Unipol — AGM Information 2020

Apr 30, 2020

Informazione Regolamentata n. 0265-34-2020		Data/Ora Ricezione 30 Aprile 2020 17:43:06	MTA
Societa'	:	UNIPOL
Identificativo Informazione Regolamentata	:	131662
Nome utilizzatore	:	UNIPOLN04 - Giay
Tipologia	:	1.1
Data/Ora Ricezione	:	30 Aprile 2020 17:43:06
Data/Ora Inizio Diffusione presunta	:	30 Aprile 2020 17:43:07
Oggetto	:	Press release Gruppo Unipol - Ordinary and Extraordinary Shareholders' Meeting
Testo del comunicato

Vedi allegato.

ORDINARY AND EXTRAORDINARY SHAREHOLDERS' MEETING

Bologna, 30 April 2020

The ordinary session of the shareholders' meeting of Unipol Gruppo S.p.A. (the "Shareholders' Meeting" and "Unipol") – held today with shareholders entitled to attend exclusively through Computershare S.p.A. as the representative designated in accordance with article 135-undecies of the Consolidated Law on Finance in order to comply with the Covid-19 epidemic containment measures as provided under applicable laws – approved the financial statements for the year ended on 31 December 2019, the content of which had already been reported to the market.

The Shareholders' Meeting also approved the proposal to fully allocate the profit for the year to an extraordinary reserve.

The ordinary session of the Shareholders' Meeting also:

• − appointed Mr Roberto Pittalis as a new director to replace Mr Francesco Berardini who died suddenly on 1 February last, approving the proposal submitted by shareholders who belong to a shareholder agreement to which a number of Unipol shareholders belong. The term of office of Mr Pittalis will end at the same time as the other directors currently in office, at the Shareholders' Meeting to approve the 2021 financial statements;
• − approved both the first and second sections of the remuneration report prepared in accordance with article 123-ter of the Consolidated Law on Finance, which includes the Group remuneration policies pursuant to IVASS Regulation no. 38 of 3 July 2018;
• − authorised, for 18 months, subject to revoking the previous authorisation, the purchase and sale of treasury shares, in accordance with articles 2357 and 2357-ter of the Civil Code, and in compliance with the maximum spending limit of €300m, in accordance with the terms and conditions of the directors' report drawn up for the Shareholders' Meeting.

The extraordinary session of the Shareholders' Meeting approved – in the text set out in the Directors' Report for the Shareholders' Meeting – the amendments of articles 4, 6, 9, 12 and 13 of the Articles of Association aimed at: (i) as a priority, introducing shares with increased voting rights pursuant to article 127-quinquies of the Consolidated Law on Finance in order to encourage mediumlong terms investment in the Company by its shareholders; (ii) harmonising the provisions of the Articles of Association to bring them in line with the current structure of the Unipol Group, eliminating references to the Unipol Banking Group which no longer exists following the sale of the entire direct and indirect interest held in Unipol Banca S.p.A., and taking the opportunity to align the provisions of the articles of association with the current regulatory framework in terms of

implementing supervisory provisions; (iii) simplifying the terms and mechanisms for calling meetings of the Board of Directors to improve its organisational flexibility and promptness of action.

Unipol Gruppo S.p.A.

Unipol is one of the main insurance groups in Europe and the leading company in Italy in the non-life insurance sector, (especially in the MV and Health businesses), with total premiums of approximately €14.0bn, of which €8.2bn in Non-Life and €5.8bn in Life (2019 figures). Unipol adopts an integrated offer strategy and covers the entire range of insurance and financial products, operating primarily through the subsidiary UnipolSai Assicurazioni S.p.A. The Group is also active in direct MV insurance (Linear Assicurazioni), transport and aviation insurance (Siat), health insurance (UniSalute), supplementary pensions and also covers the bancassurance channel (Arca Vita, Arca Assicurazioni and Incontra). It also manages significant diversified assets in the debt collection (UnipolReC), real estate, hotel (Gruppo UNA), medical-healthcare and agricultural (Tenute del Cerro) sectors. Unipol Gruppo S.p.A. is listed on the Italian Stock Exchange. .