to the technical accounts are posted in the accounts mostly broken down by class. The accounting entries that are common to more classes pertain to the overheads and income from investments. As regards the latter, net of any portion transferred to the non-technical account, this was allocated to the classes proportionally to the technical provisions according to the already mentioned ISVAP Regulation no. 22 of 4 April 2008 as amended or integrated.

Overheads were assigned to the individual classes through various parameters, such as payments, parties insured and commissions paid.

On this point reference is made to section A - Measurement criteria.

The summary of the technical account summarising all Life classes (Italian portfolio) is shown in Annex 28.

20.3 Non-Life and Life insurance

The summary of the technical accounts summarising all Non-Life and Life classes regarding foreign business constitutes Annex 29.

Section 21 - Information on the non-technical account (III)

The gains on Non-Life business investments (item III.3) amounted to €991,757k (+11.7% compared to the 2022 figure) as detailed in Annex 21.

The Non-Life business asset and financial charges (item III.5) amounted to €355,212k (€717,106k at 31/12/2022) and are detailed in Annex 23.

Investment management expenses and interest expense (item C.III.5.a), with a balance of €116,223k (€92,749k the 2022 figure), included:

  • administrative expenses attributed to the management of investments for €36,484k;
  • financial charges linked to derivative financial instruments for €49,245k;
  • taxes on investments for €10,556k, €6,278k of which for IMU, €1,552k for other indirect taxes and duties relating to property investments and €2,726k for other taxes on financial investments;
  • issue/trading spreads for €9,752k;

Amounts in €k

  • expenses on securities dossier for €6,985k;
  • interest on deposits received from reinsurers for €2,210k.

Value adjustments to investments (item III.5.b) amounted to €161,897k (−63.0% compared to the 2022 figure) and consisted of alignments of shares, interests and fund units for €104,507k, of bonds for €12,725k and on other financial investments for €8,903k.

This item also included the write-downs of properties totalling €35,763k, entirely referring to portions of depreciation. In fact, during the current year there were no write-downs due to value adjustments.

The item III.7 "other income" equalled €240,029k at 31 December 2023, versus €168,830k (2022 figure), with a 42.2% increase, broken down as follows:

Change on
Other income 2023 2022 2022
Interest income 121,838 35,338 86,500
Recovery of expenses 71,836 59,349 12,487
Positive exchange rate differences 17,010 (17,010)
Withdrawals from provisions 24,132 35,897 (11,765)
Commission on placement of bank products 3,984 4,245 (262)
Other income 10,342 9,046 1,296
Recovery of expenses for management of Roadway Accident Victims
Fund (FVS)
7,897 7,944 (47)
Total 240,029 168,830 71,199

Interest income included €28,715k as interest on deposits (€3,079k at 31/12/2022) and €93,123k as interest on other receivables. The latter item increased by €60,683k, mainly due to the increase in loans granted to Group companies and the volume of Superbonus receivables.

Income from recovered administrative expenses was €41,573k, for the provision of intercompany services and €27,914k for recoveries of expenses for seconded personnel.

Withdrawals from provisions, of which €11,965k from the provision for risks and charges, €8,848k referred to liabilities set aside in previous years and occurred in the current year and €2,479k to surpluses, and €12,166k to bad debt provisions.

The item III.8 "other charges" equalled €349,188k at 31 December 2023 (€315,697k the 2022 figure), broken down as follows:

3 Notes to the Financial Statements

Amounts in €k
Other charges 2023 2022 Change on
2022
Amortisation on goodwill and other intangible assets 117,774 104,223 13,551
Impairment losses on receivables 7,852 8,917 (1,065)
Expenses for managing claims of Roadway Accident Victims Fund 7,574 7,933 (359)
Interest expense 103,173 101,421 1,752
Allocations to provisions 23,258 11,796 11,462
IVASS penalties 141 1,059 (918)
Operating expenses and product placement 9,527 8,922 605
Negative exchange rate differences 8,977 8,977
Sundry taxes 2,256 2,545 (289)
Charges on behalf of third parties 48,806 44,136 4,670
Sundry charges 19,850 24,746 (4,896)
Total 349,188 315,697 33,491

The amortisation of goodwill and other intangible assets included €78,069k of intangible assets and €39,705k of goodwill.

Interest expense referred for €96,657k to subordinated loans and for €6,516k to other payables.

Charges on behalf of third parties included costs and other administrative charges for services rendered to third parties and for seconded personnel at other companies.

Allocations to provisions referred for €6,881k to bad debt provisions (primarily referring to receivables from reinsurers) and for the remainder to provisions for risks and charges.

"Extraordinary income" (item III.10) equalled €67,253k versus €157,136k (2022 figure), broken down as follows:

Amounts in €k
Extraordinary income 2023 2022 Change on
2022
Gains on disposals of property 1,205 459 746
Gains on trading of long-term securities 2,698 132,608 (129,909)
Gains on trading of mutual investment funds 104 760 (656)
Gains on trading of shares and investments 46,749 46,749
Gains on trading of other assets 3 88 (85)
Extraordinary gains 16,371 23,186 (6,815)
Other income 122 35 87
Total 67,253 157,136 (89,884)

This item includes gains realised on securities and other financial instruments classified under long-term investments. It should be noted that in comparison the item referring to bonds was affected by the substantial sales that took place during the previous year. On the other hand, with reference to investments, the amount referred to the sale of the subsidiary Incontra. For additional information on transactions in this segment, in any event refer to the specific sections of the Management Report and the Notes to the Financial Statements.

Extraordinary gains included, in particular, an amount of €11,786k relating to minor taxes of previous years. This amount also included the benefit in the income statement deriving from the Patent Box subsidy.

The new Patent Box subsidy regulations, introduced by Art. 6 of Decree Law no. 146 of 21 October 2021 (converted by Law no. 215 of 17/12/2021), is an optional, five-year and renewable regime that is significant for the purposes of income taxes and IRAP, which decreases taxable income. The new subsidy consists of a "super-deduction" - or an "increase" - of 110% of the expenses incurred in carrying out research and development activities aimed at maintaining, strengthening, protecting and increasing the value of software protected by copyright, industrial patents and legally protected designs.

The company UnipolSai benefitted from this subsidy for investments made in innovation, research and development on software with reference to the 2021 and 2022 tax periods.

In particular, it should be noted that this activity was completed:

  • on 28 August 2023 with reference to the 2021 tax period through the submission of supplements to the 2022 Corporate Income Tax Return and the 2022 IRAP Return;
  • on 26 February 2024 with reference to the 2022 tax period through the submission of supplements to the 2023 Corporate Income Tax Return and the 2023 IRAP Return.

From the analyses conducted thus far, it is believed that the prerequisites are met for the company to benefit from the subsidy for the year 2023 as well, which will be defined with the submission of the Income Tax and IRAP returns by 15 October 2024.

Extraordinary expenses (item III.11) equalled €61,426k (€221,203k the 2022 figure), broken down as follows:

Amounts in €k
Extraordinary expenses 2023 2022 Change on
2022
Losses on disposals of property 132 160 (28)
Losses on long-lived securities 28,538 18,895 9,643
Losses on trading of long-lived mutual investment funds 1,089 671 418
Losses on trading of investments 26,620 55 26,564
Extraordinary losses 4,980 7,479 (2,499)
Settlements 56 45 12
Other charges 2 193,672 (193,670)
Losses on disposals of other assets 9 226 (217)
Total 61,426 221,203 (159,777)

Losses on disposals concern the long-term investments segment.

Other extraordinary charges were affected in the comparison by the presence, in relation to the financial statements for the year ended 31 December 2022, of the amount of €193,000k set aside for the trade union agreements concerning employee pre-retirement arrangements.

Item III.14 "Income tax for the year" represented a total charge of €180,633k (€1,272k the 2022 figure), €148,967k of which regarding current IRES and IRAP taxes of the year, in addition to the net balance of the deferred tax assets and liabilities for €31,666k.

The table below reports the changes occurred:

3 Notes to the Financial Statements

Amounts in €k IRES IRAP Total
Current and substitute taxes 129,018 19,949 148,967
Deferred tax assets and liabilities:
- use of deferred tax assets 153,887 18,545 172,432
- use of deferred tax liabilities (12,605) (9) (12,614)
- recognition of deferred tax assets (118,967) (9,185) (128,152)
- recognition of deferred tax liabilities - -
Balance on deferred tax assets/liabilities 22,315 9,351 31,666
TOTAL 151,333 29,300 180,633

The statement of reconciliation between theoretical and effective IRES and IRAP tax charges is provided below, showing the changes compared to the previous year.

Amounts in €k 2023 2022 Change
Pre-tax profit (loss) 805,117 146,003 659,114
Theoretical IRES - (Expenses)/Income (193,228) (35,040) (158,188)
Tax effect deriving from taxable income permanent
changes
Increases: (26,467) (33,142) 6,675
- PEX investments - write-downs (17,433) (21,729) 4,296
- Dividend Washing (1,819) (533) (1,286)
- Interest expense (983) (973) (10)
- Taxes and other non-deductible costs (2,734) (4,305) 1,571
- Allocations to provisions for risks (548) 548
- Extraordinary losses (1,316) (1,967) 651
- Property not for own use (1,077) (323) (754)
- Impairment losses on receivables (318) (806) 488
- Other changes (787) (1,958) 1,171
Decreases: 69,144 61,965 7,179
- Dividends excluded 48,618 46,785 1,833
- IRAP deduction 372 (372)
- ACE relief 3,512 4,898 (1,386)
- Extraordinary gains 3,431 4,196 (765)
- Withdrawals from provisions for risks 843 2,203 (1,360)
- Redeemed goodwill 16 (16)
- Super-amortisation/depreciation 353 898 (545)
- PEX investments - Plus 10,659 10,659
- Property not for own use 732 (732)
- Other changes 1,728 1,865 (137)
IRES pertaining to the year - (Expenses)/Income (150,551) (6,218) (144,333)
- Theoretical IRAP on the technical result (43,192) (20,941) (22,251)
- Personnel costs 3,303 16,703 (13,400)
- Dividends and overheads 7,960 7,333 627
- Deductible amortisation/depreciation 2,708 2,714 (6)
- Gains on transfers of property not for own use (79) (31) (48)
- Other changes (50) 50
IRAP (29,300) 5,727 (35,027)
Substitute taxes (782) (782)
Total Income Tax (180,633) (1,273) (179,360)

3 Notes to the Financial Statements

Lastly, the statement under Art. 2427, paragraph 1, no. 14 of the Civil Code is also enclosed, which contains the temporary differences that led to the recognition of deferred tax assets and liabilities, calculated by applying to these temporary differences the nominal tax rates in force at the time when these will be brought forward as provided for by the national accounting standard no. 25.

Amounts in €k 2023
Fiscal effect (*)
2022
Fiscal effect (*)
Change
DEFERRED TAX ASSETS Taxable
amount
Tax effect Taxable
amount
Tax effect Taxable
amount
Tax effect
IRES
Valuation of Equity Portfolio 65,287 15,669 104,552 25,092 (39,265) (9,423)
Valuation of securities 14,416 3,459 10,283 2,468 4,133 991
Life business technical provisions 99,520 23,885 102,018 24,484 (2,498) (599)
Non-Life business claims provision 529,117 126,988 399,352 95,844 129,765 31,144
Property 99,107 23,786 102,860 24,686 (3,753) (900)
Depreciation of property and other assets 22,273 5,345 11,516 2,764 10,757 2,581
Goodwill 526,929 126,463 592,612 142,227 (65,683) (15,764)
Provision for personnel expenses 308,018 73,924 385,830 92,599 (77,812) (18,675)
Provision for risks and charges 429,468 103,072 428,823 102,917 645 155
Write-down of receivables from policyholders 191,049 45,852 284,751 68,340 (93,702) (22,488)
Other 16,086 3,861 16,086 3,861
Substitute tax for goodwill realignment 6,829 7,611 (782)
TOTAL IRES 2,301,270 559,133 2,438,683 592,893 (137,413) (33,760)
IRAP
Other provisions established with non-deductible
allocations during the year
346,775 23,650 385,431 26,286 (38,656) (2,636)
Property 92,390 6,301 96,143 6,557 (3,753) (256)
Depreciation of property and other assets 5,296 361 4,950 337 346 24
Goodwill 526,929 35,936 592,613 40,416 (65,684) (4,480)
Write-down of receivables from policyholders 59,711 4,072 89,280 6,089 (29,569) (2,017)
Other 15,690 1,070 15,690 1,070
TOTAL IRAP 1,046,791 71,390 1,184,107 80,755 (137,316) (9,365)
TOTAL DEFERRED TAX ASSETS 3,348,061 630,523 3,622,790 673,648 (274,729) (43,125)

(*) Rate: 24% IRES; 6.82% IRAP

The deferred tax liabilities accrued are detailed below:

Amounts in €k 2023
Fiscal effect (*)
2022
Fiscal effect (*)
Change
DEFERRED TAX LIABILITIES Taxable
amount
Tax effect Taxable
amount
Tax effect Taxable
amount
Tax effect
IRES
Property 5,150 1,236 5,308 1,274 (158) (38)
Capital gains in instalments 19,186 4,605 71,550 17,172 (52,364) (12,567)
TOTAL IRES 24,336 5,841 76,858 18,446 (52,522) (12,605)
IRAP
Property 3,220 219 3,349 228 (129) (9)
TOTAL IRAP 3,220 219 3,349 228 (129) (9)
TOTAL DEFERRED TAX LIABILITIES 27,556 6,060 80,207 18,674 (52,651) (12,614)

(*) Rate: 24% IRES; 6.82% IRAP

Section 22 - Information on the income statement

Relations with group companies and other investees are detailed in Annex 30. The main items are commented on in the special Section of the Management Report.

The statement summarising the premiums written for direct business by geographical area is shown in Annex 31.

The charges regarding human resources, directors and statutory auditors are detailed in Annex 32. The number of employees at 31 December 2023, broken down by category, is as follows:

2023 2022
Executives 165 178
Officers 1,459 1,569
Office workers 4,942 5,298
Other 1 1
Total 6,567 7,046

Considering the number of employees as FTE (Full Time Equivalent), the total equalled 6,378 resources.

Results on sales of capitalised securities

In the Non-Life business, the early disposals carried out in 2023 resulted in net capital loss of €26,390k, while in the Life business, the disposals carried out resulted in the recognition of net capital gains of €524k.

3 Notes to the Financial Statements

Results on transactions in financial derivatives

Derivative trading led to total net charges of €116,868k, which included net income of €113,947k on transactions concluded in the period and net income of €2,921k on transactions still in place at year end. The following table shows the details of charges and income recognised in 2023 by type of derivative and transaction.

Amounts in €k
Closed transactions Ongoing transactions at
year-end
Impact on Comprehensive
Income Statement
Hedging derivatives
- options on share 615 615
- swaps on rates 150,839 (4,800) 146,039
- swaps on currencies 848 848
- Other transactions (53,782) 15,776 (38,006)
Total hedging derivatives 97,672 11,824 109,496
Other derivatives transactions
- options on share 16,275 (8,903) 7,372
- options on index
Total other derivatives
transactions
16,275 (8,903) 7,372
Grand total 113,947 2,921 116,868

Part C: Other Information

Statement summarising the key figures of the financial statements of Unipol Gruppo at 31 December 2022 and 31 December 2021

In accordance with Art. 2497 et seq. of the Civil Code, the company Unipol Gruppo carries out management and coordination activities.

Amounts in €m
STATEMENT OF FINANCIAL POSITION 31.12.2022 31.12.2021
ASSETS
A) SUBSCRIBED CAPITAL, UNPAID
B) FIXED ASSETS
I
Intangible assets
0.2 0.4
II
Property, plant and equipment
0.5 0.5
III
Financial assets
7,891.7 7,626.5
TOTAL FIXED ASSETS 7,892.5 7,627.4
C) CURRENT ASSETS
II
Receivables
524.6 495.3
III
Current financial assets
110.0 147.2
IV
Cash and cash equivalents
960.9 1,052.4
TOTAL CURRENT ASSETS 1,595.5 1,694.9
D) ACCRUALS AND DEFERRALS 0.7 0.4
TOTAL ASSET 9,488.7 9,322.7
LIABILITIES
A) SHAREHOLDERS' EQUITY
I
Share capital
3,365.3 3,365.3
II
Share premium reserve
1,345.7 1,345.7
IV
Legal reserve
673.1 673.1
VI
Reserve for treasury shares in portfolio
318.9 198.8
IX
Profit (loss) for the year
363.0 335.1
X
Negative reserve for treasury shares
(2.4) (0.3)
TOTAL SHAREHOLDERS' EQUITY 6,063.5 5,917.6
B) PROVISIONS FOR RISKS AND CHARGES 12.8 24.5
C) POST-EMPLOYMENT BENEFITS 0.0 0.0
D) PAYABLES 3,412.3 3,380.5
TOTAL LIABILITIES 9,488.7 9,322.7

3 Notes to the Financial Statements

Amounts in €m
INCOME STATEMENT 31.12.2022 31.12.2021
A) VALUE OF PRODUCTION 22.7 20.1
B) COSTS OF PRODUCTION 45.5 57.3
DIFFERENCE BETWEEN VALUE AND COSTS OF PRODUCTION (A-B) (22.8) (37.3)
C) FINANCIAL INCOME AND CHARGES 406.3 352.0
D) VALUE ADJUSTMENTS TO FINANCIAL ASSETS (33.4) (1.6)
PRE-TAX PROFIT (LOSS) 350.1 313.1
PROFIT (LOSS) FOR THE YEAR 363.0 335.1

The key figures about the holding company Unipol Gruppo, shown in the previous summarised statement required by Art. 2497-bis of the Civil Code, were taken from the relevant financial statements for the years ended 31 December 2022 and 31 December 2021.

For a suitable and comprehensive understanding of the equity-financial position of the Holding company and the economic result obtained by the company in the years ended on these dates, reference is made to the financial statements that, together with the reports by the Independent Auditors and the Board of Statutory Auditors, are available at the Company's registered office, Via Stalingrado 45, Bologna or on the website www.unipol.it.

Consolidated Financial Statements

UnipolSai prepares the Consolidated Financial Statements in accordance with Art. 154-ter of Italian Legislative Decree 58/1998 (Consolidated Law on Finance) and of ISVAP Regulation no. 7 of 13 July 2007, as amended, in accordance with the IAS/IFRS standards issued by the IASB and endorsed by the European Union. A copy of the Consolidated Financial Statements of UnipolSai at 31 December 2023 is on the company's website (www.unipolsai.com).

UnipolSai is directly controlled by Unipol Gruppo S.p.A., a company listed on the Italian Stock Market in Milan, with its registered office in Bologna - Via Stalingrado, 45, which prepares the Consolidated Financial Statements in accordance with Art. 154-ter of Italian Legislative Decree no. 58/1998 (Consolidated Law on Finance) and of ISVAP Regulation no. 7 of 13 July 2007, as amended, in accordance with the IAS/IFRS standards issued by the IASB and endorsed by the European Union. Unipol Gruppo carries out management and coordination activities with respect to the (direct and indirect) subsidiaries. It is also Parent of the Unipol Insurance Group entered in the Register of Insurance Groups - No. 046.

Information on public funds received

With reference to the regulation on the transparency of public funds introduced by Art. 1, paragraph 125 of Italian Law 124/2017 and subsequent amendments and supplements, note that, in its capacity as the party submitting the relative petition, the company collected contributions from the Banks and Insurance Fund and FONDIR, partially transferred to the beneficiary subsidiaries in relation to the training activities provided to their employees. In reference to the petitioning part and arranged by the granting body, information relating to these contributions was recorded in the National Register of Government Subsidies and was published in the "transparency" section of the related website where it can be consulted.

Fees for audit and non-audit services

Pursuant to Art. 149duodecies of Consob Issuer's Regulation, the following table shows the fees for the year for audit assignments and the provision of other services indicated separately by type or category, to the independent auditors, or members of the same network.

The remuneration did not include VAT and expenses.

Amounts in €k

Type of services Provider of the service Recipient Fees
Audit EY SpA UnipolSai Assicurazioni SpA 1,580
Attestation services EY SpA UnipolSai Assicurazioni SpA 460
Other services EY SpA UnipolSai Assicurazioni SpA 249
Total 2,289

Proposals to approve the financial statements, allocate the profit and the relative effects on shareholders' equity

The Board of Directors submits to the Ordinary Shareholders' Meeting 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"),

  • having examined the Company's draft financial statements at 31 December 2023, accompanied by the annexes and documentation required by Italian 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 amended;
  • having examined the results of said draft financial statements, which close with profit for the year totalling €624,483,965.45, of which €431,682,686.45 relating to the Non-Life business and €192,801,279.00 relating to the Life business;
  • having viewed the Management Report of the Board of Directors 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 at 31 December 2023, accompanied by the Management Report, recording profit for the year of €624,483,965.45, of which €431,682,686.45 relating to the Non-Life business and €192,801,279.00 relating to the Life business."

Proposed approval of the allocation of profit for the year

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

  • having approved the financial statements of the Company at 31 December 2023, which closed with profit for the year of €624,483,965.45 (the "Profit for the Year"), of which €431,682,686.45 relating to the Non-Life business and €192,801,279.00 relating to the Life business;
  • having acknowledged that the legal reserve existing in the financial statements 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, in compliance with Art. 27 of the By-Laws, as follows:
    • distribution to all Shareholders of the Company of a total of €466,891,224.20, of which €351,295,986.69 relating to the Non-Life business and €115,595,237.51 relating to the Life business, and thus the distribution of a unit dividend, also in consideration of the redistribution pertaining to treasury shares, equal to €0.165 for each ordinary share with voting right, also warning that the possible change in the number of treasury shares in the portfolio of the Company at the time of distribution will have no impact on the amount of the unit dividend as established above, but will increase or decrease the amount allocated to the Extraordinary reserve;
    • allocation of the residual Profit for the year totalling €157,592,741.25 to the Extraordinary reserve posted in the item Other reserves in shareholders' equity, of which €80,386,699.76 attributed to the Non-Life business and €77,206,041.49 attributed to the Life business;
  • to set the dividend payment date as 22 May 2024 (ex-dividend date of 20 May 2024 and record date of 21 May 2024)."

Effects on the shareholders' equity

Below, separately for the Life and Non-Life businesses, are the statements regarding the amount of each immovable property under items A.I to A.X of the Statement of Financial Position - Liabilities and Shareholders' equity updated on the basis of the profit allocation proposal resulting from the financial statements.

Breakdown of Non-Life Shareholders' Equity

Amounts in €k Balances at
31 December 2023
Allocation of profit and
dividend distribution
Post-resolution
balances
I Share capital 1,528,514 1,528,514
II Share premium reserve 147,888 147,888
III Revaluation reserves 96,559 96,559
IV Legal reserve 305,703 305,703
V Statutory reserve
VI Reserve for shares of the holding company 2,861 2,861
VII Other reserves 1,556,601 80,387 1,636,988
VIII Retained profit (loss)
IX Profit (loss) for the year 431,683 (431,683)
X Negative reserve for treasury shares (2,229) (2,229)
Dividend distribution 351,296
Total 4,067,580 3,716,284

Breakdown of Life Shareholders' Equity

Amounts in €k Balances at
31 December 2023
Allocation of profit and
dividend distribution
Post-resolution
balances
I Share capital 502,943 502,943
II Share premium reserve 259,368 259,368
III Revaluation reserves
IV Legal reserve 100,589 100,589
V Statutory reserve
VI Reserve for shares of the holding company
VII Other reserves 1,215,712 77,206 1,292,918
VIII Retained profit (loss)
IX Profit (loss) for the year 192,801 (192,801)
X Negative reserve for treasury shares
Dividend distribution 115,595
Total 2,271,412 2,155,817

Bologna, 21 March 2024

The Board of Directors

  1. Tables appended to the

Notes to the Financial

Statements

4 Tables appended to the Notes to the Financial Statements

Tables appended to the Notes to the Financial Statements

Company

UnipolSai Assicurazioni S.p.A.

Share capital

Subscribed € 2,031,456,338 Paid-up € 2,031,456,338

Registered Office at

BOLOGNA - Via Stalingrado 45

Annexes to the Notes to the Financial Statements

Amounts in K€

N. DESCRIPTION
*Non-Life
*Life *Non-Life
and Life
1 Statement of Financial Position - Non-Life business
1
2 Statement of Financial Position - Life business 1
3 Statement of breakdown of the profit (loss) for the year between the Non-Life business and the Life business 1
4 Assets - Changes in the year in intangible assets (item B) and land and buildings (item C.I) 1
5 Assets - Changes in the year in investments in group companies and other investees: shares and holdings (item C.II.1), bonds
(item C.II.2) and loans (item C.II.3)
1
6 Assets - Statement with information relating to investees 1
7 Assets - Statement of changes in investments in group companies and other investees: shares and holdings 1
8 Assets - Breakdown based on the use of other financial investments: shares and holdings, mutual investment fund units, bonds and
other fixed-yield securities, mutual investment units and sundry financial investments (items C.III.1, 2, 3, 5, 7)
1
9 Assets - Changes in the year in other financial investments with long-lived use: shares and holdings, mutual investment fund
units, bonds and other fixed-yield securities, mutual investment units and sundry financial investments (items C.III.1, 2, 3, 5, 7)
1
10 Assets - Changes in the year in loans and bank deposits (items C.III.4, 6) 1
11 Assets - Statement of assets relating to benefits linked to investment funds and market indices (item D.I) 3
12 Assets - Statement of assets arising from pension fund management (item D.II) 25
13 Liabilities - Non-Life business - Changes in the year in premium provision (item C.I.1) and claims provision (item C.I.2)
1
14 Liabilities - Changes in the year in mathematical provision (item C.II.1) and provision for profit sharing and reversals (item C.II.4) 1
15 Liabilities - Changes in the year in provisions for risks and charges (item E) and post-employment benefits (item G.VII) 1
16 Details of assets and liabilities relating to Group companies and other investees 1
17 Information on 'guarantees, commitments and other memorandum accounts' 1
18 Statement of commitments for transactions on derivative contracts 1
19 Summarised information on Non-Life business technical account
1
20 Summarised information on Life business regarding premiums and the reinsurance balance 1
21 Gains on investments (items II.2 and III.3) 1
22 Income and unrealised gains relating to investments benefiting policyholders that bear the risk and investments arising from
pension fund management (item II.3)
1
23 Asset and financial charges (items II.9 and III.5) 1
24 Charges and unrealised losses relating to investments benefiting policyholders that bear the risk and investments arising from
pension fund management (item II.10)
1
25 Non-Life business - Summary of technical accounts by individual class - Italian portfolio
1
26 Summary of the condensed technical account of all Non-Life classes - Italian portfolio
1
27 Life business - Summary of technical accounts by individual class - Italian portfolio 1
28 Summary of the condensed technical account of all Life classes - Italian portfolio 1
29 Summary of the Non-Life and Life technical accounts - Foreign portfolio 1
30 Relations with group companies and other investees 1
31 Summary of direct business written premiums 1
32 Statement of charges regarding human resources, directors and statutory auditors 1

* State the number of forms and annexes actually filled in. Put 0 if the annex, though required, was not filled in as the items are null. Put n.a. if the company is not obliged to fill in the annex.

STATEMENT OF FINANCIAL POSITION - NON-LIFE BUSINESS

ASSETS

Amounts for the year
A. SUBSCRIBED CAPITAL, UNPAID 1
of which called 2
B. INTANGIBLE ASSETS
1. Acquisition commissions to be amortised 4 15,833
2. Other acquisition costs 6
3. Start-up and expansion costs 7
4. Goodwill 8 215,797
5. Other long-term costs 9 405,558 10 637,188
C. INVESTMENTS
I - Land and buildings
1. Property for corporate business 11 496,300
2. Property for use by third parties 12 604,398
3. Other property 13 9,223
4. Other property rights 14 2,279
5. Fixed assets in progress and payments on account 15 16 1,112,200
II - Investments in group companies and other investees
1. Shares and holdings in:
a) holding companies 17 2,861
b) subsidiaries 18 2,404,397
c) affiliates 19 46,635
d) associates 20 31,132
e) other 21 444,487 22 2,929,513
2. Bonds issued by
a) holding companies 23
b) subsidiaries 24
c) affiliates 25
d) associates 26
e) other 27 10,500 28 10,500
3. Loans to:
a) holding companies 29
b) subsidiaries 30 836,813
c) affiliates 31
d) associates 32 6,015
e) other 33 34 842,828 35 3,782,841
to be carried forward 637,188

Annex 1

Amounts for the previous year
181
182
184 16,059
186
187
188 245,683
189 358,827 190 620,569
191 458,726
192 640,024
193 9,096
194 2,279
195 196 1,110,125
2,561
197
2,378,237
198
46,635
199
31,154
200
333,045
201
202 2,791,633
203
204
205
206
10,500
207
208 10,500
209
336,813
210
211
8,324
212
213 214 345,136 215 3,147,269
to be carried forward 620,569

4 Tables appended to the Notes to the Financial Statements

STATEMENT OF FINANCIAL POSITION - NON-LIFE BUSINESS

ASSETS

Amounts for the year
amount carried forward 637,188
C. INVESTMENTS (continued)
III - Other financial investments
1. Shares and holdings
a) Listed shares 36 564,649
b) Unlisted shares 37 147,145
c) Holdings 38 39 711,794
2. Mutual investment fund units 40 2,099,700
3. Bonds and other fixed-yield securities
a) listed 41 6,467,274
b) unlisted 42 187,550
c) convertible bonds 43 44 6,654,824
4. Loans
a) collateralised loans 45
b) loans on policies 46
c) other loans 47 10,779 48 10,779
5. Mutual investment units 49
6. Bank deposits 50 9,364
7. Sundry financial investments 51 22,413 52 9,508,874
IV - Deposits with ceding companies 53 377,567 54 14,781,482
D. bis TECHNICAL PROVISIONS - REINSURERS' SHARE
I - NON-LIFE BUSINESS
1. Premium provision 58 89,599
2. Claims provision 59 846,983
3. Provision for profit sharing and reversals 60
4. Other technical provisions 61 62 936,581
to be carried forward 16,355,252

Annex 1

Amounts for the previous year
amount carried forward 620,569
926,845
216
148,908
217
218 219 1,075,754
220 2,348,926
6,638,408
221
193,493
222
2
223
224 6,831,903
225
226
10,015
227
228 10,015
229
230 19,097
231 39,858 232 10,325,553
233 194,596 234 14,777,543
238 85,952
239 412,588
240
241 242 498,539
to be carried forward 15,896,651

4 Tables appended to the Notes to the Financial Statements

STATEMENT OF FINANCIAL POSITION - NON-LIFE BUSINESS

ASSETS

Amounts for the year
amount carried forward 16,355,252
E. RECEIVABLES
I - Receivables relating to direct insurance business from:
1. Policyholders
a) for premiums for the year 71 542,945
b) for premiums for previous years 72 2,936 73 545,881
2. Insurance intermediaries 74 820,900
3. Insurance company current accounts 75 12,265
4. Policyholders and third parties for amounts to be collected 76 165,453 77 1,544,498
II - Receivables relating to reinsurance business, from:
1. Insurance and reinsurance companies 78 210,459
2. Reinsurance intermediaries 79 6 80 210,465
III - Other receivables 81 2,143,700 82 3,898,664
F. OTHER ASSETS
I - Property, plant and equipment and inventories:
1. Office furniture and machines and internal means of
transport
83 49,858
2. Movable assets entered in public registers 84
3. Plant and equipment 85 21,446
4. Inventories and sundry goods 86 4,380 87 75,683
II - Cash and cash equivalents
1. Bank deposits and post office accounts 88 325,136
2. Cheques and cash in hand 89 21 90 325,157
IV - Other assets
1. Transitory reinsurance accounts 92
2. Sundry assets 93 745,770 94 745,770 95 1,146,610
of which Account connecting the Life business 901 7,060
G. ACCRUALS AND DEFERRALS
1. Interest 96 115,431
2. Rental income 97 3,509
3. Other accruals and deferrals 98 30,401 99 149,342
TOTAL ASSETS 100 21,549,868

Annex 1

Amounts for the previous year
15,896,651
amount carried forward
488,623
251
2,916
491,539
252
253
847,778
254
11,646
255
132,659
1,483,622
256
257
38,854
258
6
38,860
259
260
1,479,040
3,001,523
261
262
48,783
263
264
17,591
265
4,380
70,753
266
267
282,923
268
18
282,941
269
270
272
779,980
779,980
1,133,674
273
274
275
10,546
903
86,051
276
3,696
277
28,896
118,643
278
279
280 20,150,491

4 Tables appended to the Notes to the Financial Statements

STATEMENT OF FINANCIAL POSITION - NON-LIFE BUSINESS

LIABILITIES AND SHAREHOLDERS' EQUITY

Amounts for the year
A. SHAREHOLDERS' EQUITY
I
- Subscribed capital or equivalent provision
101 1,528,514
II
- Share premium reserve
102 147,888
III - Revaluation reserves 103 96,559
IV - Legal reserve 104 305,703
V
- Statutory reserve
105
VI - Reserve for shares of the holding company 400 2,861
VII - Other reserves 107 1,556,601
VIII - Retained profit (loss) 108
IX - Gains (losses) in the year 109 431,683
X - Negative reserve for treasury shares 401 (2,229) 110 4,067,580
B. SUBORDINATED LIABILITIES 111 1,022,500
C. TECHNICAL PROVISIONS
I - NON-LIFE BUSINESS
1. Premium provision 112 3,194,193
2. Claims provision 113 11,377,081
3. Provision for profit sharing and reversals 114 3,524
4. Other technical provisions 115 752
5. Equalisation provisions 116 49,882 117 14,625,432
to be carried forward 19,715,512

Annex 1

Amounts for the previous year
281 1,528,514
282 147,888
283 96,559
284 305,703
285
500 2,561
287 1,692,799
288
289 204,749
501 (2,488) 290 3,976,285
291 1,076,500
292 3,099,848
293 9,864,013
294 3,706
295 463
296 95,646 297 13,063,676
to be carried forward 18,116,461

4 Tables appended to the Notes to the Financial Statements

STATEMENT OF FINANCIAL POSITION - NON-LIFE BUSINESS

LIABILITIES AND SHAREHOLDERS' EQUITY

Amounts for the year
amount carried forward 19,715,512
E. PROVISIONS FOR RISKS AND CHARGES
1. Post-employment benefits and similar obligations 128 1,553
2. Provisions for taxes 129 10,583
3. Other provisions 130 444,738 131 456,874
F. DEPOSITS RECEIVED FROM REINSURERS 132 122,610
G. PAYABLES AND OTHER LIABILITIES
I
- Payables arising from direct insurance business, to:
1. Insurance intermediaries 34,028
133
2. Insurance company current accounts 12,084
134
3. Policyholders for guarantee deposits and premiums 30,597
135
4. Guarantee funds in favour of the policyholders 112
136
137 76,820
II - Payables arising from reinsurance business, to:
1. Insurance and reinsurance companies 64,184
138
2. Reinsurance intermediaries 3,486
139
140 67,671
III - Bond loans 141
IV - Payables to banks and financial institutions 142
V
- Collateralised payables
143
VI - Sundry loans and other financial payables 144
VII - Post-employment benefits 145 24,445
VIII - Other payables
1. Policyholders' tax due 149,383
146
2. Sundry tax payables 18,874
147
3. Social security charges payable 31,938
148
4. Sundry payables 156,803
149
150 356,999
IX - Other liabilities
1. Transitory reinsurance accounts 151
2. Commissions for premiums under collection 119,740
152
3. Sundry liabilities 582,676
153
154 702,416 155 1,228,350
of which Liaison account wtih Life business 902
H. ACCRUALS AND DEFERRALS
1. Interest 156 25,727
2. Rental income 157 31
3. Other accruals and deferrals 158 764 159 26,522
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY 160 21,549,868

Annex 1

Amounts for the previous year
amount carried forward 18,116,461
308 1,409
309 22,111
310 514,066 311 537,586
312 117,240
24,374
313
8,682
314
27,678
315
360
316
317 61,094
61,606
318
340
61,946
319 320
321
322
323
324 2,593
325 36,787
152,590
326
23,624
327
34,713
328
328,954
329
330 539,882
331
87,425
332
562,829
333
334 650,254 335 1,352,556
904
336 26,345
337 15
338 288 339 26,648
340 20,150,491

4 Tables appended to the Notes to the Financial Statements

STATEMENT OF FINANCIAL POSITION - LIFE BUSINESS

ASSETS

Amounts for the year
A. SUBSCRIBED CAPITAL, UNPAID 1
of which called 2
B. INTANGIBLE ASSETS
1. Acquisition commissions to be amortised 68,373
3
2. Other acquisition costs 6
3. Start-up and expansion costs 7
4. Goodwill 33,351
8
5. Other long-term costs 11,455
9
113,178
10
C. INVESTMENTS
I - Land and buildings
1. Property for corporate business 27,296
11
2. Property for use by third parties 1,353
12
3. Other property 13
4. Other property rights 14
5. Fixed assets in progress and payments on account 15 28,649
16
II - Investments in group companies and other investees
1. Shares and holdings in:
a) holding companies 17
b) subsidiaries 18 724,299
c) affiliates 19 16,706
d) associates 20 49,500
e) other 21 55,647 846,152
22
2. Bonds issued by
a) holding companies 23
b) subsidiaries 24
c) affiliates 25
d) associates 26
e) other 27 59,884 59,884
28
3. Loans to:
a) holding companies 29
b) subsidiaries 30
c) affiliates 31
d) associates 32
e) other 33 34 906,035
35
to be carried forward 113,178

Annex 2

Amounts for the previous year
181
182
65,503
183
186
187
43,170
188
8,538
189
117,210
190
27,934
191
1,388
192
193
194
195 29,322
196
197
971,352
198
16,706
199
200
290
201
988,348
202
203
204
205
206
21,827
207
21,827
208
209
210
211
212
213 214 1,010,174
215
to be carried forward 117,210

4 Tables appended to the Notes to the Financial Statements

STATEMENT OF FINANCIAL POSITION - LIFE BUSINESS

ASSETS

Amounts for the year
amount carried forward 113,178
C. INVESTMENTS (continued)
III - Other financial investments
1. Shares and holdings
a) Listed shares 36 482,308
b) Unlisted shares 37 100,001
c) Holdings 38 39 582,309
2. Mutual investment fund units 40 2,874,257
3. Bonds and other fixed-yield securities:
a) listed 41 22,469,430
b) unlisted 42 341,113
c) convertible bonds 43 44 22,810,543
4. Loans
a) collateralised loans 45
b) loans on policies 46 10,361
c) other loans 47 333 48 10,695
5. Mutual investment units 49
6. Bank deposits 50
7. Sundry financial investments 51 1,027 52 26,278,830
IV - Deposits with ceding companies 53 599 54 27,214,114
D. INVESTMENTS BENEFITING LIFE BUSINESS POLICYHOLDERS
THAT BEAR THE RISK AND INVESTMENTS ARISING
FROM PENSION FUND MANAGEMENT
I - Investments relating to benefits linked to investment
funds and market indices
55 1,274,330
II - Investments arising from pension fund management 56 6,087,096 57 7,361,426
D. bis TECHNICAL PROVISIONS - REINSURERS' SHARE
II - LIFE BUSINESS
1. Mathematical provisions 63 12,327
2. Premium provision from supplementary insurance 64
3. Provision for amounts payable 65 2,336
4. Provision for profit sharing and reversals 66
5. Other technical provisions 67
6. Technical provisions where the investment risk
is borne by policyholders and provisions arising from
pension fund management
68 69 14,663
to be carried forward 34,703,382

Annex 2

Amounts for the previous year
amount carried forward 117,210
216 612,635
217 100,022
218 219 712,657
220 2,758,736
221 22,650,568
222 338,992
223 224 22,989,559
225
226 11,598
227 303 228 11,901
229
230
231 232 26,472,852
233 570 234 27,512,918
235 1,139,935
236 4,644,464 237 5,784,398
243 12,269
244
245 2,045
246
247
14,314
248 249 33,428,841
to be carried forward

4 Tables appended to the Notes to the Financial Statements

STATEMENT OF FINANCIAL POSITION - LIFE BUSINESS

ASSETS

Amounts for the year
amount carried forward 34,703,382
E. RECEIVABLES
I - Receivables relating to direct insurance business from:
1. Policyholders
a) for premiums for the year 71
99,191
b) for premiums for previous years 72 99,191
73
2. Insurance intermediaries 138,885
74
3. Insurance company current accounts 6,230
75
4. Policyholders and third parties for amounts to be collected 76 244,306
77
II - Receivables relating to reinsurance business, from:
1. Insurance and reinsurance companies 1,549
78
2. Reinsurance intermediaries 79 1,549
80
III - Other receivables 1,226,806
81
1,472,661
82
F. OTHER ASSETS
I - Property, plant and equipment and inventories:
1. Office furniture and machines and internal means of
transport
83
2. Movable assets entered in public registers 84
3. Plant and equipment 85
4. Inventories and sundry goods 86 87
II - Cash and cash equivalents
1. Bank deposits and post office accounts 212,206
88
2. Cheques and cash in hand 89 212,206
90
IV - Other assets
1. Transitory reinsurance accounts 92
2. Sundry assets 133,211
93
133,211
94
345,417
95
of which Liaison account with Non-Life business 901
G. ACCRUALS AND DEFERRALS
1. Interest 232,134
96
2. Rental income 97
3. Other accruals and deferrals 2,069
98
234,203
99
TOTAL ASSETS 36,755,662
100

Annex 2

Amounts for the previous year
amount carried forward 33,428,841
84,643
251
252 84,643
253
151,285
254
9,879
255
256 245,807
257
1,733
258
259 1,733
260
1,027,558
261
1,275,098
262
263
264
265
266 267
178,402
268
269 178,402
270
272
166,579
273
166,579
274
344,981
275
903
222,614
276
277
2,767
278
225,381
279
35,274,301
280

STATEMENT OF FINANCIAL POSITION - LIFE BUSINESS

LIABILITIES AND SHAREHOLDERS' EQUITY

Amounts for the year
A. SHAREHOLDERS' EQUITY
I
- Subscribed capital or equivalent provision
101 502,943
II
- Share premium reserve
102 259,368
III - Revaluation reserves 103
IV - Legal reserve 104 100,589
V
- Statutory reserve
105
VI - Reserve for shares of the holding company 400
VII - Other reserves 107 1,215,712
VIII - Retained profit (loss) 108
IX - Profit (loss) for the year 109 192,801
X - Negative reserve for treasury shares 401 110 2,271,412
B. SUBORDINATED LIABILITIES 111 727,500
C. TECHNICAL PROVISIONS
II - LIFE BUSINESS
1. Mathematical provisions 118 25,744,524
2. Premium provision from supplementary insurance 119 646
3. Provision for amounts payable 120 259,660
4. Provision for profit sharing and reversals 121 5,200
5. Other technical provisions 122 98,597 123 26,108,628
D. TECHNICAL PROVISIONS WHERE THE INVESTMENT RISK IS BORNE
BY POLICYHOLDERS AND INVESTMENTS ARISING
FROM PENSION FUND MANAGEMENT
I - Provisions relating to contracts connected to
investment funds and market indices
125 1,274,330
II - Provisions arising from pension fund management 126 6,087,096 127 7,361,426
to be carried forward 36,468,966

Annex 2

Amounts for the previous year
281 502,943
282 259,368
283
284 100,589
285
500
287 1,387,822
288
289 (60,018)
501 290 2,190,703
291 753,500
25,849,265
298
675
299
250,133
300
5,909
301
98,005
302
303 26,203,987
305 1,139,935
306 4,644,464 307 5,784,398
to be carried forward 34,932,588

STATEMENT OF FINANCIAL POSITION - LIFE BUSINESS

LIABILITIES AND SHAREHOLDERS' EQUITY

Amounts for the year
amount carried forward 36,468,966
E. PROVISIONS FOR RISKS AND CHARGES
1. Post-employment benefits and similar obligations 128
2. Provisions for taxes 2,886
129
3. Other provisions 19,015
130
21,901
131
F. DEPOSITS RECEIVED FROM REINSURERS 6,755
132
G. PAYABLES AND OTHER LIABILITIES
I
- Payables arising from direct insurance business, to:
1. Insurance intermediaries 949
133
2. Insurance company current accounts 134
3. Policyholders for guarantee deposits and premiums 59
135
4. Guarantee funds in favour of the policyholders 136 1,008
137
II - Payables arising from reinsurance business, to:
1. Insurance and reinsurance companies 5,396
138
2. Reinsurance intermediaries 139 5,396
140
III - Bond loans 141
IV - Payables to banks and financial institutions 142
V
- Collateralised payables
143
VI - Sundry loans and other financial payables 2,290
144
VII - Post-employment benefits 2,163
145
VIII - Other payables
1. Policyholders' tax due 207
146
2. Sundry tax payables 13,307
147
3. Social security charges payable 148
4. Sundry payables 24,173
149
37,687
150
IX - Other liabilities
1. Transitory reinsurance accounts 151
2. Commissions for premiums under collection 1,406
152
3. Sundry liabilities 185,173
153
186,579
154
235,123
155
of which Account connecting the Non-Life business 7,060
902
H. ACCRUALS AND DEFERRALS
1. Interest 22,918
156
2. Rental income 157
3. Other accruals and deferrals 158 22,918
159
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY 36,755,662
160

Annex 2

Amounts for the previous year
amount carried forward 34,932,588
308
5,798
309
24,776
310
30,574
311
8,096
312
1,590
313
314
151
315
316 1,742
317
7,030
318
319 7,030
320
321
322
323
3,038
324
2,951
325
230
326
5,964
327
328
67,602
329
73,797
330
331
1,262
332
189,556
333
190,818
334
279,376
335
10,546
904
23,667
336
337
338 23,667
339
35,274,301
340

4 Tables appended to the Notes to the Financial Statements

Annex 3

Statement of breakdown of the profit (loss) for the year between the Non-Life business and the Life business

Non-Life business Life business Total
Technical result 1
428,015
21
205,307
41 633,321
Gains on investments + 2
991,757
42 991,757
Assets and financial charges 3
355,212
43 355,212
Share of profits on investments transferred
from the Life business technical account + 94,094
24
44 94,094
Share of profits on investments transferred
to the Non-Life business technical account 455,511
5
45 455,511
Interim operating result 6
609,049
26
299,401
46 908,450
Other income + 7
190,253
27
49,776
47 240,029
Other charges 8
274,626
28
74,562
48 349,188
Extraordinary income + 9
64,194
29
3,059
49 67,253
Extraordinary expenses 10
40,092
30
21,334
50 61,426
Pre-tax profit (loss) 11
548,779
31
256,339
51 805,117
Income tax for the year 12
117,096
32
63,537
52 180,633
Profit (loss) for the year 13
431,683
33
192,801
53 624,484

Annex 4

Assets - Changes in the year in intangible assets (item B) and land and buildings (item C.I)

Intangible assets B Land and buildings C.I
Gross opening balance + 2,833,318
1
31 1,532,937
Increases in the year + 130,361
2
32 44,717
for: purchases or increases 127,717
3
33
reversals of impairment losses 4 34
write backs 5 35
other changes 2,644
6
36 44,717
Decreases in the year 1,680
7
37 8,200
for: sales or decreases 1,680
8
38 8,200
write-downs 9 39
other changes 10 40
Gross closing balance (a) 2,961,999 41
11
1,569,454
Amortisation/depreciation:
Opening balance + 2,095,540
12
42 393,489
Increases in the year + 117,774
13
43 36,689
for: amount of amortisation for the year 117,774
14
44 36,689
other changes 15 45
Decreases in the year 1,680
16
46 1,574
for: decreases for disposals 1,680
17
47 1,574
other changes 18 48
Closing balance amortisation/depreciation (b) 2,211,633 49
19
428,604
Carrying amount (a - b) 750,366 50
20
1,140,849
Current value 51 1,353,128
Total write-backs 22 52 68,965
Total write-downs 23 53 95,848

Annex 5

Assets - Changes in the year in investments in group companies and other investees: shares and holdings (item C.II.1), bonds (item C.II.2) and loans (item C.II.3)

Shares and holdings C.II.1 Bonds C.II.2 Loans C.II.3
Opening balance + 3,779,981
1
32,327
21
345,136
41
Increases in the year: + 741,893
2
38,057
22
508,000
42
for: purchases, subscriptions or lending 230,784
3
37,906
23
508,000
43
reversals of impairment losses 19
4
140
24
44
write-backs 5 0 0
other changes 511,090
6
11
26
46
Decreases in the year 746,209
7
27 10,308
47
for: sales or repayments 11,784
8
28 2,308
48
write-downs 47,656
9
29 49
other changes 686,770
10
30 8,000
50
Carrying amount 3,775,665 31
11
70,384 51 842,828
Current value 3,965,453
12
72,782
32
842,828
52
Total write-backs 40,783
13
0 0
Total write-downs 1,041,782
14
34 129
54
Item C.II.2 includes
Listed bonds 61 68,884
Unlisted bonds 62 1,500
Carrying amount 63 70,384
of which convertible bonds 64

4 Tables appended to the Notes to the Financial Statements

Assets - Statement with information relating to investees (*)

Ord. Listed Business
No.(**) Type (1) unlisted (2) conducted Name and registered office Currency
2 a L (3)
2
Unipol Gruppo Spa-Bologna-IT 242
3 b NL 9 Gruppo Una Spa-Milano-IT 242
4 b NL 9 Unipolservice S.P.A.-Torino-IT 242
6 b NL 1 Bim Vita Spa (Ex Vitasi)-Torino-IT 242
7 b NL 9 Casa Di Cura Villa Donatello-Firenze-IT 242
8 b NL 9 Centro Oncol. F.No Casa Di Cura In Liquidazione-Sesto Fiorentino-IT 242
9 b NL 1 Ddor Novi Sad Ord Eur-Novi Sad-RS 242
12 b NL 2 Finsai International Sa-Luxembourg-LU 242
13 b NL 2 Unipolsai Nederland B.V. In Liquidatie-Amsterdam-NL 242
17 b NL 1 Incontra Assicurazioni Spa (Ex Capitalia Ass.)-Milano-IT 242
21 b NL 4 Nuove Iniziative Toscane Srl-Firenze-IT 242
26 c NL 6 Unipolsai Investimenti Sgr (Ex Sai Investimenti)-Torino-IT 242
28 b NL 8 Tenute Del Cerro S.P.A. (Ex Saiagricola)-Montepulciano (Si)-IT 242
31 b NL 9 Unipolsai Servizi Previdenziali Srl-Firenze-IT 242
35 d NL 2 Fin. Priv.-Milano-IT 242
39 e NL 6 Acomea Sgr (Ex Sai Asset Management Sgr)-Milano-IT 242
40 e NL 9 Compagnia Aerea Italiana Spa Ex Alitalia-Fiumicino-IT 242
41 e NL 3 Banca Popolare Etica Scarl-Padova-IT 242
42 e NL 9 Città Studi Spa -Biella-IT 242
46 e NL 4 Ex Var Scs-Luxembourg-LU 242
48 e NL 3 Banca Dell'Elba Credito Cooperativo-Portoferraio-IT 242
49 e NL 9 Istituto Europeo Di Oncologia-Milano-IT 242
52 d NL 7 Uci - Ufficio Centrale Italiano-Milano-IT 242
55 b NL 4 Midi Srl-Bologna-IT 242
57 d NL 9 Hotel Villaggio Cdm Spa In Liquidazione-Modena-IT 242
60 e NL 1 Syneteristiki Insurance Sa-Atene-GR 242
61 e NL 1 The Co-Operators Group Sa-Guelph-CA 242
62 e NL 3 Banca Di Bologna Spa-Bologna-IT 242
64 e NL 9 Cooptech Scarl-Roma-IT 242
65 e NL 9 Fondazione Unipolis-Bologna-IT 242
66 e NL 9 Inforcoop Scarl-Roma-IT 242
68 e NL 7 Consorzio Energia Fiera District-Bologna-IT 242
69 b NL 2 Unipolsai Finance Spa-Bologna-IT 242
70 e NL 4 Euromilano Spa-Milano-IT 242
81 b NL 9 Irma S.R.L.-Bologna-IT 242

(*) The group companies and the other companies in which an interest is held directly, also via a trust company or a third party, must be listed.

(**) The order number must be higher than "0"

currency a = Holding companies 1 = Insurance company c = Affiliates 3 = Bank d = Associates 4 = Real Estate company e = Others 5 = Trust company

(1) Type (3) Business conducted (4) Amounts in original

6 = Management company distributing mutual investment funds

(2) Enter L for securities traded on regulated 7 = Consortium

  • markets and NL for the others 8 = Industrial company
    -
  • 9 = Other company or entity

b = Subsidiaries 2 = Financial company (5) Specify the entire stake held

Annex 6

Share capital Portion held (5)
Profit or loss
Amount (4) Number of shares Shareholders' equity (***)
(4)
of the year (***) (4) Direct % Indirect % Total %
3,365,292,407 717,473,508 0.08 0.08
37,817,599 37,817,599 64,689,827 25,255,798 100.00 100.00
2,619,061 2,619,061 9,126,675 2,042,083 100.00 100.00
11,500,000 11,500,000 26,792,831 2,764,326 50.00 50.00
361,200 70,000 67,843,941 2,753,227 100.00 100.00
182,000 350,000 9,498,242 250,350 100.00 100.00
3,379,089,440 2,246,735 72,401,176 5,281,983 100.00 100.00
100,000 401,566 114,169 (23,491) 63.85 63.85
26,000,000 50,000,000 69,904,549 (1,302,840) 100.00 100.00
3,913,588 3,913,588 49.00 49.00
66,000,000 66,000,000 78,955,087 1,483,994 100.00 100.00
104,000 200,000 2,224,357 207,347 100.00 100.00
20,000 20,000 105,948,406 11,675,452 28.57 28.57
4,600,000 577,500 8.66 8.66
3,526,838 82,769,806,291 0.04 0.04
92,235,308 1,756,863 0.15 0.15
26,891,947 26,891,947 0.02 0.02
2,846,689 46,175 1.73 1.73
80,579,007 80,579,007 14.37 14.37
522,578 1,024,663 1,793,027 199,230 38.29 0.10 38.39
112,000,000 112,000,000 147,471,451 2,543,709 100.00 100.00
7,907,924 26,359,747 18.73 18.73
26,793,000 345,772 5.78 5.78
44,419,798 860,182 0.09 0.09
43,344 84 5.95 5.95
258,230 1 100.00 100.00
889,550 889,550 2.44 2.44
33,000 14 6.67 6.67
32,000,000 32,000,000 241,078,473 4,411,348 100.00 100.00
1,356,582 87,492 14.86 14.86
100,000 100,000 3,736,605 340,101 100.00 100.00

(***) To be filled in only for subsidiaries and associates

4 Tables appended to the Notes to the Financial Statements

Assets - Statement with information relating to investees (*)

Listed Business
Ord. No.(**) Type (1) unlisted (2) conducted Name and registered office Currency
82 e NL (3) 1 Tirrena Assicurazioni Spa-Roma-IT 242
83 d NL 4 Garibaldi Sca-Luxembourg-LU 242
87 d NL 4 Isola (Ex Hedf Isola)-Luxembourg-LU 242
94 b NL 9 Unipoltech S.P.A.-Bologna-IT 242
95 d NL 4 Borsetto Srl-Torino-IT 242
97 d NL 9 Funivie Del Piccolo San Bernardo Spa-La Thuile-IT 242
98 b NL 9 Ital H&R Srl-Bologna-IT 242
99 b NL 4 Marina Di Loano Spa-Loano (SV)-IT 242
100 b NL 4 Meridiano Secondo Srl-Milano-IT 242
105 b NL 1 Siat-Genova-IT 242
108 b NL 9 Leithà Srl-Bologna-IT 242
110 b NL 1 Linear Assicurazioni Spa-Bologna-IT 242
111 b NL 1 Unisalute Spa-Bologna-IT 242
112 b NL 1 Arca Vita Spa-Verona-IT 242
113 e L 3 Bper Banca Spa-Modena-IT 242
114 c NL 2 Unipolrec Spa-Bologna-IT 242
118 b NL 9 Centri Medici Dyadea Srl-Bologna-IT 242
119 e NL 4 Visconti Srl-Milano-IT 242
120 b NL 9 Cambiomarcia Srl-Bologna-IT 242
122 b NL 9 Unipolrental Spa-Reggio Emilia-IT 242
123 b NL 9 Berebel S.P.A.-Bologna-IT 242
124 e NL 6 Nextalia Sgr Spa Cat. B-Milano-IT 242
125 b NL 2 Unipolpay Spa-Bologna-IT 242
126 b NL 9 Davinci Healthcare S.R.L.-Milano-IT 242
127 b NL 9 I.Car Srl-Zola Predosa (BO)-IT 242
128 b NL 4 Immobiliare C.S. Srl-Reggio Emilia-IT 242
129 b NL 9 Unipolsai Motor Partner S.R.L.-Zola Predosa (BO)-IT 242
130 b NL 9 Tantosvago S.R.L. Società Benefit-Milano-IT 242
131 b NL 7 Unipolassistance S.C.R.L.-Torino-IT 242
132 b NL 9 Unipolhome Spa-Bologna-IT 242
133 b NL 9 Welbee Spa-Bologna-IT 242
134 e L 3 Banca Popolare Di Sondrio Spa-Sondrio-IT 242
135 d NL 1 Cronos Vita Assicurazioni Spa-Milano-IT 242
136 b NL 1 Ddor Re Ado-Novi Sad-RS 242
138 b NL 9 Società E Salute Spa-Milano-IT 242

(*) The group companies and the other companies in which an interest is held directly, also via a trust company or a third party, must be listed.

a = Holding companies 1 = Insurance company currency
b = Subsidiaries 2 = Financial company (5) Specify the entire stake held
c = Affiliates 3 = Bank
d = Associates 4 = Real Estate company
e = Others 5 = Trust company

(**) The order number must be higher than "0"

(1) Type (3) Business conducted (4) Amounts in original

6 = Management company distributing mutual investment funds

(2) Enter L for securities traded on regulated 7 = Consortium

  • markets and NL for the others 8 = Industrial company
  • 9 = Other company or entity

Annex 6

Share capital Portion held (5)
Profit or loss
Amount (4) Number of shares Shareholders' equity (***) of the year (***) (4) Direct % Indirect % Total %
17,850,000 35,000,000 (4) 11.14 11.14
5,000,000 5,000,000 93,212,241 4,424,042 100.00 100.00
1,769,660 1,769,660 1,721,008 (48,651) 44.93 44.93
10,713,416 6,121,952 14,745,277 1,407,497 23.55 23.55
13,312 13,312 251,363 45,808 100.00 100.00
5,536,000 5,536 79,570,299 799,849 100.00 100.00
2,000,000 2,000,000 319,714,339 8,427,991 100.00 100.00
38,000,000 38,000,000 69,258,582 6,281,053 94.69 94.69
100,000 100,000 2,516,588 781,594 100.00 100.00
19,300,000 19,300,000 132,054,758 7,712,956 100.00 100.00
78,028,566 78,028,566 273,387,899 81,000,361 98.99 98.99
208,279,080 34,713,180 375,407,852 39,337,805 63.39 63.39
2,104,315,691 1,415,850,518 9.32 9.32
290,122,715 290,122,715 14.76 14.76
5,649,335 5,649,335 12,206,147 (1,278,345) 100.00 100.00
11,000,000 11,000,000 7.60 7.60
250,000 250,000 1,045,956 (13,635,002) 100.00 100.00
31,244,899 31,244,899 163,023,023 26,205,538 80.01 80.01
120,000 120,000 1,344,133 (8,521,686) 100.00 100.00
1,025,000 1,025,000 4.88 4.88
27,350,000 27,350,000 23,512,260 (6,064,648) 100.00 100.00
286,242 286,242 7,305,973 (3,455,033) 77.06 77.06
300,000 300,000 22,738,121 1,156,535 100.00 100.00
100,000 100,000 12,678,844 616,947 100.00 100.00
10,000 10,000 2,227,294 1,562,810 100.00 100.00
163,546 163,546 6,338,102 1,120,378 75.00 75.00
516,000 516,000 3,083,639 441,059 96.05 3.95 100.00
200,000 200,000 7,349,022 (1,309,712) 100.00 100.00
200,000 200,000 320,648 (332,342) 100.00 100.00
1,360,157,331 453,385,777 9.51 9.51
60,000,000 60,000,000 238,908,016 13,912,531 22.50 22.50
575,550,000 50,000 5,517,599 (6,465) 100.00 100.00
2,423,893 1,509,247 1,481,626 5,734,439 100.00 100.00

(***) To be filled in only for subsidiaries and associates

4 Tables appended to the Notes to the Financial Statements

Assets - Statement with information relating to investees (*)

Listed Business
Ord. No.(**) Type (1) unlisted (2) conducted Name and registered office Currency
139 b NL (3)
9
Tenute Del Cerro Wines Srl-Montepulciano (Si)-IT 242
140 b NL 1 Unipolre Designated Activity Company-Dublino-IE 242

0 (*) The group companies and the other companies in which an interest is held directly, also via a trust company or a third party, must be listed.

9 = Other company or entity

(**) The order number must be higher than "0"

(1) Type (3) Business conducted (4) Amounts in original
a = Holding companies 1 = Insurance company currency
b = Subsidiaries 2 = Financial company (5) Specify the entire stake held
c = Affiliates 3 = Bank
d = Associates 4 = Real Estate company
e = Others 5 = Trust company
6 = Management company distributing mutual investment funds
(2) Enter L for securities traded on regulated 7 = Consortium
markets and NL for the others 8 = Industrial company

Annex 6

Share capital Portion held (5)
Profit or loss
Amount (4) Number of shares Shareholders' equity (***) of the year (***) (4) Direct % Indirect % Total %
200,000 200,000 (4)
239,366
39,366 100.00 100.00

(***) To be filled in only for subsidiaries and associates

4 Tables appended to the Notes to the Financial Statements

Assets - Statement of changes in investments in group companies and other investees: shares and holdings

Increases in the year
Ord. For purchases
No(1) Type (2) (3) Name Quantity Value Other increases
2 a D Unipol Gruppo Spa 500,000 2,576 19
3 b D Gruppo Una Spa
3 b V Gruppo Una Spa
4 b D Unipolservice S.P.A.
6 b V Bim Vita Spa (Ex Vitasi)
7 b D Casa Di Cura Villa Donatello
8 b D Centro Oncol. F.No Casa Di Cura In Liquidazione
9 b D Ddor Novi Sad Ord Eur 1,003
9 b V Ddor Novi Sad Ord Eur 4,014
12 b D Finsai International Sa
12 b V Finsai International Sa
13 b D Unipolsai Nederland B.V. In Liquidatie
13 b V Unipolsai Nederland B.V. In Liquidatie
17 b D Incontra Assicurazioni Spa (Ex Capitalia Ass.)
21 b D Nuove Iniziative Toscane Srl 1,100
26 c V Unipolsai Investimenti Sgr (Ex Sai Investimenti)
28 b D Tenute Del Cerro S.P.A. (Ex Saiagricola)
28 b V Tenute Del Cerro S.P.A. (Ex Saiagricola)
31 b D Unipolsai Servizi Previdenziali Srl
35 d D Fin. Priv.
39 e D Acomea Sgr (Ex Sai Asset Management Sgr)
39 e V Acomea Sgr (Ex Sai Asset Management Sgr)
40 e D Compagnia Aerea Italiana Spa Ex Alitalia
41 e D Banca Popolare Etica Scarl
42 e D Città Studi Spa
46 e D Ex Var Scs
Totals C.II.1 108,006 633,888
a Holding companies 2,576 19
b Subsidiaries 105,429 417,486
c Affiliates
d Associates 49,500
e Others 166,882
Total D.I
Total D.II

(1) It must match the one stated in Annex 6 (3) State:

e = Others

D for the investments allocated to the Non-Life business (item C.II.1)

(2) Type V for the investments allocated to the Life business (item C.II.1)

a = Holding companies V1 for the investments allocated to the Life business (item D.1)

b = Subsidiaries V2 for the investments allocated to the Life business (item D.2)

c = Affiliates The interest, also when split, must be

d = Associates assigned the same order number

Annex 7
Carrying amount (4) Decreases in the year
For sales
Current value Cost Value Quantity Other decreases Value Quantity
2,896 2,861 2,861 556,950 2,296
37,560 121,169 37,560 18,530,624
34,673 121,785 34,673 19,286,975
5,754 22,990 5,754 2,619,061
9,923 9,923 9,923 5,750,000
66,346 73,325 66,346 70,000
8,900 84,365 8,900 350,000
18,199 54,477 18,199 449,376
72,790 217,891 72,790 1,797,359
181,679
74,704
106,887
253,880
11,784 2,652,000
70,003 236,913 70,003 50,000,000 1,636
5,940 5,947 5,940 1,917,658
66,569 76,606 66,569 61,509,359
4,900 6,126 4,900 4,490,641
762 2,046 762 200,000
27,446 29,552 27,446 5,714
175 265 175 21,007 35
242 436 242 28,993 48
50,000 29,589,882
138 138 138 2,600
4 18 4 5,825
3,965,453 4,817,447 3,775,665 734,425 11,784
2,896 2,861 2,861 2,296
3,128,695 3,981,755 3,128,695 732,025 11,784
63,342 141,676 63,342
80,632 87,446 80,632 22
689,887 603,708 500,134 82

(4) Highlight with a (*) if measured using the equity method (for Type b and D only)

4 Tables appended to the Notes to the Financial Statements

Assets - Statement of changes in investments in group companies and other investees: shares and holdings

Increases in the year
Ord. For purchases
No(1) Type (2) (3) Name
Quantity
Value Other increases
48 e D Banca Dell'Elba Credito Cooperativo
49 e D Istituto Europeo Di Oncologia
52 d D Uci - Ufficio Centrale Italiano
55 b D Midi Srl
57 d D Hotel Villaggio Cdm Spa In Liquidazione
60 e D Syneteristiki Insurance Sa
61 e D The Co-Operators Group Sa
62 e D Banca Di Bologna Spa
64 e D Cooptech Scarl
65 e D Fondazione Unipolis
66 e D Inforcoop Scarl
68 e D Consorzio Energia Fiera District
69 b D Unipolsai Finance Spa
69 b V Unipolsai Finance Spa
70 e D Euromilano Spa
81 b D Irma S.R.L.
82 e D Tirrena Assicurazioni Spa
83 d V Garibaldi Sca
87 d V Isola (Ex Hedf Isola)
94 b D Unipoltech S.P.A.
95 d D Borsetto Srl
97 d D Funivie Del Piccolo San Bernardo Spa
98 b D Ital H&R Srl
99 b D Marina Di Loano Spa
100 b D Meridiano Secondo Srl 15,000
105 b D Siat
108 b D Leithà Srl
110 b D Linear Assicurazioni Spa
111 b D Unisalute Spa
112 b V Arca Vita Spa
113 e D Bper Banca Spa
114 c D Unipolrec Spa
114 c V Unipolrec Spa
118 b D Centri Medici Dyadea Srl
119 e D Visconti Srl

(1) It must match the one stated in Annex 6 (3) State:

-

-

  • e = Others

D for the investments allocated to the Non-Life business (item C.II.1)

  • (2) Type V for the investments allocated to the Life business (item C.II.1)
  • a = Holding companies V1 for the investments allocated to the Life business (item D.1)
  • b = Subsidiaries V2 for the investments allocated to the Life business (item D.2)
  • c = Affiliates The interest, also when split, must be d = Associates assigned the same order number

Annex 7

Carrying amount (4) Decreases in the year
For sales
Current value Cost Value Quantity Other decreases Value Quantity
41 41 41 800
11,881 19,170 11,881 11,581,062
218 301 218 392,351
141,527 141,527 141,527 112,000,000
2,124 2,124 2,124 4,935,943
1,232 1,232 1,232 20,000
43 43 43 800
4 4 4 5
258 258 258 1
22 21,730
2 2 2 1
117,362 141,864 117,362 16,000,000
117,362 135,822 117,362 16,000,000
200 15,562 200 13,000
100 980 100 100,000
21,175 3,900,000
90,000 90,000 90,000 5,000,000
773 3,868 773 795,065 22
2,695 4,225 2,695 1,441,691
172 418 172 13,312
81,709 207,139 81,709 5,536
322,160 343,519 322,160 2,000,000
39,809 39,809 39,809 35,983,610
100 100 100 100,000
180,000 180,000 180,000 19,300,000
745,000 745,000 745,000 77,242,993
475,000 475,000 475,000 22,005,690
424,010 320,450 311,445 131,975,560
46,635 114,385 46,635 34,780,915
10,766 21,345 10,766 8,029,607
19,142 19,142 19,142 5,649,335
413 836 413 836,310

(4) Highlight with a (*) if measured using the equity method (for Type b and D only)

4 Tables appended to the Notes to the Financial Statements

Assets - Statement of changes in investments in group companies and other investees: shares and holdings

Increases in the year
Ord. For purchases
No(1) Type (2) (3) Name
Quantity
Value Other increases
120 b D Cambiomarcia Srl 13,146
122 b D Unipolrental Spa
123 b D Berebel S.P.A. 5,000
124 e D Nextalia Sgr Spa Cat. B
125 b D Unipolpay Spa 8,400
125 b V Unipolpay Spa 2,800
126 b D Davinci Healthcare S.R.L.
49
3 6,000
127 b D I.Car Srl 6,866
128 b D Immobiliare C.S. Srl
129 b D Unipolsai Motor Partner S.R.L.
130 b D Tantosvago S.R.L. Società Benefit 5,300
131 b D Unipolassistance S.C.R.L.
774
4
132 b D Unipolhome Spa 4,000
133 b D Welbee Spa 750
134 e D Banca Popolare Di Sondrio Spa 111,477
134 e V Banca Popolare Di Sondrio Spa 55,405
135 d V Cronos Vita Assicurazioni Spa 49,500
136 b D Ddor Re Ado 5,131
138 b D Società E Salute Spa
1,509,247
105,422 5,000
139 b D Tenute Del Cerro Wines Srl 186
139 b V Tenute Del Cerro Wines Srl 14
140 b D Unipolre Designated Activity Company 98,890
140 b V Unipolre Designated Activity Company 234,887

(1) It must match the one stated in Annex 6 (3) State:

  • b = Subsidiaries V2 for the investments allocated to the Life business (item D.2)
    -
    -
  • e = Others

D for the investments allocated to the Non-Life business (item C.II.1)

(2) Type V for the investments allocated to the Life business (item C.II.1)

a = Holding companies V1 for the investments allocated to the Life business (item D.1)

c = Affiliates The interest, also when split, must be

d = Associates assigned the same order number

Annex 7

Carrying amount (4) Decreases in the year
For sales
Current value Cost Value Quantity Other decreases Value Quantity
1,046 31,994 1,046 250,000 30,948
91,194 91,194 91,194 25,000,000 4,898
15,120 15,120 15,120 120,000
5,050 5,050 5,050 50,000
28,913 28,913 28,913 20,512,500
9,638 9,638 9,638 6,837,500
14,236 14,236 14,236 220,576
76,876 76,876 76,876 300,000
12,620 12,620 12,620 100,000
3,285 3,285 3,285 10,000
21,228 21,228 21,228 122,659
2,494 2,494 2,494 495,633
9,520 9,520 9,520 200,000
950 950 950 200,000
163,083 111,477 111,477 28,816,000
80,987 55,405 55,405 14,310,000
49,500 49,500 49,500 13,500,000
5,131 5,131 5,131 49,999
110,422 110,422 110,422 1,509,247
186 186 186 186,392
14 14 14 13,608
98,890
234,887

(4) Highlight with a (*) if measured using the equity method (for Type b and D only)

4 Tables appended to the Notes to the Financial Statements

Annex 8

Assets - Breakdown based on the use of other financial investments: shares and holdings, mutual investment fund units, bonds and other fixed-yield securities, mutual investment units and sundry financial investments (items C.III.1, 2, 3, 5, 7)

Long-term use portfolio Short-term use portfolio Total
I - Non-Life business Carrying amount Current value Carrying amount Current value Carrying amount Current value
1. Shares and holdings in: 1 96,994 21 96,994 41 614,800 61 675,545 81 711,794 101 772,539
a) listed shares 2 22 42 564,649 62 625,394 82 564,649 102 625,394
b) unlisted shares 3 96,994 23 96,994 43 50,151 63 50,151 83 147,145 103 147,145
c) holdings 4 24 44 64 84 104
2. Mutual investment fund units . 5 333,771 25 394,120 45 1,765,929 65 1,979,768 85 2,099,700 105 2,373,888
3. Bonds and other fixed-yield securities 6 4,533,585 26 4,220,222 46 2,121,239 66 2,159,929 86 6,654,824 106 6,380,151
a1) Listed government securities 7 2,660,081 27 2,411,945 47 474,228 67 480,593 87 3,134,308 107 2,892,538
a2) other listed securities 8 1,701,635 28 1,639,894 48 1,631,331 68 1,663,655 88 3,332,966 108 3,303,548
b1) unlisted government securities 9 82,209 29 83,413 49 69 89 82,209 109 83,413
b2) other unlisted securities 10 89,661 30 84,971 50 15,680 70 15,681 90 105,341 110 100,651
c) convertible bonds 11 31 51 71 91 111
5. Mutual investment units 12 32 52 72 92 112
7. Sundry financial investments 13 33 53 22,413 73 41,290 93 22,413 113 41,290
Long-term use portfolio Short-term use portfolio Total
II - Life business Carrying amount Current value Carrying amount Current value Carrying amount Current value
1. Shares and holdings in: 121 141 161 582,309 181 659,995 201 582,309 221 659,995
a) listed shares 122 142 162 482,308 182 559,994 202 482,308 222 559,994
b) unlisted shares 123 143 163 100,001 183 100,001 203 100,001 223 100,001
c) holdings . 124 144 164 184 204 224
2. Mutual investment fund units 125 28,347 145 27,822 165 2,845,909 185 3,075,824 205 2,874,257 225 3,103,647
3. Bonds and other fixed-yield securities 126 18,408,767 146 17,057,933 166 4,401,776 186 4,492,574 206 22,810,543 226 21,550,507
a1) Listed government securities 127 13,184,422 147 12,203,708 167 1,928,444 187 1,988,611 207 15,112,866 227 14,192,319
a2) other listed securities 128 4,901,164 148 4,532,649 168 2,455,401 188 2,486,032 208 7,356,565 228 7,018,681
b1) unlisted government securities 129 222,212 149 235,243 169 189 209 222,212 229 235,243
b2) other unlisted securities 130 100,970 150 86,333 170 17,931 190 17,931 210 118,901 230 104,265
c) convertible bonds 131 151 171 191 211 231
5. Mutual investment units 132 152 172 192 212 232
7. Sundry financial investments 133 153 173 1,027 193 1,307 213 1,027 233 1,307

Annex 9

Assets - Changes in the year in other financial investments with long-lived use: shares and holdings, mutual investment fund units, bonds and other fixed-yield securities, mutual investment units and sundry financial investments (items C.III.1, 2, 3, 5, 7)

Shares and Bonds and other fixed Mutual investment Sundry financial
holdings Mutual investment yield securities units investments
C.III.1 fund units C.III.2 C.III.3 C.III.5 C.III.7
Opening balance + 1 98,757 21 242,352 41 22,953,162 81 101
Increases in the year: + 2 29,522 22 143,045 42 1,082,992 82 102
for: purchases 3 1,495 23 137,186 43 674,108 83 103
reversals of impairment losses 4 24 44 84 104
transfers from the short-term portfolio 5 25 45 106,275 85 105
other changes 6 28,027 26 5,859 46 302,609 86 106
Decreases in the year: 7 31,285 27 23,278 47 1,093,802 87 107
for: sales 8 28 1,062 48 953,966 88 108
write-downs 9 29 49 89 109
transfers to the short-term portfolio 10 30 50 57,416 90 110
other changes 11 31,285 31 22,216 51 82,420 91 111
Carrying amount 12 96,994 32 362,118 52 22,942,352 92 112
Current value 13 96,994 33 421,942 53 21,278,155 93 113

Annex 10

Assets - Changes in the year in loans and bank deposits (items C.III.4, 6)

Loans C.III.4 Bank deposits C.III.6
Opening balance + 21,916
1
19,097
21
Increases in the year: + 7,328
2
22
for: lending 7,328
3
reversals of impairment losses 4
other changes 5
Decreases in the year: 7,770
6
9,733
26
for: repayments 7,193
7
write-downs 577
8
other changes 9
Carrying amount 21,474 30
10
9,364

4 Tables appended to the Notes to the Financial Statements

Annex 11

Assets - Statement of assets relating to benefits linked to investment funds and market indices (item D.I)

Current value Acquisition cost
Year Previous year Year Previous year
I.
Land and buildings
1 21 41 61
II. Investments in group companies and other investees:
1. Shares and holdings 2 22 42 62
2. Bonds 3 23 43 63
3. Loans 4 24 44 64
III. Mutual investment fund units 5 1,024,036 25 880,991 45
899,866
65
860,699
IV. Other financial investments:
1. Shares and holdings 6 4,784 26 566 46
4,908
66
444
2. Bonds and other fixed-yield securities 7 185,242 27 203,643 47
196,606
67
226,717
3. Bank deposits 8 28 48 68
4. Sundry financial investments 9 223 29 341 49 223 69 341
V. Other assets 10 1,813 30 1,205 50
1,813
70
1,205
VI. Cash and cash equivalents 11 60,564 31 53,279 51
60,564
71
53,279
Payables and expenses 12 (2,331) 32 (90) 52
(2,331)
72
(90)
13 33 53 73
Total 14 1,274,330 34 1,139,935 54
1,161,650
74
1,142,595

Annex 11/1

Annex11/2

INDEX LINKED

Current value Acquisition cost
Year Previous year Year Previous year
I.
Land and buildings
1 21 41 61
II. Investments in group companies and other investees:
1. Shares and holdings 2 22 42 62
2. Bonds 3 23 43 63
3. Loans 4 24 44 64
III. Mutual investment fund units 5 25 45 65
IV. Other financial investments:
1. Shares and holdings 6 281 26 281 380
46
66 281
2. Bonds and other fixed-yield securities 7 27 1,004
47
67 1,103
3. Bank deposits 8 28 48 68
4. Sundry financial investments 9 223 29 341 49 223 69 341
V. Other assets 10 30 50 70
VI. Cash and cash equivalents 11 31 51 71
12 32 52 72
13 33 53 73
Total 14 504 34 621 54 1,607 74 1,725

UNIT LINKED

Current value Acquisition cost
Year Previous year Year Previous year
I.
Land and buildings
1 21 41 61
II. Investments in group companies and other investees:
1. Shares and holdings 2 22 42 62
2. Bonds 3 23 43 63
3. Loans 4 24 44 64
III. Mutual investment fund units 5 1,024,036 25 880,991 45 899,866 65 860,699
IV. Other financial investments:
1. Shares and holdings 6 4,503 26 286 46 4,528 66 164
2. Bonds and other fixed-yield securities 7 185,242 27 203,643 47 195,603 67 225,614
3. Bank deposits 8 28 48 68
4. Sundry financial investments 9 29 49 69
V. Other assets 10 1,813 30 1,205 50 1,813 70 1,205
VI. Cash and cash equivalents 11 60,564 31 53,279 51 60,564 71 53,279
Payables and expenses 12 (2,331) 32 (90) 52 (2,331) 72 (90)
13 33 53 73
Total 14 1,273,827 34 1,139,313 54 1,160,043 74 1,140,871

4 Tables appended to the Notes to the Financial Statements

Annex 12

Annex 12/04

Assets - Statement of assets arising from pension fund management (item D.II)

Current value Acquisition cost
Year Previous year Year Previous year
I.
Investments in group companies and other investees:
1. Shares and holdings 1 21 41 61
2. Bonds 2 22 42 62
II. Other financial investments:
1. Shares and holdings 3 132,458 23 116,562 43 107,401 63 106,671
2. Bonds and other fixed-yield securities 4 5,110,668 24 3,805,336 44 4,596,098 64 4,120,864
3. Mutual investment fund units 5 634,452 25 540,917 45 577,344 65 537,761
4. Bank deposits 6 26 46 66
5. Sundry financial investments 7 27 47 67
III. Other assets 8 69,412 28 78,648 48 48,593 68 78,648
IV. Cash and cash equivalents 9 155,525 29 108,747 49 137,134 69 108,747
Securities to be settled, payables and sundry liabilities 10 (15,420) 30 (5,746) 50 (9,366) 70 (5,746)
11 31 51 71
Total 12 6,087,096 32 4,644,464 52 5,457,205 72 4,946,946

UNIPOLSAI PREVIDENZA FPA

Current value Acquisition cost
Year Previous year Year Previous year
I.
Investments in group companies and other investees:
1. Shares and holdings 1 21 41 61
2. Bonds 2 22 42 62
II. Other financial investments:
1. Shares and holdings 3 132,458 116,562
23
107,401
43
63 106,671
2. Bonds and other fixed-yield securities 4 409,605 374,929
24
432,746
44
64 426,413
3. Mutual investment fund units 5 326,443 304,075
25
309,004
45
65 310,837
4. Bank deposits 6 26 46 66
5. Sundry financial investments 7 27 47 67
III. Other assets 8 8,053 19,310
28
8,053
48
68 19,310
IV. Cash and cash equivalents 9 25,058 19,092
29
25,058
49
69 19,092
Securities to be settled, payables and sundry liabilities 10 (1,217) (794)
30
(1,217)
50
70 (794)
11 31 51 71
Total 12 900,399 32 833,173 52 881,044 72 881,529

Annex 12/08

Annex 12/10

UnipolSai Assicurazioni 2023 Annual Report

ARCO

Current value Acquisition cost
Year Year Previous year
1 21 41 61
2 22 42 62
3 23 43 63
4 97,000 24 44 101,406 64 91,566
5 3,393 25 45 2,871 65 3,040
6 26 46 66
7 27 47 67
8 1,146 28 48 1,146 68 1,749
9 2,429 29 49 2,429 69 2,671
10 (16) 30 50 (16) 70 33
11 31 51 71
12 99,059
103,951 32 Previous year
82,361
3,094
1,749
2,671
33
89,909 52
107,836 72

ALIFOND

Current value Acquisition cost
Year Previous year Year Previous year
I.
Investments in group companies and other investees:
1. Shares and holdings 1 21 41 61
2. Bonds 2 22 42 62
II. Other financial investments:
1. Shares and holdings 3 23 43 63
2. Bonds and other fixed-yield securities 4 198,317 180,302
24
204,207
44
195,099
64
3. Mutual investment fund units 5 21,753 14,371
25
20,985
45
15,138
65
4. Bank deposits 6 26 46 66
5. Sundry financial investments 7 27 47 67
III. Other assets 8 2,361 3,105
28
2,361
48
3,105
68
IV. Cash and cash equivalents 9 4,035 10,749
29
4,035
49
10,749
69
Securities to be settled, payables and sundry liabilities 10 (329) (281)
30
(329)
50
(281)
70
11 31 51 71
Total 12 226,136 32 208,246 52 231,259 72 223,810

Annex 12/11

4 Tables appended to the Notes to the Financial Statements

BYBLOS

Current value Acquisition cost
Year Previous year Year Previous year
I.
Investments in group companies and other investees:
1. Shares and holdings 1 21 41 61
2. Bonds 2 22 42 62
II. Other financial investments:
1. Shares and holdings 3 23 43 63
2. Bonds and other fixed-yield securities 4 171,398 24 176,301 44 177,453 64 187,133
3. Mutual investment fund units 5 11,606 25 12,317 45 10,640 65 11,919
4. Bank deposits 6 26 46 66
5. Sundry financial investments 7 27 47 67
III. Other assets 8 2,523 28 3,186 48 2,523 68 3,186
IV. Cash and cash equivalents 9 19,845 29 732 49 19,845 69 732
Securities to be settled, payables and sundry liabilities 10 (366) 30 (363) 50 (366) 70 (363)
11 31 51 71
Total 12 205,007 32 192,174 52 210,096 72 202,607

TELEMACO

Current value Acquisition cost
Year Previous year Year Previous year
I.
Investments in group companies and other investees:
1. Shares and holdings 1 21 41 61
2. Bonds 2 22 42 62
II. Other financial investments:
1. Shares and holdings 3 23 43 63
2. Bonds and other fixed-yield securities 4 130,333 113,293
24
132,897
44
64 123,659
3. Mutual investment fund units 5 10,568 8,144
25
9,434
45
65 8,519
4. Bank deposits 6 26 46 66
5. Sundry financial investments 7 27 47 67
III. Other assets 8 1,547 2,702
28
1,547
48
68 2,702
IV. Cash and cash equivalents 9 7,999 2,706
29
7,999
49
69 2,706
Securities to be settled, payables and sundry liabilities 10 (118) (103)
30
(118)
50
70 (103)
11 31 51 71
Total 12 150,328 32 126,743 52 151,758 72 137,483

Annex 12/16

FONDAPI

Current value Acquisition cost
Year Previous year Year Previous year
I.
Investments in group companies and other investees:
1. Shares and holdings 1 21 41 61
2. Bonds 2 22 42 62
II. Other financial investments:
1. Shares and holdings 3 23 43 63
2. Bonds and other fixed-yield securities 121,102
4
111,901
24
119,077
44
64 120,001
3. Mutual investment fund units 5 9,052 7,552
25
6,190
45
65 6,190
4. Bank deposits 6 26 46 66
5. Sundry financial investments 7 27 47 67
III. Other assets 8 1,235 2,029
28
1,235
48
68 2,029
IV. Cash and cash equivalents 9 1,768 57
29
1,768
49
69 57
Securities to be settled, payables and sundry liabilities 10 (563) (531)
30
(563)
50
70 (531)
11 31 51 71
Total 12 132,595 32 121,008 52 127,708 72 127,746

FONTE

Annex 12/19

Current value Acquisition cost
Year Previous year Year Previous year
I.
Investments in group companies and other investees:
1. Shares and holdings 1 21 41 61
2. Bonds 2 22 42 62
II. Other financial investments:
1. Shares and holdings 3 23 43 63
2. Bonds and other fixed-yield securities 4 714,365 634,702
24
751,464
44
719,519
64
3. Mutual investment fund units 5 109,682 101,021
25
101,319
45
89,185
65
4. Bank deposits 6 26 46 66
5. Sundry financial investments 7 27 47 67
III. Other assets 8 8,649 14,592
28
8,649
48
14,592
68
IV. Cash and cash equivalents 9 18,215 23,615
29
18,215
49
23,615
69
Securities to be settled, payables and sundry liabilities 10 (939) (1,133)
30
(939)
50
(1,133)
70
11 31 51 71
Total 12 849,971 32 772,797 52 878,708 72 845,778

4 Tables appended to the Notes to the Financial Statements

Annex 12/21

Annex 12/23

PERSEO SIRIO GAR.

Current value Acquisition cost
Year Previous year Year Previous year
I.
Investments in group companies and other investees:
1. Shares and holdings 1 21 41 61
2. Bonds 2 22 42 62
II. Other financial investments:
1. Shares and holdings 3 23 43 63
2. Bonds and other fixed-yield securities 4 330,063 235,178
24
44 335,554 64 248,550
3. Mutual investment fund units 5 12,450 5,328
25
45 10,841 65 5,061
4. Bank deposits 6 26 46 66
5. Sundry financial investments 7 27 47 67
III. Other assets 8 3,475 3,415
28
48 3,475 68 3,415
IV. Cash and cash equivalents 9 17,321 15,249
29
49 17,321 69 15,249
Securities to be settled, payables and sundry liabilities 10 (716) (200)
30
50 (716) 70 (200)
11 31 51 71
Total 12 362,593 32 258,970 52 366,476 72 272,074

F.DO PENS. PREV. COOPERATIVA GAR.

Current value Acquisition cost
Year Previous year Year Previous year
I.
Investments in group companies and other investees:
1. Shares and holdings 1 21 41 61
2. Bonds 2 22 42 62
II. Other financial investments:
1. Shares and holdings 3 23 43 63
2. Bonds and other fixed-yield securities 4 459,083 437,065
24
449,025
44
454,167
64
3. Mutual investment fund units 5 25 45 65
4. Bank deposits 6 26 46 66
5. Sundry financial investments 7 27 47 67
III. Other assets 8 1,790 3,463
28
1,790
48
3,463
68
IV. Cash and cash equivalents 9 680 368
29
680
49
368
69
Securities to be settled, payables and sundry liabilities 10 (626) (583)
30
(626)
50
(583)
70
11 31 51 71
Total 12 460,926 32 440,313 52 450,868 72 457,415

Annex 12/25

Annex 12/26

UnipolSai Assicurazioni 2023 Annual Report

F.DO PENS CARIPLO GAR.

Current value Acquisition cost
Year Previous year Year Previous year
I.
Investments in group companies and other investees:
1. Shares and holdings 1 21 41 61
2. Bonds 2 22 42 62
II. Other financial investments:
1. Shares and holdings 3 23 43 63
2. Bonds and other fixed-yield securities 4 6,387 5,849
24
6,382
44
6,098
64
3. Mutual investment fund units 5 262 263
25
224
45
274
65
4. Bank deposits 6 26 46 66
5. Sundry financial investments 7 27 47 67
III. Other assets 8 30 69
28
30
48
69
68
IV. Cash and cash equivalents 9 27 101
29
27
49
101
69
Securities to be settled, payables and sundry liabilities 10 (11) (10)
30
(11)
50
(10)
70
11 31 51 71
Total 12 6,696 32 6,271 52 6,653 72 6,531

F.DO PENS. MEDIAFOND GAR.

Current value Acquisition cost
Year Previous year Year Previous year
I.
Investments in group companies and other investees:
1. Shares and holdings 1 21 41 61
2. Bonds 2 22 42 62
II. Other financial investments:
1. Shares and holdings 3 23 43 63
2. Bonds and other fixed-yield securities 4 5,521 4,875
24
5,432
44
5,343
64
3. Mutual investment fund units 5 197 218
25
162
45
212
65
4. Bank deposits 6 26 46 66
5. Sundry financial investments 7 27 47 67
III. Other assets 8 46 70
28
46
48
70
68
IV. Cash and cash equivalents 9 98 9
29
98
49
9
69
Securities to be settled, payables and sundry liabilities 10 (5) (5)
30
(5)
50
(5)
70
11 31 51 71
Total 12 5,858 32 5,167 52 5,734 72 5,630

4 Tables appended to the Notes to the Financial Statements

F.DO PENS. PREVEDI SICUREZZA GAR

Current value Acquisition cost
Year Previous year Year Previous year
I.
Investments in group companies and other investees:
1. Shares and holdings 1 21 41 61
2. Bonds 2 22 42 62
II. Other financial investments:
1. Shares and holdings 3 23 43 63
2. Bonds and other fixed-yield securities 4 156,765 24 126,526 44 161,783 64 137,524
3. Mutual investment fund units 5 6,377 25 4,666 45 5,633 65 4,845
4. Bank deposits 6 26 46 66
5. Sundry financial investments 7 27 47 67
III. Other assets 8 1,470 28 2,280 48 1,470 68 2,280
IV. Cash and cash equivalents 9 8,131 29 4,539 49 8,131 69 4,539
Securities to be settled, payables and sundry liabilities 10 (82) 30 (66) 50 (82) 70 (66)
11 31 51 71
Total 12 172,660 32 137,944 52 176,934 72 149,122

F.DO PENS. AGRIFONDO GAR

Current value Acquisition cost
Year Previous year Year Previous year
I.
Investments in group companies and other investees:
1. Shares and holdings 1 21 41 61
2. Bonds 2 22 42 62
II. Other financial investments:
1. Shares and holdings 3 23 43 63
2. Bonds and other fixed-yield securities 4 90,744 24 70,945 44 92,493 64 77,740
3. Mutual investment fund units 5 2,962 25 3,010 45 2,388 65 2,797
4. Bank deposits 6 26 46 66
5. Sundry financial investments 7 27 47 67
III. Other assets 8 915 28 1,483 48 915 68 1,483
IV. Cash and cash equivalents 9 242 29 11,511 49 242 69 11,511
Securities to be settled, payables and sundry liabilities 10 (78) 30 (76) 50 (78) 70 (76)
11 31 51 71
Total 12 94,786 32 86,873 52 95,960 72 93,454

Annex 12/29

F.DO PENS. CONCRETO GAR.

Current value Acquisition cost
Year Previous year Year Previous year
I.
Investments in group companies and other investees:
1. Shares and holdings 1 21 41 61
2. Bonds 2 22 42 62
II. Other financial investments:
1. Shares and holdings 3 23 43 63
2. Bonds and other fixed-yield securities 4 29,863 27,242
24
30,637
44
29,879
64
3. Mutual investment fund units 5 1,503 1,137
25
1,330
45
1,163
65
4. Bank deposits 6 26 46 66
5. Sundry financial investments 7 27 47 67
III. Other assets 8 395 626
28
395
48
626
68
IV. Cash and cash equivalents 9 1,669 589
29
1,669
49
589
69
Securities to be settled, payables and sundry liabilities 10 (49) (24)
30
(49)
50
(24)
70
11 31 51 71
Total 12 33,382 32 29,571 52 33,981 72 32,234

F.DO PENS. ESPERO GAR.

Current value Acquisition cost
Year Previous year Year Previous year
I.
Investments in group companies and other investees:
1. Shares and holdings 1 21 41 61
2. Bonds 2 22 42 62
II. Other financial investments:
1. Shares and holdings 3 23 43 63
2. Bonds and other fixed-yield securities 4 236,669 24 210,349 44 242,040 64 228,694
3. Mutual investment fund units 5 10,885 25 8,774 45 9,544 65 9,043
4. Bank deposits 6 26 46 66
5. Sundry financial investments 7 27 47 67
III. Other assets 8 3,252 28 4,893 48 3,252 68 4,893
IV. Cash and cash equivalents 9 1,186 29 2,610 49 1,186 69 2,610
Securities to be settled, payables and sundry liabilities 10 (192) 30 (186) 50 (192) 70 (186)
11 31 51 71
Total 12 251,801 32 226,439 52 255,830 72 245,053

Annex 12/31

4 Tables appended to the Notes to the Financial Statements

Annex 12/32

Annex 12/33

F.DO PENS. GR. BANCO POP GAR.

Current value Acquisition cost
Year Previous year Year Previous year
I.
Investments in group companies and other investees:
1. Shares and holdings 1 21 41 61
2. Bonds 2 22 42 62
II. Other financial investments:
1. Shares and holdings 3 23 43 63
2. Bonds and other fixed-yield securities 4 427,944 408,398
24
44 436,197 64 442,918
3. Mutual investment fund units 5 20,099 18,267
25
45 17,568 65 18,808
4. Bank deposits 6 26 46 66
5. Sundry financial investments 7 27 47 67
III. Other assets 8 6,137 9,607
28
48 6,137 68 9,607
IV. Cash and cash equivalents 9 5,604 4,585
29
49 5,604 69 4,585
Securities to be settled, payables and sundry liabilities 10 (401) (394)
30
50 (401) 70 (394)
11 31 51 71
Total 12 459,383 32 440,462 52 465,105 72 475,524

F.DO PENS. UBI LINEA A GARANZIA

Current value Acquisition cost
Year Previous year Year Previous year
I.
Investments in group companies and other investees:
1. Shares and holdings 1 21 41 61
2. Bonds 2 22 42 62
II. Other financial investments:
1. Shares and holdings 3 23 43 63
2. Bonds and other fixed-yield securities 4 24 22,120 44 64 23,213
3. Mutual investment fund units 5 25 1,780 45 65 1,825
4. Bank deposits 6 26 46 66
5. Sundry financial investments 7 27 47 67
III. Other assets 8 28 242 48 68 242
IV. Cash and cash equivalents 9 29 1,056 49 69 1,056
Securities to be settled, payables and sundry liabilities 10 30 (38) 50 70 (38)
11 31 51 71
Total 12 32 25,160 52 72 26,298

Annex 12/34

Annex 12/35

F.DO ISTITUTO SAN PAOLO GAR.

Current value Acquisition cost
Year Previous year Year Previous year
I.
Investments in group companies and other investees:
1. Shares and holdings 1 21 41 61
2. Bonds 2 22 42 62
II. Other financial investments:
1. Shares and holdings 3 23 43 63
2. Bonds and other fixed-yield securities 4 596,693 24 438,410 44 590,792 64 454,217
3. Mutual investment fund units 5 57,269 25 26,509 45 55,394 65 27,659
4. Bank deposits 6 26 46 66
5. Sundry financial investments 7 27 47 67
III. Other assets 8 3,154 28 4,314 48 3,154 68 4,314
IV. Cash and cash equivalents 9 19,393 29 8,245 49 19,393 69 8,245
Securities to be settled, payables and sundry liabilities 10 (1,973) 30 (737) 50 (1,973) 70 (737)
11 31 51 71
Total 12 674,536 32 476,741 52 666,760 72 493,699

F.DO PENS. GOMMAPLASTICA GAR.

Current value Acquisition cost
Year Previous year Year Previous year
I.
Investments in group companies and other investees:
1. Shares and holdings 1 21 41 61
2. Bonds 2 22 42 62
II. Other financial investments:
1. Shares and holdings 3 23 43 63
2. Bonds and other fixed-yield securities 4 170,374 24 144,590 44 167,992 64 149,131
3. Mutual investment fund units 5 9,327 25 20,392 45 8,601 65 21,247
4. Bank deposits 6 26 46 66
5. Sundry financial investments 7 27 47 67
III. Other assets 8 1,203 28 1,514 48 1,203 68 1,514
IV. Cash and cash equivalents 9 3,037 29 264 49 3,037 69 264
Securities to be settled, payables and sundry liabilities 10 (651) 30 (257) 50 (651) 70 (257)
11 31 51 71
Total 12 183,289 32 166,503 52 180,181 72 171,900

4 Tables appended to the Notes to the Financial Statements

F.DO PENS. PEGASO GAR.

Current value Acquisition cost
Year Previous year Year Previous year
I.
Investments in group companies and other investees:
1. Shares and holdings 1 21 41 61
2. Bonds 2 22 42 62
II. Other financial investments:
1. Shares and holdings 3 23 43 63
2. Bonds and other fixed-yield securities 4 161,780 24 158,522
44
64
3. Mutual investment fund units 5 6,092 25 5,216
45
65
4. Bank deposits 6 26 46 66
5. Sundry financial investments 7 27 47 67
III. Other assets 8 1,213 28 1,213
48
68
IV. Cash and cash equivalents 9 397 29 397
49
69
Securities to be settled, payables and sundry liabilities 10 (1,034) 30 (1,034)
50
70
11 31 51 71
Total 12 168,449 32 164,315 72
52

F.DO PENS. FONDEMAIN GAR.

Current value Acquisition cost
Year Previous year Year Previous year
I.
Investments in group companies and other investees:
1. Shares and holdings 1 21 41 61
2. Bonds 2 22 42 62
II. Other financial investments:
1. Shares and holdings 3 23 43 63
2. Bonds and other fixed-yield securities 4 29,778 24 44 29,003 64
3. Mutual investment fund units 5 1,207 25 45 1,034 65
4. Bank deposits 6 26 46 66
5. Sundry financial investments 7 27 47 67
III. Other assets 8 117 28 48 117 68
IV. Cash and cash equivalents 9 90 29 49 90 69
Securities to be settled, payables and sundry liabilities 10 (188) 30 50 (188) 70
11 31 51 71
Total 12 31,004 32 52 30,056 72

Annex 12/36

Annex 12/37

Annex 12/38

Annex 12/39

F.DO PENS. FOPEN GAR.

Current value Acquisition cost
Year Previous year Year Previous year
I.
Investments in group companies and other investees:
1. Shares and holdings 1 21 41 61
2. Bonds 2 22 42 62
II. Other financial investments:
1. Shares and holdings 3 23 43 63
2. Bonds and other fixed-yield securities 4 232,258 24 44 226,576 64
3. Mutual investment fund units 5 10,391 25 45 9,542 65
4. Bank deposits 6 26 46 66
5. Sundry financial investments 7 27 47 67
III. Other assets 8 1,826 28 48 1,826 68
IV. Cash and cash equivalents 9 1,172 29 49 1,172 69
Securities to be settled, payables and sundry liabilities 10 (1,387) 30 50 (1,387) 70
11 31 51 71
Total 12 244,260 32 52 237,730 72

F.DO PENS. PREVAER GAR.

Current value Acquisition cost
Year Previous year Year Previous year
I.
Investments in group companies and other investees:
1. Shares and holdings 1 21 41 61
2. Bonds 2 22 42 62
II. Other financial investments:
1. Shares and holdings 3 23 43 63
2. Bonds and other fixed-yield securities 4 80,037 24 77,622
44
64
3. Mutual investment fund units 5 2,933 25 2,762
45
65
4. Bank deposits 6 26 46 66
5. Sundry financial investments 7 27 47 67
III. Other assets 8 525 28 525
48
68
IV. Cash and cash equivalents 9 107 29 107
49
69
Securities to be settled, payables and sundry liabilities 10 (468) 30 (468)
50
70
11 31 51 71
Total 12 83,134 32 80,549 72
52

Annex 12/40

4 Tables appended to the Notes to the Financial Statements

F.DO PENS. FONCHIM GAR.

Current value Acquisition cost
Year Previous year Year
Previous year
I.
Investments in group companies and other investees:
1. Shares and holdings 1 21 41 61
2. Bonds 2 22 42 62
II. Other financial investments:
1. Shares and holdings 3 23 43 63
2. Bonds and other fixed-yield securities 4 254,590 24 252,169
44
64
3. Mutual investment fund units 5 25 45 65
4. Bank deposits 6 26 46 66
5. Sundry financial investments 7 27 47 67
III. Other assets 8 18,352 28 48 18,352
68
IV. Cash and cash equivalents 9 17,022 29 49 17,022
69
Securities to be settled, payables and sundry liabilities 10 (4,011) 30 50 (4,011)
70
11 31 51 71
Total 12 285,953 32 52 283,532 72

Annex 13

Liabilities - Non-Life business - Changes in the year in premium provision (item C.I.1) and claims provision (item C.I.2)

Type Year Previous year Change
Premium provision:
Provision for unearned premiums 1 3,178,498 3,076,725
11
101,773
21
Provision for unexpired risks 2 15,695 23,124
12
(7,428)
22
Carrying amount 3 3,194,193 13 3,099,848 23 94,345
Claims provision:
Provision for compensations and direct expenses 4 9,661,658 8,191,066
14
1,470,593
24
Provision for settlement expenses 5 650,299 612,063
15
38,236
25
Provision for claims incurred but not reported 6 1,065,123 1,060,884
16
4,239
26
Carrying amount 7 11,377,081 17 9,864,013 27 1,513,068

Annex 14

Liabilities - Changes in the year in mathematical provision (item C.II.1) and provision for profit sharing and reversals (item C.II.4)

Type Year Previous year Change
Mathematical provision for pure premiums 1 25,454,924 25,554,230
11
21 (99,306)
Premiums carried forward 2 84,532 86,757
12
22 (2,226)
Mortality risk provision . 3 9,187 13,180
13
23 (3,993)
Supplementing provisions 4 195,881 195,097
14
24 783
Carrying amount 5 25,744,524 15 25,849,265 25 (104,741)
Provision for profit sharing and reversals 6 5,200 5,909
16
26 (709)

Annex 15

Liabilities - Changes in the year in provisions for risks and charges (item E) and post-employment benefits (item G.VII)

Provisions for pensions
and similar obligations
Provisions for taxes Other provisions Post-employment
benefits
Opening balance + 1 1,409 11 27,909 21 538,843 31 39,737
Provisions in the year + 2 314 12 40 22 15,906 32 37,168
Other increases + 3 13 23 315 33 212
Uses in the year – 4 170 14 14,480 24 84,169 34 50,395
Other decreases – 5 15 25 7,141 35 114
Carrying amount 6 1,553 16 13,469 26 463,753 36 26,608

4 Tables appended to the Notes to the Financial Statements

Annex 16

Details of assets and liabilities relating to Group companies and other investees

I: Assets

Holding
companies Subsidiaries Affiliates Associates Others Total
Shares and holdings 1 2,861 2 3,128,695 3 63,342 4 80,632 5 500,134 6 3,775,665
Bonds 7 8 9 10 11 70,384 12 70,384
Loans 13 14 836,813 15 16 6,015 17 18 842,828
Mutual investment units 19 20 21 22 23 24
Bank deposits 25 26 27 28 29 9,364 30 9,364
Sundry financial investments 31 32 33 34 35 36
Deposits with ceding companies 37 38 251,697 39 40 41 42 251,697
Investments relating to benefits linked
to investment funds and market indices 43 44 45 46 47 48
Investments arising from pension fund
management 49 50 51 52 53 54
Receivables relating to
direct insurance business 55 56 20,156 57 58 3 59 49,904 60 70,064
Receivables relating to
reinsurance business 61 62 4,375 63 64 65 66 4,375
Other receivables 67 18,594 68 59,500 69 2,694 70 3,694 71 23,479 72 107,961
Bank deposits and post office accounts 73 74 75 76 77 528,358 78 528,358
Sundry assets 79 9 80 81 82 83 10,927 84 10,936
Total 85 21,464 86 4,301,236 87 66,036 88 90,345 89 1,192,549 90 5,671,631
of which subordinated assets 91 92 93 94 95 96

II: Liabilities

Total 151 65,178 152 77,679 153 29 154 155 11,245 156 154,131
Sundry liabilities 145 12,322 146 30,413 147 5 148 149 3,763 150 46,503
Sundry payables 139 52,856 140 42,626 141 24 142 143 1,768 144 97,274
Other loans and other financial payables 133 134 135 136 137 138
Collateralised payables 127 128 129 130 131 132
Payables to banks and financial institutions 121 122 123 124 125 126
Payables arising from
reinsurance business
115 116 4,419 117 118 119 120 4,419
Payables arising from
direct insurance business
109 110 221 111 112 113 5,714 114 5,935
Deposits received from reinsurers 103 104 105 106 107 108
Subordinated liabilities 97 98 99 100 101 102
Holding
companies
Subsidiaries Affiliates Associates Others Total

Annex 17

Information on "guarantees, commitments and other memorandum accounts"

Year Previous year
I. Guarantees given:
a) sureties and endorsements given in the interest of
holding companies, subsidiaries and affiliates
1 6,137 31 47,951
b) sureties and endorsements given in the interest of associates and other investees 2 1,091,121 32
c) sureties and endorsements given in the interest of third parties 3 13,129 33 13,129
d) other personal guarantee given in the interest of holding companies, subsidiaries and affiliates 4 34
e) other personal guarantee given in the interest of associates and other investees 5 35 300
f) other personal guarantees given in the interest of third parties 6 281 36 281
g) collateral for bonds of holding companies, subsidiaries and affiliates 7 37
h) collateral for bonds of associates and other investees 8 38
i) collateral for bonds of third parties 9 357 39 357
l) guarantees given for company bonds 10 247,463 40 155,938
m) assets deposited for inwards reinsurance operations 11 2,008 41 1,772
Total 12 1,360,496 42 219,728
II. Guarantees received:
a) group companies, associates and other investees 13 2,800 43
b) third parties 14 115,200 44 115,764
Total 15 118,000 45 115,764
III. Guarantees given by third parties in the interest of the company:
a) group companies, associates and other investees 16 8,548 46 64,217
b) third parties 17 101,294 47 51,150
Total 18 109,842 48 115,367
IV. Commitments:
a) commitments for purchases with resale obligation 19 49
b) commitments for sales with repurchase obligation 20 50
c) other commitments 21 6,346,905 51 6,544,502
Total 22 6,346,905 52 6,544,502
V. Assets attributable to pension funds managed in the name and on behalf of third parties 23 647,206 53 579,113
VI. Securities deposited with third parties 24 46,359,620 54 45,392,173
Total 25 47,006,826 55 45,971,286

4 Tables appended to the Notes to the Financial Statements

Annex 18

Statement of commitments for transactions on derivative contracts

Purchase
Sale
Purchase
Sale
Derivative contracts
(1)
(2)
(1)
(2)
(1)
(2)
(1)
Futures
on shares
8,615
1
101
21
121
41
141
61
161
:
on bonds
2
102
22
122
42
142
62
162
on currencies
3
103
23
123
43
143
63
163
on rates
4
104
24
124
44
144
64
164
other
5
105
25
125
45
145
65
165
Options
on shares
781,405
41,313
607,399
57,056
194,220
6
106
26
126
46
146
66
166
:
on bonds
7
107
27
127
47
147
67
167
on currencies
8
108
28
128
48
148
68
168
on rates
100,000
(194)
100,000
1,284
9
109
29
129
49
149
69
169
other
10
110
30
130
50
150
70
170
Swaps:
on currencies
24,887
(2,047)
25,783
(3,038)
11
111
31
131
51
151
71
171
on rates
3,049,700
(84,263)
2,981,700
16,782
12
112
32
132
52
152
72
172
Year Previous year
(2)
(2,593)
other 13 113 33 133 53 153 73 173
Other transactions
11,507
(22)
896,621
15,798
56,252
(758)
1,396,749
14
114
34
134
54
154
74
174
54,600
Total
3,976,113 115
(45,213) 35
996,621 135
17,082 55
3,671,134 155
70,041 75
1,590,969 175
15
52,007

Only the transactions on derivative contracts in place at the time of preparation of the financial statements that imply commitments for the company must be entered.

If the contract does not exactly match the figures described or if the typical elements of more than one case merge, this contract must be included in the most similar contractual category. Netting is not allowed, unless this refers to purchase/sale transactions referred to the same contract type (same content, maturity, underlying assets, etc.)

The contracts that require the swap of two currencies must be posted once, conventionally referring to the currency to be purchased. The contracts that require the swap of both interest rates and currencies must be posted only under the contracts on currencies.

The derivative contracts that require the swap of interest rates are conventionally classified as "purchases" or "sales" depending on whether they imply the purchase or sale of the fixed rate for the insurance company.

(1) For the derivative contracts that imply or may imply forward equity swaps, their settlement price must be stated; in all the other cases, the nominal value of the reference capital must be specified

(2) Enter the fair value of the derivative contracts

Annex 19

UnipolSai Assicurazioni 2023 Annual Report

Summarised information on Non-Life business technical account

Gross premiums
written
Gross premiums
earned
Gross charges
relating to claims
Operating expenses Reinsurance
balance
Direct insurance business:
Accident and Health (classes 1 and 2) 1 735,728 2 775,054 3 429,266 4 273,997 5 (5,564)
Land Vehicle TPL (class 10) 6 2,801,128 7 2,817,191 8 1,938,988 9 634,522 10 (12,063)
Land Vehicle Hulls (class 3) 11 890,309 12 871,048 13 724,287 14 254,427 15 9,183
Sea, air and transport insurance
(classes 4, 5, 6, 7, 11 and 12)
16 39,563 17 38,753 18 21,709 19 16,729 20 (1,553)
Fire and Other damage to property (classes 8 and 9) 21 1,282,103 22 1,217,026 23 1,775,561 24 429,808 25 405,023
General TPL (class 13) 26 780,020 27 779,872 28 194,734 29 255,775 30 (16,361)
Credit and bonds (classes 14 and 15) 31 56,265 32 55,471 33 (2,003) 34 24,487 35 (19,858)
Misc pecuniary losses (class 16) 36 74,534 37 75,133 38 13,708 39 25,463 40 (4,841)
Legal expenses (class 17) 41 80,884 42 83,518 43 15,018 44 31,584 45 (3,384)
Assistance (class 18) 46 211,128 47 218,305 48 102,866 49 85,780 50
Total direct insurance business 51 6,951,661 52 6,931,370 53 5,214,135 54 2,032,574 55 350,582
Indirect insurance business 56 432,834 57 396,060 58 268,118 59 122,161 60 (9,748)
Total Italian portfolio 61 7,384,495 62 7,327,430 63 5,482,253 64 2,154,735 65 340,834
Foreign portfolio 66 55,172 67 39,774 68 41,046 69 8,277 70 (6,493)
Grand total 71 7,439,667 72 7,367,204 73 5,523,299 74 2,163,012 75 334,342

4 Tables appended to the Notes to the Financial Statements

Annex 20

Summarised information on Life business regarding premiums and the reinsurance balance

Direct business Indirect business Total
Gross premiums: 1 3,810,867 158
11
21 3,811,025
a) 1. for individual policies 2 1,490,629 12 22 1,490,629
2. for collective policies 3 2,320,238 158
13
23 2,320,396
b) 1. periodic premiums 4 657,357 158
14
24 657,515
2. single premiums 5 3,153,510 15 25 3,153,510
c) 1. for contracts with no profit sharing 6 1,869,600 19
16
26 1,869,619
2. for contracts with profit sharing 7 4,514 140
17
27 4,653
3. for contracts when the investment
risk is borne by policyholders and
for pension funds
8 1,936,753 18 28 1,936,753
Reinsurance balance 9 (5,824) 59
19
29 (5,765)

Annex 21

Gains on investments (item II.2 and III.3)

Non-Life business Life business Total
Gains arising from shares and holdings:
Dividends and other income from shares and holdings of group companies and investees 1 83,906 34,218
41
81 118,125
Dividends and other income from shares and holdings of other companies 2 61,443 37,425
42
82 98,868
Total 3 145,350 43 71,643 83 216,993
Gains arising from investments in land and buildings 4 39,426 44 154 84 39,580
Gains on other investments:
Gains on bonds of group companies and investees 5 840 1,976
45
85 2,816
Interests on loans to group companies and investees 6 17,689 46 86 17,689
Gains arising from mutual investment fund units 7 66,804 85,143
47
87 151,946
Gains on bonds and other fixed-yield securities 8 277,009 804,156
48
88 1,081,166
Interest on loans 9 183 336
49
89 520
Gains on mutual investment units 10 50 90
Interest on bank deposits 11 51 91
Gains on sundry financial investments 12 32,898 30,651
52
92 63,549
Interest on deposits with ceding companies 13 858 15
53
93 872
Total 14 396,281 54 922,277 94 1,318,558
Reversals of value adjustments on investments regarding:
Land and buildings 15 55 95
Shares and holdings in group companies and investees 16 955 510
56
96 1,466
Bonds issued by group companies and investees 17 140
57
97 140
Other shares and holdings 18 15,142 5,589
58
98 20,731
Other bonds 19 19,132 62,418
59
99 81,550
Other financial investments 20 17,814 14,842
60
100 32,657
Total 21 53,044 61 83,500 101 136,544
Gains on realisation of investments:
Capital gains on the disposal of land and buildings 22 62 102
Gains on shares and holdings in group companies and investees 23 63 103
Gains on bonds issued by group companies and investees 24 64 104
Gains on other shares and holdings 25 74,887 70,196
65
105 145,083
Gains on other bonds 26 23,051 6,990
66
106 30,041
Gains on other financial investments 27 259,719 16,225
67
107 275,945
Total 28 357,658 68 93,411 108 451,069
GRAND TOTAL 29 991,757 69 1,170,986 109 2,162,743

4 Tables appended to the Notes to the Financial Statements

Annex 22

Income and unrealised gains relating to investments benefiting policyholders that bear the risk and investments arising from pension fund management (item II.3)

I. Investments relating to benefits linked to investment funds and market indices Amounts
Income from:
Land and buildings 1
Investments in group companies and other investees 2
Mutual investment fund units 3 7,116
Other financial investments 4 4,408
- of which income from bonds 5 2,844
Other assets 6 471
Total 7 11,995
Gains on realisation of investments
Capital gains on the disposal of land and buildings 8
Gains on investments in group companies and investees 9
Gains on mutual investment funds 10 27,706
Gains on other financial investments 11 1,491
- of which bonds 12 1,491
Other income 13 133
Total 14 29,330
Unrealised gains 15 120,602
GRAND TOTAL 16 161,927
II. Investments arising from pension fund management Amounts
Income from:
Investments in group companies and other investees 21
Other financial investments 79,849
22
- of which income from bonds
23
63,897
Other assets 2,142
24
Total 81,991
25
Gains on realisation of investments
Gains on investments in group companies and investees 26
Gains on other financial investments 39,657
27
- of which bonds
28
25,547
Other income 29
Total 39,657
30
Unrealised gains 231,940
31
GRAND TOTAL 353,589
32

Annex 23

Asset and financial charges (items II.9 and III.5)

Non-Life business Life business Total
Investment management expenses and other expenses
Expenses regarding shares and holdings 1 5,042 3,622
31
61 8,664
Expenses regarding investments in land and buildings 2 37,591 687
32
62 38,278
Expenses regarding bonds 3 19,930 60,503
33
63 80,433
Expenses regarding mutual investment fund units 4 971 1,429
34
64 2,400
Expenses regarding mutual investment units 5 35 65
Expenses regarding sundry financial investments 6 50,478 36,788
36
66 87,266
Interest on deposits received from reinsurers 7 2,210 200
37
67 2,410
Total 8 116,223 38 103,229 68 219,452
Value adjustments to investments regarding:
Land and buildings 9 35,763 927
39
69 36,689
Shares and holdings in group companies and investees 10 37,075 10,581
40
70 47,656
Bonds issued by group companies and investees 11 41 71
Other shares and holdings 12 27,686 8,975
42
72 36,662
Other bonds 13 12,725 15,652
43
73 28,377
Other financial investments 14 48,649 29,573
44
74 78,221
Total 15 161,897 45 65,708 75 227,605
Losses on realisation of investments
Capital losses on the disposal of land
and buildings 16 46 76
Losses on shares and holdings 17 19,728 26,703
47
77 46,431
Losses on bonds 18 22,617 2,232
48
78 24,849
Losses on other financial investments 19 34,748 51,252
49
79 86,000
Total 20 77,093 50 80,187 80 157,280
GRAND TOTAL 21 355,212 51 249,125 81 604,337

4 Tables appended to the Notes to the Financial Statements

Annex 24

Charges and unrealised losses relating to investments benefitting policyholders that bear the risk and investments arising from pension fund management (item II.10)

I. Investments relating to benefits linked to investment funds and market indices Amounts
Operating expenses arising from:
Land and buildings 1
Investments in group companies and investees 2
Mutual investment fund units 3
Other financial investments 4 278
Other assets 5 21,694
Total 6 21,972
Losses on realisation of investments
Capital losses on the disposal of land and buildings 7
Losses on investments in group companies and investees 8 3
Losses on mutual investment funds 9 3,037
Losses on other financial investments 10 355
Other charges 11
Total 12 3,395
Unrealised losses 13 1,937
GRAND TOTAL 14 27,304
II. Investments arising from pension fund management Amounts
Operating expenses arising from:
Investments in group companies and investees 21
Other financial investments 22 3,336
Other assets 23 76,727
Total 24 80,063
Losses on realisation of investments
Losses on investments in group companies and investees 25
Losses on other financial investments 26 5,851
Other charges 27
Total 28 5,851
Unrealised losses 29 7,115
GRAND TOTAL 30 93,029

4 Tables appended to the Notes to the Financial Statements

Non-Life business - Summary of technical accounts by individual class - Italian portfolio

Class code 1 Class code 2
Accident Health
(name) (name)
Direct business gross of reinsurance
Written premiums + 1 608,258 1 127,471
Change in premium provision (+ or -) 2 (4,538) 2 (34,787)
Charges relating to claims 3 313,507 3 115,759
Change in sundry technical provisions (+ or -) 4 190 4 (450)
Balance of other technical items (+ or -) + 5 (4,132) 5 (3,823)
Operating expenses 6 241,389 6 32,608
Technical balance of direct business (+ or -) A 7 53,579 7 10,518
Outwards reinsurance (+ or -) B 8 (5,476) 8 (88)
Indirect business net result (+ or -) C 9 6,986 9 (3,230)
Change in equalisation provisions (+ or -) D 10 42 10
Investment income transferred from the non-technical account E 11 21,753 11 13,191
Technical result (+ or -) (A + B + C - D + E) 12 76,800 12 20,390
Class code 7 Class code 8
Goods in transit Fire
(name) (name)
Direct business gross of reinsurance
Written premiums + 1 18,693 1 642,664
Change in premium provision (+ or -) 2 376 2 49,167
Charges relating to claims 3 6,198 3 1,247,999
Change in sundry technical provisions (+ or -) 4 4
Balance of other technical items (+ or -) + 5 (353) 5 (8,589)
Operating expenses 6 7,820 6 212,011
Technical balance of direct business (+ or -) A 7 3,945 7 (875,102)
Outwards reinsurance (+ or -) B 8 (3,939) 8 412,291
Indirect business net result (+ or -) C 9 (11) 9 (1,576)
Change in equalisation provisions (+ or -) D 10 56 10 (48,924)
Investment income transferred from the non-technical account E 11 440 11 55,553
Technical result (+ or -) (A + B + C - D + E) 12 379 12 (359,909)
Class code 13 Class code 14
General TPL Credit
(name) (name)
Direct business gross of reinsurance
Written premiums + 1 780,020 1 200
Change in premium provision (+ or -) 2 148 2 (21)
Charges relating to claims 3 194,734 3 209
Change in sundry technical provisions (+ or -) 4 4
Balance of other technical items (+ or -) + 5 (8,259) 5
Operating expenses 6 255,775 6 36
Technical balance of direct business (+ or -) A 7 321,103 7 (23)
Outwards reinsurance (+ or -) B 8 (16,361) 8 (1)
Indirect business net result (+ or -) C 9 2,232 9
Change in equalisation provisions (+ or -) D 10 10 (24)
Investment income transferred from the non-technical account E 11 95,269 11 93
Technical result (+ or -) (A + B + C - D + E) 12 402,242 12 93

Annex 25

Land Vehicle Hulls
Railway rolling stock
Aircraft
(name)
(name)
(name)
890,309
1,002
1,904
6,065
1
1
1
1
19,261
242
(67)
73
2
2
2
2
724,287
(1,657)
1,420
2,642
3
3
3
3
4
4
4
4
(2,165)
(133)
(49)
5
5
5
5
254,427
175
825
2,045
6
6
6
6
(109,831)
2,242
(407)
1,255
7
7
7
7
9,183
(61)
(104)
(68)
8
8
8
8
(877)
(5)
9
9
9
9
2,517
10
10
10
10
27,627
97
76
232
11
11
11
11
(76,416) 12
2,278 12
(435) 12
1,414
12
Class code 9
Class code 10
Class code 11
Class code 12
Other damage to property
Land Vehicle TPL
Aircraft TPL
(name)
(name)
(name)
639,439
2,801,128
1,989
9,910
1
1
1
1
15,910
(16,064)
89
98
2
2
2
2
527,562
1,938,988
4,266
8,839
3
3
3
3
4
4
4
4
(5,109)
(65,907)
17
(38)
5
5
5
5
217,797
634,522
817
5,048
6
6
6
6
(126,939)
177,774
(3,166)
(4,112)
7
7
7
7
(7,268)
(12,063)
2,714
(97)
8
8
8
8
15
(1,683)
9
9
9
9
545
10
10
10
10
24,073
198,532
55
682
11
11
11
11
(110,664) 12
362,559 12
(397) 12
(3,528)
12
Class code 15
Class code 16
Class code 17
Class code 18
Bonds
Pecuniary losses
Legal expenses
(name)
(name)
(name)
56,065
74,534
80,884
211,128
1
1
1
1
816
(599)
(2,634)
(7,177)
2
2
2
2
(2,211)
13,708
15,018
102,866
3
3
3
3
4
4
4
4
(246)
(439)
(660)
(699)
5
5
5
5
24,451
25,463
31,584
85,780
6
6
6
6
32,764
35,523
36,255
28,959
7
7
7
7
(19,857)
(4,841)
(3,384)
8
8
8
8
(7,120)
38
124
(10)
9
9
9
9
10
10
10
10
6,413
1,440
2,048
3,753
11
11
11
11
12,201 12
32,160 12
35,044 12
12
Class code 3 Class code 4 Class code 5 Class code 6
Marine vessels
(name)
Marine TPL
(name)
Assistance
(name)
32,702

4 Tables appended to the Notes to the Financial Statements

Annex 26

Summary of the condensed technical account of all Non-Life classes - Italian portfolio

Direct insurance risks Indirect insurance risks Retained risks
Direct risks Ceded risks Accepted risks Retroceded risks Total
1 2 3 4 5 = 1 - 2 + 3 - 4
Written premiums + 1 6,951,661 11 278,896 21 432,834 31 936 41 7,104,664
Change in premium provision (+ or -) – 2 20,291 12 2,333 22 36,775 (502)
32
42 55,234
Charges relating to claims – 3 5,214,135 13 576,580 23 268,118 (8,137)
33
43 4,913,810
Change in sundry technical provisions (+ or -) – 4 (260) 14 24 367 34 44 107
Balance of other technical items (+ or -) + 5 (100,586) 15 30,209 25 (784) 35 182 45 (131,761)
Operating expenses – 6 2,032,574 16 80,773 26 122,161 36 9 46 2,073,953
Technical result (+ or -) 7 (415,665) 17 (350,582) 27 4,630 37 9,748 47 (70,200)
Change in equalisation provisions (+ or -) 48 (45,788)
Investment income transferred from the non-technical account + 9 441,398 29 9,930 49 451,328
Technical result (+ or -) 10 25,733 20 (350,582) 30 14,560 40 9,748 50 426,916

Annex 27

Life business - Summary of technical accounts by individual class - Italian portfolio

Class code
I
III
Whole and term life Class code II
Marriage-birth
Class code Invest. funds
(name) (name) (name)
Direct business gross of reinsurance
Written premiums + 1 1,708,703 1 1 149,106
Charges relating to claims 2 1,938,085 2 2 102,577
Change in mathematical provisions and sundry technical provisions (+ or -) 3 141,422 3 3 178,523
Balance of other technical items (+ or -) + 4 (39,487) 4 4 14,817
Operating expenses 5 131,958 5 5 13,973
Income from investments net of the share transferred to the non-technical account (*) + 6 695,382 6 6 135,679
Direct business result, gross of reinsurance (+ or -)
A
7 153,133 7 7 4,529
Outwards reinsurance result (+ or -)
B
8 (3,285) 8 8
Indirect business net result (+ or -)
C
9 50 9 9
Technical result (+ or -)
(A + B + C)
10 149,899 10 10 4,529
Class code IV Class code V Class code VI
Health Capitalisation Pension funds
(name) (name) (name)
Direct business gross of reinsurance
Written premiums + 1 14,146 1 151,265 1 1,787,647
Charges relating to claims 2 200 2 548,168 2 597,769
Change in mathematical provisions and sundry technical provisions (+ or -) 3 3,167 3 (301,711) 3 1,450,058
Balance of other technical items (+ or -) + 4 (606) 4 (6,174) 4 26,658
Operating expenses 5 4,861 5 5,927 5 2,950
Income from investments net of the share transferred to the non-technical account (*) + 6 223 6 130,718 6 260,922
Direct business result, gross of reinsurance (+ or -)
A
7 5,535 7 23,425 7 24,450
Outwards reinsurance result (+ or -)
B
8 (2,540) 8 8
Indirect business net result (+ or -)
C
9 9 9
Technical result (+ or -)
(A + B + C)
10 2,995 10 23,425 10 24,450

(*) Algebraic sum of the entries regarding class and Italian portfolio included in the items II.2, II.3, II.9, II.10 and II.12 of the Income Statement.

4 Tables appended to the Notes to the Financial Statements

Annex 28

Summary of the condensed technical account of all Life classes Italian portfolio

Direct insurance risks Indirect insurance risks Retained risks
Direct risks Ceded risks Accepted risks Retroceded risks Total
1 2 3 4 5 = 1 - 2 + 3 - 4
Written premiums + 1 3,810,867 11 8,183 20
21
9
31
41 3,802,696
Charges relating to claims 2 3,186,800 12 3,394 (120)
22
(93)
32
42 3,183,378
Change in mathematical provisions and other
technical provisions (+ or -)
3 1,471,458 13 58 (8)
23
33 43 1,471,391
Balance of other technical items (+ or -) + 4 (4,793) 14 1,591 (3)
24
34 44 (6,387)
Operating expenses 5 159,669 15 497 15
25
1
35
45 159,186
Investment income transferred to the
non-technical account (*)
+ 6 1,222,924 20
26
46 1,222,944
Technical result (+ or -) 7 211,072 17 5,824 27 151 37
101 47
205,297

(*) Algebraic sum of the entries regarding the Italian portfolio included in the items II.2, II.3, II.9, II.10 and II.12 of the Income Statement.

Annex 29

Summary of the Non-Life and Life technical accounts - foreign portfolio

Section I: Non-Life
Direct business gross of reinsurance Total Non-Life
Written premiums + 1
Change in premium provision (+ or -) 2
Charges relating to claims 3
Change in sundry technical provisions (+ or -) 4
Balance of other technical items (+ or -) + 5
Operating expenses 6
Technical balance of direct business (+ or -) A 7
Outwards reinsurance result (+ or -) B 8
Indirect business net result (+ or -) C 9 (3,060)
Change in equalisation provisions (+ or -) D 10 24
Investment income transferred from the non-technical account E 11 4,183
Technical result (+ or -) (A + B + C - D + E) 12 1,099
Section II: Life
Direct business gross of reinsurance Total Non-Life
Written premiums + 1
Charges relating to claims 2
Change in mathematical provisions and sundry technical provisions (+ or -) 3
Balance of other technical items (+ or -) + 4
Operating expenses 5
Investment income transferred to the non-technical account (1) + 6
Direct business result, gross of reinsurance (+ or -) A 7
Outwards reinsurance result (+ or -) B 8
Indirect business net result (+ or -) C 9
9
Technical result (+ or -)
(A + B + C)
9
10

(1) Algebraic sum of the entries regarding the foreign portfolio included in the items II.2, II.3, II.9, II.10 and II.12 of the Income Statement.

Annex 30

Relations with group companies and other investees

Holding
I: Income companies Subsidiaries Affiliates Associates Others Total
Income from investments
Income from land and buildings 1 289 2 11,469 3 4 5 3,559 6 15,317
Dividends and other income from shares and holdings 7 22 8 96,012 9 2,876 10 3,336 11 15,878 12 118,125
Gains on bonds 13 14 15 16 17 2,816 18 2,816
Interest on loans 19 20 17,687 21 22 2 23 24 17,689
Gains on other financial investments 25 26 15,395 27 28 29 30 15,395
Interest on deposits with ceding companies 31 32 846 33 34 35 36 846
Total 37 311 38 141,409 39 2,876 40 3,337 41 22,253 42 170,187
Income and unrealised gains on investments benefiting
policyholders that bear the risk and arising from pension
fund management
43 44 45 46 47 48
Other income
Interest on loans 49 50 2 51 52 53 29,658 54 29,660
Recovery of expenses and administrative charges 55 5,185 56 52,859 57 5,692 58 46 59 171 60 63,954
Other gains and amounts recovered 61 62 1,458 63 100 64 1 65 3,540 66 5,098
Total 67 5,185 68 54,319 69 5,792 70 47 71 33,369 72 98,712
Gains on realisation of investments (*) 73 74 75 76 77 78
Extraordinary income 79 80 2 81 82 83 84 2
GRAND TOTAL 85 5,496 86 195,731 87 8,669 88 3,384 89 55,622 90 268,902
Holding
II: Charges companies Subsidiaries Affiliates Associates Others Total
Investment management expenses and
interest expense:
Investment charges 91 484
92
93 46 94 27,946
95
96 28,477
Interest on subordinated liabilities 97 98 99 100 101 102
Interest on deposits received from reinsurers 103 296
104
105 106 107 108 296
Interest on payables arising from
direct insurance business 109 110 111 112 113 114
Interest on payables arising from
reinsurance business 115 116 117 118 119 120
Interest on payables to banks and financial institutions 121 122 123 124 125 126
Interest on collateralised payables 127 4
128
129 130 131 132 4
Interest on other payables 133 134 135 136 3
137
138 3
Impairment losses on receivables 139 140 141 142 143 144
Administrative charges and third-party expenses 145 114
146
147 148 149 150 114
Sundry charges 151 246 666
152
153 13 154 1,001
155
156 1,926
Total 157 246 158 1,565 159 59 160 28,951 162
161
30,821
Charges and unrealised losses on investments benefiting
policyholders that bear the risk and arising from pension
fund management 163 164 165 166 3
167
168 3
Losses on realisation of investments (*) 169 170 171 172 173 174
Extraordinary expenses 175 176 177 178 179 180
GRAND TOTAL 181 246 182 1,565 183 59 184 185
28,954 186
30,823

(*) With reference to the counterparty in the transaction

4 Tables appended to the Notes to the Financial Statements

Annex 31

Summary of direct business written premiums

Non-Life business Life business Total
Establishment F.o.S Establishment F.o.S Establishment F.o.S
Written premiums:
in Italy 1 6,921,076 5 11 3,809,588 15 21 10,730,665 25
in other Member States of the European 2 6 17,517 12 16 496 22 26 18,013
Union
in other countries
3 7 13,067 13 17 783 23 27 13,850
Total 4 6,921,076 8 30,585 14 3,809,588 18 1,279 24 10,730,665 28 31,863

Annex 32

Statement of charges regarding human resources, directors and statutory auditors

I: Personnel expenses Non-Life business Life business Total
Employment expenses:
Italian portfolio:
- Remuneration 1 374,007 51,183
31
61 425,190
- Social security contributions 2 99,140 13,566
32
62 112,707
- Allocation to the post-employment benefits
and similar obligations 3 24,955 3,378
33
63 28,333
- Sundry personnel expenses 4 62,361 8,268
34
64 70,629
Total 5 560,463 35 76,396 65 636,859
Foreign portfolio:
- Remuneration 6 36 66
- Social security contributions 7 37 67
- Sundry personnel expenses 8 38 68
Total 9 39 69
Comprehensive total 10 560,463 40 76,396 70 636,859
Self-employment expenses:
Italian portfolio 11 283,724 778
41
71 284,502
Foreign portfolio 12 42 72
Total 13 283,724 43 778 73 284,502
Total self-employment expenses 14 844,187 44 77,174 74 921,361
II: Breakdown of personnel expenses Non-Life business Life business Total
Investment management expenses 15 14,801 7,299
45
75 22,100
Charges relating to claims 16 432,644 3,622
46
76 436,265
Other acquisition costs 17 121,206 20,169
47
77 141,376
Other administrative expenses 18 232,401 41,788
48
78 274,189
Administrative charges and third-party expenses 19 43,135 4,296
49
79 47,430
Other charges 20 50 80
Total 21 844,187 51 77,174 81 921,361
III: Average headcount in the year Number
Executives 91 174
Office workers 92 6,594
Wage earning 93
Others 94 1
Total 95 6,769
IV: Directors and Statutory Auditors Number Fees due
Directors 96 15 98 3,760
Statutory Auditors 97 3 99 250

4 Tables appended to the Notes to the Financial Statements

The undersigned declare that these financial statements are truthful and comply with the records.

Legal representatives of the Company (*)

The Chairman

Carlo Cimbri (**)

(*) For foreign companies, a signature of the general representative for Italy is required.

(**) Specify the office of the party signing

  1. Additional tables

appended to the Notes to

the Financial Statements

5 Additional tables appended to the Notes to the Financial Statements

Reclassification statement of financial position at 31 December 2023 and at 31 December 2022

Amounts in €k
ASSETS 2023 2022
Subscribed capital, unpaid
Intangible assets
Acquisition costs being amortised 84,205 81,562
Start-up costs, goodwill and other long-term costs 666,161 656,218
Total intangible assets 750,366 737,779
Investments and cash and cash equivalents
I Land and buildings 1,140,849 1,139,447
II Investments in group companies and other investees
Shares and holdings 3,775,665 3,779,981
Bonds 70,384 32,327
Loans 842,828 345,136
III Other financial investments
Shares and holdings 1,294,103 1,788,410
Mutual investment fund units 4,973,956 5,107,662
Bonds 29,465,367 29,821,462
Loans 21,474 21,916
Mutual investment units
Sundry financial investments 32,804 58,955
IV Deposits with ceding companies 378,167 195,166
V Cash and cash equivalents 537,363 461,343
Total investments and cash and cash equivalents 42,532,959 42,751,804
Investments benefiting life business policyholders that bear
the risk arising from pension fund management
Linked to investment funds and market indices 1,274,330 1,139,935
Arising from pension fund management 6,087,096 4,644,464
Total 7,361,426 5,784,398
Receivables
I Arising from direct insurance and reassurance business
Policyholders for premiums 645,072 576,182
Intermediaries 959,791 999,070
Insurance and reinsurance companies 230,503 62,112
Policyholders and third parties for amounts to be collected 165,453 132,659
II Other receivables 3,370,506 2,506,598
Total receivables 5,371,324 4,276,621
Other assets
Tangible assets and inventories 75,683 70,753
Other assets 1,262,527 1,290,584
Total other assets 1,338,210 1,361,337
TOTAL ASSETS 57,354,286 54,911,939

Statement A

LIABILITIES AND SHAREHOLDERS' EQUITY
Shareholders' equity
Share capital
2,031,456
2,031,456
Equity reserves and unallocated profit
3,685,281
3,993,289
Retained profit (loss)
Profit (loss) for the year
624,484
144,731
Negative reserve for treasury shares
(2,229)
(2,488)
Total shareholders' equity
6,338,992
6,166,988
Subordinated liabilities
1,750,000
1,830,000
Technical provisions, net of the quotas ceded and retroceded
Non-Life premium provision
3,104,594
3,013,897
Non-Life claims provision
10,530,098
9,451,425
Other Non-Life business provisions
54,158
99,815
Life business mathematical provisions
25,732,197
25,836,996
Life business provision for amounts payable
257,324
248,088
Other Life business provisions
104,443
104,588
Total technical provisions
39,782,815
38,754,809
Net technical provisions when investment risk is borne by
policyholders and provisions arising from pension fund management
Contracts linked to investment funds and market indices
1,274,330
1,139,935
Arising from pension fund management
6,087,096
4,644,464
Total
7,361,426
5,784,398
Provisions for risks and charges
Post-employment benefits and similar obligations
1,553
1,409
Provisions for taxes
13,469
27,909
Other provisions
463,753
538,843
Total provisions for risks and charges
478,776
568,160
Payables and other liabilities
Arising from direct insurance and reinsurance business
Intermediaries
38,463
26,304
Insurance and reinsurance company current accounts
81,664
77,318
Insurance and reinsurance company deposit accounts
129,365
125,337
Sundry payables
30,768
28,190
II
Sundry loans and other financial payables
2,290
5,632
III
Post-employment benefits
26,608
39,737
IV
Other payables
Policyholders' tax due
149,590
152,820
Sundry tax payables
32,181
29,589
Sundry payables
212,914
431,269
V
Other liabilities
938,434
891,387
Total payables and other liabilities
1,642,277
1,807,583
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY
57,354,286
54,911,939
2023 2022

5 Additional tables appended to the Notes to the Financial Statements

Statement B

Reclassified income statement

Amounts in €k

2023 2022
TECHNICAL ACCOUNT Life Non-Life Total Life Non-Life Total
Direct business gross of reinsurance
(+) Written premiums 3,810,867 6,951,661 10,762,528 3,392,497 6,883,054 10,275,551
(-) Change in technical provisions and premium provision 1,472,499 (22,665) 1,449,834 722,833 88,974 811,807
(-) Charges relating to claims 3,186,800 5,214,135 8,400,935 2,599,491 4,195,778 6,795,268
(+) Balance of other technical items (3,752) (97,494) (101,246) (7,805) (84,462) (92,266)
(-) Operating expenses 159,669 2,032,574 2,192,243 157,893 2,080,218 2,238,111
(+) Net income from investments (1) 1,222,950 455,511 1,678,461 (27,481) 120,602 93,122
Direct business gross result 211,098 85,633 296,731 (123,005) 554,226 431,221
Outwards reinsurance result (5,824) 350,582 344,758 (3,604) (124,924) (128,528)
Indirect business net result 33 (8,201) (8,168) (211) 4,576 4,365
Technical account result 205,307 428,015 633,321 (126,820) 433,878 307,058
NON-TECHNICAL ACCOUNT
(+) Income from investments (2) 94,094 181,035 275,129 49,879 49,879
(+) Other income 49,776 190,253 240,029 16,804 152,026 168,830
(-) Other charges 74,562 274,626 349,188 65,129 250,568 315,697
Profit (loss) from ordinary operations 274,614 524,676 799,291 (175,146) 385,216 210,070
(+) Extraordinary income 3,059 64,194 67,253 135,552 21,585 157,136
(-) Extraordinary expenses 21,334 40,092 61,426 39,668 181,535 221,203
Pre-tax profit (loss) 256,339 548,779 805,117 (79,262) 225,265 146,003
(-) Taxes 63,537 117,096 180,633 (19,244) 20,516 1,272
NET PROFIT (LOSS) 192,801 431,683 624,484 (60,018) 204,749 144,731

(1) Included for the Life business is the income net of the share transferred to the non-technical account.

Included for the Non-Life business is the income transferred from the non-technical account.

(2) Included for the Life business is the income transferred from the technical account.

Included for the Non-Life business is the income net of the share transferred to the technical account.

Statement C

Statement of changes in shareholders' equity occurred during the years ended 31 December 2023 and 31 December 2022

Equity reserves and unallocated profit
Share Share
premium
Revaluation Legal Statutory Reserve for
holding
company
Other Profit for the Negative
reserve for
Amounts in €k Capital reserve reserve reserve reserve shares reserve year treasury shares Total
Balances at 31 december 2021 2,031,456 407,256 96,559 406,291 309 2,972,189 648,138 (288) 6,561,910
Allocation profit 2021
- Legal reserve
- Extraordinary reserve 110,679 (110,679)
- Shareholders' dividend (537,459) (537,459)
Expired dividends 5 5
Operations involving treasury
shares
(2,199) (2,199)
Operations involving shares of
the Holding company
2,252 (2,252)
Profit for 2022 144,731 144,731
Balances at 31 december 2022 2,031,456 407,256 96,559 406,291 2,561 3,080,621 144,732 (2,487) 6,166,988
Allocation profit 2022
- Legal reserve
- Extraordinary reserve (308,008) (308,008)
- Shareholders' dividend
Expired dividends (144,731) (144,731)
Operations involving treasury
shares
259 259
Operations involving shares of
the Holding company
300 (300)
Profit for 2023 624,484 624,484
Balances at 31 december 2023 2,031,456 407,256 96,559 406,291 2,861 2,772,313 624,485 (2,229) 6,338,992

5 Additional tables appended to the Notes to the Financial Statements

Statement D

Analysis of the shareholders' equity pursuant to Art. 2427, number 7 bis of the Civil Code

Amounts in €k

Nature/Description Amount Possibility of use Available
portion
Capital 2,031,456
Capital reserves: 1,603,508 1,600,646
Share premium reserve 407,256 A,B,C 407,256 (2)
Revaluation reserves Italian Legislative Decree 185/2008 96,559 A,B,C 96,559 (3)
Merger by incorporation surplus reserve - La Fondiaria (cancellation) 31,148 A,B,C 31,148
Merger surplus reserve from merger of La Fondiaria (cancellation) subject to suspended taxation 38,697 A,B,C 38,697 (3)
Merger surplus reserve - Fonsai (swap transaction/cancellation) 1,079,014 A,B,C 1,079,014
2015 Merger surplus reserve 5 A,B,C 5
Share premium reserve for disposal of option rights that were not exercised 5 A,B,C 5
Dividend equalisation reserve 826 A,B,C 826
Reserve for holding company shares 2,861 - -
Reserve for holding company shares to be purchased - A,B,C -
Extraordinary reserve 15,640 A,B,C 15,640
Reserve for difference on sale of treasury shares (negative capital reserve) (66,275) (66,275) (4)
Negative reserve for treasury shares (negative capital reserve) (2,229) (2,229) (4)
Income-related reserves: 2,079,544 1,673,253
Legal reserve 406,291 B
Extraordinary reserve 684,940 A,B,C 684,940
Merger surplus - Fonsai (from swap transaction/cancellation) 619,860 A,B,C 619,860
2015 Merger surplus reserve 44,256 A,B,C 44,256
2015 merger reserve subject to suspended taxation 94 A,B,C 94 (3)
Tax realignment reserve ex Decree Law 104/2020 323,931 A,B,C 323,931 (3)
Reserve for holding company shares - -
Reserve for holding company shares to be purchased - -
Merger by incorporation surplus reserve - La Fondiaria (cancellation) 174 A,B,C 174
Total 5,714,508 3,273,899
Non-distributable portion (5) 84,205
Residual distributable portion 3,189,694

(1) Key:

A: for share capital increase

B: to cover losses

C: for distribution to shareholders

(2): Distributable only if the legal reserve meets the limit imposed by art. 2430 of the Civil Code

(3) Taxable in the event of distribution

(4) This is a negative reserve for unavailable trasury shares recognised as a reduction of shareholders' equity, pursuant to Regulation 22/2008

(5) Includes the portion intended to cover multiannual costs not amortised

Statement E

Statement of cash flows at 31 December 2023

Amounts in €k
31/12/2023 31/12/2022
SOURCES OF FINANCING
CASH FLOWS GENERATED BY OPERATIONS
Profit (loss) for the year 624,484 144,731
Increase (decrease) in reserves 2,605,033 805,339
premium reserves and other Non-Life technical provisions 45,041 95,374
Non-Life claims provisions 1,078,673 (17,722)
Life technical provisions 1,481,319 727,687
Increase (decrease) in funds 68,680 345,089
Accumulated amortisation/depreciation 171,194 197,994
Provisions for risks and charges (102,514) 147,095
Investments 1,086,910 1,863,896
Value adjustments of bonds and other fixed income securities 37,280 345,115
Value adjustments of equity investments and holdings 153,636 363,337
Decrease in investments in bonds and other fixed income securities 363,334 926,873
Decrease in investments in shares and holdings 532,660
Decrease in investments in property
Decrease in class D investments
Decrease in loans 228,571
(Increase) decrease in the change in receivables and other assets net of payables and
other liabilities
(1,219,509) (844,174)
Increase (decrease) in subordinated liabilities (80,000) (80,000)
Increase (decrease) in deposits received from reinsurers 4,028 3,176
Decrease in bank deposits 9,733 99,000
Decrease in other commitments
OTHER SOURCES OF FINANCING
Expired dividens 5
TOTAL SOURCES 3,099,359 2,337,062
USES OF CASH
Investments: 2,247,338 1,514,914
Increase in investments in bonds and other fixed income securities
Increase in investments in shares and holdings
Increase in investments in property 36,517 1,036,336
Write-backs of bonds and other fixed income securities 82,576 34,629
Write-backs of equity investments and holdings 53,968 5,129
Increase in class D investments 1,577,028 55,912
Increase in loans 497,250 382,907
Increase in bank deposits
Other cash commitments 323,262 219,702
Dividends distributed 452,739 537,459
TOTAL USES 3,023,339 2,272,074
Increase (decrease) in cash and cash equivalents 76,020 64,988
TOTAL 3,099,359 2,337,062
Bank accounts/cash available at the start of the year 461,343 396,354
Bank accounts/cash available at the end of the year 537,363 461,343

5 Additional tables appended to the Notes to the Financial Statements

Statement F

Statement summarising write-backs

Amounts in €k
Property for corporate business Property for use by third parties Other property Total
Law 74/1952 2,191 1,119 3,310
Law 823/73 582 66 648
Law 576/75 280 334 614
Law 295/178 and subs. Amend. 1,132 369 1,501
Law 72/83 1,483 612 2,095
Law 413/91 3,257 2,551 5,808
DECREE LAW 185/08 45,102 9,887 54,988
Total 54,027 14,938 68,965 (*)

(*) net of accumulated depreciation.

Statement of changes in property, plant and equipment and intangible assets

Amounts in €k

TANGIBLE ASSETS 2022 Increases Decreases 2023
Office furniture and machines 48,783 14,679 13,604 49,858
Motor vehicles
Plant and equipment 17,591 10,236 6,381 21,446
Inventories and sundry goods 4,380 4,380
Total tangible assets 70,753 24,915 19,985 75,683
INTANGIBLE ASSETS
Acquisition commissions 81,562 28,257 25,613 84,205
Other acquisition costs
Start-up and expansion costs
Goodwill 288,853 39,705 249,148
Other multiannual costs 367,364 127,717 78,069 417,012
Total intangible assets 737,779 155,974 143,386 750,366

5 Additional tables appended to the Notes to the Financial Statements

Subordinated Bonds

Assets that have subordination clauses are listed according to the level of subordination at international level with reference to the sector in which the issuer operates.

Amounts in €k
Carrying amount Early Level of
Issuer Currency 31/12/23 Interest rate Maturity repayment subordination
ABANCA CORPORACION BANCARIA SA EUR 1,178 FIX TO CMS 07/04/2030 YES TIER 2
ABERTIS INFRAESTRUCTURAS FINANCE BV EUR 30,047 FIX TO CMS PERPETUAL YES OTHER CLAUSES
ABN AMRO BANK NV EUR 10,188 FIXED 16/01/2028 NO SR NO PREFERRED
ABN AMRO BANK NV EUR 100 FIX TO CMS 21/09/2033 YES TIER 2
ABN AMRO BANK NV EUR 901 FIX TO CMS PERPETUAL YES TIER 1
ACHMEA B.V. EUR 9,319 FIX TO CMS 24/09/2039 YES TIER 2
ACHMEA B.V. EUR 44,371 FIX TO FLOATER PERPETUAL YES TIER 2
AEGON BANK NV EUR 1,909 FIXED 21/06/2024 NO SR NO PREFERRED
AEGON NV EUR 4,604 FIX TO CMS PERPETUAL YES TIER 1
AEGON NV EUR 8,948 FIX TO FLOATER 25/04/2044 YES TIER 2
AGEAS - EX FORTIS EUR 15,402 FIX TO FLOATER 02/07/2049 YES TIER 2
AGEAS INSURANCE SA/NV EUR 68,473 FIX TO CMS 30/06/2047 YES TIER 2
AIB GROUP PLC EUR 11,145 FIX TO CMS 19/11/2029 YES TIER 2
AIB GROUP PLC EUR 19,856 FIX TO CMS 30/05/2031 YES TIER 2
ALLIANZ SE EUR 34,518 FIX TO CMS PERPETUAL YES TIER 2
ALLIANZ SE EUR 26,202 FIX TO FLOATER 06/07/2047 YES TIER 2
ALLIANZ SE EUR 2,391 FIX TO FLOATER 25/09/2049 YES TIER 2
ARGENTUM (ZURICH INS) EUR 9,985 FIX TO FLOATER 01/10/2046 YES TIER 2
ARGENTUM NETHERLANDS BV SWISS LIFE EUR 16,521 FIX TO FLOATER PERPETUAL YES TIER 2
AROUNDTOWN SA EUR 19,825 FIX TO CMS PERPETUAL YES OTHER CLAUSES
ASR NEDERLAND NV EUR 1,383 FIX TO CMS 02/05/2049 YES TIER 2
ASR NEDERLAND NV EUR 6,111 FIX TO CMS 29/09/2045 YES TIER 2
ASR NEDERLAND NV EUR 3,985 FIX TO CMS PERPETUAL YES TIER 1
ASR NEDERLAND NV EUR 25,496 FIX TO CMS PERPETUAL YES TIER 2
AT&T INC EUR 2,923 FIX TO CMS PERPETUAL YES OTHER CLAUSES
ATF NETHERLANDS BV EUR 212 CMS/CMT PERPETUAL YES OTHER CLAUSES
AVIVA PLC EUR 33,156 FIX TO CMS 03/07/2044 YES TIER 2
AVIVA PLC EUR 11,323 FIX TO FLOATER 04/12/2045 YES TIER 2
AXA SA EUR 72,890 FIX TO CMS PERPETUAL YES TIER 2
AXA SA EUR 26,155 FIX TO FLOATER 06/07/2047 YES TIER 2
AXA SA EUR 48,418 FIX TO FLOATER 28/05/2049 YES TIER 2
BANCO BILBAO VIZCAYA ARGENTARIA SA EUR 39,999 FIXED 10/02/2027 NO TIER 2
BANCO BILBAO VIZCAYA ARGENTARIA SA EUR 1,975 FIXED 14/01/2027 NO SR NO PREFERRED
BANCO BILBAO VIZCAYA ARGENTARIA SA EUR 4,922 FIX TO CMS 15/09/2033 YES TIER 2
BANCO BILBAO VIZCAYA ARGENTARIA SA EUR 599 FIX TO CMS PERPETUAL YES TIER 1
BANCO BILBAO VIZCAYA ARGENTARIA SA EUR 21,533 FIX TO FLOATER 13/01/2031 YES SR NO PREFERRED
BANCO BILBAO VIZCAYA ARGENTARIA SA EUR 8,380 FIX TO FLOATER 14/01/2029 YES SR NO PREFERRED
BANCO BPM SPA EUR 1,006 FIXED 18/02/2025 NO SR NO PREFERRED
BANCO BPM SPA EUR 29,809 FIX TO CMS 01/10/2029 YES TIER 2
BANCO BPM SPA EUR 18,998 FIX TO CMS 19/01/2032 YES TIER 2
BANCO BPM SPA EUR 9,000 FIX TO CMS PERPETUAL YES TIER 1
BANCO BPM SPA EUR 994 FIX TO FLOATER 14/06/2028 YES SR NO PREFERRED
BANCO BPM SPA EUR 22,433 FIX TO FLOATER 21/01/2028 YES SR NO PREFERRED
BANCO COMERCIAL PORTUGUES SA EUR 7,614 FIX TO CMS 05/03/2033 YES TIER 2
BANCO COMERCIAL PORTUGUES SA EUR 4,390 FIX TO CMS 17/05/2032 YES TIER 2
BANCO COMERCIAL PORTUGUES SA EUR 26,206 FIX TO CMS 27/03/2030 YES TIER 2
BANCO DE CREDITO SOCIAL COOP EUR 8,898 FIX TO CMS 27/11/2031 YES TIER 2
BANCO DE SABADELL SA EUR 4,616 FIXED 06/05/2026 NO TIER 2
BANCO DE SABADELL SA EUR 698 FIXED 10/05/2024 NO SR NO PREFERRED
BANCO DE SABADELL SA EUR 1,007 FIXED 27/03/2025 NO SR NO PREFERRED

Amounts in €k

Carrying amount Early Level of
Issuer Currency 31/12/23 Interest rate Maturity repayment subordination
BANCO DE SABADELL SA EUR 22,110 FIX TO CMS 07/02/2029 YES SR NO PREFERRED
BANCO DE SABADELL SA EUR 31,991 FIX TO CMS 08/09/2026 YES SR NO PREFERRED
BANCO DE SABADELL SA EUR 9,223 FIX TO CMS 16/06/2028 YES SR NO PREFERRED
BANCO DE SABADELL SA EUR 22,209 FIX TO CMS 17/01/2030 YES TIER 2
BANCO SANTANDER SA EUR 27,460 FIXED 04/04/2026 NO TIER 2
BANCO SANTANDER SA EUR 1,314 FIXED 04/11/2031 NO SR NO PREFERRED
BANCO SANTANDER SA EUR 4,895 FIXED 05/01/2026 NO SR NO PREFERRED
BANCO SANTANDER SA EUR 18,466 FIXED 08/02/2028 NO TIER 2
BANCO SANTANDER SA EUR 5,040 FIXED 17/01/2025 NO SR NO PREFERRED
BANCO SANTANDER SA EUR 41,742 FIXED 18/03/2025 NO TIER 2
BANCO SANTANDER SA EUR 7,414 FIXED 23/06/2027 NO SR NO PREFERRED
BANCO SANTANDER SA EUR 9,992 FIX TO CMS 23/08/2033 YES TIER 2
BANCO SANTANDER SA EUR 6,630 FIX TO CMS PERPETUAL YES TIER 1
BANK OF IRELAND GROUP PLC EUR 8,334 FIX TO CMS 11/08/2031 YES TIER 2
BANK OF IRELAND GROUP PLC EUR 585 FIX TO CMS 14/10/2029 YES TIER 2
BANK OF IRELAND GROUP PLC EUR 500 FIX TO CMS PERPETUAL YES TIER 1
BANKINTER SA EUR 4,962 FIX TO CMS 13/09/2031 YES SR NO PREFERRED
BANQUE FEDERATIVE DU CREDIT MUTUEL EUR 1,779 CMS/CMT PERPETUAL YES TIER 1
BANQUE FEDERATIVE DU CREDIT MUTUEL EUR 17,930 FIXED 06/11/2029 NO SR NO PREFERRED
BANQUE FEDERATIVE DU CREDIT MUTUEL EUR 14,975 FIXED 11/09/2025 NO TIER 2
BANQUE FEDERATIVE DU CREDIT MUTUEL EUR 3,634 FIXED 15/03/2029 NO SR NO PREFERRED
BANQUE FEDERATIVE DU CREDIT MUTUEL EUR 9,017 FIXED 19/01/2032 NO SR NO PREFERRED
BANQUE FEDERATIVE DU CREDIT MUTUEL EUR 4,463 FIXED 21/02/2031 NO SR NO PREFERRED
BANQUE FEDERATIVE DU CREDIT MUTUEL EUR 25,112 FIXED 26/01/2028 NO SR NO PREFERRED
BAWAG GROUP AG EUR 2,238 FIX TO CMS 23/09/2030 YES TIER 2
BAWAG GROUP AG EUR 5,978 FIX TO CMS 24/02/2034 YES TIER 2
BAYER AG EUR 494 FIX TO CMS 01/07/2074 YES OTHER CLAUSES
BAYER AG EUR 11,511 FIX TO CMS 12/11/2079 YES OTHER CLAUSES
BELFIUS BANK SA EUR 40,038 FIXED 11/05/2026 NO TIER 2
BELFIUS BANK SA EUR 6,470 FIX TO CMS 19/04/2033 YES TIER 2
BELFIUS BANK SA EUR 2,510 FIX TO CMS PERPETUAL YES TIER 1
BHP BILLITON FIN EUR 200 FIX TO CMS 22/10/2079 YES OTHER CLAUSES
BNP PARIBAS CARDIF SA EUR 91,966 FIX TO FLOATER PERPETUAL YES TIER 2
BNP PARIBAS SA EUR 4,009 FIXED 01/10/2026 NO TIER 2
BNP PARIBAS SA EUR 9,187 FIXED 04/09/2026 NO SR NO PREFERRED
BNP PARIBAS SA EUR 11,003 FIXED 07/04/2032 NO SR NO PREFERRED
BNP PARIBAS SA EUR 14,840 FIXED 11/01/2027 NO TIER 2
BNP PARIBAS SA EUR 1,986 FIXED 17/02/2025 NO TIER 2
BNP PARIBAS SA EUR 35,000 FIXED 17/11/2041 YES SR NO PREFERRED
BNP PARIBAS SA EUR 5,993 FIXED 27/01/2026 NO TIER 2
BNP PARIBAS SA EUR 4,535 FIX TO CMS 31/03/2032 YES TIER 2
BNP PARIBAS SA EUR 17,382 FIX TO FLOATER 01/09/2028 YES SR NO PREFERRED
BNP PARIBAS SA EUR 6,923 FIX TO FLOATER 11/07/2030 YES SR NO PREFERRED
BNP PARIBAS SA EUR 10,310 FIX TO FLOATER 13/01/2029 YES SR NO PREFERRED
BNP PARIBAS SA EUR 392 FIX TO FLOATER 15/07/2025 YES SR NO PREFERRED
BPCE SA EUR 15,723 FIXED 13/07/2028 NO SR NO PREFERRED
BPCE SA EUR 14,211 FIXED 14/01/2032 NO SR NO PREFERRED
BPCE SA EUR 15,049 FIXED 26/09/2024 NO SR NO PREFERRED
BPCE SA EUR 10,197 FIX TO CMS 25/01/2035 YES TIER 2
BPCE SA EUR 7,917 FIX TO FLOATER 02/03/2029 YES SR NO PREFERRED
BPCE SA EUR 14,928 FIX TO FLOATER 02/03/2030 YES SR NO PREFERRED
BPCE SA EUR 5,020 FIX TO FLOATER 15/09/2027 YES SR NO PREFERRED
BPER BANCA EUR 9,000 FIX TO CMS 20/01/2033 YES TIER 2
BPER BANCA EUR 21,973 FIX TO FLOATER 01/02/2028 YES SR NO PREFERRED
BPER BANCA EUR 22,933 FIX TO FLOATER 11/09/2029 YES SR NO PREFERRED
BRITISH TELECOMMUNICATIONS PLC EUR 19,052 FIX TO CMS 18/08/2080 YES OTHER CLAUSES

5 Additional tables appended to the Notes to the Financial Statements

Amounts in €k

Carrying amount Early Level of
Issuer Currency 31/12/23 Interest rate Maturity repayment subordination
CAIXABANK SA EUR 978 FIXED 12/11/2026 NO SR NO PREFERRED
CAIXABANK SA EUR 17,165 FIX TO CMS 15/02/2029 YES TIER 2
CAIXABANK SA EUR 14,418 FIX TO CMS 17/04/2030 YES TIER 2
CAIXABANK SA EUR 14,981 FIX TO CMS 23/02/2033 YES TIER 2
CAIXABANK SA EUR 552 FIX TO CMS PERPETUAL YES TIER 1
CAIXABANK SA EUR 9,705 FIX TO FLOATER 13/04/2026 YES SR NO PREFERRED
CAIXABANK SA EUR 100 FIX TO FLOATER 19/07/2029 YES SR NO PREFERRED
CAIXABANK SA EUR 4,986 FIX TO FLOATER 19/07/2034 YES SR NO PREFERRED
CASINO GUICHARD PERRACHON EUR 137 FIXED PERPETUAL YES OTHER CLAUSES
CATTOLICA ASSICURAZIONI EUR 39,002 FIX TO FLOATER 14/12/2047 YES TIER 2
CENTRICA PLC EUR 5,604 FIX TO CMS 10/04/2075 YES OTHER CLAUSES
CNP ASSURANCES EUR 1,314 CMS SPREAD PERPETUAL YES TIER 1
CNP ASSURANCES EUR 12,429 FIXED 05/02/2029 NO TIER 2
CNP ASSURANCES EUR 2,688 FIX TO CMS 05/06/2045 YES TIER 2
CNP ASSURANCES EUR 483 FIX TO CMS PERPETUAL YES TIER 1
CNP ASSURANCES EUR 31,799 FIX TO CMS PERPETUAL YES TIER 2
CNP ASSURANCES EUR 29,046 FIX TO FLOATER 10/06/2047 YES TIER 2
CNP ASSURANCES EUR 10,174 FIX TO FLOATER 27/07/2050 YES TIER 2
COMMERZBANK AG EUR 68,366 FIXED 20/01/2034 NO SR NO PREFERRED
COMMERZBANK AG EUR 17,183 FIXED 22/01/2027 NO SR NO PREFERRED
COMMERZBANK AG EUR 46,653 FIXED 23/03/2026 NO TIER 2
COMMERZBANK AG EUR 13,157 FIXED 30/03/2027 NO TIER 2
COMMERZBANK AG EUR 2,989 FIX TO CMS 05/10/2033 YES TIER 2
COMMERZBANK AG EUR 27,396 FIX TO CMS 05/12/2030 YES TIER 2
COMMERZBANK AG EUR 10,479 FIX TO FLOATER 18/01/2030 YES SR NO PREFERRED
COMMERZBANK AG EUR 9,751 FIX TO FLOATER 21/03/2028 YES SR NO PREFERRED
COMMERZBANK AG EUR 100 FIX TO FLOATER 25/03/2029 YES SR NO PREFERRED
COMMERZBANK AG EUR 4,414 ZERO COUPON 20/11/2026 NO SR NO PREFERRED
COOPERATIEVE RABOBANK UA EUR 15,400 FIXED 10/01/2030 NO SR NO PREFERRED
COOPERATIEVE RABOBANK UA EUR 528 FIX TO CMS PERPETUAL YES TIER 1
COOPERATIEVE RABOBANK UA EUR 10,198 FIX TO FLOATER 05/05/2028 YES SR NO PREFERRED
COOPERATIEVE RABOBANK UA EUR 8,800 FIX TO FLOATER 25/04/2029 YES SR NO PREFERRED
CPI PROPERTY GROUP SA
CREDIT AGRICOLE ASSURANCES
EUR
EUR
4,733
25,127
FIX TO CMS
FIX TO CMS
PERPETUAL
27/09/2048
YES
YES
OTHER CLAUSES
TIER 2
CREDIT AGRICOLE ASSURANCES EUR 9,289 FIX TO CMS 29/01/2048 YES TIER 2
CREDIT AGRICOLE ASSURANCES EUR 94,883 FIX TO CMS PERPETUAL YES TIER 2
CREDIT AGRICOLE S.A. EUR 24,936 FIXED 17/03/2027 NO TIER 2
CREDIT AGRICOLE S.A. EUR 4,387 FIXED 20/04/2028 NO SR NO PREFERRED
CREDIT AGRICOLE S.A. EUR 4,967 FIXED 22/04/2034 NO SR NO PREFERRED
CREDIT AGRICOLE S.A. EUR 13,300 FIX TO FLOATER 21/09/2029 YES SR NO PREFERRED
CREDIT AGRICOLE S.A. EUR 5,072 FIX TO FLOATER 22/04/2026 YES SR NO PREFERRED
CREDIT AGRICOLE S.A. EUR 4,802 FIX TO FLOATER 22/04/2027 YES SR NO PREFERRED
CREDIT AGRICOLE SA/LONDON EUR 2,938 FIXED 05/03/2029 NO SR NO PREFERRED
CREDIT AGRICOLE SA/LONDON EUR 34,066 FIXED 20/12/2026 NO SR NO PREFERRED
CREDIT LOGEMENT SA EUR 8,589 FIX TO CMS 15/02/2034 YES TIER 2
CREDIT MUTUEL ARKEA EUR 19,840 FIXED 09/02/2029 NO TIER 2
CREDIT MUTUEL ARKEA EUR 12,916 FIXED 11/03/2031 NO TIER 2
CREDIT MUTUEL ARKEA EUR 19,524 FIX TO FLOATER 11/06/2029 YES SR NO PREFERRED
CREDIT SUISSE GROUP AG EUR FIX TO CMS PERPETUAL YES TIER 1
CREDITO EMILIANO HOLDING SPA EUR 15,000 FIX TO CMS 05/10/2032 YES TIER 2
CREDITO EMILIANO HOLDING SPA EUR 12,581 FIX TO CMS 16/12/2030 YES TIER 2
CREDITO EMILIANO SPA EUR 978 FIX TO FLOATER 25/10/2025 YES SR NO PREFERRED
DANSKE BANK EUR 8,317 FIX TO CMS 09/06/2029 YES SR NO PREFERRED
DANSKE BANK EUR 9,878 FIX TO CMS 21/06/2029 YES TIER 2
DANSKE BANK EUR 5,234 FIX TO CMS 21/06/2030 YES SR NO PREFERRED

Amounts in €k

Carrying amount Early Level of
Issuer Currency 31/12/23 Interest rate Maturity repayment subordination
DANSKE BANK EUR 14,872 FIX TO CMS 27/08/2025 YES SR NO PREFERRED
DEUTSCHE BANK AG EUR 64,757 FIXED 17/02/2025 NO TIER 2
DEUTSCHE BANK AG EUR 21,672 FIXED 20/01/2027 NO SR NO PREFERRED
DEUTSCHE BANK AG EUR 5,521 FIX TO CMS PERPETUAL YES TIER 1
DEUTSCHE BANK AG EUR 20,445 FIX TO FLOATER 05/09/2030 YES SR NO PREFERRED
DEUTSCHE BANK AG EUR 14,175 FIX TO FLOATER 17/02/2027 YES SR NO PREFERRED
DEUTSCHE BANK AG EUR 22,436 FIX TO FLOATER 17/02/2032 YES SR NO PREFERRED
DEUTSCHE BANK AG EUR 2,425 FIX TO FLOATER 19/11/2025 YES SR NO PREFERRED
DEUTSCHE BANK AG EUR 932 FIX TO FLOATER 23/02/2028 YES SR NO PREFERRED
DEUTSCHE BANK AG EUR 29,669 ZERO COUPON 15/10/2026 NO SR NO PREFERRED
DEUTSCHE BANK AG EUR 20,364 ZERO COUPON 20/01/2032 NO SR NO PREFERRED
DEUTSCHE BANK AG EUR 52,107 ZERO COUPON 26/11/2042 YES SR NO PREFERRED
DEUTSCHE BANK AG LONDON EUR 86,110 INDEXED 01/02/2033 NO SR NO PREFERRED
DEUTSCHE PFANDBRIEFBANK AG EUR 2,011 CMS SPREAD 28/06/2027 YES TIER 2
DZ BANK AG EUR 18,617 FIXED 05/08/2032 NO TIER 2
ELECTRICITE DE FRANCE SA EUR 72,801 FIX TO CMS PERPETUAL YES OTHER CLAUSES
ELIA GROUP SA/NV EUR 14,990 FIX TO CMS PERPETUAL YES OTHER CLAUSES
ELM BV (HELVETIA SCHWEIZ) EUR 9,918 FIX TO FLOATER 29/09/2047 YES TIER 2
ELM BV (SWISS LIFE) EUR 9,848 FIX TO FLOATER PERPETUAL YES TIER 2
ENEL SPA EUR 23,438 FIX TO CMS PERPETUAL YES OTHER CLAUSES
ENERGIAS DE PORTUGAL EUR 16,500 FIX TO CMS 23/04/2083 YES OTHER CLAUSES
ENGIE SA EUR 10,631 FIX TO CMS PERPETUAL YES OTHER CLAUSES
ENI SPA EUR 2,153 FIX TO CMS PERPETUAL YES OTHER CLAUSES
ERSTE GROUP BANK AG EUR 4,503 FIX TO CMS 15/11/2032 YES TIER 2
GAS NATURAL FENOSA FINANCE BV EUR 60,879 FIX TO CMS PERPETUAL YES OTHER CLAUSES
GENERALI SPA EUR 18,501 FIXED 04/05/2026 NO TIER 2
GENERALI SPA EUR 32,818 FIX TO FLOATER 08/06/2048 YES TIER 2
GENERALI SPA EUR 16,371 FIX TO FLOATER 27/10/2047 YES TIER 2
GENERALI SPA EUR 21,856 FIX TO FLOATER PERPETUAL YES TIER 1
GROUPAMA SA EUR 43,300 FIXED 23/01/2027 NO TIER 2
GROUPAMA SA EUR 33,160 FIXED 24/09/2028 NO TIER 2
GROUPAMA SA EUR 4,913 FIX TO FLOATER PERPETUAL YES TIER 2
HAMBURG COMMERCIAL BANK AG EUR 1,000 FIXED 18/11/2024 NO SR NO PREFERRED
HANNOVER RUECKVERSICHERU-REG EUR 4,213 FIX TO FLOATER 09/10/2039 YES TIER 2
HANNOVER RUECKVERSICHERU-REG EUR 27,667 FIX TO FLOATER PERPETUAL YES TIER 2
HEIMSTADEN BOSTAD AB EUR 2,146 FIX TO CMS PERPETUAL YES OTHER CLAUSES
HOLCIM FINANCE LUX EUR 992 FIX TO CMS PERPETUAL YES OTHER CLAUSES
HSBC HOLDINGS PLC EUR 37,529 FIXED 30/06/2025 NO TIER 2
HSBC HOLDINGS PLC EUR 1,337 FIX TO CMS PERPETUAL YES TIER 1
IBERCAJA BANCO SA EUR 17,073 FIX TO CMS 23/07/2030 YES TIER 2
IBERDROLA INTERNATIONAL BV EUR 2,394 FIX TO CMS PERPETUAL YES OTHER CLAUSES
IKB DEUTSCHE INDUSTRIEBK EUR 9,500 CMS/CMT 31/01/2028 YES TIER 2
ING GROEP NV EUR 37,979 FIX TO CMS 15/02/2029 YES TIER 2
ING GROEP NV EUR 10,246 FIX TO CMS 20/02/2035 YES TIER 2
ING GROEP NV EUR 514 FIX TO CMS 26/05/2031 YES TIER 2
INTESA SANPAOLO SPA
INTESA SANPAOLO VITA SPA
EUR
EUR
14,935
695
FIX TO CMS
FIX TO FLOATER
12/07/2029
PERPETUAL
YES
YES
TIER 2
TIER 2
KBC GROEP NV
KONINKLIJKE KPN NV
EUR
EUR
2,563
952
FIX TO CMS
FIX TO CMS
PERPETUAL
PERPETUAL
YES
YES
TIER 1
OTHER CLAUSES
LA BANQUE POSTALE SA EUR 12,705 FIXED 09/06/2028 NO TIER 2
LA BANQUE POSTALE SA EUR 40,316 FIXED 17/01/2030 NO SR NO PREFERRED

5 Additional tables appended to the Notes to the Financial Statements

Amounts in €k

Carrying amount Early Level of
Issuer Currency 31/12/23 Interest rate Maturity repayment subordination
LA BANQUE POSTALE SA EUR 8,686 FIXED 23/06/2031 NO SR NO PREFERRED
LA BANQUE POSTALE SA EUR 4,356 FIX TO CMS 02/08/2032 YES TIER 2
LA BANQUE POSTALE SA EUR 529 FIX TO CMS PERPETUAL YES TIER 1
LA MONDIALE SAM EUR 3,007 FIXED 20/04/2026 YES TIER 3
LA MONDIALE SAM EUR 2,716 FIXED 23/06/2031 YES TIER 2
LA MONDIALE SAM EUR 2,651 FIX TO CMS PERPETUAL YES TIER 1
LA MONDIALE SAM EUR 57,522 FIX TO CMS PERPETUAL YES TIER 2
LA POSTE SA EUR 27,538 FIX TO CMS PERPETUAL YES OTHER CLAUSES
LANDESBANK BADEN-WUERTTEMBERG EUR 15,985 FIXED 28/09/2026 NO TIER 2
MACIF EUR 2,949 FIX TO CMS PERPETUAL YES TIER 1
MAPFRE SA EUR 63,342 FIX TO FLOATER 07/09/2048 YES TIER 2
MAPFRE SA EUR 11,250 FIX TO FLOATER 31/03/2047 YES TIER 2
MEDIOBANCA SPA EUR 8,662 FIXED 23/04/2025 NO SR NO PREFERRED
MEDIOBANCA SPA EUR 10,496 FIX TO CMS 23/11/2030 YES TIER 2
MEDIOBANCA SPA EUR 4,724 FIX TO FLOATER 02/11/2028 YES SR NO PREFERRED
MEDIOBANCA SPA EUR 595,053 INDEXED 21/07/2027 YES TIER 2
MERCK KGAA EUR 9,163 FIX TO CMS 25/06/2079 YES OTHER CLAUSES
MITSUBISHI UFJ INVESTOR S&B LUX SA EUR 39,302 INDEXED 15/12/2050 NO TIER 1
MONTE PASCHI SIENA SPA EUR 20,837 CMS/CMT 18/01/2028 YES TIER 2
MONTE PASCHI SIENA SPA EUR 6,192 FIX TO CMS 10/09/2030 YES TIER 2
MUNICH RE EUR 21,835 FIX TO FLOATER 26/05/2049 YES TIER 2
NATIONWIDE BUILDING SOCIETY EUR 1,462 FIX TO CMS 25/07/2029 YES TIER 2
NGG FINANCE PLC EUR 23,502 FIX TO CMS 05/09/2082 YES OTHER CLAUSES
NN GROUP NV EUR 10,005 FIX TO FLOATER 08/04/2044 YES TIER 2
NN GROUP NV EUR 45,224 FIX TO FLOATER PERPETUAL YES TIER 2
NORDEA BANK APB EUR 3,993 FIX TO CMS 23/02/2034 YES TIER 2
NORDEA BANK APB EUR 5,378 FIX TO CMS PERPETUAL YES TIER 1
NYKREDIT REALKREDIT AS EUR 9,134 FIXED 17/01/2028 NO SR NO PREFERRED
NYKREDIT REALKREDIT AS EUR 606 FIXED 20/01/2027 NO SR NO PREFERRED
OMV AG EUR 20,601 FIX TO CMS PERPETUAL YES OTHER CLAUSES
ORANGE SA (EX FRANCE TELECOM) EUR 19,277 FIX TO CMS PERPETUAL YES OTHER CLAUSES
ORSTED A/S (EX DONG ENERGY) EUR 3,052 FIX TO CMS 09/12/2150 YES OTHER CLAUSES
P&V ASSURANCES SCRL EUR 95,000 FIXED 13/07/2028 NO TIER 2
PHOENIX GROUP HOLDINGS PLC EUR 23,837 FIXED 24/01/2029 NO TIER 2
PRUDENTIAL FINANCIAL INC. EUR 83 FIX TO FLOATER 15/09/2047 YES TIER 2
RAIFFEISEN BANK INTERNATIONAL AG EUR 3,943 FIX TO CMS 17/06/2033 YES TIER 2
RAIFFEISEN BANK INTERNATIONAL AG EUR 1,253 FIX TO CMS PERPETUAL YES TIER 1
RAIFFEISEN BANK INTERNATIONAL AG EUR 12,071 FIX TO FLOATER 15/09/2028 YES SR NO PREFERRED
REPSOL INTERNATIONAL FINANCE BV EUR 18,635 FIX TO CMS 25/03/2075 YES OTHER CLAUSES
REPSOL INTERNATIONAL FINANCE BV EUR 30,122 FIX TO CMS PERPETUAL YES OTHER CLAUSES
ROYAL BANK OF SCOTLAND GROUP PLC EUR 20,000 FIX TO CMS 28/02/2034 YES TIER 2
SCOR SA EUR 20,381 FIX TO CMS 08/06/2046 YES TIER 2
SCOR SA EUR 9,737 FIX TO CMS PERPETUAL YES TIER 2
SERVIZI ASS. DEL COMMERCIO ESTERO EUR 7,380 FIX TO CMS PERPETUAL YES TIER 2
SKANDINAVISKA ENSKILDA BANKEN EUR 13,034 FIXED 07/02/2028 NO SR NO PREFERRED
SOCIETE GENERALE EUR 10,462 FIXED 02/06/2033 NO TIER 2
SOCIETE GENERALE EUR 30,559 FIXED 12/06/2030 NO SR NO PREFERRED
SOCIETE GENERALE EUR 18,178 FIXED 27/02/2025 NO TIER 2
SOCIETE GENERALE EUR 13,609 FIXED 27/09/2028 NO SR NO PREFERRED

Amounts in €k

Issuer Currency Carrying amount
31/12/23
Interest rate Maturity Early
repayment
Level of
subordination
SOCIETE GENERALE
SOCIETE GENERALE
EUR
EUR
26,977
7,950
FIX TO FLOATER
FIX TO FLOATER
06/12/2030
21/11/2031
YES
YES
SR NO PREFERRED
SR NO PREFERRED
SOCIETE GENERALE EUR 7,668 FIX TO FLOATER 22/09/2028 YES SR NO PREFERRED
SOCIETE GENERALE EUR 12,936 FIX TO FLOATER 28/09/2029 YES SR NO PREFERRED
SOCIETÈ EUROPEENNE SATELLITE EUR 5,814 FIX TO CMS PERPETUAL YES OTHER CLAUSES
SOGECAP SA EUR 89,599 FIX TO CMS PERPETUAL YES TIER 2
SOGECAP SA EUR 4,983 FIX TO FLOATER 16/05/2044 YES TIER 2
STANDARD CHARTERED PLC EUR 18,196 FIX TO CMS 09/09/2030 YES TIER 2
STEDING HOLDING NV EUR 6,248 FIX TO CMS PERPETUAL YES OTHER CLAUSES
SUPERSTRADA PEDEMONTANA VENETA EUR 14,402 STEP UP 30/06/2027 NO OTHER CLAUSES
SVENSKA HANDELSBANKEN AB EUR 907 FIXED 23/02/2029 NO SR NO PREFERRED
SVENSKA HANDELSBANKEN AB EUR 9,421 FIX TO CMS 01/06/2033 YES TIER 2
SWEDBANK AB EUR 97 FIXED 05/09/2030 NO SR NO PREFERRED
SWEDBANK AB EUR 486 FIXED 09/10/2024 NO SR NO PREFERRED
SWEDBANK AB EUR 8,172 FIXED 11/07/2028 NO SR NO PREFERRED
SWEDBANK AB EUR 2,314 FIXED 17/02/2027 NO SR NO PREFERRED
SWEDBANK AB EUR 2,757 FIX TO CMS 20/05/2027 YES SR NO PREFERRED
SWISS LIFE AG EUR 213 FIX TO CMS PERPETUAL YES TIER 2
SWISS RE FINANCE UK PLC EUR 8,779 FIX TO CMS 04/06/2052 YES TIER 2
SYENSQO SA EUR 2,363 FIX TO CMS PERPETUAL YES OTHER CLAUSES
SYNETERISTIKI INSURANCE CO. INC. EUR 1,500 INDEXED PERPETUAL YES TIER 1
TALANX AG EUR 53,909 FIX TO FLOATER 05/12/2047 YES TIER 2
TELEFONICA EUROPE BV EUR 70,044 FIX TO CMS PERPETUAL YES OTHER CLAUSES
THE SOUTHERN COMPANY EUR 13,996 FIX TO CMS 15/09/2081 YES OTHER CLAUSES
TOTALENERGIES SA EUR 9,558 FIX TO CMS PERPETUAL YES OTHER CLAUSES
UBS GROUP AG EUR 590 FIX TO CMS PERPETUAL YES TIER 1
UNICAJA BANCO SA EUR 7,988 FIX TO CMS 11/09/2028 YES SR NO PREFERRED
UNICAJA BANCO SA EUR 579 FIX TO CMS 13/11/2029 YES TIER 2
UNICAJA BANCO SA EUR 5,117 FIX TO CMS 15/11/2027 YES SR NO PREFERRED
UNICREDIT SPA EUR 17,361 FIXED 20/01/2030 NO SR NO PREFERRED
UNICREDIT SPA EUR 23,521 FIX TO CMS 15/01/2032 YES TIER 2
UNICREDIT SPA EUR 17,896 FIX TO CMS 19/06/2032 YES TIER 2
UNICREDIT SPA EUR 35,971 FIX TO CMS 20/02/2029 YES TIER 2
UNICREDIT SPA EUR 23,910 FIX TO CMS PERPETUAL YES TIER 1
UNICREDIT SPA EUR 9,939 FIX TO FLOATER 16/02/2029 YES SR NO PREFERRED
UNICREDIT SPA EUR 15,976 FIX TO FLOATER 20/01/2026 YES SR NO PREFERRED
UNICREDIT SPA EUR 16,724 FIX TO FLOATER 22/07/2027 YES SR NO PREFERRED
VATTENFALL AB EUR 30,981 FIX TO CMS 19/03/2077 YES OTHER CLAUSES
VENETO BANCA SPA EUR 75 CMS SPREAD 01/12/2025 YES TIER 2
VEOLIA ENVIRONNEMENT SA EUR 943 FIX TO CMS PERPETUAL YES OTHER CLAUSES
VITTORIA ASSICURAZIONI SPA EUR 30,000 FIXED 11/07/2028 NO TIER 2
VODAFONE GROUP PLC EUR 15,145 FIX TO CMS 03/01/2079 YES OTHER CLAUSES
VODAFONE GROUP PLC EUR 1,354 FIX TO CMS 27/08/2080 YES OTHER CLAUSES
VODAFONE GROUP PLC EUR 497 FIX TO CMS 30/08/2084 YES OTHER CLAUSES
VOLKSWAGEN INT.NAL FINANCE NV EUR 15,052 FIX TO CMS PERPETUAL YES OTHER CLAUSES
WFD UNIBAIL-RODAMCO NV EUR 20,723 FIX TO CMS PERPETUAL YES OTHER CLAUSES
ZURICH FINANCE (IRELAND) DAC EUR 1,577 FIX TO FLOATER 17/12/2052 YES TIER 2
Total 5,348,044

Additional tables appended to the Notes to the Financial Statements

List of properties

Amounts in €k

Property Property Net Carrying amount Purchases and Write-backs and
reversals of
type (*) code Address 31/12/2022 other Increases impairment losses
2 0345 To - Chieri - Vicolo S.Antonio-Via V.Emanuele Ii Snc 146
2 2035 To - Collegno - Viale Gramsci 24 38
2 0248 To - Ivrea - Via Monte Stella 6 501
2 0251 To - Rivarolo Canavese - V.Gallo Pecca 22 176
2 0178 To - Torino - C.So Turati 74 54
2 0162 To - Torino - Corso Dante 119 502
1 0019 To - Torino - Corso Galileo Galilei 12/14 31,672 20,995
2 0019 To - Torino - Corso Galileo Galilei 12/14 1,886 1,166
1 7560 To - Torino - Corso Vittorio Emanuele 8, 3 78 3
2 7560 To - Torino - Corso Vittorio Emanuele 8, 3 497 14
1 1109 To - Torino - Lungo Dora Firenze 71 26,028 226
2 1109 To - Torino - Lungo Dora Firenze 71 1,222 9
2 0303 To - Torino - Via Arsenale 5 7,418 63
2 3510 To - Torino - Via Berthollet 46 16,525 266
1 0284 To - Torino - Via Carlo Alberto 59 2,658 21
2 0284 To - Torino - Via Carlo Alberto 59 1,902 10
1 3511 To - Torino - Via Marenco 15 17,298 723
2 3511 To - Torino - Via Marenco 15 50 2
2 0197 To - Torino - Via Monginevro 61 53
2 0206 To - Venaria - Via Tripoli 17 49
2 0328 Vc - Borgosesia - Via G. Ferrari 15 87
2 3003 Vc - Gattinara - Piazza Giuseppe Mazzini 3 1,030 16
1 0313 Cn - Alba - Corso Langhe 7 52
2 0313 Cn - Alba - Corso Langhe 7 83
2 2254 Al - Alessandria - Via Trotti 44/46 106
2 0033 Bi - Biella - Via Cova 10/A 79
3 0525 Im - San Remo - Monte Bignone S.N.C. 22
2 0538 Ge - Camogli - Fabbricati Non Abitativi Camogli Viale Gaggini 1 85
3 0543 Ge - Camogli - Terreni Agr. In Com. Camogli Viale Gaggini 1 53
2 0540 Ge - Camogli - Via Gaggini 1 4,946 1
2 0334 Ge - Camogli - Via Gaggini, 1 417
2 0067 Ge - Genova - Via Timavo 3 65
3 0542 Ge - Santa Margherita Ligure - Terreni S.Margherita Ligure Snc 1
2 3009 Ge - Sestri Levante - Localita Riva Trigoso Snc 37
1 7365 Sp - La Spezia - Viale Italia 210/6 130 5
2 2259 Va - Busto Arsizio - Piazza Garibaldi 1 113
2 1044 Va - Busto Arsizio - Via Xx Settembre 8 166
2 0151 Va - Saronno - Via Diaz / Via Bossi 2 34
1 2200 Va - Varese - Via Carcano, 2 175

Transfers Net Carrying
between usage
classes
Sales and other
decreases
Value
adjustments
Depreciation for
the year
amount
31/12/2023
Current value
31/12/2023
Total depreciation Total
write-backs
Total
write-downs
7 139 187 100
2 36 90 20 5
16 485 475 149
8 168 285 94
3 52 215 33 40
502 975 114 308
1,717 50,951 66,748 22,989 2,933
103 2,949 4,252 1,449 187
8 73 217 184 37
49 462 1,393 1,177 235
782 25,472 20,982 5,692
37 1,194 1,018 271
209 7,271 7,800 3,151 573
516 16,275 11,800 2,794
212 2,467 4,113 4,615
135 1,777 2,367 2,718
511 17,511 18,346 4,034
1 51 54 12
2 51 243 28 42
2 47 198 26 36
4 83 145 49
1,046 1,000 1,176 3,896
3 49 92 36
4 78 138 57
5 101 110 59 7
4 76 310 43 64
22 35
85 100 4 9
53 310
87 4,860 5,950 4,579 3,762
8 409 560 35
3 61 200 51 43
1 1 1
37 38 99
10 125 305 222
5 108 128 61
8 159 315 95
2 33 190 19 25
7 169 265 58 68

Additional tables appended to the Notes to the Financial Statements

List of properties

Amounts in €k
Property
type (*)
Property code Address Net Carrying amount
31/12/2022
Purchases and
other Increases
Write-backs and
reversals of
impairment losses
1 0007 Co - Como - Via Innocenzo Xi 13 2
2 0007 Co - Como - Via Innocenzo Xi 13 5
2 2037 Co - Como - Via Innocenzo Xi 13 205
1 8110 Co - Como - Via Innocenzo Xi, 13 1,249
2 8110 Co - Como - Via Innocenzo Xi, 13 2,494
2 0264 Mi - Corsico - Via Vittorio Emanuele 10 156
2 2075 Mi - Legnano - Corso Italia 54 93
2 0265 Mi - Legnano - Via Porta / Corso Sempione 164 189
2 0555 Mi - Milano - C.So B. Aires 77-79-Via Doria 56
1 2122 Mi - Milano - Corso Di Porta Romana 19 38,888 382
2 2122 Mi - Milano - Corso Di Porta Romana 19 7,566 54
3 0005 Mi - Milano - Localita Trenno Snc
3 3072 Mi - Milano - Localita Trenno Snc 808
2 0005 Mi - Milano - Localita Trenno Snc
2 0086 Mi - Milano - P.Za Garibaldi 8 48
1 7701 Mi - Milano - Piazza Missori 2 90
2 3075 Mi - Milano - Piazza Missori 2 27
2 7701 Mi - Milano - Piazza Missori 2 2,899
2 0078 Mi - Milano - Piazza Segesta 4 31
2 3018 Mi - Milano - Via Brugnatelli / Via Ettore Ponti Snc
2 3039 Mi - Milano - Via Bugatti 13 - Lotto M14_Edificio P1 289
2 2097 Mi - Milano - Via Casati, 39 1,664 12
2 0304 Mi - Milano - Via Castellanza 6/8/10 2,311 19
2 0239 Mi - Milano - Via Cechov 48 103
2 2222 Mi - Milano - Via Conservatorio 15 14,717 27
2 2223 Mi - Milano - Via Conservatorio 17 10,608 127
2 3042 Mi - Milano - Via G. Sanv Rosselli 1 - Lotto M14_Edificio Q3 205
2 0545 Mi - Milano - Via Larga 26 8,878 13
2 0095 Mi - Milano - Via Palmanova 189 60
1 2121 Mi - Milano - Via Pantano 26 585
2 2121 Mi - Milano - Via Pantano 26 673
1 2244 Mi - Milano - Via Rasori 2 1
2 3058 Mi - Milano - Via Ripamonti-Missaglia Snc 6
3 3031 Mi - Milano - Via Romano' _Cascina Malghera 42 745
2 3031 Mi - Milano - Via Romano' _Cascina Malghera 42 364
2 0006 Mi - Milano - Via Roncaglia 14 5
2 0298 Mi - Milano - Via Treccani Degli Alfieri 16-18-20-22-24-26 20,499 1,648
2 3016 Mi - Milano - Via Trenno-Lampugnano Snc 13
2 3017 Mi - Milano - Viale Richard-Morimondo-Viale Famagosta Snc 1
2 2227 Mi - Milano - Viale Umbria, 76 9,713 34
2 0445 Mi - Paderno Dugnano - Via Cadorna Ang.Via Pepe,2 (Via Piaggio 2) 196

Transfers
between usage
classes
Sales and other
decreases
Value
adjustments
Depreciation for
the year
Net Carrying
amount
31/12/2023
Current value
31/12/2023
Total depreciation Total
write-backs
Total
write-downs
1,233 49 1,186 1,446 982
2,666 100 2,571 2,734 1,840 87
(203) 2
(1,233) 16
(2,463) 31
4 151 210 102
4 89 390 50 54
8 180 390 101
19
991 1,007 39,254 54,392 7,864 55
(991) 203 6,425 7,708 1,309
1,687 1,687 1,898 129
(808)
227 4 224 2 24 176
2 46 153 26 37
5 86 244 69 22
(26)
26 151 2,774 8,196 2,268 716
1 30 30 5
1
289
52 1,623 4,070 378 482
258 2,071 2,555 303
5 99 170 56
329 14,415 30,400 3,178
238 10,497 24,600 2,220
205 270 20
395 8,496 14,800 4,688 456
1 58 160 31 51
15 570 670 113 50
16 656 875 97 59
1 10 4
6 6 26
(745)
(362) 2
4 35 5 2
620 21,526 36,500 1,956
13 20
1 1
255 9,492 12,100 1,082 1,660
9 187 300 110

Additional tables appended to the Notes to the Financial Statements

List of properties

Amounts in €k
2
3052
Mi - Pieve Emanuele - Via Dei Platani Snc
220
2
0230
Mi - Rozzano - Via Torino 85
147
1
4357
Mi - San Donato Milanese - Via Dell'Unione Europea 3
92,324
3,456
2
4357
Mi - San Donato Milanese - Via Dell'Unione Europea 3
54,180
1,617
2
0423
Bg - Lovere - Via S. Maria 35
72
2
2044
Cr - Cremona - Via Ingegneri 5
56
2
2143
Mn - Ostiglia - Via Xx Settembre 63/65/67
163
2
7520
Mb - Monza - Piazza Diaz 1
147
2
0104
Mb - Monza - Via S.Martino 2
112
2
2018
Bz - Bolzano - Via Perathoner 5
76
2
3030
Tn - Campo Carlo Magno - Via Cima Tosa
1,916
2
0508
Vr - Verona - Corso Cavour 35
344
2
0322
Vi - Bassano Del Grappa - Via Marinali 52
173
2
0262
Vi - Camisano Vicentino - Via Roma / Via Stadio 7
127
2
4375
Vi - Vicenza - C.So Felice E Fortunato 300
730
2
2257
Bl - Belluno - Via Feltre 244
38
2
0337
Tv - Castelfranco Veneto - Via M. Podgora / Borgo Vicenza 42
176
1
3204
Tv - Treviso - Via Pennacchi 1
723
21
2
3204
Tv - Treviso - Via Pennacchi 1
787
19
2
0512
Tv - Vittorio Veneto - L.Go Med.D'Oro Bortolotto, 1
203
2
0358
Ro - Ficarolo - Via Giglioli 5/1 - P.Zza Marconi 25
65
2
0485
Ud - Tarvisio - Via Roma 35
45
2
0490
Ud - Tolmezzo - Via Roma 9/A
178
1
0502
Ud - Udine - Via Poscolle,71 - M.Volpe,5
392
25
1
0533
Ts - Trieste - Via Carducci 29
1,075
2
2
0533
Ts - Trieste - Via Carducci 29
3,986
11
2
7731
Ts - Trieste - Via Marconi 6/8
99
2
0119
Pr - Parma - Via Collegio Nobili 4
80
2
4378
Pr - Parma - Via Saffi 82/B
2,776
3
2
2133
Mo - Modena - Piazza Medaglie D'Oro, 1
73
3
0523
Mo - Modena - Via M.Buonarroti Snc
20
2
2272
Mo - Modena - Via Rainusso 130
199
2
0103
Mo - Modena - Via Tabboni 9-11-13 / Viale Fabrizi 21
196
2
5212
Mo - Modena - Viale Trento E Trieste 13
308
2
0085
Bo - Bologna - Piazza Della Costituzione 1 - Albergo
25,215
1
4359
Bo - Bologna - Piazza Della Costituzione 2
22,445
132
2
4359
Bo - Bologna - Piazza Della Costituzione 2
43,148
199
1
4351
Bo - Bologna - Via Calzoni 8
8,632
224
2
4351
Bo - Bologna - Via Calzoni 8
2,790
59
1
3517
Bo - Bologna - Via Dei Fornacia 27 E 31
8,575
96
2
3517
Bo - Bologna - Via Dei Fornacia 27 E 31
430
3
1
4349
Bo - Bologna - Via Del Gomito 1
3,597
20
2
4349
Bo - Bologna - Via Del Gomito 1
8,673
41
Property
type (*)
Property code Address Net Carrying amount
31/12/2022
Purchases and
other Increases
Write-backs and
reversals of
impairment losses
1 4358 Bo - Bologna - Via Del Pilastro 52 17,243 524

Transfers
between usage
classes
Sales and other
decreases
Value
adjustments
Depreciation for
the year
Net Carrying
amount
31/12/2023
Current value
31/12/2023
Total depreciation Total
write-backs
Total
write-downs
220 220 150
7 141 340 79 23
3,327 92,453 104,717 47,659 961
1,783 54,015 59,783 21,373 588
3 69 110 40 4
3 54 154 30 35
7 157 190 71 23
12 135 516 263 118
5 107 700 60 84
3 72 305 41 65 13
11 89 1,817 2,330 1,145 357
16
8
328
166
545
290
192
97
6 121 211 68
32 698 650 390 256
2 37 104 21
9 167 217 126 12
21 723 830 160 374
22 785 930 172 414
10 193 256 147
3 62 101 37 6
2 43 68 26
8 170 300 101
18 398 540 197
1,065 12
3,956 42
7 92 350 131 1
4 76 501 42 48
52 2,727 2,700 617 742
3 69
20
335
70
39 47
10 189 350 132
8 188 640 79 85
14 294 435 174 82
1,108 24,107 27,800 13,225 680
(71) 731 21,774 23,924 9,780 39 788
71 1,352 42,067 44,626 16,205 76 1,535
378 8,479 7,956 5,103 428
120 2,728 2,544 1,569 129
256 8,415 5,890 1,859
12 421 240 71
114 3,503 3,415 1,285 418 280
275 8,439 8,385 3,176 1,045 714
459 17,308 14,100 5,524 553 8,925

Additional tables appended to the Notes to the Financial Statements

List of properties

Amounts in €k
Write-backs and
Property
type (*)
Property code Address Net Carrying amount
31/12/2022
Purchases and
other Increases
reversals of
impairment losses
2 8100 Bo - Bologna - Via Delle Lame 112 384 4
2 7381 Bo - Bologna - Via Delle Lame 114 236
2 3106 Bo - Bologna - Via Larga 8 - Hotel 15,957 3
2 3109 Bo - Bologna - Via Larga 8 - Parcheggio 15,448 8
2 3108 Bo - Bologna - Via Larga 8 - Piastra Commerciale 17,932 953
1 3105 Bo - Bologna - Via Larga 8 - Torre 18,369 102
2 3105 Bo - Bologna - Via Larga 8 - Torre 75,123 414
1 3107 Bo - Bologna - Via Larga 8 - Uffici 3,309 26
2 3107 Bo - Bologna - Via Larga 8 - Uffici 5,242 29
2 3103 Bo - Bologna - Via Larga Fronte Strada 1,635 192
2 4298 Bo - Bologna - Via Marziale 17-19-23-31 1,017 44
2 4253 Bo - Bologna - Via Mentana 2 2,024 62
2 0218 Bo - Bologna - Via Procaccini 17/G 172
2 4310 Bo - Bologna - Via Rolli 7-9 765
2 0325 Bo - Bologna - Via Savigno 1 197
1 4081 Bo - Bologna - Via Stalingrado 45-53 64,928 1,062
2 4081 Bo - Bologna - Via Stalingrado 45-53 7,326 101
2 2300 Bo - Bologna - Via Ugo Bassi 4-V. Terribilia 4-V. Della Zecca 2 37,074 3,220
2 4294 Bo - Bologna - Via Zacchi 1-3 535
2 4257 Bo - Bologna - Via Zago 2/2 615
2 4356 Bo - Bologna - Viale Majani 2 2,314
2 4355 Bo - Bologna - Viale Masini 26-56 5,920
2 0263 Bo - Castel Maggiore - Via Gramsci 192 139 6
2 4297 Bo - Crespellano - Via 2 Agosto 1980 3,278
2 0088 Bo - San Lazzaro Di Savena - Via Fantini - Via Palazzetti 1 - Albergo 14,197 531
2 0052 Ra - Faenza - Corso Mazzini 54/2 64
2 2165 Ra - Ravenna - Via Cesarea 11 86
1 4377 Ra - Ravenna - Via Faentina 106 31
2 4377 Ra - Ravenna - Via Faentina 106 1,847 3
2 0462 Ra - Ravenna - Via Porta Aurea 14 364
2 2033 Fc - Cesena - Vicolo Cesuola 14 78
2 4380 Fc - Forli' - Via Pietro Maroncelli 10 5,611 84
1 0130 Rn - Rimini - Via Roma 102 35
2 0130 Rn - Rimini - Via Roma 102 75
2 2153 Pu - Pesaro - Via Ardizi 14 51
2 4372 An - Ancona - Centro Direzionale Baraccola 752
1 4138 An - Ancona - Via 29 Settembre 2 220 9
2 4382 An - Ancona - Via Mamiani 4-6 1,249

Total
write-downs
Total
write-backs
Total depreciation Current value
31/12/2023
Net Carrying
amount
31/12/2023
Depreciation for
the year
Value
adjustments
Sales and other
decreases
Transfers
between usage
classes
125 575 510 363 25
38 645 825 210 26
3,082 5,774 22,000 15,453 507
2,311 5,426 15,700 14,961 495
2,896 6,131 19,500 18,298 587
2,659 6,357 18,868 17,879 591
10,854 25,972 77,032 73,119 2,419
714 1,570 4,659 4,434 142 1,241
672 1,418 4,841 3,893 136 (1,241)
185 2,355 1,781 46
84 1,165 879 31 151
517 1,040 2,200 1,996 90
6 70 335 164 7
73 1,105 740 24
67 110 330 188 9
27,968 53,070 78,540 63,091 2,900
3,226 5,461 9,110 7,115 312
15,696 5,504 40,800 39,553 741
55 710 518 17
59 1,390 595 20
337 353 1,086 2,475 2,215 99
265 584 5,940 5,731 189
75 300 139 6
135 2,844 3,715 3,178 100
1,156 5,032 15,350 14,259 469
43 35 243 61 3
5 46 240 83 4
18 32 30 1
986 2,008 1,767 83
12 206 407 347 17
42 196 75 4
1,082 2,072 6,000 5,526 169
27 19 213 34 2
57 40 452 71 3
28 200 49 2
403 456 831 717 35
175 337 307 213 16
447 340 1,400 1,212 37

Additional tables appended to the Notes to the Financial Statements

List of properties

Amounts in €k
Property
type (*)
Property code Address Net Carrying amount
31/12/2022
Purchases and
other Increases
Write-backs and
reversals of
impairment losses
2 0027 An - Ancona - Via Rismondo 14 81 25
2 7555 Ap - San Benedetto Del Tronto - Via De Gasperi 51 21
2 0356 Fm - Fermo - P.Zza Del Popolo 37 121
2 0335 Lu - Capannori - Via Delle Poste Snc 157
2 0449 Pt - Pescia - Via Galeotti 59/61 97
2 0452 Pt - Pistoia - Via B.Buozzi 18 216
2 0123 Pt - Pistoia - Via Stadio 6/A 94
2 0332 Fi - Campi Bisenzio - Via Dei Tintori 11 196
1 3502 Fi - Firenze - Piazza Della Liberta' 6 63,576 518
2 3502 Fi - Firenze - Piazza Della Liberta' 6 3,604 25
4 0526 Fi - Firenze - Posti Auto Parterre Via Madanna Della Tosse 9 2,279
2 7744 Fi - Firenze - Via Benedetto Marcello 2 51
2 0383 Fi - Firenze - Via L.Il Magnifico 2-Via Toscanelli 1-3 6,961 363
2 0235 Fi - Firenze - Via Lanza 73 125
1 3501 Fi - Firenze - Via Monaco 6 /Via Ghiacciaie 3 11,403 23
2 0386 Fi - Firenze - Via Ricasoli, 48 3,368
2 0402 Fi - Firenze - Viale G. Matteotti 60 8,683 147
2 0400 Fi - Firenze - Viale Matteotti 50/A 1,233
2 0376 Fi - Firenze - Viale Matteotti 64 - Via Fra' Bartolomeo 64 5,895 294
2 0369 Fi - Firenze - Viale S. Lavagnini N. 3-5 1,680 12
2 0377 Fi - Firenze - Viale S. Lavagnini N. 7 5,686 12
2 2160 Fi - Pontassieve - Via Roma 10 49
2 0155 Fi - Sesto Fiorentino - Via Dante 44-46 95
2 0422 Li - Livorno - Via Grande 110 - P.Za Grande 3 245
2 2028 Pi - Cascina - Via Tosco Romagnola 248/E 66
1 0122 Pi - Pisa - Via Manzoni 11 1,213 5
1 7532 Pi - Pisa - Via Puccini 14 174 3
2 2162 Pi - Pontedera - Via Aurelio Saffi 4 48
2 0456 Pi - Pontedera - Via Della Misericordia 22 115
1 2004 Ar - Arezzo - Via Xxv Aprile 18/34 375 17
2 0453 Si - Poggibonsi - Via Xx Settembre 58 119
2 0405 Gr - Follonica - Via Santini N. 7/C 55
2 0126 Po - Prato - Via Tacca 8 177
2 0446 Pg - Perugia - Via Cortonese Ang. Via Romeo Gallenga 120 173
2 0483 Pg - Spoleto - Via Flaminia, 3 118
2 0129 Ri - Rieti - Via Delle Orchidee 9 66
3 3029 Rm - Roma - Castelnuovo Di Porto 3,420
2 0134 Rm - Roma - P.Za Monte Gennaro 16-16/A 237
1 4361 Rm - Roma - Piazza Esquilino 12 /Via Farini 17 25,524 32
2 4361 Rm - Roma - Piazza Esquilino 12 /Via Farini 17 11,092 5
1 4272 Rm - Roma - Piazza Esquilino 5/Via Farini 5 15,543 28
2 4272 Rm - Roma - Piazza Esquilino 5/Via Farini 5 26,906 14
2 0089 Rm - Roma - Piazza Priscilla 4 4,399 1,405

Transfers
between usage
Sales and other Value Depreciation for Net Carrying
amount
Current value Total Total
classes decreases adjustments the year 31/12/2023 31/12/2023 Total depreciation write-backs write-downs
4 102 536 40 56
20 1
5 116 146 53 11
8 149 226 111 11
5 93 140 57 5 5
207 9
4 90 456 51 70
9 187 285 110
1,887 62,206 65,136 14,222
107 3,522 3,764 813
2,279 1,965 350
3 48 300 65 41
7,324 9,700 2,315 466
5 120 365 55
342 11,085 7,800 2,270
90 3,278 3,790 467 1,222
186 8,645 10,000 1,684 469
306 29 899 1,000 309 15
138 6,051 6,290 657 520
41 1,650 1,740 165 193
118 5,580 6,050 431 2,774
2 47 143 27 6
4 90 465 51 75
13 232 265 213 8
3 63 138 36 14
49 1,169 1,660 478 21
7 169 140 72 6
2 46 140 26 38
5 110 160 66 14
15 377 525 131 24
5 114 245 68 3
3
8
53
169
98
580
31
95
1
109
7 166 240 78
5 113 170 67
3 63 125 36 43
3,420 3,390 972
11 226 550 135 166
8,405 975 32,985 43,845 15,215 3,490
(8,405) 154 2,538 3,055 876 272
18,212 870 32,913 49,148 16,740 16,758
(18,212) 439 8,268 11,697 3,792 4,266
152 5,651 5,640 266

5 Additional tables appended to the Notes to the Financial Statements

List of properties

Amounts in €k

Property Property Net Carrying amount Purchases and other Write-backs and
reversals of
impairment
type (*) code Address 31/12/2022 Increases losses
2 0293 Rm - Roma - Roma - Via Ciro Menotti 24 761
2 0469 Rm - Roma - Via Aladino Govoni, 24/43 58,095 1,606
2 2172 Rm - Roma - Via Castellini, 13 634
3 3061 Rm - Roma - Via Della Cesarina 3 3,590
2 0091 Rm - Roma - Via Paisiello 40 3,680 470
2 0145 Rm - Roma - Via R.Da Forli' 4 81
2 0090 Rm - Roma - Via Tevere 31 437 238
3 0524 Rm - Roma - Via Tor Carbone - Parco Appia Antica Snc 8
3 2171 Rm - Roma - Via Tor Di Quinto Snc 421
1 0440 Na - Napoli - Centro Direzionale Lotto C2 5,134 50
2 0440 Na - Napoli - Centro Direzionale Lotto C2 307 16
3 2213 Sa - Vietri Sul Mare - Via Vietri Snc
2 0047 Ch - Chieti - Viale Europa 43 65
2 0077 Le - Lecce - Via Cesare Battisti 28 73
1 0012 Rc - Reggio Calabria - Via Ibico 1 386 32
2 4369 Tp - Marsala - Via Salemi 15 78
2 4362 Me - Messina - Via Xxvii Luglio 195 1,835 2
1 1004 Ct - Catania - Corso Italia 72 681 5
2 0338 Ct - Catania - Sicilia 48/56 - Rizzo 29 - Puccini 28 2
1 0042 Ct - Catania - Via Del Bosco 298/A
2 0042 Ct - Catania - Via Del Bosco 298/A 54
1 0233 Ct - Catania - Via G. Castorina 43 69
1 0002 Ct - Catania - Via Torino 73 554 213
3 2216 Ct - Vizzini - Podere Maguli Snc 8
1 1003 Ca - Cagliari - Viale Diaz 29 1,225 14
2 3020 Ca - Villasimius - Localita' Campulongu Snc 5,123
2 0486 Ot - Tempio Pausania - Via S. Lorenzo 21 41
3 0557 Es - Estero - Lago Esperanza De Alicudia
GRAND TOTAL 1,139,447 44,717
TOTAL PROPERTY FOR CORPORATE BUSINESS 486,659 28,995
TOTAL PROPERTY FOR USE BY THIRD PARTIES 641,412 15,722
TOTAL OTHER PROPERTY 9,096
TOTAL OTHER PROPERTY RIGHTS 2,279
FIXED ASSETS IN PROGRESS AND PAYMENTS ON ACCOUNT

(*) Property type

1 = Property for corporate business

2 = Property for use by third parties

3 = Other property

4 = Other property rights

5 = Fixed assets in progress and payments on account

Transfers
between usage
Sales and other Value Depreciation for Net Carrying
amount
Current value Total Total
classes decreases adjustments the year 31/12/2023 31/12/2023 Total depreciation write-backs write-downs
761 970 825
1,354 58,346 61,600 3,999
302 24 308 615 172 83
3,590 3,590 1,273
114 4,036 4,410 170 211
4 77 222 43 24
14 661 650 21
8 17
421 1,180
(1,893) 209 3,083 2,801 1,598
1,893 30 2,186 1,999 1,139
3 62 265 35 46
3 69 370 39 52
20 397 470 278 17
3 75 103 34 28
96 1,741 1,980 1,640 3,674
43 644 1,740 778 60
2 5 1
53 1
12 57 460 349 14
83 683 2,090 2,165
8
58 1,181 2,195 761 32
183 4,940 4,960 1,434 15,265
2 39 69 23
2 11
6,626 36,689 1,140,849 1,353,128 428,604 68,965 95,848
26,886 1,066 17,879 523,596 609,830 234,851 54,027 13,869
(27,020) 5,552 18,810 605,751 730,839 193,403 14,938 79,593
135 8 9,223 10,493 2,386
2,279 1,965 350

  1. Statement on the

Financial Statements in

of CONSOB Regulation no. 11971 of 14 May 1999

  • -
    -

-

-

-

  1. Board of Statutory

Auditors' Report

Report of the Board of Statutory Auditors to the Shareholders' Meeting of UnipolSai Assicurazioni S.p.A., prepared pursuant to Art. 153 of Legislative Decree no. 58/1998

Dear Shareholders,

In the year ending 31 December 2023, the Board of Statutory Auditors carried out the activities within its competence, also acting as Internal Control and Audit Committee, pursuant to the applicable legal and regulatory provisions6 , taking into account the Rules of Conduct of the Consiglio Nazionale dei Dottori Commercialisti e degli Esperti Contabili (National Institute of Chartered Accountants), the communications issued by CONSOB at this regard (in particular, communication no. DEM/1025564 of 6 April 2001 as amended), as well as the instructions laid out in the Corporate Governance Code for listed companies ("Corporate Governance Code").

In compliance with Art. 153 of Italian Legislative Decree no. 58 of 24 February 1998 ("Consolidated Law on Finance" or "TUF"), the Board of Statutory Auditors therefore reports on its supervisory activity.

1. Activities of the Board of Statutory Auditors in the financial year ending 31 December 2023

In 2023, the Board of Statutory Auditors exercised its supervision, holding 19 meetings, which had an average length of approximately one hour and forty minutes.

The Board of Statutory Auditors also took part in:

  • the 8 Meetings of the Board of Directors;
  • the 15 meetings of the Control and Risk Committee;
  • the 13 meetings of the Committee for Transactions with Related Parties ("Related Party Transactions Committee");
  • the 3 meetings of the Remuneration Committee,
  • the 4 meetings of the Appointments, Governance and Sustainability Committee;
  • the 4 induction sessions. For the topics covered in these in-depth analyses, please refer to the Annual Report on corporate governance and ownership structures for 2023 (the "Governance Report").

As part of its activities aimed at the mutual exchange of information between the bodies and functions involved in the internal control and risk management system, the Board of Statutory Auditors also met with:

  • the Chief Risk Officer and the Heads of Audit, of the Compliance and Anti-Money Laundering Function (jointly, "Control Functions"), and the Head of the Actuarial Function (jointly with the Control Functions, "Key Functions"), the Manager in charge of financial reporting ("Financial Reporting Officer"), as well as the Heads and/or representatives of the company functions each time involved by the supervisory activities of the Control Body;
  • the Managers of the UnipolSai Previdenza Open Pension Fund and the Unipol Futuro Presente and UnipolSai Previdenza Futura Individual Pension Plans (the "Open Pension Fund" and the "Individual Pension Plans") established by UnipolSai;
  • the Supervisory Board established pursuant to Italian Legislative Decree no. 231 of 8 June 2001 ("Italian Legislative Decree no. 231/2001"), Art. 6, paragraph 1, letter b);
  • the representatives of the independent auditors, EY S.p.A. (hereinafter also "EY" or "Independent Auditors"), within the framework of relationships between control body and independent auditors required by laws and regulations in force.

6

In particular, please refer to Regulation no. 38 issued by IVASS on 3 July 2018.

Pursuant to Art. 151 of the Consolidated Law on Finance, the Control Body has also had meetings and/or exchanged information with the Boards of Statutory Auditors of the subsidiaries.

2. Most significant economic, financial and equity transactions. Other noteworthy events

2.1 Activity performed by the Board of Statutory Auditors

Pursuant to the reference laws and regulations in force, the Board of Statutory Auditors describes below the outcomes of its control and audit activity. It therefore acknowledges that it has:

  • monitored compliance with laws and by-laws and compliance with the rules of proper administration, particularly with regard to the most significant economic, financial and equity transactions mentioned here;
  • obtained information from the Directors also by attending the meetings of the Board of Directors and the Board Committees - on the activity carried out and on the most significant economic, financial and equity transactions performed by UnipolSai Assicurazioni S.p.A. ("UnipolSai" or "Company"), including through direct or indirect subsidiaries. Based on the information made available, the Board of Statutory Auditors reasonably believes that the activities and transactions approved and carried out comply with laws, by-laws and rules of proper administration and do not appear to be manifestly imprudent or risky, or in contrast with the resolutions adopted by the Shareholders' Meeting, or able to jeopardise the integrity of the company assets. In addition, transactions involving a potential conflict of interests were approved in compliance with laws, regulations and codes of conduct adopted.

The Board of Statutory Auditors also confirms having:

  • received adequate disclosure of the effects on operating performance deriving from the global macroeconomic context, characterised by persistent inflation, albeit down compared to the peak rates of 2022, the gradual stabilisation of commodity prices and the adaptation of supply chains, despite a context of considerable uncertainty and difficulty that has seen the outbreak of new military conflicts;
  • acknowledged that, despite the adverse context generated by the combination of geopolitical tensions, high inflation, restrictive monetary policies and exceptionally serious weather events, which made 2023 one of the most complex years for the insurance sector at global level, UnipolSai maintained a high level of capital strength and a Solvency Ratio of 313%.

2.2 Main significant events

With regard to the main events and the most significant economic, financial and equity transactions carried out by the Company in 2023, the Board of Statutory Auditors reports as follows:

UnipolSai - Participation in the Eurovita S.p.A. rescue operation. On 29 June 2023, the Board of Directors of UnipolSai approved the Company's participation in the rescue operation scheme to protect policyholders of Eurovita S.p.A. ("Eurovita"). Participating with UnipolSai are Allianz S.p.A., Assicurazioni Generali S.p.A., Intesa Sanpaolo Vita S.p.A. and Poste Vita S.p.A. ("Allianz", "Generali", "Intesa Sanpaolo Vita", "Poste Vita", respectively, jointly referred to as the "Companies"). For that purpose, the Companies established a NewCo, which after receiving authorisation by IVASS to carry out insurance activities was renamed Cronos Vita Assicurazioni S.p.A. ("Cronos Vita"). At 31 December 2023, the share capital of Cronos Vita amounted to €60m and was subscribed in equal shares of 22.5% by UnipolSai, Generali Italia, Intesa Sanpaolo Vita and Poste Vita, with Allianz subscribing the remaining 10%. The total payments made by UnipolSai in favour of Cronos Vita amounted to €49.5m. With effect from 30 October 2023, Eurovita transferred a company complex to Cronos Vita comprising the entire portfolio of Eurovita policies, placed under compulsory administrative liquidation on 27 October 2023. Cronos Vita is managing the run-off of this portfolio for the time strictly necessary (i) for the precise identification of the distinct business units making up the company complex to be assigned to the Companies and (ii) the subsequent transfer of these units to them (or, subject to the approval of the banks involved in the transaction, to their subsidiaries). The contractual deadline established for completing the transfer of the business units to the Companies is 24 months from the effective date of the transfer to Cronos Vita of the business unit, without prejudice to any delays caused by objective technical or authorisation issues. However, it is expected that by the end of 2024 the Companies will define the agreements to identify the complexes to be transferred and the related conditions, so as to be able to start the authorisation process and the detailed technical activities required for migration of the portfolios.

UnipolSai - Integration of SIFÀ - Società Italiana Flotte Aziendali S.p.A. into UnipolRental S.p.A. On 23 March 2023, the Board of Directors of UnipolSai approved an industrial project in the long-term rental business which, inter alia, called for the integration via merger by incorporation of SIFÀ - Società Italiana Flotte Aziendali S.p.A. (a company belonging to the BPER Group) into UnipolRental S.p.A. ("UnipolRental"). This project is part of the Beyond Insurance Enrichment strategic guideline, Mobility ecosystem, of the 2022-2024 Business Plan and aims to create an operator of national significance in the long-term rental sector. On finalisation of the merger, effective from 1 July 2023, BPER Banca S.p.A. ("BPER Banca") assumed a 19.987% interest in UnipolRental share capital whilst the remaining 80.013% was retained by UnipolSai.

UnipolSai - Acquisition of Società e Salute S.p.A., a company operating in the private healthcare sector under the brand name "Centro Medico Santagostino". On 3 April 2023, UnipolSai acquired the entire share capital of Società e Salute S.p.A. ("Società e Salute"), a company operating in the private healthcare sector under the brand name "Centro Medico Santagostino", from the L-GAM investment fund. The company holds a 100% interest in Santagostino Servizi e Prodotti S.r.l., specialised in the sale of sanitary items such as eyewear and hearing aids. The acquisition was arranged as part of the Beyond Insurance strategic guideline of the 2022-2024 Business Plan. At the end of 2023, Santagostino operated 38 health centres in Italy.

Società e Salute - Merger by incorporation of Centri Medici Dyadea S.r.l. On 21 September 2023, the Boards of Directors of Società e Salute and Centri Medici Dyadea S.r.l. ("Dyadea") approved the plan for Dyadea's merger by incorporation into Società e Salute. The merger is part of a broader industrial and strategic project for the reorganisation of the Unipol Group to simplify its corporate structure, centralising all healthcare facilities into a single corporate vehicle in order to standardise processes and business procedures and, also, create economies of scale and industrial synergies. The merger plan was approved by the Shareholders' Meetings of the two companies on 10 October 2023.

UnipolSai - Merger by incorporation of UnipolRe DAC into UnipolSai. The Boards of Directors of UnipolRe DAC ("UnipolRe") and UnipolSai, which met on 20 and 23 March 2023 respectively, approved the merger by incorporation of the Irish subsidiary UnipolRe into UnipolSai, to be completed subject to authorisation by the competent Supervisory Authority. The transaction aimed to (i) simplify the organisational structure of the Unipol Group; (ii) strengthen governance by Unipol Group structures; (iii) optimise investment allocation; (iv) pursue cost synergies; and (v) optimise fungibility and capital absorption. The deed of merger, signed on 14 December 2023, was entered in the Register of Companies held by the Bologna Chamber of Commerce on 20 December 2023 and effective from 31 December 2023. The completion of this transaction has no accounting effects on the consolidated financial statements as UnipolRe is a wholly-owned subsidiary of the merging company UnipolSai.

UnipolSai - Sale to UniCredit S.p.A. of the equity investment held in Incontra Assicurazioni S.p.A. - On 30 November 2023, the contract signed on 7 July 2023 relating to the sale to Unicredit S.p.A. by UnipolSai of the equity investment held in Incontra Assicurazioni S.p.A. ("Incontra"), equal to 51% of the share capital, became effective. The transaction was envisaged in the 2022-2024 Business Plan, whose projections already took into account the proposed sale. Taking into consideration the net income from the sale, amounting to €23m, and the final result prior to the sale, the contribution of Incontra to the consolidated profit (loss) for 2023 was €48m.

"UniSalute 2.0 Project". As envisaged in the 2022-2024 Business Plan, at the beginning of 2023 - after a pilot phase - the "UniSalute 2.0 Project" was fully launched and will see UniSalute S.p.A. ("UniSalute") as the only product factory for the Health class. Therefore, in 2023 the existing portfolio was gradually replaced with new UniSalute products. The project was also extended to the banking channel: after the pilot phase carried out on the Banco di Sardegna S.p.A. branches (a bank in the BPER Group), on 9 January 2023 the offer of ACUORE health policies under the UniSalute brand was also launched at all branches of BPER Banca and BPSO. UniSalute therefore also takes over from Arca Assicurazioni S.p.A., with the aim of becoming the Group's only healthcare sector carrier across all sales channels.

UnipolReC S.p.A. - Cancellation from the Register of financial intermediaries (Art. 106, Consolidated Law on Banking). On 7 February 2023, acknowledging that - following the sale en bloc without recourse of the entire loan portfolio by UnipolReC S.p.A. ("UnipolReC") to AMCO – Asset Management Company S.p.A., pursuant to Art. 58, Italian Legislative Decree no. 385 of 1 September 1993 ("Consolidated Law on Banking" or "TUB"), on 14 December 2022 - continuation of the financial intermediation activities pursuant to Art. 106 of the Consolidated Law on Banking no longer satisfies the interests of the Unipol Group, the Board of Directors of UnipolReC resolved, among other things, on the proposal to adopt a new corporate purpose with consequent waiver of exercise of the activity reserved to it pursuant to Art. 106 of the Consolidated Law on Banking. The proposal was approved by the Shareholders' Meeting of UnipolReC subject to Bank of Italy issue of the authorisation required by Bank of Italy Circular no. 288 of 3 April 2015. The company was struck from the Register of Financial Intermediaries on 11 December 2023.

Trade union agreement regarding Personnel and access to the Solidarity Fund. In October 2022, UnipolSai and its Italian subsidiary insurance companies signed trade union agreements on voluntary early retirement arrangements for the employees of those companies that meet pension requirements by 2027. Pursuant to these agreements, terminations of employment were spread over the period between 31 December 2022 and 31 December 2023, with a prevailing concentration in three windows according to the time frame in which the relevant pension entitlement accrues. A total of 912 employees terminated their employment contracts by mutual agreement. In addition, in December 2022, a trade union agreement was signed on pre-retirement arrangements for executive personnel who will meet pension requirements due to either the number of years of contributions or age by 31 December 2027. At 31 December 2023, 9 UnipolSai executives and one Gruppo UNA S.p.A. executive had subscribed to the plan.

More information on these transactions and additional events is provided in the Management Report and the Notes to the Financial Statements at 31 December 2023.

2.3 Significant events after the end of the financial year

With regard to the significant events occurred after the end of the financial year, the Board of Statutory Auditors believes the following should be mentioned:

Unipol Group corporate rationalisation project. At the meeting of 15/16 February 2024, the Board of Directors of the Company approved a corporate rationalisation project to be carried out through the merger by incorporation (the "Transaction" or "Merger") of UnipolSai, as well as Unipol Finance S.r.l., UnipolPart I S.p.A. and Unipol Investment S.p.A., companies wholly owned by Unipol that hold investments in UnipolSai (the "Intermediate Holding Companies") into the holding company Unipol Gruppo S.p.A. ("Unipol"). The Merger swap ratio, determined by the administrative bodies of Unipol and UnipolSai, is 3 Unipol shares for every 10 UnipolSai shares7 . As part of the Transaction, Unipol also announced a voluntary public purchase offer (the "Offer") on all ordinary UnipolSai shares not held directly or indirectly by Unipol. Unipol will pay each subscriber a consideration of €2.700 per share subscribed to the Offer8 .

The Transaction will involve the rationalisation of the Unipol Group corporate structure, at the same time simplifying the joint management decision-making processes and Group governance, allowing UnipolSai shareholders not subscribing to the Offer to: (i) remain shareholders of one of the leading Italian insurance companies, listed on regulated markets, which will also act as parent company of the Unipol Group, in line with domestic and international best practices, (ii) hold a share characterised by a degree of liquidity significantly higher than that of the UnipolSai share and (iii) increase their investment in the capital of the Group's bancassurance business partners (BPER and Banca Popolare di Sondrio), with benefits in terms of expected profitability and diversification in relation to revenue sources and to risk factors.

2.4 Dispute proceedings

With regard to disputes involving the Company in 2023, the Board of Statutory Auditors was informed and kept up to date in relation to the ongoing sanction and legal proceedings, described in the Notes to the Financial Statements at 31 December 2023, to which reference is made.

2.5 Related-party and inter-company transactions. Atypical and/or unusual transactions

In compliance with the provisions of the Regulation indicating provisions with regard to transactions with related parties adopted by CONSOB with resolution no. 17221 of 12 March 2010 as subsequently amended ("Consob Regulation"), the Company set out a Procedure for transactions with related parties ("RPT Procedure"), last updated on 23 June 2022, and an Operating Guide for its application.

7 8

The swap ratio was calculated net of the expected Unipol and UnipolSai dividend distributions for 2023.

The consideration is to be understood as cum dividend, i.e. inclusive of coupons relating to any dividends paid by UnipolSai.

The Board of Statutory Auditors monitored the transactions with related parties to ensure they met the criteria of substantive and procedural correctness, pursuant to the aforementioned reference provisions and the internal procedure adopted, and that they were in keeping with the Company's interest, focusing in particular on the following transactions, classified as of greater importance pursuant to the Consob Regulation and RPT Procedure:

  • merger by incorporation of SIFÀ (BPER Group) into UnipolRental, with the allocation to BPER of a minority interest of 19.987% of the share capital of the company resulting from the merger ("Combined Entity") in exchange for the shares held in SIFÀ. As mentioned in the above section on significant events in 2023, to which reference should be made for more details, the transaction is part of the long-term rental business project which also envisages a commercial cooperation agreement between the Combined Entity and BPER. As part of the transaction, loans were disbursed to the Combined Entity by BPER, Unipol and UnipolSai;
  • subsequent disbursement by UnipolSai to the Combined Entity of an interest-bearing unsecured loan of up to a maximum €450m;

as well as transactions of lesser importance, verifying the fairness of the procedure adopted for investigation and decision-making purposes, including its compliance with laws and regulations in force and with internal regulations, by reviewing available documentation and attending meetings of the Related Party Transactions Committee and the Board of Directors.

The Board of Statutory Auditors also supervised the compliance with reference regulations of the Merger, which, given the investment relations in place, qualifies as a "transaction of greater importance with related parties" pursuant to the Consob Regulation and the RPT Procedure. In particular, the Board attended all meetings of the Related Party Transactions Committee and the Board of Directors, verifying the procedural and substantial fairness of the Transaction.

The Board of Statutory Auditors also reviewed the transactions exempt from the application of the aforementioned internal procedure, verifying the correctness of the valuations made at this regard.

The Management Report and the Notes to the Financial Statements of the Company show the income statement and balance sheet effects of the transactions with related parties and provide a description of the most significant relations. Additional information is also provided in the Management Report and the Notes to the Consolidated Financial Statements.

With regard to the provisions issued by IVASS with Regulation no. 30 of 26 October 2016 regarding inter-company transactions and risk concentrations, the Board verified that the Policy adopted by the Company on the matter ("Intercompany Policy") complies with these provisions, also taking into account its annual update and the Operating Guide for the application of the aforementioned Policy. The supervisory activity performed by the Control Body has also shown that the transactions with counterparties within the Group were carried out in compliance with the Intercompany Policy and settled at market conditions.

With regard to the overall context of inter-company transactions and/or transactions with related parties put in place during the 2023 financial year, please note that the Board of Statutory Auditors believes that the outsourcing agreements in place between UnipolSai and the Parent Unipol, as well as with other Group companies, comply with the applicable sector regulations.

With regard to relations between UnipolSai and the Group companies, as well as other related parties, the Control Body believes the disclosure provided in the Management Report and in the Notes to the Financial Statements at 31 December 2023 to be adequate.

Lastly, it was verified that no atypical or unusual inter-company transactions and/or transactions with related parties were identified that might cast doubt on the accuracy and completeness of the information, the absence of conflicts of interest and the safeguard of corporate assets.

3. Organisational structure of the Company

The Board of Statutory Auditors has acknowledged that:

  • UnipolSai is subject to management and coordination by the Parent Unipol, pursuant to Art. 2497 et seq. of the Italian Civil Code;

  • pursuant to sector regulations, in compliance with IVASS Regulation no. 38 of 3 July 2018, and taking into account the qualitative and quantitative parameters indicated in the Letter to the market issued by IVASS on 5 July 2018, the Company has adopted the "enhanced" corporate governance model;
  • in compliance with the provisions set forth in the Corporate Governance Code, UnipolSai is qualified as a "large company", as its capitalisation exceeded €1bn on the last trading day of each of the last three calendar years, with "concentrated ownership", as Unipol holds the majority of the votes that may be exercised in the Ordinary Shareholders' Meeting.

It also recalled that, as reported in the Governance Report:

  • UnipolSai has chosen to adopt a "traditional" management and control system, which provides for the presence of a Board of Directors (which works with the support of Board Committees with proposal, advisory, investigation and support functions) and a Board of Statutory Auditors (with control functions), both appointed by the Shareholders' Meeting;
  • the independent audit of the accounts for the 2021-2029 nine-year period was assigned to EY by the Shareholders' Meeting of 17 April 2019,

the Board of Statutory Auditors acknowledged the organisational structure adopted and was informed of the changes that occurred from time to time in the internal structure of UnipolSai and its subsidiaries, monitoring its suitability, for matters within its competence.

In this regard, it is noted that some internal company committees have been set up, mainly consisting of the Heads of UnipolSai's Top Management, with the task of supporting the Chief Executive Officer in the implementation and monitoring of the policies of direction, coordination and operational strategy defined by the Board of Directors and implemented by the Top Management itself.

In view of the above, based on the information acquired, the Board believes the size, structure and positioning of the Company's Key Functions to be appropriate to guarantee the effective operation of the internal control and risk management system as a whole.

The Board of Statutory Auditors also acknowledged the provisions issued by the Company to its subsidiaries, pursuant to Art. 114, paragraph 2 of the Consolidated Law on Finance, to ensure the timeliness of the information needed to fulfil the communication obligations provided by the law and by Regulation (EU) no. 596/2014 of the European Parliament and of the Council of 16 April 2014, also through meetings with the heads of the relevant company functions and the Independent Auditors. No particular issues worth reporting were brought to light by these activities.

The Control Body exchanged information, also through specific meetings, with the Boards of Statutory Auditors of the subsidiaries, pursuant to Art. 151 of the Consolidated Law on Finance, being informed about the checks that were carried out by the same while exercising their supervisory activities. In this regard, no issues worth reporting were brought to light. The Control Body in turn made a similar report to the Board of Statutory Auditors of the parent Unipol.

4. Internal control and risk management system, administrative/accounting system and financial disclosure process

4.1 Internal control and risk management system

The internal control and risk management system is a key element in the overall system of governance. It consists of a set of rules, procedures and organisational structures for the purpose of actual, effective identification, measurement, management and monitoring of the main risks, in order to contribute to the sustainable success of the companies. In particular, this system aims at ensuring:

  • the effectiveness and efficiency of corporate processes;
  • the identification, assessment, also forward-looking, management and appropriate control of risks, in line with the strategic guidelines and risk appetite of the company, also from a medium/long-term perspective;
  • the prevention of the risk that the Company be involved, even unintentionally, in illegal activities, in particular those related to money laundering, usury and terrorist financing;

  • the prevention and correct management of the potential conflicts of interest with related parties and/or intra-group counterparties, as identified by the reference legal and regulatory provisions;
  • the verification that corporate strategies and policies are implemented;
  • safeguarding of company asset values, also in the medium to long term, and proper management of assets held on behalf of customers;
  • reliability and integrity of information provided to corporate bodies and the market, with particular reference to accounting and operational information, and of IT procedures;
  • adequacy and promptness of the corporate data reporting system;
  • compliance of the Company's business activities and transactions executed on behalf of customers with the law, supervisory regulations, corporate governance regulations and the internal measures adopted.

The guidelines of the internal control and risk management system are laid out in the Group Directives on the corporate governance system ("Directives"), approved by UnipolSai's Board of Directors, most recently updated on 21 December 2023, which among other things govern the role and responsibilities of the parties involved in this system. The Directives are complemented by the Key Function Policies. The coordination procedures and information flows between the parties involved in the internal control and risk management system are described in the aforementioned Key Function Policies, as well as in the Regulations of the board committees. The Company has also set up internal regulations laying out policies and guidelines as well as specific operating procedures.

The principles of the internal control and risk management system as a whole and its processes are governed by, among others, the following Group policies: "Risk Management Policy", "Sustainability Policy", "Current and Forward-looking Internal Risk and Solvency Assessment Policy", "Operational Risk Management Policy" and "Group-level Risk Concentration Policy". The policies setting the principles and guidelines below are an integral part of the risk management system with regard to: (i) management of specific risk factors (e.g. the "Group Investment Policy" ("Investment Policy") with regard to market risk, and the "Credit Policy" for credit risk), (ii) risk management as part of a specific process, (iii) risk mitigation and (iv) risk measurement model management.

The risk management system provides appropriate understanding of the nature and significance of risks to which the Group and the individual companies, including UnipolSai, are exposed and is an integral part of business management.

The identification, evaluation and monitoring of the risks are carried out on ongoing basis to take into account the changes occurred both in the nature and size of the business and in the market context, and whether new risks arise or the existing ones change and are processes carried out according to procedures that guarantee an integrated approach at Group level.

The Parent Unipol ensures that the risk management policy is implemented consistently and continuously within the entire Group, taking into account the risks of each company in the scope of group supervision and their mutual interdependencies, with reference to the provisions laid out in Articles 210 and 210ter, paragraphs 2 and 3 of the Private Insurance Code ("CAP"). The principle of proportionality continues to apply, based on the nature, extent and complexity of the risks inherent in company activities carried out by the various Group companies.

The system also includes a process allowing the internal reporting of violations of national or EU regulatory provisions, which are harmful to the public interest or the integrity of the entity, and of which whistleblowers have become aware in the working context, ensuring confidentiality of the whistleblower's identity and protecting against any retaliatory conduct following the report. It is formalised in the Whistleblowing Procedure approved by the Board of Directors most recently on 28 September 2023.

For more details on the main characteristics of the internal control and risk management system adopted by the Company, please refer to the Governance Report.

In this context, the Board of Statutory Auditors constantly monitored the suitability of the internal control and risk management system and the administrative/accounting system, and the latter's ability to correctly represent operating events. To do so, it has relied on (i) the information collected from the heads of the respective functions, (ii) the review of company documents, (iii) the analysis of the audit plans and the results of the audits carried out by the independent auditing firm and the internal control bodies and functions.

7 Board of Statutory Auditors' Report

In addition, the activities performed by these company functions were reviewed to verify their suitability and to assess the effective operation of the overall internal control and risk management system. This was done by directly reviewing the activities carried out by the Key Functions and the Financial Reporting Officer and by taking part in the meetings of the Control and Risk Committee. Based on the audits carried out to fulfil its supervisory obligations, the Control Body did not identify issues worth reporting in this regard. The Board also believes that the Key Functions and the Financial Reporting Officer are able to ensure a suitable control of the internal control and risk management system.

As part of its supervision of the internal control and risk management system, the Board of Statutory Auditors has, among other things, paid specific attention to Information Technology aspects, with special reference to the issues concerning cyber-security, reviewing the related risk aspects through meetings with the Chief Information Officer, carried out at the time of the regular meetings of the Control and Risk Committee. Based on the outcomes of the above mentioned analyses, the Board of Statutory Auditors considers the risk related to all aspects of cyber-security to be adequately monitored.

The Board of Statutory Auditors also verified the activities carried out by the Company in the process of compliance with Regulation (EU) no. 2016/679 of 27 April 2016 regarding personal data protection by evaluating the compliance of the organisational controls introduced with the regulation governing personal data protection.

4.2 Administrative/accounting system and financial disclosure process

The Governance Report describes the main characteristics of the control model adopted to support the Financial Reporting Officer in the assessment of the suitability and effective application of the administrative procedures relating to accounting and financial reporting, based on a process inspired by the CoSo Framework, recognised as the reference standard for the implementation and assessment of internal control systems.

The risk management and internal control process in the context of financial disclosures implemented by UnipolSai, defined on the basis of specific guidelines identified in compliance with the above mentioned standard, is articulated over several phases, whose details are reported in the Report on the internal control system relative to accounting and financial disclosures in compliance with the "savings law" (the "262 Report"). This Report reflects the characteristics of the control system implemented and the results of the data verification and monitoring activity carried out by the relevant corporate units, on the outcome of which the Chief Executive Officer and the Financial Reporting Officer signed the statements required by Art. 154bisof the Consolidated Law on Finance.

The Board of Statutory Auditors reviewed the contents of the 262 Report and monitored, through meetings with the Financial Reporting Officer and the Independent Auditors, the process of preparation and dissemination of financial information. In particular, no significant shortcomings relating to the internal control system for financial and/or accounting disclosures were highlighted by the additional report ("Additional Report") prepared by EY pursuant to Art. 11 of Regulation (EU) no. 537/2014 of the European Parliament and Council ("Regulation (EU) no. 537/2014").

The Board also monitored, for matters within its competence, compliance with legal provisions concerning the drafting of the Financial Statements and the contents of the Management Report, which are believed to be exhaustive. Taking into account that - pursuant to Art. 14 of Italian Legislative Decree no. 39 of 27 January 2010, as amended by Italian Legislative Decree no. 135 of 17 July 2016 ("Italian Legislative Decree 39/2010") - the Independent Auditors state in their report, among other things, that the Management Report is consistent with the Financial Statements and complies with legal provisions, the Board of Statutory Auditors verified that the report issued by EY has not brought to light findings in this respect.

Also considering that, in implementation of the so-called Transparency Directive9 , which requires issuers whose securities are listed on regulated markets of the European Union to prepare the annual financial report in a single electronic communication format, with the technical procedures governed by European Commission Delegated Regulation no. 2019/815 of 17 December 2018 (the "ESEF Regulation") and in compliance with the latter Regulation, the Separate Financial Statements and the Consolidated Financial Statements of UnipolSai have been prepared and published in XHTML format (Extensible Hypertext Markup Language), also marking up some information elements of the Consolidated Financial Statements with XBRL (Extensible Business Reporting Language) specifications with the aim of further increasing the accessibility, analysis and comparability of the data contained therein. In accordance with the specific provisions of the ESEF Regulation, the Company's Consolidated Financial Statements contain the mark-up of numerical data reported in the statement of financial position, income statement, comprehensive income statement, statement of changes in shareholders' equity and statement of cash flows, as well as the information elements identified in Annex II of the ESEF Regulation if these are reported in the explanatory notes.

The Board of Statutory Auditors verified fulfilment of the aforementioned obligations as part of its duties in relation to compliance with the pro tempore regulations in force and, in this context, acknowledged the content of certain information contained in the explanatory notes that, when extracted from the XHTML format in an XBRL instance might not be reproduced in a manner identical to the corresponding information displayed in the consolidated financial statements in XHTML format, due to certain technical limitations recognised by ESMA in its published ESEF Reporting Manual, and which may therefore cause difficulties in the readability of the extracted information. The same circumstance is illustrated by the Independent Auditors in the paragraph concerning the opinion of compliance of the Consolidated Financial Statements with the ESEF Regulation.

4.3 Disclosure of non-financial information

With respect to the obligations laid out by Italian Legislative Decree no. 254 of 30 December 2016, on the disclosure of non-financial and diversity information by some large-scale companies and groups, the Board of Statutory Auditors verified that UnipolSai is not subject to this obligation as it falls into one of the cases of exemption and equivalence laid out in Art. 6, paragraph 2, being a subsidiary company included within the Consolidated Non-Financial Statement prepared by the Parent, Unipol.

5. Other activities carried out by the Board of Statutory Auditors

Taking into account the fact that the Company complies with the Corporate Governance Code, the Board of Statutory Auditors has assessed, within the area of its competence, the content of the Governance Report and has no remarks to make in this regard. Referencing the provisions of Art. 123bis of the Consolidated Law on Finance on the opinion of consistency that the independent auditors must provide on certain information included in the aforementioned Governance Report, the Control Body verified that the Independent Auditors' Report accompanying the Financial Statements at 31 December 2023 ("Independent Auditors' Report") issued by EY contained no findings in this regard.

The Board of Statutory Auditors acknowledged that the Administrative Body completed the annual assessment of its functioning, size and composition, also in relation to the board committees (the "Board Performance Evaluation"), with support from a leading consultancy company, and the assessment of its adequate collective composition pursuant to Art. 11, Ministerial Decree no. 88 of 2 May 2022 ("Decree 88/2022"). It also checked the proper application of the criteria and procedures adopted by the Board of Directors to assess the independence of non-executive directors, in compliance with provisions of the Corporate Governance Code and in accordance with Art. 147ter, paragraph 4 of the Consolidated Law on Finance.

In line with the Fit&Proper Policy adopted by the Company and with the recommendations of Conduct Principle Q.1.7. of the Consiglio Nazionale dei Dottori Commercialisti e degli Esperti Contabili (National Institute of Chartered Accountants), the Control Body - relying on the support of the same consultant used by the Board of Directors for its Board Performance Evaluation - in turn carried out the self-assessment on its composition and functioning, examining and sharing its overall results at the meeting of 6 February 2024.

9 Directive 2004/109/EC, as amended by Directive 2013/50/EU, which harmonises the disclosure obligations to the markets on the part of issuers with real estate assets traded on a European regulated market.

Again in compliance with the Fit&Proper Policy and as envisaged in Art. 11 of Decree 88/2022, the Board of Statutory Auditors also assessed its own adequacy composition which, on the one hand, showed adequate diversification in terms of age and gender, length of time in office and professional experience and, on the other, skills - assessed for each of the Statutory Auditors and then considered collectively - suitable for achieving the objectives referred to in Art. 10 of Decree 88/2022.

The findings pointed to an overall positive picture and full satisfaction with the effectiveness of the work performed by the Board of Statutory Auditors as a whole, as well as the individual contribution provided by each Statutory Auditor.

Lastly, taking into account that on approval of the financial statements at 31 December 2023 the mandate of the Board of Statutory Auditors currently in office will expire, in compliance with Decree 88/2022, the Code of Conduct for Boards of Statutory Auditors of listed companies and the Fit&Proper Policy, the "Advice to Shareholders on the composition of the Board of Statutory Auditors for the three-year period 2024-2026", already published on the Company's website, in which Shareholders are invited to adopt resolutions regarding renewal of the body, for all candidates taking care to preserve the distinctive characteristics represented by expertise in financial markets, internal control and risk management systems and full command of accounting and financial disclosure. Adequate diversification and the complementary nature of profiles within the body are also considered fundamental, with the aim of facilitating dialogue and its efficient functioning, as well as the emergence of multiple approaches and perspectives in analysis of the issues addressed. Given the gradually increasing importance assumed by ESG aspects in the Company's activities, specific skills in the area of sustainable finance are also pivotal in defining the optimal qualitative composition.

The Control Body also confirmed that the independence requirements of its members were met, pursuant to the provisions of Recommendation no. 9 of the Corporate Governance Code and in compliance with Art. 3.2.3 of the Fit&Proper Policy, and acknowledged the checks carried out by the Board of Directors pursuant to Art. 144novies of the Regulation adopted by CONSOB with Resolution no. 11971 of 14 May 1999 ("Issuers' Regulation") with regard to meeting the independence requirements of Art. 148, paragraph 3 of the Consolidated Law on Finance by members of the Board of Statutory Auditors.

The Board of Statutory Auditors also verified, also by attending meetings of the Remuneration Committee, the corporate processes that have led to the definition of the remuneration policies adopted; no remarks were made on the alignment of these with the recommendations found in the Corporate Governance Code, as well as on its compliance with the current industry laws and regulations.

In addition, the Board of Statutory Auditors, also by attending meetings of the Control and Risk Committee, carried out other audit activities in line with laws and regulations in force for the insurance sector. In particular, the Board of Statutory Auditors verified:

  • the fulfilment of the obligations deriving from anti-money laundering and terrorist financing provisions, pursuant to Italian Legislative Decree no. 231 of 21 November 2007, as amended, as well as current IVASS regulations, also by reviewing the regular information acquired during the meetings with the Head of the Anti-Money Laundering Control Function. No remarks need be made on the organisational unit set up to guarantee the prompt update of the archives and the identification of suspicious transactions;
  • the compliance with the rules that govern the coverage of the technical provisions, with special reference, as regards financial instruments, to their full and free ownership and availability and the non-existence of constraints and the compliance with the criteria defined in the investment policy adopted. In this context, the suitability of the administrative and accounting procedures adopted by the Company to manage the process of measurement of the assets covering the technical provisions was regularly reviewed, together with their representation in the specific register, in the statements attached to the Financial Statements and in those subject to quarterly communication to IVASS;
  • the compliance with the regulatory provisions on the use of derivative financial instruments and the company policies adopted in this regard, by acquiring information regularly also during meetings with the representatives of the Finance Department and by taking part in the meetings of the Administrative Body;

  • the compliance with the provisions on the classification and valuation of the securities portfolio and the compliance with the guidelines adopted by the Company on the allocation of financial instruments to the longterm and short-term segments, in compliance with the pertinent instructions of IVASS, by regularly acquiring information also during meetings with the representatives of the Finance Department;
  • compliance with the provisions issued by the competent Supervisory Authorities, and the internal policies adopted in compliance with the same, in relation to financial management, also with regard to pension products (Open Pension Fund and Individual Pension Plans), with particular reference to investment limits;
  • the correct keeping and data input of the register of complaints, in compliance with the pertinent instructions of IVASS, by reviewing information regularly acquired also during meetings with representatives of the Audit Department.

The Control Body also verified the adoption of policies and processes to monitor and oversee risks connected with the insurance activity by reviewing information regularly acquired, also during meetings with the Chief Risk Officer.

Furthermore, the Board of Statutory Auditors has verified the compliance with regulatory provisions, also in terms of self-regulation, envisaged in the Policy for managing the dialogue with the generality of Investors (the "Dialogue Policy")10 which identifies general rules, management procedures, the main contents and matters subject to dialogue, identifying the interlocutors, the timings and intervention channels between the Company and Investors, respecting equality of information treatment, also in compliance to the company principles and values expressed in the Charter of Values and the Code of Ethics of the Unipol Group.

The Control Body also checked that, at the closing of the financial year, the Company had eligible own funds to cover capital requirements equal to 3.13 times the Solvency Capital Requirement (SCR) and 6.79 times the Minimum Capital Requirement (MCR). The solvency situation of the Company will be subject to a specific disclosure to the market and to IVASS within the term set by the pro-tempore applicable laws and regulations, pursuant to Regulation (EU) 2015/35 (Delegated Acts). The individual solvency capital requirements are calculated on the basis of the Partial Internal Model, which the Company was authorised by IVASS to use from 31 December 2016. For the purposes of the calculation of own funds, the volatility adjustment provided for in Art. 36septiesof the Private Insurance Code is applied.

6. Organisation and Management Model pursuant to Italian Legislative Decree no. 231/2001

The Board of Statutory Auditors acknowledged the inclusion of further cases of offences in the context of Italian Legislative Decree 231/2001, as well as the changes made to those already included in the same, and of the consequent launch by the Company of the preparatory analysis and investigations to the possible adaptation of the Organisation, Management and Control Model, prepared pursuant to Art. 6, paragraph 1, letter a) of the same Decree.

The Board of Statutory Auditors also acquired the necessary information on the organisational and procedural activities carried out in compliance with Italian Legislative Decree 231/2001, through discussion, in the course of regular meetings, with the Supervisory Board in relation to the audit and control activities respectively performed. No facts and/or circumstances worth reporting were brought to light based on the information provided by the Supervisory Board, including that provided in its Annual Report.

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The Dialogue Policy is aimed at all "Investors", understood as current and/or potential Shareholders of UnipolSai, other holders of financial instruments of the Company as well as those who have an interest in the relationship of holding shares, other financial instruments and rights deriving from shares in the share capital, on their own behalf or on behalf of third parties, such as institutional investors and asset managers. The Dialogue Policy therefore pursues the objective or regulating communication and participation opportunities in addition to the Shareholders' Meeting, and the other forms of dialogue that fall among the standard processes performed by the competent managers based on specific company procedures, with a view to ensuring transparency of information, improve investor understanding of corporate strategies, the results achieved and every other financial or non-financial aspect of the Company regarding investment choices, even with regard to ESG factors, promoting the stability of the Shareholders' investments and the Sustainable Success of UnipolSai.

7. Independent audit of the accounts

Pursuant to Art. 19 of Italian Legislative Decree 39/2010, the Board of Statutory Auditors, acting as Internal Control and Audit Committee, is tasked with:

  • informing the Board of Directors of the audited entity of the outcome of the independent audit and sending the Additional Report to this body pursuant to Art. 11 of Regulation (EU) no. 537/2014, together with any remarks;
  • monitoring the financial reporting process and making recommendations or proposals aimed at guaranteeing its integrity;
  • controlling the effectiveness of the internal quality control and corporate risk management systems and, if applicable, of the internal audit, as regards the financial reporting of the audited entity, without violating its independence;
  • monitoring the independent audit of the separate financial statements and consolidated financial statements, taking also into account the results and conclusions of the quality controls performed by CONSOB pursuant to Art. 26, par. 6, of Regulation (EU) no. 537/2014, where available;
  • verifying and monitoring the independence of the independent auditors pursuant to Art. 10, Art. 10-bis, Art. 10 ter, Art. 10-quater and Art. 17 of Italian Legislative Decree 39/2010 and Art. 6 of Regulation (EU) no. 537/2014, in particular as regards the appropriateness of the provision of services other than audit to the audited entity, in compliance with Art. 5 of the same (EU) Regulation.

The Board of Statutory Auditors held regular meetings with representatives of EY, the independent auditors, pursuant to Art. 150, paragraph 3 of the Consolidated Law on Finance and, in relation to the Financial Statements for the year ended 31 December 2023, no significant data or information worth reporting was brought to light.

The Control Body was also informed by the Independent Auditors with regard to the checks carried out by the same on the regular keeping of the company accounts and the proper recognition of operating events in the accounting entries.

The Independent Auditors' Report, prepared according to the guidelines of Art. 10 of Regulation (EU) no. 537/2014, as well as Art. 14 of Italian Legislative Decree 39/2010 and Art. 102 of the Private Insurance Code, does not contain any findings, nor requests for information. In addition, no significant errors were brought to light regarding the Management Report to the Financial Statements at 31 December 2023, nor significant uncertainties relating to facts and circumstances that could give rise to doubts as to the Company's ability to continue to operate as a going concern.

The Board reviewed, acting as Internal Control and Audit Committee, the Additional Report, which has not brought to light issues worth reporting.

Together with the Independent Auditors, the Board has also assessed the proper and consistent use of accounting standards for the purpose of preparing the Consolidated Financial Statements.

Taking into account that - pursuant to Art. 14 of Italian Legislative Decree 39/2010 and Art. 41 of Italian Legislative Decree 127 of 9 April 1991 - the Independent Auditors' Report includes the opinion on the consistency of the Management Report with the Consolidated Financial Statements and on its compliance with legal provisions, the Board of Statutory Auditors - in performing its supervision - exchanged information with EY on the outcomes of the work performed in regard to the Consolidated Financial Statements; no anomalies worth mentioning in this Report were observed.

The Independent Auditors' Report issued by EY on the Consolidated Financial Statements for the year ended 31 December 2023 does not contain findings or requests for information. In addition, no significant errors were brought to light in regard to the Management Report, nor significant uncertainties relating to facts and circumstances that could give rise to doubts as to the Company's ability to continue to operate as a going concern. It also contains the aforementioned paragraph relating to the technical limits characterising the Consolidated Financial Statements in XHTML format.

On the basis of the provisions in Art. 19, paragraph 1, of Italian Legislative Decree no. 39/2010 and of what is indicated in Art. 5, paragraph 4, of Regulation (EU) no. 537/2014, in its role of Internal Control and Audit Committee, the Board has verified and monitored the independence of the Independent Auditors.

In this regard, in early 2023 the Company adopted a specific procedure governing assignment to the Independent Auditors, as well as to its network partners, of services other than statutory audit ("Non-Audit Services"), governing the methods of actual application of the prior approval procedure of Non-Audit Services assignments to the "main" auditor (EY) and/or the "secondary" auditor of the Group (PricewaterhouseCoopers S.p.A.) by the competent Board of Statutory Auditors.

During the year, the Control Body examined in advance proposals for the assignment of Non-Audit Services submitted to it, checking the compatibility of such assignments with the bans pursuant to Art. 5 of Regulation (EU) no. 537/2014, and the absence of potential risks to the independence of the independent auditors deriving from the provision of such services in the light of provisions in Italian Legislative Decree no. 39/2010 (Art. 10 et seq.) and in the Issuers' Regulation (Art. 149bis et seq.). Based on the outcomes of the investigations, the legal requirements being met and considering that the assignments in question do not represent a risk to the independence of the Independent Auditors, the Board of Statutory Auditors approved the assignments.

The fees agreed for the Independent Auditor services are reported in detail in the Notes to the Financial Statements, to which reference is made.

Therefore, the Control Body attests that, based on a review of the annual statement of independence provided by EY and a detailed analysis carried out with the support of the relevant corporate units and the Independent Auditors themselves, taking into account the nature of the assignments conferred to the latter and/or to companies in its network, no evidence or situations were observed suggesting that there is any risk for the independence of the same or grounds for incompatibility pursuant to the applicable laws and regulations in force.

8. Opinions issued by the Board of Statutory Auditors during the year

During the year, the Board of Statutory Auditors issued the opinions, observations and/or statements required by the laws and regulations in force as well as by internal procedures.

9. Complaints pursuant to Art. 2408 of the Italian Civil Code. Omissions, censurable events or irregularities identified, if any

During 2023, the Board of Statutory Auditors received a request classified by the whistleblower as a complaint pursuant to Art. 2408 of the Italian Civil Code, concerning the interpretation of certain contractual clauses relating to a fire and special events policy stipulated by the Company with a public body.

The Board of Statutory Auditors - though not recognising objective and subjective prerequisites in the report in question for its classification as a complaint pursuant to Art. 2408 of the Italian Civil Code - in any event carried out the in-depth analyses deemed appropriate on the work of the competent company units, from which no critical issue or reprehensible fact emerged, providing formal feedback to this effect to the whistleblower.

The Board of Statutory Auditors did not receive any reports from third parties.

Furthermore, as part of the supervisory activity performed by the Board of Statutory Auditors and based on the information obtained from the Independent Auditors, no omissions and/or censurable events and/or irregularities were observed or, in any case, significant events worth mentioning in this Report.

10. Obligation to draft the Consolidated Financial Statements and report of the Control Body

The Board of Statutory Auditors - given that UnipolSai, an issuer of financial instruments listed on regulated markets, as well as an insurance company, draws up the Consolidated Financial Statements pursuant to Art. 154ter of the Consolidated Law on Finance and IVASS Regulation no. 7 of 13 July 2007 ("IVASS Regulation 7/2007"), as amended reports that it has verified that the obligation to draft the Consolidated Financial Statements was fulfilled by the Board of Directors on 21 March 2023.

The Consolidated Financial Statements - composed of: statement of financial position; income statement and comprehensive income statement; statement of changes in shareholders' equity; statement of cash flows as well as explanatory notes to the financial statements - conform to the international accounting standards (IAS/IFRS) issued by the IASB and endorsed by the European Union, with the relevant interpretations issued by IFRIC, according to the provisions of Regulation (EU) no. 1606/2002, in force at the reporting date. The layout conforms to the provisions of IVASS Regulation no. 7/2007, Title III, relating to the layout of the Consolidated Financial Statements of insurance and reinsurance companies required to adopt international accounting standards. The information requested by CONSOB Communications DEM/6064293 of 28 July 2006 and DEM/11070007 of 5 August 2011 is also provided.

As previously highlighted, the Consolidated Financial Statements at 31 December 2023 of UnipolSai were prepared and published, in compliance with the ESEF Regulation, in the XHTML (Extensible Hypertext Markup Language) format, also marking up some economic information with XBRL (Extensible Business Reporting Language) specifications.

In its Report on the Consolidated Financial Statements, the Independent Auditors expressed an opinion on their compliance with the aforementioned Regulation, without prejudice to the previous reference to certain technical limits characterising the Consolidated Financial Statements in XHTML format. In turn, the Board of Statutory Auditors has verified the fulfilment of the above mentioned obligations in the context of the tasks assigned to it with regard to compliance with the applicable pro-temporelaws.

The Consolidated Financial Statements are drawn up on the assumption that the company will continue as a going concern, in application of the rules of accrual accounting, materiality and truthfulness of accounting information, in order to provide a true and fair view of the equity-financial position, economic result and cash flow, in compliance with the principle of the prevalence of the economic substance of transactions over their legal form.

The amendments to the previous international accounting standards concerned the entry into force, with effect from 1 January 2023, of the accounting standard "IFRS 17 - Insurance contracts", and extension of the application of the accounting standard "IFRS 9 - Financial instruments". The "New accounting standards" section of the Notes to the Consolidated Financial Statements contains extensive disclosure of the changes resulting from application of the new accounting standards in terms of restatement and recalculation of the financial statement balances.

At 31 December 2023, the consolidation scope is constituted by the combination of UnipolSai data with those of 61 direct and indirect subsidiaries (pursuant to IFRS 10). Subsidiaries deemed to be too small to be of relevance are excluded from line-by-line consolidation. Associates and subsidiaries considered immaterial are measured using the equity method (in compliance with IAS 28) or stated at their carrying amount. The Consolidated Financial Statements report changes in the consolidation scope during the year. The Consolidated Financial Statements contain exhaustive and detailed information on the operating performance of the Company and the consolidated companies, on the main business sectors of UnipolSai and its subsidiaries (Life and Non-Life business, other businesses), on asset and financial management, pending disputes, significant events after the end of the financial year and the business outlook.

11. Conclusions and indications of any proposal to be presented to the Shareholders' Meeting

The Board of Statutory Auditors reviewed the Company's Financial Statements, which show the management activity carried out during the financial year and the financial and economic position at 31 December 2023. The Financial Statements have been prepared in compliance with the Italian Civil Code and with the specific provisions for the insurance sector. More specifically, they have been drawn up in compliance with the provisions of Title VIII of the Private Insurance Code, of Italian Legislative Decree 173 of 26 May 1997 and ISVAP Regulation no. 22, of 4 April 2008 ("ISVAP Regulation 22/2008") as amended or integrated, implementing the guidelines issued on the subject by the Supervisory Authority. For all matters not explicitly regulated by sector regulations, please refer to the general rules regarding financial statements provided by the Italian Civil Code and the accounting standards issued by the Italian Accounting Standards Setter.

In this regard, note that during 2023 no significant new accounting regulations entered into force for UnipolSai, nor were any voluntary changes made to accounting standards applied previously.

The measurement criteria were adopted on the basis of going concern assumptions, in application of the rules of accrual, materiality and significance of the accounting data.

The Board acknowledges that the financial statements submitted to you for approval comprise the statement of financial position, the income statement and the notes along with their annexes, prepared according to the layout provided for in ISVAP Regulation 22/2008. They are accompanied by the statement of cash flows prepared in free form. They are also accompanied by the Management Report prepared by the Directors.

The review of the Management Report has shown this is consistent with the financial statements data, as also indicated by the Independent Auditors' Report. The Notes to the Financial Statements illustrate the measurement criteria adopted, which are in line with the activity and transactions performed by the Company, and the other information required by law.

The Board verified that the Financial Statements correspond to the events and information it is aware of and has no remarks to make on the subject.

No significant events occurred after year end that could affect the financial statement results.

Based on the information acquired through its supervision during the financial year, the Board of Statutory Auditors did not become aware of transactions that were not in compliance with proper administration rules, decided and implemented in conflict with laws and/or by-laws, that did not fulfil the interests of the Company, in conflict with the resolutions taken by the Shareholders' Meeting, manifestly imprudent or risky, lacking the necessary information in the case of interests of Directors or able to jeopardise the integrity of the company assets.

In view of the above, acknowledging the content of the Independent Auditors' Report and the statements issued by the Chief Executive Officer and the Financial Reporting Officer, the Board of Statutory Auditors knows of no impediment to approval of the financial statements for the year ended 31 December 2023, as presented by the Board of Directors.

With regard to the proposals for the allocation of profit for the year and the distribution of a dividend of €0.165 per share, as formulated by the Board of Directors at the meeting of 21 March 2024 and outlined in the Report to the Shareholders' Meeting convened for 23 April 2024, the Board of Statutory Auditors acknowledges that UnipolSai:

  • closed 2023 with a profit of €624m (consolidated net profit of €766m),
  • has a high current and forward-looking capital strength, expressing an individual Solvency Ratio at 31 December 2023 of 313% (calculated using the Partial Internal Model),

and consequently the Board of Statutory Auditors does not consider it necessary to express observations with regard to the proposals for the allocation of profit for the year and the distribution of a dividend of €0.165 per share, as formulated by the Board of Directors at the meeting of 21 March 2024 and outlined in the Report to the ordinary Shareholders' Meeting convened for 23 April 2024, taking into consideration that the requirements are met for a dividend distribution in the amount proposed.

Lastly, we would like to remind you that the mandate of the Board of Statutory Auditors currently in office will expire at the aforementioned ordinary Shareholders' Meeting, having reached the end of its three-year term.

Bologna, 28 March 2024

On behalf of the Board of Statutory Auditors

The Chairman Cesare Conti

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