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Unipol Audit Report / Information 2024

Apr 7, 2025

4405_10-k_2025-04-07_3bf5086b-2bf3-42e9-862c-97873819aede.pdf

Audit Report / Information

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The official document containing the 2024 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.unipol.com). This document in PDF format provides the text of the 2024 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 14
1. Management Report 19
Information on significant events 20
Insurance business highlights 30
Share performance 31
Shareholding structure 32
Operating performance 33
Non-Life insurance business 38
Life business and Pension Funds 45
Sales and settlement organisation 48
Reinsurance 51
Operations to combat fraud and claims management 52
Asset and financial management 53
Investments and cash and cash equivalents 53
Treasury shares 58
Risk management policies 58
Performance of Group companies 61
Transactions with Group companies and transactions with
related parties
63
Transactions with Group companies (Art. 2497-bis of the Civil
Code)
63
Transactions with related parties 66
Disclosure about Solvency II prudential supervision 72
Other Information 74
Human resource management and development 74
Information on key intangible resources 75
Research and development activities 77
Tax strategy and tax management methods 78
IT services 79
Communications 80
Report on corporate governance and ownership structures for
2024
81
Significant events after the reporting period 82
Business outlook 83
2. Financial Statements for the year 2024 85
Statement of financial position 88
Income statement 100
3. Notes to the Financial Statements 111
Introduction 112
Part A: Measurement criteria 118
Part B: Information on the Statement of Financial Position and
Income Statement
130
Part C: Other Information 182
Consolidated Financial Statements 182
Information on public funds received 182
Reporting on crypto-assets 182
Fees for audit and non-audit services 183
Proposals to approve the financial statements, allocate the
profit and the relative effects on shareholders' equity
184
4. Tables appended to the Notes to the Financial
Statements
187
5. Additional tables appended to the Notes to the
Financial Statements
261
Reclassification statement of financial position at 31 December
2024 and at 31 December 2023
262
Reclassified income statement 264
Statement of changes in shareholders' equity occurred during
the years ended 31 December 2024 and 31 December 2023
265
Analysis of the shareholders' equity pursuant to Art. 2427,
number 7 bis of the Civil Code
266
Statement of cash flows at 31 December 2024 267
Statement summarising write-backs 268
Statement of changes in property, plant and equipment and
intangible assets
269
Subordinated Bonds 270
List of properties 278
6.
Statement
on
the
Financial
Statements
in
accordance with Art. 81-ter of CONSOB Regulation no.
11971 of 14 May 1999 291
7. Board of Statutory Auditors' Report 295
8. Independent Auditor's Report 317

Company bodies

BOARD OF DIRECTORS CHAIRMAN Carlo Cimbri
VICE CHAIRMAN Ernesto Dalle Rive
CHIEF EXECUTIVE OFFICER Matteo Laterza
DIRECTORS Gianmaria Balducci Daniele Ferrè
Daniela Becchini Giusella Dolores Finocchiaro
Stefano Caselli Paolo Fumagalli
Mario Cifiello Rossella Locatelli
Roberta Datteri Claudia Merlino
Cristina De Benetti Roberto Pittalis
Patrizia De Luise Annamaria Trovò
Massimo Desiderio Carlo Zini
SECRETARY OF THE BOARD OF
DIRECTORS
Fulvia Pirini
GENERAL MANAGER Matteo Laterza
BOARD
OF
STATUTORY
AUDITORS
CHAIRMAN Mario Civetta
STATUTORY AUDITORS Maurizio Leonardo Lombardi
Rossella Porfido
ALTERNATE AUDITORS Massimo Gatto
Luciana Ravicini
MANAGER IN CHARGE OF
FINANCIAL REPORTING
Luca Zaccherini
INDEPENDENT AUDITORS EY S.p.A.

Introduction

Macroeconomic background and market performance

Macroeconomic background

In 2024, global GDP grew by 2.7%, marking a slight slowdown compared to +2.8% in 2023, while inflation was gradually declining in the main economies, triggering the easing of restrictive monetary policies by international central banks. The slowdown in global growth is partly linked to a weak Chinese economy. However, the achievement of the growth targets set by the Chinese government has prevented a more significant slowdown in global growth.

In 2024, United States GDP grew by 2.8%, compared to +2.9% in 2023: economic growth remained steady throughout the year, recording +0.8% in the third quarter and +0.6% in the fourth quarter (compared to the previous quarter). More specifically, GDP growth was supported by private consumption, the good performance of private investments and public expenditure. The consumption trend was supported by a still very solid labour market, with the unemployment rate confirmed at an all-time low in 2024 (on average at 4%, up slightly compared to 3.6% in 2023). Growth was also accompanied by a gradual reduction in inflation which, however, remained above the Federal Reserve's 2% target (3% on average in 2024 compared to 4.1% in 2023).

In China, GDP grew by 5% in 2024, marking a slowdown compared to +5.4% in 2023 due to continuing difficulties in domestic demand and the decline in exports. However, the stimulus measures adopted by the government and the Central Bank encouraged an acceleration of GDP growth in the fourth quarter, which reached +1.6% over the prior quarter, and the achievement of the Chinese government's 5% target. The labour market therefore remained robust, with an unemployment rate down slightly to 5.1% on average in 2024 (down slightly compared to 5.2% in 2023), while the annual average inflation rate remained stable at 0.2%.

In Japan, GDP is expected to close 2024 down 0.2% due to the highly negative figure for the first quarter of the year (-0.6% compared to the fourth quarter of 2023), when the Japanese economy was held back by lower consumption and investments and the decline in foreign trade. Despite the recovery in GDP in the second and third quarter, goods exports remained weak, especially to the European Union and the United States. However, the unemployment rate remained at modest levels, equal, on average, to 2.5% per year compared to 2.6% in 2023, while the inflation rate fell on average to 2.7% per year compared to 3.3% in 2023, despite the acceleration to 3.6% in December.

In 2024, Euro Area GDP grew by 0.7%, an acceleration compared to +0.5% in 2023. However, economic growth remains fragile and uneven across the major countries. In the third quarter, GDP rose by 0.4% over the previous quarter, while in the fourth quarter it was stagnant, having been supported mainly by consumption, while investments were affected by restrictive monetary conditions and foreign trade was penalised by weak demand from China. The negative manufacturing cycle mainly struck Germany and Italy, while Spain, which is more service-oriented, recorded growth rates higher than the Euro Area average. Despite the weak economic situation, the unemployment rate fell to 6.4% compared to 6.6% in 2023, while the annual average inflation rate fell to 2.4% against 5.5% in 2023, thus favouring an easing of monetary restrictions by the ECB.

In 2024, Italian GDP grew by 0.5%, marking a slowdown compared to +0.8% in 2023 due to the negative manufacturing cycle and the Euro Area slowdown. Growth was weak and declining throughout the entire year, from +0.4% in the first quarter and +0.2% in the second quarter (quarter-on-quarter) to stagnation in the third and fourth quarter. Growth was penalised above all by weak private investments, which were affected by restrictive financial conditions and lower tax incentives (including the building superbonus). Despite the deceleration in trade with Germany and the slowdown in growth in China, net exports made a positive contribution to Italian GDP growth. The annual average inflation rate fell to 1.1% from 6% in 2023, thanks for the most part to lower energy inflation. The labour market remained solid despite weak economic growth, with an annual average unemployment rate down to 6.5% compared to 7.7% in 2023.

Financial markets

In 2024, the Fed cut the Fed funds rate by 100 basis points and further reduced the volumes of the portfolio of securities purchased during the various quantitative easing programmes. The ECB also interrupted its monetary restriction phase, also reducing the deposit rate by 100 basis points which, in the new monetary policy framework adopted in the course of 2024, became the official policy rate. Starting in September 2024, as part of the new framework, with the aim of maintaining satisfactory liquidity conditions on the money and interbank markets, the ECB simultaneously narrowed the monetary policy corridor from 50 to 15 basis points, cutting the rate refi to 3.15% (-135 basis points). Lastly, in 2024, the ECB continued to reduce the amount of securities held in the portfolio for monetary policy purposes, not renewing maturing securities purchased under the Asset Purchase Programme and reducing the portfolio of securities purchased during the pandemic (as part of the Pandemic Emergency Purchase Programme) at the average rate of €7.5bn per month.

As a result of the ECB's rate cut, the 3-month Euribor rate closed 2024 down to 2.71%, roughly 120 basis points lower than at the end of 2023, while the 10-year swap rate reduced over the same period by about 12 basis points, closing 2024 at 2.37%.

In Germany, the 10-year Bund closed 2024 at 2.38%, up by around 35 basis points on the values at the end of 2023, whilst in Italy the 10-year BTP closed 2024 at 3.53%, down 15 basis points. The 10-year spread between Italian and German rates was therefore 115 basis points at the end of 2024, down 51 basis points from its value at the end of 2023.

2024 ended favourably for international stock markets. In Europe, the Eurostoxx 50 index, which refers to the Euro Area indexes, showed an increase of 8.3% in 2024 compared to the end of 2023. The FTSE Mib index, referring to Italian listed companies, recorded an increase of 12.6% during the same period, while the DAX index, referring to German listed companies, closed 2024 up by 18.8% compared to December 2023.

In the United States, the S&P 500 index instead closed 2024 ahead by 23.3% compared to the values at the end of 2023. International stock markets also closed 2024 with significant gains: the Nikkei stock index, referring to listed companies in Japan, closed 2024 with growth of 19.2% compared to December 2023, while the Morgan Stanley Emerging Markets index (MSCI EM), referring to emerging markets, recorded a more limited increase at 31 December 2024 of 5.1% compared to December 2023.

The expansion of interest rate spreads between the United States and the Euro Area favoured a 6% appreciation of the US dollar against the euro, with the euro/dollar exchange rate closing 2024 at 1.04 dollars to the euro compared to 1.10 at the end of 2023.

Insurance Sector

The final figures for the third quarter of 2024 show premiums in the Italian and non-EU direct business insurance market of approximately €109.3bn, up 16.4% compared to the third quarter of 2023. We therefore estimate that 2024 will close with a substantial increase compared to the previous year, i.e. with premiums close to €149bn (+16% compared to 2023).

In the third quarter of 2024, total Italian and non-EU direct business Non-Life premiums written increased by 7.7% compared to the same quarter of 2023 and therefore year-end growth of 7.3% is expected, with premiums exceeding €40bn.

ANIA surveys for the third quarter of 2024 show total premiums of the classes MV TPL, Marine Vessels TPL and Land Vehicle Hulls up by 8.8% compared to the same period of the previous year, driven by the positive premium trend in MV TPL (+6.8%) and the positive trend of Land Vehicle Hulls (+15.2%). The increase in MV TPL premiums was favoured by higher average MV TPL premiums, which were up by approximately 7% compared to the same quarter of 2023 (standing at €416 compared to €389 last year, according to the IPER surveys published by IVASS referring to the third quarter of 2024). The increase in the average premium is also confirmed by the ISTAT list values, which increased by 7.2% in December compared to the same month in 2023. We estimate that total MV segment volumes at the end of 2024 will be up by around 8.3% compared to 2023.

With regard to the Non-Life Non-MV business, in the third quarter of 2024 premiums in the segment were up 6.8% to €16bn, driven by the increase in premiums for Health (+11.7%) and Property (+8.5%) cover. The volumes of other Non-Life Non-MV business were up by approximately 4.8%, compared to the third quarter of 2023, thanks in particular to the positive contribution of the Pecuniary Losses (+13.8%) and Assistance (+9.8%) classes. Positive performance is expected be confirmed at the end of 2024 as well, with Non-MV premiums estimated at around €23bn, up by around 6.6%, driven by Health (+10.8%) and Property (+8.5%). Volumes of the Other Non-Life classes are expected to see growth of approximately 6.9% at the end of 2024, driven by Assistance and Pecuniary Losses.

In the third quarter of 2024, data relating to the distribution channels of Italian and non-EU direct business show an increase in premiums across all distribution channels in the MV sector. The agency channel recorded growth of 8.9% compared to the third quarter of 2023, with a substantially stable share at 83.3%. For the Direct channel, premiums were up 4.4%, with a share down by 0.3 percentage points (from 8.5% to 8.2%). The banking channel recorded an increase of 25.4% compared to the third quarter of the previous year and an overall share of approximately 4.5% (+0.6 percentage points compared to 3.9% in the third quarter of 2023). In the third quarter of 2024, in the Non-MV segment, all channels experienced premium growth except for the Direct channel, with the most significant increase achieved by the banking channel (+11.7%), with a share of 15%, up from 13.9% in the third quarter of the previous year. The agents channel recorded a market share of 63.8%, down by around 0.2 percentage points compared to the same quarter of the previous year, against a 6.5% increase in premiums.

At the end of 2024, Life premiums amounted to approximately €110bn, up 21% compared to 2023, with an increase in Class III and Class I premiums of 59.5% and 11.0%, respectively. For 2024, Class IV and V premiums were also up, by +16.8% and +46%, respectively, while Class VI premiums were down slightly (-1.9% compared to 2023). Overall, premiums written in these classes amounted to approximately €5.6bn.

In 2024, Italian and non-EU Life premiums in the direct business remained biased towards the banking channel, with a share of 56.4% of the total and down slightly (-1.1 percentage points) compared to 2023. The advisors channel share increased from 13.6% in 2023 to 16.9% in 2024, while the agents channel share decreased (from 15.3% to 13.7%). The shares of the Direct channel (11.3%) and the Broker channel (1.7%) remained basically stable.

Pension funds

In 2024, on the basis of Assogestioni data, net deposits of assets under management (mutual funds, individual asset management, collective and individual pension plans) amounted to €30.1bn, of which €14.1bn referring to collective management (open and closed funds) and €15.9bn in net deposits for portfolio management.

The management of pension assets, with net deposits of roughly €2.5bn in the third quarter of 2024, was down compared to the €4bn of net deposits recorded in the same quarter of the previous year. Asset management referring to pension funds (pension funds and individual pension plans) amounted to €122.3bn at the end of the third quarter of 2024, equal to 5% of total assets under management.

In 2024, existing positions with supplementary pension schemes, reported by Covip, increased by 447 thousand units compared to the end of 2023. The 4.2% increase recorded at the end of 2024 confirms the growth trend of recent years. In December 2024, there were therefore 11.1m existing positions, of which 8.3m held by employees (74.4%).

In line with the sector trend, in December 2024 occupational funds recorded growth of 5.7% compared to December 2023 (up by 227k positions), for a total of 4.2m positions at the end of the year, and an 8.8% increase in contributions. The main growth driver was the contribution of contractual enrolments, particularly in the construction sector fund (for about 85k positions), joined with 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 38k positions). Market pension schemes were also up compared to the end of 2023, with an increase in existing positions of open funds (+6.9%) and "new" Personal Pension Funds (PiPs) (+2.2%) and an increase in contributions of 6.8% and 4.7%, respectively. The latest data available for pre-existing pension funds, updated as at December 2024, showed an increase in the number of positions of 0.4% compared to December 2023 (around 3k more).

In December 2024, the resources allocated to supplementary pension benefits were up by 8.2% compared to December 2023 (approximately €243bn compared to €224bn recorded in December 2023), due to increases in the prices of assets listed in the financial markets, particularly for portfolios with higher equity exposure, and the overall increase in contributions. The net return over a 10-year horizon was 2.2% for occupational funds, 2.4% for open funds, 2.9% for "new" unit-linked PiPs and 1.6% 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 2024, the removal of government building incentives and the possibility of transferring the accrued tax credit led to a sharp decline in investments in family residences (-2.3%). However, the improvement in credit access conditions, with the average mortgage rate falling to 3.4% at the end of 2024 from 4.4% at the end of 2023, stimulated home sales in the second half of the year, so overall in 2024 sales fell by 1.8%, returning to late 2023 levels in the second half of the year. The 4.7% drop in sales in Milan was surprisingly negative, due to a market with low accessibility and the negative effects for new homes of regulatory deadlock on urban revitalisation work, after the postponement to June of the "Save Milan" Decree Law.

However, during 2024, house price trends were supported both by a decline in the supply of real estate, which was accompanied by low demand, and a rapid improvement in the expectations of real estate agents for the next two years. In fact, in 2024, there was a further reduction in the average discount requested up to 7.8% in the third quarter (from 8.6% at the end of 2023) and a resulting increase in house prices which, on average in the 13 major cities, came to 1.7% for existing homes and 2.2% for new ones. Moreover, thanks to the rapid moderation of inflation, in 2024 there was a property revaluation in real terms of about 0.4%. The price increase spread to all 13 major cities. However, in contrast to other urban centres, the Milan market (+2.1% on average per year) recorded a sharp slowdown in the existing home price growth rate (+0.3% on the second half of 2023), making it one of the least attractive markets.

In 2024, the number of leased residences remained at 2023 levels because, while the number of long-term leases decreased (-1.9% with contracts of more than 3 years), both leases with contracts between 1 and 3 years (+2.4%) and, above all, leases for student housing (+18.6%), grew. However, the supply of properties remains scarce, with only 8% of properties not used as first homes actually leased, so the high demand for leases continues to exert pressure on rents. In fact, in 2024 the rents of existing homes grew, on average in the 13 major cities, by 4.4% (with rates ranging from 6.1% in Bologna to 3.3% in Genoa and Palermo), leading to an increase in cap rates to 5.4%. The high total returns (sum of prices and cap rates), of 7.1% for existing homes (up from 6.6% in 2023), therefore make the residential market particularly attractive.

In 2024, in contrast to investments in residences, investments in buildings of companies grew by 9.6% thanks to the acceleration in the implementation of the NRRP, and drove growth in non-residential sales of 3.1%. While sales in the production segment rose by 8.1% and those of stores by 4.3%, office sales were down once again (-2.0%). Corporate investments also grew, which, after a sharp decline in 2023, returned to 2022 levels (approximately €9.6bn) in 2024, thanks to expansion in the commercial and office sectors. Non-residential market expansion therefore allowed prices to rise in 2024, to a greater extent for stores (+0.8%) and to a more modest extent for offices (+0.2%). Furthermore, thanks to higher growth in rents (+1.3% for offices and +1.6% for stores), both cap rates (5.3% for offices and 7.4% for stores) and total yields (5.5% for offices and 8.2% for stores) rose.

Main regulatory developments

In 2024, the regulatory framework in which the Group carries on business saw significant innovations.

Relevant regulations for the insurance sector

With regard to European legislation, on 27 November 2024, Directive (EU) 2025/2, amending Directive 2009/138/EC (Solvency II), and Directive (EU) 2025/1, establishing a framework for the recovery and resolution of insurance and reinsurance undertakings (IRRD), were approved by the co-legislators. Both Directives were published in the Official Journal of the European Union (OJEU) on 8 January 2025 and will be applicable as of 30 January 2027, after being transposed into domestic law. The Solvency II Review Directive establishes important changes, including the introduction of new triggers for the activation of the national component of the Volatility Adjustment (VA), which should ensure a more gradual and continuous financial volatility mitigation process at domestic level. With respect to the Risk Margin, a reduction in the Cost of Capital from 6% to 4.75% is expected, which, according to the Commission, should release up to €50bn at European level in terms of lower capital absorption.

The IRRD establishes a recovery and resolution framework for insurance and reinsurance undertakings, adopting the structure of the regulations applicable to the banking sector (BRRD), without however introducing additional capital requirements. The IRRD requires the main insurance undertakings to prepare and update a "Pre-emptive recovery plan", subject to review by the Supervisory Authorities. On the other hand, the newly established resolution Authorities are obliged to prepare a "Resolution plan" containing an ex-ante assessment of the possibility of resolution of the individual insurance undertakings without extraordinary public financial support (resolvability). In addition, the Resolution Authorities are granted the power to ask the companies to put in place structural arrangements aimed at eliminating impediments to resolvability, even in the absence of stress on solvency, and numerous powers in the resolution phase, including that of writing down insurance liabilities (bail-in).

As concerns domestic legislation, the 2024 Budget Law (Italian Law no. 213 of 30/12/2023) introduces 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. In addition, the 2024 Budget Law introduces the obligation for insurance companies and intermediaries to create a Life Insurance Guarantee Fund, representing "a membership body established between insurance companies and intermediaries with the aim of intervening to protect those entitled to insurance benefits with respect to participating companies". In the event of the forced liquidation of a member company, the Fund makes payments to those entitled to insurance benefits, up to a maximum of €100k. When operating under normal circumstances, the Fund will have financial resources equivalent to at least 0.4% of the amount of Life technical provisions (determined on the basis of SII metrics) held at the end of the previous year by the participating companies.

On 18 December 2024, IVASS issued a Letter to the market on the treatment in the financial statements of contributions to the life insurance guarantee fund in which IVASS provided clarifications on how to recognise the ordinary and extraordinary contributions that participating companies are required to pay to the Fund in the 2024 separate financial statements. Specifically, IVASS specified that the balancing entry of the liabilities (or cash outflow) connected with the expected contributions must be represented in Operating expenses - Other administrative expenses to be recognised in the Life business technical account.

Following the conclusion of the Life Insurance Guarantee Fund establishment process, during the initial months of 2025 the participants paid the contribution due to the fund for the year 2024, equal, with reference to insurance companies, to 0.4 per mille of the amount of the Life technical provisions at 31 December 2023.

The 2023 Annual Market and Competition Law (Italian Law no. 193 of 16/12/2024) introduces a prohibition against insurance companies including clauses in MV TPL contracts that limit the policyholder's right to uninstall black boxes free of charge at the annual contract expiry date. In addition, policyholders are recognised the right to black box data portability, although the appropriate methods for exchanging electronic data between insurance companies and common technological standards remain to be identified. Lastly, the creation of a new ANIA database is planned to improve the prevention and combating of insurance fraud in non-mandatory insurance relationships.

With regard to secondary legislation, on 27 March 2024 IVASS published a Letter to the market containing supervisory expectations on insurance product oversight and governance ("POG"), to encourage the accurate and uniform application of the European and national regulatory framework. The letter to the market outlines IVASS's supervisory expectations in terms of POG and Value for Money (V4M) with particular reference to the assessment of product value for the customer arising from the testing phase (profit test) for insurance-based investment products (IBIPs). IVASS complies with EIOPA guidelines on V4M assessment and addresses them in greater detail, 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. In addition, on 28 March 2024, IVASS published consultation document no. 2/2024 containing a Draft Regulation laying down provisions on linked contracts, proposing more flexible asset allocation rules than those set forth in ISVAP Circular no. 474/2002 and provisions aimed at enhancing the demographic guarantee component and limiting costs, so as to further increase the linked product V4M.

It should be noted that on 12 March 2024, IVASS issued Measure 143/2024 which amended 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). The allocation of an undistributable profit reserve was also 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. This option, introduced by Italian Decree Law no. 73 of 21 June 2022, was also extended to the entire 2024 financial year by MEF decree of 27 September 2024. Unipol did not make use of the option provided by the abovementioned Regulation.

On 26 November 2024, IVASS Measure no. 151 was published, amending Reg. no. 38/2011 on segregated funds in order to govern the use of the profits provision for ongoing contracts. The profits provision, introduced by IVASS Measure no. 68/2018, is a mathematical provision that makes it possible to set aside the net capital gains deriving from the sale of securities in segregated funds, to be allocated to insurance benefits established in insurance contracts within eight years, in order to stabilise the returns of segregated funds. Initially applicable only to new contracts, IVASS Measure no. 151 of 26 November 2024 extends the possibility of using profits provision to existing contracts as well, provided that the segregated fund is open to new subscriptions and that the only change to the segregated fund regulation concerns the determination of the average rate of return due to the introduction of the profits provision. Acceptance of the amendment to the segregated fund regulation is optional, without costs, and may also take place via digital means, with the possibility for the company to establish a minimum share of subscriptions to activate it.

Tax regulations

In 2024, the following regulatory measures were issued:

  • In implementation of Italian Law no. 111 of 9 August 2023 containing the "Delegation of powers to the government for tax reform", the provisions of greatest interest concern:
    • new tax assessment rules (Italian Legislative Decree no. 13 of 12/02/2024);
    • the revision of the tax penalty system (Italian Legislative Decree no. 87 of 14/06/2024);
    • the streamlining of registration tax, and other indirect taxes other than VAT (Italian Legislative Decree no. 139 of 18/09/2024);
    • the revision of the IRPEF and IRES tax system (Italian Legislative Decree no. 192 of 13/12/2024).
  • Italian Decree Law no. 19 of 2 March 2024 converted by Law no. 56 of 29 April 2024 containing "Additional urgent provisions for the implementation of the National Recovery and Resilience Plan (NRRP)". Among the provisions of interest is the new "Transition Plan 5.0" aimed at supporting investments in digitalisation and the green transition of companies.
  • Italian Decree Law no. 39 of 29 March 2024 converted by Law no. 67 of 23 May 2024 containing "Urgent measures on tax subsidies". The provisions of interest include:
    • adjustments to regulations on the use of tax credits for building bonuses, particularly with reference to the exclusion of use for offsetting against the payment of social security and welfare contributions as of 2025;

  • the new limit on the offsetting of tax credits for building bonuses in the presence of past due taxes in the tax register for amounts exceeding €10k;
  • amendments to the prohibition against offsetting tax credits of any nature in the presence of past due taxes in the tax register exceeding €100k in force as of 1 July 2024;
  • the anti-usury rule for qualified purchasers of tax credits from building bonuses.
  • Italian Decree Law no. 113 of 9 August 2024 converted by Law no. 143 of 7 October 2024 containing "Urgent tax measures, extensions of regulatory terms and economic interventions" ("Omnibus Decree").
  • Italian Decree Law no. 131 of 16 September 2024 converted by Law no. 166 of 14 November 2024 containing "Urgent provisions for the fulfilment of obligations deriving from European Union acts and infringement and preinfringement procedures pending against the Italian State." The provisions of interest include the regulatory change for loans and secondments of personnel agreed upon or renewed as of 1 January 2025, which become subject to VAT at the standard rate, as they qualify as the provision of services.
  • Italian Law no. 207 of 30 December 2024 containing "State budget for 2025 and long-term budget for the 2025-2027 three-year period" (Budget Law 2025). The provisions of interest, in force from 2025, include:
    • several changes regarding IRPEF, including: the confirmation under ordinary circumstances of the three IRPEF rates, broken down by brackets, already applied in 2024; the introduction of a new exempt bonus and an additional deduction for medium-low income earners; the review of some fringe benefits, including vehicles provided for mixed use, and deductions for household dependents; the increase in the annual exemption limit of payments in kind to employees for the years 2025, 2026 and 2027; the obligation to track business travel expenses; the confirmation of the 5% rate for the taxation of subsidised productivity bonuses disbursed in 2025, 2026 and 2027; the reduction of deductions due for income exceeding €75k, including those relating to insurance premiums for all contracts entered into as of 1 January 2025; the extension to dependent family members of premiums for LTC and Dread Disease policies paid by the employer, which do not constitute income for the employee.
    • the deferral, for IRES and IRAP purposes, to subsequent tax periods of deductible portions relating to writedowns and losses on receivables and goodwill. The deferral of the deduction of these items mainly affects credit and financial institutions and insurance companies.
    • the extension for the next three years of the 20% increase in the deduction relating to the cost of labour deriving from new hires of permanent employees. The deduction can reach up to 130% in the case of the stable recruitment of specific categories of parties.
    • the mini-IRES with a reduction in the IRES rate from 24% to 20% for companies that reinvest 80% of profits, of which at least 30% for investments in assets 4.0 and 5.0, and which hire 1% more workers.
    • the reduction of tax deductions for expenses incurred from 1 January 2025 for the recovery of the building stock and energy renovation initiatives.
    • limitations for access to the superbonus (subject to the submission of the authorisation to execute the works and begin works by 15/10/2024) and reduction of deduction rates (limited to 65% for expenses incurred in 2025).

With reference to the insurance sector, the 2025 Budget Law amended the payment system of stamp duty on financial communications relating to life insurance contracts with class III and V financial content, which must be carried out annually and no longer, on a cumulative basis, at the contract expiry or redemption. These annual payments will be recovered, without interest, by the companies on the benefits due to policyholders/beneficiaries at the time of contract expiry or redemption, thus generating an implicit charge for these companies against the time mismatch between the payment of tax and its recovery. The 2025 Budget Law also established an anticipation mechanism for the company also for the tax accrued for contracts in place at the end of 2024, with payments staggered over the years 2025 (50%), 2026 (20%), 2027 (20%) and 2028 (10%).

  • In implementation of Italian Legislative Decree no. 209 of 27 December 2023, on international taxation, which introduced the Global Minimum Tax regime in Italy as of 1 January 2024, the following implementing decrees were issued in 2024 to specifically govern the various aspects of supplementary taxation:
    • Italian Ministerial Decree of 20 May 2024, containing the implementing provisions of the simplified transitional regimes: the "transitional safe harbours", or optional temporary regimes that have been established in order to limit administrative and compliance expenses for both Large Groups and the Tax Authorities;

  • Italian Ministerial Decree of 1 July 2024 containing the methods for the implementation of the Qualified Domestic Minimum Top-Up Tax (QDMTT). The tax, which is applied on a priority basis with respect to the Income Inclusion Rule (IIR) minimum top-up tax and the Undertaxed Profits Rule (UTPR) minimum top-up tax, is aimed at Italian companies belonging to large groups (multinational and domestic), subject to global minimum tax rules, which in Italy are subject to effective taxation of less than 15%;
  • Italian Ministerial Decree of 11 October 2024, which governs the methods for determining the net income considered for the purposes of determining the global minimum tax, providing for reductions of this net income, determined in each jurisdiction, based on the "substantial economic activities" carried out in those jurisdictions. The reductions for substantial economic activities are calculated by applying specific ratios to wage expenses and property, plant and equipment, with a view to not penalising groups established in a lowtax jurisdiction with people and tangible assets;
  • Italian Ministerial Decree of 20 December 2024, containing rules aimed at adapting national legislation to OECD clarifications. It defines certain accounting standards in relation to regulations, general currency conversion rules and the blended CFC regime;
  • Italian Ministerial Decree of 27 December 2024, containing transitional provisions for the definition of the effective tax rate.

Other regulations

On 12 July 2024, Regulation (EU) 2024/1689 on artificial intelligence (AI Act) was published in the OJEU, which: (i) prohibits certain AI systems that pose "unacceptable" risks (e.g. manipulative AI); (ii) establishes a series of requirements, including the obligation to obtain a compliance certification, for AI systems identified as "high risk"; (iii) establishes disclosure obligations with respect to "low-risk" AI systems that interact with people (such as chatbots). In the final text, the "AI systems intended to be used for risk assessment and pricing in relation to natural persons for health and life insurance" were classified as high-risk AI systems. Therefore, insurance companies that develop and place these systems on the market are subject to the numerous requirements for high-risk systems. On the other hand, insurance companies that simply use these AI systems, developed and/or sold by third parties, are qualified as users (deployers) and, therefore, are subject to fewer obligations. The majority of the provisions of the AI Act are applicable as of 2 August 2026.

Finally, Regulation (EU) 2023/2631 on European Green Bonds and optional disclosures for bonds marketed as environmentally sustainable and for sustainability-linked bonds ("EU GBS Regulation"), published in the OJEU of 23 November 2023, has been applicable since 21 December 2024. The EU GBS Regulation establishes standards for bond issuers that wish to use the designation "European Green Bond" or "EuGB" to promote their debt securities, taking as a reference the voluntary standards already present on the market and used by issuers to qualify a bond as a "green bond" (in particular, the "Green Bond Principles" developed by the ICMA, which currently represent the most widely used market standard for green bond issues). The EU GBS Regulation introduces stricter rules than the ICMA standards, requiring issuers that want to use the name "EuGB" to promote their debt securities to use the resources collected in their entirety exclusively to finance environmentally sustainable projects as defined by Regulation (EU) 2020/852 ("Taxonomy"), greater transparency on income allocation methods and an external certification to be obtained which guarantees that the resources raised are actually used for environmentally sustainable investments.

In 2024, no significant changes occurred in the series of national accounting standards issued by the OIC (Italian Accounting Standards Setter).

  1. Management Report

Information on significant events

Group corporate rationalisation project

On 16 February 2024, the Boards of Directors of Unipol Gruppo and 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 Assicurazioni SpA, as well as Unipol Finance Srl, UnipolPart I SpA and Unipol Investment SpA, companies wholly owned by Unipol Gruppo that held investments in UnipolSai (the "Intermediate Holding Companies") into the holding company Unipol Gruppo. To this end, the parties 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, determining the Merger swap ratio - if the prerequisites were met - as 3 Unipol Gruppo shares for every 10 UnipolSai shares. As concerns the Merger, it should be noted that: (i) on 29 April 2024, the plan for the Merger by incorporation into Unipol Gruppo of UnipolSai, as well as of the Intermediate Holding Companies, approved by the Board of Directors of the Company at its meeting held on 21 March 2024, was filed at the Company's registered office; (ii) on 25 July 2024, IVASS authorised the Merger pursuant to and for the purposes of Art. 201 of Italian Legislative Decree no. 209 of 7 September 2005 and of Art. 23 of IVASS Regulation no. 14/2008; and (iii) on 30 July 2024, the Merger plan was registered with the competent Companies' Register.

As part of the Transaction, Unipol Gruppo has also promoted a voluntary public purchase offer (the "Offer") concerning all of the ordinary shares of UnipolSai (now merged into Unipol) (hereinafter referred to for brevity's sake as "UnipolSai") not held directly or indirectly by Unipol Gruppo. The Offer was for a maximum of 418,788,217 UnipolSai shares, representing 14.800% of the share capital, at a price of €2.700 (cum dividend, i.e. including the coupons relating to any dividends distributed by UnipolSai) for each share for which the Offer was accepted.

As a result of the acceptance of the Offer, Unipol purchased, on 3 May 2024, 274,937,646 UnipolSai shares, for a total value of €742,331,644.20, directly and indirectly holding 94.916% of the share capital of the latter. Subsequently, when the conditions set forth by law were met, Unipol Gruppo also initiated the Joint Procedure for the exercise of the Purchase Obligation pursuant to Art. 108, paragraph 2, of the Consolidated Law on Finance (the "Sell-Out Procedure") and the right to purchase pursuant to Arts. 108, paragraph 1, and 111 of the Consolidated Law on Finance (the "Right to Purchase") on the remaining UnipolSai shares subject to the Offer and not transferred to it.

Therefore, Unipol Gruppo has purchased, for a unit price of €2.535 per UnipolSai share (equal to the consideration of the Offer net of the dividend distributed in the meantime by UnipolSai):

  • (i) on 28 June 2024, 57,113,309 UnipolSai shares for which requests for sale were submitted during the Sell-Out Procedure for a total consideration of €144,782,238.32, so it now directly and indirectly holds 2,742,980,110 UnipolSai shares, equal to 96.935% of the share capital;
  • (ii) on 3 July 2024, 86,737,262 UnipolSai shares for which Unipol Gruppo has exercised the Right to Purchase for a total consideration of €219,878,959.17. On the same date, in compliance with the regulatory conditions, Borsa Italiana SpA ordered the delisting of the UnipolSai shares from Euronext Milan;
  • (iii) on 11 September 2024, 109,208 UnipolSai shares not included in the squeeze out procedure as they are held by subsidiaries of UnipolSai or assigned, following the exercise of the Right to Purchase, to managers of UnipolSai in execution of compensation plans.

As a result of the above purchases, Unipol Gruppo holds, directly or through the Intermediate Holding Companies, the entire share capital of UnipolSai, with the exception of the UnipolSai treasury shares directly held by the latter, which were cancelled as a result of the Merger, thus not making it necessary to issue new shares in connection with the Merger.

On 21 October 2024, the Extraordinary Shareholders' Meeting of Unipol Gruppo approved the Merger Plan and also expressed 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, had the right of withdrawal pursuant to Art. 2437, paragraph 1, letter a) of the Italian Civil Code (the "Right of Withdrawal"). The Right of Withdrawal was validly exercised for a total of 37 Unipol shares after the Merger, which, given the extremely small number of shares subject to withdrawal, were purchased directly by the Company pursuant to Art. 2437-quater, paragraph 5, of the Italian Civil Code using available reserves.

As all the conditions precedent set forth in the Merger Plan were met, the merger deed was signed on 23 December and was filed and recorded on the same date at the competent office of the Bologna Register of Companies. The Merger became effective for statutory purposes at 11:59 p.m. on 31 December 2024 (the "Effective Date"). The Merger became effective for accounting and tax purposes as of 1 January 2024.

As of the Effective Date, Unipol Gruppo took on the current company name of "Unipol Assicurazioni SpA" or, in short, "Unipol SpA", and the amendments to the By-laws connected to the Merger came into force.

The Transaction was subject to the regulations on transactions with related parties, as shown in the "Transactions with related parties" section below of this Report.

Accounting effects of the Merger

The Merger was carried out at carrying amounts and resulted in an increase in shareholders' equity of the merging company of €406,743,295, due to:

  • surplus of €409,604,706 arising from the merger of the Intermediate Holding Companies, recognised as an increase in the other reserves of the Non-Life business;
  • increase in the negative reserve of treasury shares in the portfolio of €2,861,411, corresponding to the carrying amount of the Unipol shares held by the merged company UnipolSai at the effective date of the Merger for accounting purposes.

The merger of the subsidiary UnipolSai also resulted in a total deficit of €1,440,092,166, fully allocated to goodwill and amortised starting from 2024 on the basis of an estimated useful life of 20 years.

Comparative analysis of figures with the previous year

Comparative analysis of the economic and financial figures for the year with those of the previous year was affected considerably by the Merger, which had a significant impact on all items of the Income Statement and Statement of Financial Position. The following tables provide supplementary figures to facilitate the comparative analysis. Specifically, the following is shown:

  • a Statement of Financial Position which illustrates the changes compared with the values at 31 December 2023 of the Merging Company (figures appropriately restated according to the financial statements of the insurance companies) separately as a result of the Merger and other changes in the period relating to operations;
  • an Income Statement comparing the results for 2024 with those of the previous year, restated based on the aggregation of the figures of the companies participating in the Merger (aggregate data on a like-for-like basis), to provide clear evidence of the actual deviations of the insurance business compared with the previous year.

This Report provides comments only in relation to changes in the aggregate results for the previous year of the companies participating in the Merger.

The Notes to the Financial Statements also provide the changes compared with the figures for 2023 only for the Merging Company.

Details of changes in statement of financial position items in 2024

Amounts in €k
Changes
due to Other
ASSETS 2023 merger changes 2024
A. Subscribed capital, unpaid 1
B. Intangible assets
1. Acquisition expenses to be amortised 2 84,205 343 84,549
2. Other assets 3 103 2,106,253 (51,938) 2,054,418
Total 4 103 2,190,458 (51,595) 2,138,966
C. Investments
I - Land and buildings 5 1,140,849 (243,408) 897,441
II - Investments in group companies and other investees
1. Shares and holdings 6 7,544,256 (2,871,050) 207,343 4,880,549
2. Bonds 7 3,000 70,384 2,013 75,396
3. Loans 8 450,000 842,828 (591,813) 701,015
Total investments in group companies and other investees 9 7,997,256 (1,957,838) (382,457) 5,656,961
III - Other financial investments
1. Shares and holdings 10 1,294,103 293,534 1,587,637
2. Mutual investment fund units 11 4,973,956 676,442 5,650,399
3. Bonds and other fixed-yield securities 12 454,809 29,465,367 (421,111) 29,499,065
4. Loans 13 21,474 (50) 21,424
5. Other 14 32,804 146,754 179,558
Total other financial investments 15 454,809 35,787,704 695,569 36,938,082
IV - Deposits with ceding companies 16 378,167 57,001 435,168
Total 17 8,452,066 35,348,882 126,706 43,927,653
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 1,274,330 129,191
II - Investments arising from pension fund management 19 6,087,096 732,652 6,819,748
Total 20 7,361,426 861,844 8,223,270
D. bis Technical Provisions - reinsurers' share
I - Non-life business technical provisions 21 936,581 (318,758) 617,823
II - Life business technical provisions (excl. technical provisions under
point III) 22 14,663 (751) 13,913
III - Life business technical provisions where the investment risk is borne
by policyholders and provisions arising from pension
fund management
Total 23
24
951,245 (319,508) 631,736
E. Receivables
I - Receivables relating to direct insurance business 25 1,788,804 (53,422) 1,735,382
II - Receivables relating to reinsurance business 26 212,014 121,357 333,371
III - Other receivables 27 300,120 3,319,190 (499,776) 3,119,534
Total 300,120 5,320,008 (431,841) 5,188,287
F. Other assets 28
I - Property, plant and equipment and inventories 29 506 75,683 12,372 88,561
II - Cash and cash equivalents 822,221 (568,481) 1,019,550 1,273,290
IV - Other assets 30 225,696 880,787 105,630 1,212,113
Total 31 1,048,423 387,989 1,137,552 2,573,964
G. Accruals and deferrals 32 30,283 383,592 (19,618) 394,258
33
TOTAL ASSETS 34 9,830,995 51,943,600 1,303,539 63,078,135

Details of changes in statement of financial position items in 2024

Amounts in €k

Changes
due to Other
LIABILITIES 2023 merger changes 2024
A. Shareholders' equity
I - Subscribed capital or equivalent reserve 35 3,365,292 3,365,292
II - Share premium reserve
III - Legal reserve
36 1,345,677
673,058
1,345,677
673,058
IV - Other equity reserves 37 416,468 409,605 105,214 931,287
V - Retained profit (loss) 38
VI - Profit (loss) for the year 39 377,820 398,171 775,991
VII - Negative reserve for treasury shares 40 (1,438) (2,861) (9,758) (14,058)
Total 41
42
6,176,878 406,743 493,627 7,077,248
B. Subordinated liabilities 43 1,750,000 1,750,000
C. Technical provisions
I - Non-Life business
1. Premium provision 44 3,194,193 97,431 3,291,624
2. Claims provision 45 11,377,081 (468,170) 10,908,911
3. Sundry technical provisions 46 4,276 6,068 10,343
4. Equalisation provisions 47 49,882 9,665 59,547
Total non-life technical provisions 48 14,625,432 (355,007) 14,270,425
II - Life business
1. Mathematical provisions 49 25,744,524 (32,935) 25,711,589
2. Provision for amounts payable 50 259,660 (17,643) 242,017
3. Sundry technical provisions 51 104,443 (1,371) 103,072
Total life business technical provisions 52 26,108,628 (51,949) 26,056,679
Total 53 40,734,059 (406,955) 40,327,104
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 1,274,330 129,191 1,403,522
II - Provisions arising from pension fund management 55 6,087,096 732,652 6,819,748
Total 56 7,361,426 861,844 8,223,270
E. Provisions for risks and charges 57 6,615 479,025 146,179 631,819
F. Deposits received from reinsurers 58 129,365 (9,749) 119,616
G. Payables and other liabilities
I
- Payables arising from direct insurance business
59 77,828 34,027 111,855
II
- Payables arising from reinsurance business
60 73,067 9,538 82,605
III - Bond loans 61 2,402,000 2,402,000
IV - Payables to banks and financial institutions 62
V - Sundry payables and loans 63 1,187,064 (27,696) 52,177 1,211,546
VI - Post-employment benefits 64 44 26,608 (451) 26,200
VII - Other liabilities 65 22,010 883,735 125,382 1,031,127
Total 66 3,611,118 1,033,541 220,674 4,865,333
H. Accruals and deferrals 67 36,384 49,439 (2,080) 83,744
TOTAL LIABILITIES 68 9,830,995 51,943,600 1,303,539 63,078,135

Income Statement: comparison with 2023 Data Aggregated on a Like-For-Like Basis

Amounts in €k 2024 2023 Aggregated
I. NON-LIFE BUSINESS TECHNICAL ACCOUNT
1. Earned premiums, net of reinsurance 1 7,451,438 57 7,088,277
2. (+) Share of profits on investments transferred from the non-technical account
(item III.6)
2 387,806 58 455,511
3. Other technical income, net of reinsurance 3 63,187 59 17,002
4. Charges relating to claims, net of amounts recovered and reinsurance 4 4,700,330 60 4,947,551
5. Change in other technical provisions, net of reinsurance 5 217 61 289
6. Reversals and profit sharing, net of reinsurance 6 1,988 62 2,910
7. Operating expenses:
a) Acquisition costs net of commissions and profit received from reinsurers 7 1,608,345 63 1,499,712
b) Administrative expenses 8 601,185 64 582,404
Total 9 2,209,530 65 2,082,116
8. Other technical charges, net of reinsurance 10 179,997 66 145,674
9. Change in equalisation provisions 11 9,665 67 (45,764)
10. Non-Life business technical result 12 800,704 68 428,015
II. LIFE BUSINESS TECHNICAL ACCOUNT
1. Premiums for the year, net of reinsurance 13 3,593,073 69 3,802,834
2. Gains on investments
a) Gains arising from investments 14 973,869 70 994,074
b) Reversals of value adjustments on investments 15 62,228 71 83,500
c) Gains on realisation of investments 16 94,145 72 93,411
Total 17 1,130,243 73 1,170,986
3. Unrealised gains relating to investments benefiting policyholders that bear the risk and
investments arising from pension fund management
18 519,786 74 515,516
4. Other technical income, net of reinsurance 19 61,822 75 53,676
5.
6.
Charges relating to claims, net of reinsurance 20 3,519,208 76 3,183,434
Change in mathematical provisions and other technical provisions, net of reinsurance
a) Mathematical provisions, premium provision from supplementary insurance and
other technical provisions
21 25,794 77 (166,501)
b) Technical provisions where the investment risk is borne by policyholders and arising from
pension fund management 22 887,590 78 1,638,642
Total 23 913,384 79 1,472,141
7. Reversals and profit sharing, net of reinsurance 24 (362) 80 333
8. Operating expenses
a) Acquisition costs net of commissions and profit sharing received from reinsurers 25 86,528 81 86,522
b) Administrative expenses 26 87,525 82 72,703
Total 27 174,053 83 159,225

Income Statement: comparison with 2023 Data Aggregated on a Like-For-Like Basis

Amounts in €k 2024 2023 Aggregated
9. Asset and financial charges
a) Investment management expenses and interest expense 28 84,449 84 103,229
b) Value adjustments on investments 29 58,398 85 65,708
c) Losses on realisation of investments 30 46,208 86 80,187
Total 31 189,055 87 249,125
10. Unrealised asset and financial charges relating to
investments arising from pension fund management 32 144,877 88 120,333
11. Other technical charges, net of reinsurance 33 61,034 89 59,021
12. (-) Share of profits on investments transferred to the non-technical
account (item III. 4)
34 98,917 90 94,094
13. Life business technical result 35 204,757 91 205,307
III. NON-TECHNICAL ACCOUNT
1. Non-Life business technical result (item I. 10) 36 800,704 92 428,015
2. Life business technical result (item II. 13) 37 204,757 93 205,307
3. Gains on Non-Life business investments
a) Gains arising from investments 38 800,465 94 656,914
b) Reversals of value adjustments on investments 39 73,956 95 59,252
c) Gains on realisation of investments 40 109,760 96 417,401
Total 41 984,181 97 1,133,567
4. (+) Share of profits on investments transferred from the Life business
technical account (item II. 12)
42 98,917 98 94,094
5. Non-Life business asset and financial charges
a) Investment management expenses and interest expense 43 158,088 99 118,998
b) Value adjustments on investments 44 124,472 100 161,967
c) Losses on realisation of investments 45 84,840 101 91,178
Total 46 367,399 102 372,144
6. (-) Share of profits on investments transferred to the Non-Life business
technical account (item I. 2) 47 387,806 103 455,511
7. Other income 48 323,087 104 274,350
8. Other charges 49 647,665 105 498,867
9. Profit (loss) from ordinary operations 50 1,008,775 106 808,811
10. Extraordinary income 51 210,519 107 84,958
11. Extraordinary expenses 52 218,034 108 75,281
12. Profit (loss) from extraordinary operations 53 (7,515) 109 9,678
13. Pre-tax profit (loss) 54 1,001,260 110 818,489
14. Income tax on profit (loss) for the year 55 225,269 111 173,182
15. Profit (loss) for the period 56 775,991 112 645,307

Fitch improves UnipolSai Restricted Tier 1 rating

On 8 March 2024, the Fitch rating agency raised the Restricted Tier 1 rating (ISIN code XS2249600771) issued by UnipolSai SpA from BB to BB+. The rating improvement took place in the context of an update of the Fitch Ratings methodology, which revised its assessment on some types of subordinated bond issues, mainly of European insurance and reinsurance companies.

Issue of a "Tier 2" subordinated instrument and early repayment of a "Tier 1" loan

On 15 May 2024, the Board of Directors of UnipolSai authorised the issue by the Company of a Tier 2 subordinated capital instrument - "Tier2"- denominated in Euro, at a fixed rate, for a maximum nominal amount not exceeding €750m (the "Issue" and the "Tier 2"), to be placed exclusively with qualified Italian and foreign investors (with the exception of US investors) and to be listed on the regulated market of the Luxembourg Stock Exchange.

Tier 2 was issued on 23 May 2024 at 99.853%, with a fixed annual coupon of 4.9%. The issue met with strong investor interest, confirming the solid reputation that UnipolSai and the Unipol Group enjoy in international markets. During the placement, orders in excess of €1.65bn were received, covering the book by about 2.2 times.

About 80% of Tier 2, which was assigned a Ba1 rating for Moody's and BBB- for Fitch, was placed with foreign institutional investors.

For the purposes of efficient management of its liabilities and subject to the favourable outcome of the Issue, the Board of Directors of UnipolSai also resolved the exercise by the Company of the early repayment option, already authorised by IVASS, of the perpetual subordinated bond loan classified in Tier 1 basic own funds equal to €750m, named "Euro 750,000,000 Fixed/Floating Undated Subordinated Notes" (ISIN XS1078235733), classified in Tier 1 basic own funds. The early repayment was completed on 18 June 2024, contributing to the containment of UnipolSai's leverage.

Renewed Bancassurance agreement with BPER

On 22 March 2024, UnipolSai and BPER signed the renewal of the agreement "for the distribution of UnipolSai insurance products and standardised banking products of the BPER Group", with an extension of the expiry date to 31 December 2027.

Trade union agreement relating to the Supplementary Corporate Agreement

On 28 February 2024, a possible bridge agreement was signed with the Trade Unions, subsequently approved by workers in the insurance sector by means of a referendum and by the Board of Directors of Unipol Gruppo and UnipolSai 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.

Trade union agreement regarding personnel and access to the Solidarity Fund

As part of the process undertaken to pursue continuous and gradual generational turnover, as well as the strengthening of new specialisations and skills, on 15 July 2024 an agreement was entered into with the trade unions to implement a voluntary pre-retirement plan for around 600 colleagues, through:

  • − redundancy incentives for employees who have already met or will meet the "Fornero Reform" pension requirement by 31 October 2025; in this case the mutually agreed termination of the employment contract was set for 31 January 2025 or will gradually be set as the last day prior to meeting the requirements for the aforementioned pension treatment for those who have already met the requirements for a total of 63 employees;
  • − use of the extraordinary section of the Solidarity Fund, for colleagues who meet pension requirements between 1 November 2025 and 31 December 2029; in this case, the consensual terminations of contract of these employees will take place with access to the extraordinary benefits of the Solidarity Fund starting from:

  • 1 February 2025 (termination/last day of work on 31 January 2025) for those who will accrue the pension between 1 November 2025 and 31 December 2027, for a total of 64 employees;
  • 1 July 2025 (termination/last day of work on 30 June 2025) for those who will accrue pension between 1 January 2028 and 31 December 2029, for a total of 449 employees.

In December 2024, a trade union agreement was signed on voluntary 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 2029. 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.

The potential recipients of the voluntary pre-retirement plan include 14 senior executives.

Resignation of the Vice Chairman

On 27 June 2024, Mr. Fabio Cerchiai resigned from the office of Vice Chairman and Director of UnipolSai, effective on the same date.

This resignation is the result of the appointment, on 19 April, of Mr. Cerchiai as Director and Chairman of the Board of Directors of BPER, a position that led to a situation of incompatibility for the purposes of the "interlocking" regulations. Mr. Cerchiai – a non- executive and non-independent Director, nor a member of any committee – was appointed by the Ordinary Shareholders' Meeting on 27 April 2022, within the only list submitted by the majority shareholder Unipol Gruppo SpA.

Appointment of new directors of the Parent

On 21 October 2024, the ordinary shareholders' meeting of Unipol approved an increase in the number of Directors of the Company from 15 to 19 and the appointment of Matteo Laterza, Stefano Caselli, Giusella Dolores Finocchiaro and Rossella Locatelli as new Directors, approving the proposal submitted by the shareholders participating in the shareholders' agreement to which some Unipol Shareholders are party. The mandate of the newly-appointed Directors will expire at the same time as that of the other Directors currently in office, on the occasion of the Shareholders' Meeting to approve the 2024 financial statements. All of the new Directors have direct experience at leading insurance companies, as each of them has held the position of Director at UnipolSai and Matteo Laterza was its Chief Executive Officer. The CVs of these Directors are available on the Company's website at www.unipol.com.

Cooperative compliance regime with the Tax Authorities

In December 2024, Unipol was admitted by the Tax Authorities to the cooperative compliance tax regime. The main objective of the cooperative compliance regime is to establish a relationship of trust and transparency between the Italian Tax Authorities and the taxpayer, to increase the level of certainty on relevant tax matters. In particular, the collaboration takes place through constant and preventive dialogue aimed at a shared assessment of situations likely to generate tax risks. Admission to the cooperative compliance regime is the final step of a screening performed by the Tax Authorities following the submission of the application last December 2023. This admission is based on the company's possession of an adequate system for the detection, management and control of tax risks, integrated within a broader internal control system, in line with international best practice.

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

The merger by incorporation of Centri Medici Dyadea Srl into Società e Salute SpA became effective from 1 January 2024.

DDOR joins the Ogyre community

In line with the commitment already undertaken by the Unipol Group, in January 2024 DDOR also joined the large community of Ogyre, with the aim of pursuing a sustainable development strategy by contributing to protection of the seas. DDOR purchased 1,000 Ogyre water bottles, an investment aimed at removing 1,000 kg of marine litter and contributing to the regeneration of the Mediterranean Sea. DDOR's commitment to its alignment with a high ESG standard was recognised and awarded in 2022 by Confindustria Serbia and in 2023 by the Italian-Serbian Chamber of Commerce.

Welfare, Italia

In October 2024, the "Welfare, Italia" Forum entitled "Opportunities for generating value in the Welfare system" was held in Rome. During the event, which opened with remarks from the President of the Republic Sergio Mattarella, the 2024 Report of the "Welfare, Italia" Think Tank was presented, supported by Unipol Gruppo with the collaboration of The European House - Ambrosetti (TEHA), and with the support of a scientific committee. The cross-cutting role of prevention to respond to the evolutionary challenges of the welfare system, as an element capable of reducing systemic costs, medium-long term welfare system sustainability, the role of the private sector and social investments are just some of the topics of debate discussed during the annual Welfare Italia Forum. For over a decade, the "Welfare, Italia" Think Tank has been a place for analysis, study and reflection on welfare topics, open to dialogue between the main public and private sector stakeholders: decision-makers, national and local government representatives, social parties, pension and welfare funds, company and worker representatives, universities and the third sector.

Advertising and Sponsorships

Unipol and Ducati Corse still together in the MotoGP challenge

Unipol remains alongside Ducati Corse in the MotoGP World Championship as Official Sponsor through a renewed partnership for the 2024 and 2025 seasons.

Sport Heroes UnipolSai

From 19 April 2024, "Sport Heroes UnipolSai" was launched on the DAZN app, also available free of charge. This is an original UnipolSai video series that tells the story of five athletes, an expression of the excellence of Italian sport and its deeper values: Gregorio Paltrinieri (swimming), Simone Giannelli (volleyball), Carlotta Gilli (paralympic swimming), Laura Rogora (climbing) and Mattia Furlani (long jump).

Title Sponsor of the Milan Forum

In May 2024, Unipol's partnership with Forumnet (owner and manager of the Milan Forum) was formalised, with the insurance group, as title sponsor, acquiring the naming rights of the iconic Milan facility, which thus took on the name Unipol Forum, on the basis of a multi-year agreement that will be developed from May 2024 to December 2026, with the option to extend the contract for an additional year until the end of 2027.

Unipol supporter of the 2025 Jubilee

After the engaging experience as Supporter of the 2016 Jubilee of Mercy, Unipol is once again supporting the Holy See for the Jubilee Year 2025, which will involve millions of pilgrims and volunteers from all corners of the world. This support is also expressed through concrete aid for the needs of the Jubilee Year, contributing in particular to the implementation of the important "13 houses" campaign, an initiative strongly desired by Pope Francis in favour of the homeless and marginalised in various countries worldwide.

Recognitions

MF Insurance Awards 2024

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.

RepTrack Company ranking

The Unipol Group is the leading company in terms of reputation in the insurance and banking sector according to the specific model built by The RepTrak Company, an international company specialised in reputation measurement that every year assesses 7k companies on an international basis in around 40 markets. Ten years after the launch of the Reputation Management programme - which involves the continuous measurement of corporate reputation on a monthly basis among a representative sample of the Italian population and on an annual basis among six other key stakeholders - the Unipol Group, even in a year of a generalised reputational decline in all corporate sectors, in April 2024 confirmed its leadership position with a positive difference of +9.9 points compared to the average reputational difference in the insurance sector and +10.7 points compared to the average in the banking sector. A positive gap compared to the constantly growing insurance sector, which rose from +5.7 points in 2019 to +9.9 points in 2023, for a reputational performance of 77.6 points on a scale from 0 to 100, which places Unipol in the "Strong" (70-79) bracket.

Urban Up: the prestigious CTBUH Award of Excellence goes to Unipol Tower

In the 2024 edition of the CTBUH (Council on Tall Buildings and Urban Habitat) Annual Awards, Unipol Tower was the only new Italian building to be recognised in the 20 categories of the competition. During the CTBUH 2024 International Conference, which was held from 23 to 27 September 2024 between London and Paris and which each year sees the participation of over 1,300 delegates from 50 countries around the world, Unipol Tower received the prestigious Award of Excellence in the Tall Building 100-199 metres category. This is an authoritative global recognition that rewards projects that have made an extraordinary contribution to the progress of tall buildings and the urban environment, by achieving the highest sustainability standards.

Unipol confirmed as the strongest insurance brand in Italy

The 2024 Brand Finance Insurance Report, which assessed insurance brands on the basis of their ability to influence consumers' choices, recognised UnipolSai (now merged into Unipol) as the strongest insurance brand in Italy. This prestigious result confirms its leading position in the Italian insurance market and the strength of the brand. In fact, UnipolSai (now merged into Unipol) obtained an exceptional score, between 8/10 and 9/10 across nearly all key indicators: brand familiarity, high knowledge, products suited to needs, overall reputation and propensity to buy. The score in the "Propensity to accept higher prices for the services offered" category is particularly noteworthy, which indicates the trust and value that customers recognise in UnipolSai products and services. The Company was also praised for its ease of dialogue and customer service quality.[BP1]

MF Best ESG Rating Award

In October 2024, UnipolSai was awarded the "MF Best ESG Rating Award", assigned by Class Editori - Milano Finanza. At the basis of the recognition is the rating that Standard Ethics issued, EEE-, the highest in Italy, "For having pursued structural streamlining and innovations in line with the Sustainability policies promoted by the EU, UN and OECD. The Strategic Plan and Sustainability Policy include Guidelines and ambitious objectives for the protection of the Environment (Climate Strategy), Social issues (Human Rights Guidelines) and Governance (Anti-Corruption Guidelines)".

Insurance business highlights

Financial Statements Aggregate Figures
Amounts in €m 2024 2023
Gross premiums 11,505.7 11,250.7
% variation (1) 2.3
Direct premiums 10,907.5 10,762.5
% variation (1) 1.3
Payments (claims, expiries, surrenders and annuities) 8,982.4 8,101.8
% variation (1) 10.9
Operating expenses (net of reinsurance) 2,477.3 2,322.7
% variation (1) 6.7
Expense ratio Non-Life business (2) 29.7% 29.3%
Expense ratio Life business (2) 4.9% 4.2%
Loss ratio with OTI ratio (3) 61.0% 76.7%
Combined ratio direct business with OTI ratio (4) 90.6% 106.0%
Net gains on investments and net realised gains
-excluding class "D" and impairment/reversals 1,563.3 1,625.6
% variation (1) (3.8)
-excluding class "D" and including impairment/reversals 1,516.6 1,540.7
% variation (1) (1.6)
Net profit (loss) 776.0 645.3
% variation (1) 20.3
No. of agencies 1,893 1,991
No. of agents 3,599 3,643
No. staff (5) 6,730 6,580

(1) Percentage variation on the previous year

(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: 6,546 (6,391 in 2023)

Amounts in €m Financial Statements
2024
Aggregate Figures
2023
Investments and cash and cash equivalents 53,424.2 51,416.1
% variation (1) 3.9
Technical provisions 48,550.4 48,095.5
% variation (1) 0.9
% Technical provisions/Premiums ratio
- Non-Life 180.5 196.6
- Life 951.8 878.2
- Non-Life + Life 422.0 427.5
Shareholders' equity 7,077.2 6,583.6
% variation (1) 7.5

(1) Percentage variation on the previous year

Share performance

Information on share performance

At the end of December 2024 the official price of the Unipol share was €12.003, in the last 12 months recording an increase of 132.2% against an increase in the FTSE Italia All-share index of 12.0%.

Capitalisation values

Capitalisation at 31 December 2024 amounted to €8,631m (€3,704m at 31/12/2023).

Shareholding structure

The shareholding structure at 31 December 2024 is shown in the chart below:

-

As then rendered public according to current legislation, 16 shareholders signed a shareholders' agreement relating to Unipol Assicurazioni SpA (now Unipol Gruppo SpA). That agreement, which was renewed on 15 December 2023, regarded 215,621,214 ordinary shares, representing 30.053% of the share capital of Unipol. Please also recall that the Extraordinary Shareholders' Meeting of 30 April 2020 approved, inter alia, the amendment of Art. 6 of the By-Laws of Unipol, introducing the increased voting right pursuant to Art. 127quinquies of Legislative Decree no. 58 of 24 February 1998, as amended. The Company then adopted the Regulation on increased voting rights on 25 June 2020. At 31 December 2024, 344,920,030 shares had acquired increased voting rights.

Below is the updated list of Shareholders who, at 31 December 2024, held more than 3% of Unipol voting rights, for which the increased rights took effect 24 months after registration in the Special List for entitlement to benefit from the increased vote:

Direct shareholder % share of voting rights
Coop Alleanza 3.0 Soc. Coop. 29.290%
Holmo S.p.A. 9.050%
Nova Coop Soc. Coop. 8.999%
Cooperare S.p.A. 5.804%
Coop Liguria Soc. Coop. di Consumo 4.820%
Coop Lombardia Soc. Coop. 3.272%

Operating performance

At 31 December 2024, direct insurance premiums, gross of reinsurance, stood at €10,907.5m, up (+1.3%) compared to €10,762.5m in 2023.

Non-Life direct premiums amounted to €7,306.4m, up 5.1% (€6,951.7m at 31/12/2023).

The MV segment, with premiums equal to €4,027.3m, recorded growth of 8.8% (€3,701.3m in 2023). Operations were positively affected by the improvement in business margins aimed at covering growth in the cost of claims linked to the inflationary trend affecting the segment and regulatory adjustments of the reference values of damages for macroinjuries. In addition, the accessory guarantees included in the Land Vehicle Hulls class, which recorded growth of 18.2% compared to 2023, are also continuously developing.

Non-MV direct premiums amounted to €3,279.0m (+0.9% compared to 2023); the segment was positively affected by portfolio repricing and changes.

The direct business combined ratio at 31 December 2024, including the balance of other technical items and calculated entirely on premiums earned, stood at 90.6% against 106.0% in 2023, of which the loss ratio, including the balance of other technical items, of 61.0% (76.7% in 2023) and expense ratio of 29.7% of premiums written (29.3% in 2023). Recall that in 2023, there were exceptional catastrophic events in our country, mainly attributable to the flood that struck Emilia-Romagna in May and to the hail events on the regions of Northern Italy in July 2023.

The incidence of other technical items was stable (1.5% compared to 1.4% in 2023). The combined ratio net of reinsurance was 94.3% (101.0% in 2023).

The Company achieved Life direct premiums of €3,601.2m, down 5.5% compared to €3,810.9m recorded in 2023, marked by very significant premiums of Closed pension funds. The sales network in 2024 focused on traditional and multi-segment products, with a view to optimising the net flows of segregated funds.

The management of financial investments benefited from asset allocation decisions, 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% on invested assets, of which 0.16% from security sales. This profitability is similar to that recorded in 2023 on an aggregate basis.

With reference to real estate operations, real estate asset renovations and development continued during the year, for both direct use and third-party use.

Among the transactions during the year, note in particular the contribution of some properties owned by the Company to the Tikal and Oikos funds, managed by the subsidiary Unipol Investimenti SGR, for a total value of €291.9m.

Unipol Assicurazioni recorded a net profit at the end of the period of €776.0m in 2024, compared to €645.3m in the previous year on an aggregate basis.

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

A. At the end of 2024, premiums were €11,505.7m, of which €10,907.5m in direct business, with breakdown as follows:

1 Management Report

Amounts in €m
Premiums Non-Life Life Total 2024 Total 2023 % Var. Var.on 2023
Direct business 7,306.4 3,601.2 10,907.5 10,762.5 1.3 145
Indirect business 597.7 0.4 598.2 488.2 22.5 110
7,904.1 3,601.6 11,505.7 11,250.7 2.3 255
Premiums ceded 363.3 8.5 371.9 288.8 28.8 83
Premiums retained 7,540.8 3,593.1 11,133.9 10,961.9 1.6 172
% breakdown 67.7 32.3 100.0

The net retention of acquired premiums was 96.8%, down with respect to the previous year (97.4%). The result from technical insurance management, which also includes operating expenses and allocation of the share of gains on investments, was overall positive for €1,005.5m (€633.3m in 2023) with the breakdown showing €204.8m for the Life business and €800.7m for the Non-Life business.

  • B. Total operating expenses (including acquisition and collection commissions and other acquisition and administrative expenses) were €2,477.3m (+6.7% compared to 2023), with an incidence on (Life and Non-Life) premiums of 21.5% (20.6% in 2023). Net of reinsurers' commissions, total operating expenses were equal to €2,383.6m (+6.3% compared to 2023).
  • C. Investments and cash and cash equivalents (net of impairment) reached €53,424.2m, (€51,416.1m in 2023), of which €8,223.3m (€7,361.4m in 2023) 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 €1,434.5m, up €219.7m on 31 December 2023. Net gains on investments and financial income, including net realised capital gains and impairment and reversals of impairment losses, amounted to €1,516.6m, increasing by €117.7m compared to 31 December 2023 (€1,398.9m in 2023, +8.4%).
  • E. Technical provisions for the Life and Non-Life businesses reached a total amount, at the end of 2024, of €48,550.4m (+0.9%); net of the reinsurer's share, they amounted to €47,918.6m (+1.6%). The technical provisions-premiums ratio was 180.5% in the Non-Life business (196.6% in 2023) and 951.8% in the Life business (878.2% in 2023).
  • F. Profit from ordinary operations amounted to €1,008.8m, while there was a loss from extraordinary operations, which came to a negative -€7.5m, bringing pre-tax profit to €1,001.3m.
  • G. Taxes for the period had a negative effect on the profit for the period of €225.3m.

Therefore, the net profit for the year amounted to €776.0m, compared to €645.3m in the previous year.

The shareholders' equity of the Company, including the profit for the year, was €7,077.2m.

Payments

Amounts in €m

Total premiums

Technical provisions

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

Premiums

Premiums acquired at 31 December 2024 amounted to a total of €11,505.7m, an increase of 2.3%. 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
2024
%
Comp.
FY
2023
%
Comp.
Variation 2024/2023
amount
%
ITALIAN DIRECT BUSINESS
Non-Life business
1 Accident 597,410 5.5 608,258 5.7 (10,848) (1.8)
2 Health 73,757 0.7 127,471 1.2 (53,714) (42.1)
3 Land Vehicle Hulls 1,052,283 9.6 890,309 8.3 161,973 18.2
4 Railway rolling stock 791 0.0 1,002 0.0 (210) (21.0)
5 Aircraft 836 0.0 1,904 0.0 (1,067) (56.1)
6 Sea, lake and river vessels 6,442 0.1 6,065 0.1 377 6.2
7 Goods in transit 17,345 0.2 18,693 0.2 (1,348) (7.2)
8 Fire 688,459 6.3 642,664 6.0 45,794 7.1
9 Other damage to property 657,230 6.0 639,439 5.9 17,792 2.8
10 Land Vehicle TPL 2,964,818 27.2 2,801,128 26.0 163,691 5.8
11 Aircraft TPL 2,054 0.0 1,989 0.0 65 3.3
12 Sea, lake and river TPL 10,240 0.1 9,910 0.1 330 3.3
13 General TPL 781,987 7.2 780,020 7.2 1,967 0.3
14 Credit 329 0.0 200 0.0 128 63.9
15 Bonds 55,238 0.5 56,065 0.5 (826) (1.5)
16 Pecuniary losses 82,463 0.8 74,534 0.7 7,929 10.6
17 Legal expenses 86,843 0.8 80,884 0.8 5,960 7.4
18 Assistance 227,836 2.1 211,128 2.0 16,708 7.9
Total Non-Life business 7,306,361 67.0 6,951,661 64.6 354,700 5.1
Life business
I Whole and term life insurance 1,954,597 17.9 1,708,703 15.9 245,894 14.4
III Unit-linked/index-linked policies 129,685 1.2 149,106 1.4 (19,421) (13.0)
IV Health 15,569 0.1 14,146 0.1 1,423 10.1
V Capitalisation insurance 131,930 1.2 151,265 1.4 (19,335) (12.8)
VI Pension funds 1,369,397 12.6 1,787,647 16.6 (418,251) (23.4)
Total Life business 3,601,178 33.0 3,810,867 35.4 (209,689) (5.5)
Total Direct business 10,907,539 100.0 10,762,528 100.0 145,011 1.3
INDIRECT BUSINESS
Non-Life business 597,750 99.9 488,007 100.0 109,743 22.5
Life business 422 0.1 158 0.0 264 166.5
Total Indirect business 598,172 100.0 488,165 100.0 110,007 22.5
TOTAL PREMIUMS 11,505,711 11,250,693 255,018 2.3

In 2024, taxes (borne by policyholders) amounting to €1,129,601k were collected on premiums, along with contributions to the National Health Service amounting to €312,430k

Direct premiums

Non-Life insurance business

Direct business premiums at 31 December 2024 amounted to €7,306.4m, up 5.1% compared to 2023 due to the growth of +8.8% in the MV segment and +0.9% in Non-MV. Also considering indirect business, premiums acquired during the year amounted to €7,904.1m (€7,439.7m in 2023).

In the MV segment, premium growth concerned both the MV TPL segment, as a result of the higher average premium, and Land Vehicle Hulls where, in addition to growth in the average premium of the various covers, a significant distribution agreement signed at the end of 2023 also had an effect.

In Non-MV, slight growth was caused by the Property classes, on which significant tariff repositioning actions were carried out, which offset the decline in the individuals segment, mainly related to the reduction in the Health class for the UniSalute 2.0 project, which aims to centralise the portfolio on the Group's specialist company.

With regard to claims reported, 1,851,585 claims were received during the year with reference to all Non-Life classes, with a decrease of 19.9% compared to those received in 2023, mainly due to the decrease in the Health class, following the transfer of the portfolio to Unisalute, and secondarily to the Property and Land Vehicle Hulls classes, whose performance in 2023 was burdened by the well-known events that occurred in July, while in 2024 it began to benefit from the initial results of the shares in portfolio.

In 2024, the Claims Area managed 1,235,637 claims reported during the year for the Company (of which roughly 78% have already been settled with payment) in addition to 507,682 claims from previous years outstanding at 1 January or reopened (of which 71.5% already settled with payment).

"Fault" claims (Non-Card, Debtor Card or Natural Card) totalled 465,152, down by 5.9% (494,312 in 2023).

Claims that present at least a Debtor Card claims handling totalled 286,227, down (-4.1%) compared to the same period in the previous year.

Handler Card claims were 342,877 (including 70,448 Natural Card claims, claims between policyholders at the same company), down by 6.6%. The settlement rate in 2024 was 79.1%, up from the same period of last year (78.1%).

The weight of cases to which the Card agreement may be applied (both Handler Card and Debtor Card claims)1 out of total cases (Non-Card + Handler Card + Debtor Card) in 2024 was equal to 85.3% (unchanged compared to 2023).

The average cost (amount paid plus amount reserved) for claims reported and handled (including claims incurred but not reported) increased by +8.2% in 2024 (+1.5% in 2023). The average cost of the amount paid out rose by 3.2% (+3.5% in 2023).

The strong increase is linked to the review of the tables of the Court of Milan used to assess the cost of claims with serious injuries.

The table below, regarding Italian direct business and for the main classes concerned, illustrates the claims settlement rate at 31 December 2024 and the comparison with 31 December 2023, 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
2024 2023 2024 2023
Accident 64.1 62.4 71.5 71.0
Health 81.7 82.0 68.8 68.9
Land Vehicle Hulls 85.7 75.3 84.1 87.5
Fire 68.8 49.4 82.9 67.9
Other damage to property 73.7 67.7 83.6 79.5
General TPL 62.6 63.2 44.3 42.9
Motor TPL under management (NC+HC) * 76.5 75.6 58.4 57.4
"Non-Card" Motor TPL 64.2 64.2 46.1 45.1
"Handler Card" Motor TPL 79.2 78.1 68.2 68.5
"Debtor Card" Motor TPL 73.6 73.7 73.6 72.5

Percentage amounts

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

Overall, charges relating to claims for the current and previous years, net of reinsurance, came to €4,700.3m, and dropped compared with 2023 (-5.0%) due primarily to the comparison with 2023, which was burdened by the exceptional events noted above.

1 "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.

1 Management Report

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 €4,479.7m, an increase of €261.3m compared with 2023 (+6.2%).

Total Non-Life technical provisions reached €14,270.4m at the end of the year, a decrease of €355.0m (-2.4% compared with 31/12/2023), amounting to 180.5% of premiums acquired (196.6% at 31/12/2023).

Operating expenses in the direct and indirect Non-Life business, including acquisition and collection commissions and other acquisition costs and administrative expenses, amounted to €2,209.5m compared with €2,082.1m in 2023. The incidence of operating expenses on premiums earned referring only to direct business was 29.7% (29.3% in 2023).

The technical result showed a positive balance of €800.7m (€428.0m in the previous year). The transfer of the share of net gains on investments came to €387.8m, compared with €455.5m in the previous year. Below we provide information on the technical performance of the main classes.

Claims Paid Claims Reported
2024 2023 % Variation 2024 2023 % Variation
Amounts in €k Migliaia di euro Migliaia di euro Number Number
CLASS Italian Direct Business -
Non-Life business
1 Accident 274,474 276,695 (0.8)% 79,503 83,857 (5.2)%
2 Health 83,601 142,061 (41.2)% 136,785 402,964 (66.1)%
4 Railway rolling stock 1,322 5,533 (76.1)% 1 1 0.0%
5 Aircraft 692 6,279 (89.0)% 18 26 (30.8)%
6 Sea, lake and river vessels 4,804 4,777 0.6% 360 388 (7.2)%
7 Goods in transit 4,884 4,525 7.9% 2,037 2,078 (2.0)%
8 Fire 732,902 534,641 37.1% 51,616 114,299 (54.8)%
9 Other damage to property 440,754 363,055 21.4% 219,002 229,378 (4.5)%
11 Aircraft TPL 739 515 43.4% 21 21 0.0%
12 Sea, lake and river TPL 7,777 6,989 11.3% 829 1,011 (18.0)%
13 General TPL 374,283 343,488 9.0% 83,358 87,377 (4.6)%
14 Credit 82 235 (65.3)% 1 (100.0)%
15 Bonds 15,304 2,178 602.8% 395 486 (18.7)%
16 Pecuniary losses 21,468 30,711 (30.1)% 28,437 27,882 2.0%
17 Legal expenses 14,230 15,290 (6.9)% 8,048 8,045 0.0%
18 Assistance 107,212 106,168 1.0% 438,483 441,763 (0.7)%
TOTAL NON-MV
BUSINESS
2,084,530 1,843,140 13.1% 1,048,893 1,399,577 (25.1)%
10 Land Vehicle TPL 1,737,497 1,791,936 (3.0)% 465,152 494,312 (5.9)%
3 Land Vehicle Hulls 657,696 583,372 12.7% 337,540 416,528 (19.0)%
TOTAL MV BUSINESS 2,395,193 2,375,307 0.8% 802,692 910,840 (11.9)%
TOTAL NON-LIFE
BUSINESS
4,479,723 4,218,447 6.2% 1,851,585 2,310,417 (19.9)%

Accident

Direct premiums €597.4m (−1.8%) Number of claims reported 79,503 (−5.2%) Claims paid out €274.5m (−0.8%) Charges relating to claims €263.7m (−15.9%)

The Accident class closed the year 2024 with premiums down.

The macroeconomic scenario continues to cause a contraction in the insurance spending capacity of customers and the various commercial initiatives implemented partially supported development and retention. In the Retail area, the decrease in premiums was caused by the drop in Traffic Accident insurance contracts, signed when MV policies are taken out, which are therefore correlated with trends in MV TPL prices, while other individual policies showed a recovery. In the segment of collective risk cover in the area of Tenders for Public Entities and Sports Federations, the more restrictive underwriting policy aimed at recovering margins continued, leading to a contraction in premiums, while in the other segments premiums were up.

With regard to claims, there was a decrease in both the number and the cost in all segments, resulting from the rebalancing and recovery policies undertaken, which resulted in an improvement in the technical ratio and confirmed the positive technical balance of the class.

Health

Direct premiums €73.8m (−42,1%) Number of claims reported 136,785 (−66.1%) Claims paid out €83.6m (−41.2%) Charges relating to claims €49.1m (−57.6%)

The reduction in premiums that began in 2023 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 reduction effect for the year 2024 is mainly due to the transfer of group policies with a significant collection volume to UniSalute, while in the retail portfolio the decrease was more gradual.

Also with regard to claims, the decrease was due to the same collective policies characterised by a high claims frequency, on cover with a low average cost.

The year 2024 closed with an improvement in the class's already positive technical balance.

Land Vehicle Hulls

Direct premiums €1,052.3m (+18.2%) Number of claims reported 337,540 (−19.0%) Claims paid out €657.7m (+12.7%) Charges relating to claims €599.4m (−17.2%)

Premiums recorded a double-digit growth trend, due in particular to the Car Fleet segment thanks to an important agreement with a leading international Group. The increase in premiums for the Single Car part is, however, significant and mainly determined by the increase in the average premium of some relevant guarantees, including Natural Events, Kasko (Comprehensive cover) and Glass replacement/repair.

The sharp decline in claims and costs was caused by the comparison with 2023, which was burdened by exceptional natural flood and hail events and the initial results linked to class portfolio actions.

The trends observed brought the class into positive territory.

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Fire

Direct premiums €688.5m (+7.1%) Number of claims reported 51,616 (−54.8%) Claims paid out €732.9m (+37.1%) Charges relating to claims €339.7m (−72.8%)

The Fire class confirmed the significant increase in premiums recorded during the year, with growth both in the Retail Line, in the Home segment, and in the SME (Small Medium Enterprise) Line in all business segments, with significant peaks in Condominiums, Trade and Public Entities. This positive development in premiums is mainly due to tariff changes and repositioning of the portfolio and products on the price list. The Corporate segment recorded an increase in collections linked in part to the margin recovery actions carried out starting from 2023.

There was a sharp decline in the number of claims reported, mainly due to the significant reduction in atmospheric and flood events recorded during the period compared to the exceptional ones in 2023. This reduction, together with the actions taken and a lower impact of peak claims, led to a decrease in the overall cost.

These trends brought the class's technical balance into positive territory.

Other Damage to Property

Direct premiums €657.2m (+2.8%) Number of claims reported 219,002 (−4.5%) Claims paid out €440.8m (+21.4%) Charges relating to claims €427.2m (−19.0%)

Other Damage to Property premiums confirmed growth across all Lines of Business, also due to tariff repositioning actions on products on the price list as well as the portfolio.

The decrease in the number and cost of claims mainly concerned the Commerce and Business segments, the Corporate Line segments and the Hail class. These decreases are a result of the lower impact of atmospheric events compared to the previous year, the effectiveness of the actions taken as well as the lower impact of peak claims.

The lower costs together with the increase in premiums led to an improvement in the technical result of the class.

Land Vehicle TPL

Direct premiums €2,964.8m (+5.8%) Number of claims reported 465,152 (−5.9%) Claims paid out €1,737.5m (−3.0%) Charges relating to claims €2,115.2m (+9.1%)

The class closed the year 2024 with premium growth. The measures to recover margins applied from the end of 2022, have allowed for a significant reversal of the downward trend in the average premium that had characterised the business over the last 10 years.

The rise in the average premium, accelerated in the second half of 2023 and continued, albeit to a lesser extent, in the course of 2024 guaranteed an increase in collections concerning both the Single Car and Car Fleet segments, offsetting the contraction of the consumer portfolio.

The return to post-pandemic normality has maintained a certain advantage in terms of claims frequency, which is further reduced compared to 2023, resulting in a decrease in the number of claims, also due to the portfolio decline. On the other hand, the cost of claims was up as a result of the increase in the average cost arising from inflationary pressures and case law on micro-injuries and quantification of family member losses on claims with fatalities.

The strong recovery in the average premium and the improvement in the claims frequency guaranteed the maintenance of a positive technical result of the class.

Other TPL

Direct premiums €782.0m (+0.3%) Number of claims reported 83,358 (−4.6%) Claims paid out €374.3m (+9.0%) Charges relating to claims €347.8m (+78.6%)

Other TPL premiums, always based on particularly careful underwriting policies, remained basically stable year on year. The good performance of the Corporate Line, as well as the Retail Line and the Construction and Trade segments, managed to offset the decline in the Public Entities segment, linked to portfolio actions, as well as Professionals where certification activities linked to the 110% Superbonus have been eliminated.

The decrease in claims was widespread among the various segments, while the increase in cost was due to both the greater impact of peak claims in the Small and Medium-sized Enterprises segment and the increase in average cost resulting from the careful reserving policy, also in light of the publication of the new tables for compensation for financial damages by the Court of Milan.

However, these impacts did not undermine the class's positive result.

Credit and Bonds

Direct premiums €55.6m (−1.2%) Number of claims reported 395 (−18.9%) Claims paid out €15.4m (+537.7%) Charges relating to claims −€13.3m (−566.6%)

Although premiums recovered on the first half of the year, they closed down compared to 2023 due to the reduction in NRRP transactions and increased risk selection given the deteriorating macroeconomic scenario. The underwriting of risks, especially those of a greater amount or duration, is reserved for experienced customers with a high credit rating and the underwriting of risks on customers recently acquired by the Company remains very prudent.

The decrease in claims was confirmed with an overall cost for the year in line with previous years. The settlements trend was confirmed up against claims that were easy to determine in terms of quantifying the amounts due from the Company, and the focus on recovery/recourse actions against policyholders on claims opened in previous years continued with greater vigour. 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 confirmed a marginal amount, based on extremely modest, insignificant values.

Pecuniary Losses

Direct premiums €82.5m (+10.6%) Number of claims reported 28,437 (+2.0%) Claims paid out €21.5m (−30.1%) Charges relating to claims €24.3m (+77.3%)

The growth in premiums mainly concerns Tourism risks, Cyber cover and the Car Fleet segment, thanks to an important agreement with a leading international Group.

With regard to claims and costs, there were no critical situations and the increase recorded did not compromise the class's positive result.

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Legal Expenses

Direct premiums €86.8m (+7.4%) Number of claims reported 8,048 (+0.0%) Claims paid out €14.2m (−6.9%) Charges relating to claims €8.2m (−45.2%)

The class closed the year with premiums up across all segments, particularly for the Car Fleets thanks to the abovementioned agreement with a leading international Group. With regard to claims, there was a decrease in cost, which further improved the already positive results of the class.

Assistance

Direct premiums €227.8m (+7.9%) Number of claims reported 438,483 (−0.7%) Claims paid out €107.2m (+1.0%) Charges relating to claims €103.9m (+1.0%)

The Assistance class closed the year with premiums up due to growth in the average premium for Single Cars and volume growth for Car Fleets; the growth was linked to the agreement already mentioned in the other cover linked to driving.

The cost of claims increased slightly due to the rising claims frequency, which in any case did not jeopardise the positive result of the class.

Goods in Transit

Direct premiums €17.3m (−7.2%) Number of claims reported 2,037 (−2.0%) Claims paid out €4.9m (+7.9%) Charges relating to claims €4.8m (−22.8%)

The Goods in Transit class recorded a decline in premiums, essentially attributable to the transfer of a material risk to the Group's specialist company. To a lesser extent, the class was affected by the strong competition in progress combined with a decrease in the turnover of some significant companies. On the other hand, commercial action and the appreciation of the network limited the loss and generated various hedging opportunities.

The loss ratio was down, as were charges relating to claims, resulting in an improvement in the already positive result of the class.

Marine Vessels

Direct premiums €6.4m (+6.2%) Number of claims 360 reported (−7.2%) Claims paid out €4.8m (+0.6%) Charges relating to claims €4.6m (+74.6%)

The Marine Vessels class confirmed the increase in premiums observed during the year due to the ongoing rate adjustments aimed at rebalancing trends. The portfolio mainly consisted of leisure vessels, in addition to some marginal quotas relating to commercial vessel risks.

The decrease in claims reported was appreciable, confirming the reorientation policy carried out, while the increase in the total cost caused the class's technical balance to deteriorate.

The new Non-Life Products

To be noted in the MV TPL and Land Vehicle Hulls classes, starting from May 2024, is the implementation of the provisions of Italian Legislative Decree no. 184 of 22 November 2023 ("Decreto RCA" - MV TPL Decree), in execution of Directive (EU) 2021/2118 relating to MV TPL insurance and the enforcement of the obligation to insure against such liability. In this regard, it should be noted that IVASS has recommended that all companies operating on Preventivass disable, if they have activated it, the additional suspension clause, removing it from the optional items subject to free negotiation between the parties.

The main topics covered include:

  • Kasko: the basic guarantee was restricted to only one claim per insurance year; at the same time, a customisation called "Kasko Extra" was added which, with a premium increase, overcomes that limitation;
  • Smart Drive: with reference to the Unibox Smart Drive device, the replacement process in the event of an ascertained fault was reviewed. In particular, the customer is invited to go to their reference agency, rather than to an approved installer, who replaces the device by associating a new serial number to the customer's voucher;
  • termination of contract: two new cases have been included for which it is possible to proceed with the termination of the MV TPL insurance cover:
    • vehicle unsuitable for use as a means of transport, through formal communication to the Company;
    • vehicle for which the prohibition of use is documented, on a temporary or permanent basis, by virtue of a measure adopted by the competent authority in accordance with current legislation (e.g. administrative detention, confiscation and seizure).

In 2024, a number of tariff review measures were adopted for the MV price list, aimed at pursuing technical excellence in the Non-Life MV business and guaranteeing adequate levels of development and margins. New measures have been introduced with a view to reducing, compared to the past, the portfolio's exposure to catastrophe events; indeed, it is no longer sufficient merely to change the levels of the tariff coefficients, but it was also necessary to review the content of the offer to customers, already as of 1 February 2024.

With regard to the Non-MV segment, Unipol updated the Unipol Casa&Servizi (Home & Services) product, making regulatory and tariff revisions. Starting from January 2024, the new edition of the product was mainly focused on the "Atmospheric Events" cover with the aim of monitoring the technical performance of the guarantee with greater attention, in order to be able to support the reasonable margins with respect to the new climate and economic context. In continuity with the actions already taken in the first half of the year, also in light of the events that occurred in 2023 and 2024 in relation to natural hazards, the "Unipol Casa&Servizi" product was introduced:

  • a limited realignment of the pricing on the components of Other Damage to Property;
  • a more updated flood risk pricing model that includes new geographical risk maps and their updated clustering, with a view to better monitoring the areas most exposed to potential extreme events.

It is also worth noting the "Voice of Customer" (VOC) customer satisfaction continuous listening and monitoring initiative, in which the Unipol Group has been engaged for three years. The VOC model involves the administration of satisfaction questionnaires to customers who have interacted with the company, an analysis of them and recontacting dissatisfied customers, in order to understand the reasons and resolve the problems. In fact, the information collected is essential to identify needs and expectations, in order to offer a more customised and proactive service. After an initial pilot phase, starting from November 2024 the project has reached all agencies. The VOC model increases customer loyalty levels, building long-term relationships and reducing the churn rate, demonstrating that data analysis is fundamental to take strategic decisions, optimising internal processes.

Life business and Pension Funds

Total premiums (direct and indirect business) for the year 2024, equal to € 3,601.6m, were down (−5.5%) compared to the same period of the previous year, which benefited from the acquisition of five new Class VI occupational pension funds for a total of €872m. Net of Class VI Occupational Pension Funds, performance in 2024 would have increased by 10.3% compared to the same period of 2023.

The following table shows the breakdown into individual and collective policies and between periodic premiums and single premiums and the various ministerial classes, which totalled €3,601.2m:

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FY FY Variation 2024/2023
Amounts in €m 2024 2023 amount %
Direct Business
Individual 1,610.9 1,490.6 120 8.1
Group 1,990.3 2,320.2 (330) (14.2)
Total 3,601.2 3,810.9 (210) (5.5)
Periodic premiums 637.6 657.4 (20) (3.0)
Single premiums 2,963.6 3,153.5 (190) (6.0)
Total 3,601.2 3,810.9 (210) (5.5)
Ministerial Class
Class I 1,954.6 1,708.7 246 14.4
Class III 129.7 149.1 (19) (13.0)
Class IV 15.6 14.1 1 10.1
Class V 131.9 151.3 (19) (12.8)
Class VI 1,369.4 1,787.6 (418) (23.4)
Total 3,601.2 3,810.9 (210) (5.5)

The comparison between 2024 and 2023 shows a different development of premiums by insurance class. In the individual policies sector (which shows an increase of 8.1% compared to the previous year), the distribution choice in 2024 was affected by the financial context still characterised by high interest rates, although they are falling slowly, with a consequent opportunity for development in Class I (+14.4%), captured by the Company through the new Unipol Investimento Multigest product with volumes in December of 614.7m, developed with a mix of Segregated Funds to ensure a high prospective return such as to make the product competitive with respect to other financial instruments. The 2024 offer also saw the continuation of the campaign about the Unipol Investimento Garantito product which, under certain conditions, provided for the application of a lower management fee.

Customers responded positively to the distribution offer, showing excellent sales performance in Class I in the final quarter of 2024, which made it possible to partially offset the outflows and a reduction in the net balance, which in any event remains negative. On the other hand, the offer of stand-alone Segregated Fund products reduced the development of capital light products with a reduction in Class III premiums, overall down by 13.0% compared to the fourth quarter of 2023.

Collective policies showed a decrease of 13.6% compared to the same period of the previous year, attributable to the aforementioned lower premiums of Class VI Occupational Pension Funds. Net of Pension Funds, collective policy premiums increased by 17.1% and showed excellent development in this segment as well.

To complete the reading of the data by insurance class, there was also an increase of 10.1% in Class IV, which shows significant interest from customers in pure risk products.

First year premiums declined compared to the previous year (-3.1%), particularly in Class I (-6.1%).

The amounts paid (direct and indirect business) came to a total of €3,538.8m, an increase by 11.4% compared with the previous year, broken down as follows:

Amounts in €m 2024 2023 % Variation on 2023
Class I 2,098.7 1,931.1 8.7
Class III 139.2 102.9 35.3
Class IV 0.0 0.2 (81.2)
Class V 446.3 546.3 (18.3)
Class VI 854.4 597.3 43.1
Total 3,538.8 3,177.9 11.4

During 2024, there was an increase in the amounts paid on Class I (+8.7%), Class III (+35.3%) and Class VI (+43.1%).

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

Amounts in €m 2024 2023 % Variation on 2023
Capital and annuities accrued 466.9 422.5 10.5
Surrenders and advances 2,850.7 2,535.0 12.5
Claims 215.5 215.5 0.0
Settlement expenses 5.3 5.0 5.8
Indirect business 0.3 (0.1) 375.4
Total 3,538.8 3,177.9 11.4

The change in settlements at 31 December 2024 was an overall increase of 11.4% due to the significant rise in surrenders (+12.5%), a phenomenon already identified in 2023 and attributable to the financial context that continues to see higher interest rates and inflation than in the pre-2022 situation, when the prolonged phase of low rates and the resulting competitiveness of Segregated Funds returns had kept the surrender rate at low levels. The 2024 market context sees some timid signs of stability in surrender rates, which remain at levels below the market average. In the analysis by settlement type, there was also an increase in maturing capital (+10.5%), while claims were in line with the previous year.

Technical provisions for the direct and indirect portfolios came to €34,279.9m, an increase of 2.4% compared with the previous year.

The technical result showed a positive balance of €204.8m, compared with a positive €205.3m in the previous year.

Pension Funds

Unipol has continued to maintain its considerable position within the supplementary pension schemes market. The Company managed a total of 28 Occupational Pension Fund mandates at 31 December 2024 (22 of them for accounts "with guaranteed capital and/or minimum return").

Resources under management totalled €6,586.9m (€5,867.6m with guaranteed capital).

The assets of the open pension fund "Unipol Previdenza FPA" amounted to €952.1m; the fund has 40,497 members.

The new Life Products

In January 2024, Unipol expanded the range of revaluable products with the marketing of a new single premium investment product, Unipol Investimento MultiGest, characterised by the connection to two segregated funds for the entire contract duration with an equal allocation of premiums (50% Press and 50% Fondivita).

The new product allows additional payments and provides for a reduced withholding fee in the first three years of the contract. In May 2024, this product was restyled: the new version maintained the same technical features as the previous version but included, among the segregated funds associated with the product, also Risparmio Dinamico, with the following allocation of premiums: 35% Press, 35% Fondivita and 30% Risparmio Dinamico (the latter replaced by Real Estate Unipol as of October 2024).

The new versions of the pure risk Temporary insurance in the event of death product with decreasing capital (annual premium and single premium) and constant capital (single premium) began being marketed in October. The new products are more competitive and offer greater flexibility due to the updating of demographic bases and expansion of the underwriting limits.

In the final part of the year, the Company enhanced its offer of recurring single premium products with the new Risparmio mixESG product. The product is characterised by several oversight mechanisms intended to provide greater continuity to the premium payment plan, in line with the corresponding single-premium product, the investments are linked in a fixed combination with the Real Estate Unipol Segregated Fund (60%) and the Unipol ESG Internal Fund (40%). The product promotes environmental or social characteristics but does not have sustainable investments as its objective. It can satisfy any sustainability preferences expressed through the consideration of certain PAIs (Principal Adverse Impacts).

The new version of the Investimento MixSostenibile product, renamed Unipol Investimento mixESG, began being marketed in December. The new product continues to have the same technical characteristics as the previous "MixSostenibile", with the exception of the change in the Segregated Fund (replacement of 3A Fund with Real Estate Unipol) and the reduced management fee.

Sales and settlement organisation

Structure of the sales organisation

At 31 December 2024, the agency network comprised 1,893 agencies (1,991 at 31/12/2023), of which 1,888 private agencies and 5 corporate agencies, employing 3,599 agents.

The main measures taken to support the business included:

  • the campaigns aimed at improving Portfolio quality in the General Classes, with a particular focus on Property products and the relative atmospheric risk cover;
  • as part of the project to relaunch the Health business, the continuation of campaigns to support new business and the migration of the Unipol Portfolio to UniSalute;
  • the relaunch of commercial campaigns in the Life sector, in particular in the Protection (Temporary insurance in the event of death and Long Term Care) and Investment segments;
  • the implementation of specific sales campaigns dedicated to the specialist network of agencies, consisting of nearly 2,000 salespeople, of which around 1,100 Family Welfare Specialists, 700 Business Specialists and longterm rental specialists;
  • the expansion to 1,450 (from 750 at 31/12/2023) of the number of Omnichannel Representatives, the specialists in the agency responsible for promoting the opportunities deriving from the operations of customers and prospects on digital channels as well as the evolution of the omnichannel distribution model;
  • 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. With these methods, from 1 January to 31 December 2024, 52,821 policies were assigned to the agencies;
  • the intensification of communication activities in favour of the online renewal of expiring policies, which in 2024 led the online payment of 304,191 receipts through digital channels generating a 16.4% increase compared to the same period of 2023. The retention rate for policies viewed online also reached 85% for the MV segment and 93% for the General Classes;
  • during 2024, the contactability rate rose by 5 percentage points, reaching 82%, and simultaneous growth in the collection of "complete" omnibus consents made it possible to evolve the omnichannel sales offer thanks to greater personalisation and the adoption of advanced propensity models;
  • the Unipol website and App are continuously evolving, so as to improve the digital experience and enhance the services offered to more than 5.1 million customers registered in the Reserved Area. The full realisation of the effects of the new Unipol 3.0 Agreement with the agency network introduced, among other new elements, innovative systems for calculating commissions differentiated by channel, MV commissions linked to specific collection and margin growth parameters and a new Health business incentive system;
  • the launch of the Salesforce project aimed at providing agencies with a new and more advanced management tool that, compared to the current one, is able to fully exploit new sales initiatives through more advanced architecture and the introduction of new functions.

DAILY, the new portal dedicated to agencies, online

Since 20 November 2024, DAILY, the new portal dedicated to Unipol agencies, has been online in a context of digital evolution that aims to offer a technologically updated website capable of further expanding and enhancing the relationship with the agencies. Already from the name, it is clear that the new DAILY portal is intended to be a daily work tool, able to provide all useful information to agencies and facilitate their sales activity.

Settlement structure

The Claims Area of Unipol 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 2024 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, information from the electronic data collected was also integrated in the claims application, in order to provide the adjuster with more information. 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.
  • Atmospheric event detection tool: the 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 new functions.
  • Claims with injuries: actions also continued to be carried out to optimise the management of claims with injuries by implementing various tools and procedures, which strengthened data use to identify injury type/severity and optimise the injury management and reserving process.
  • 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.
  • MV and Property Customer Journey: the review of the Customer Journeys of customers who suffer an MV or Property claim was another of the priorities of the 2022-2024 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.

Operating and settlement expenses

Overall, operating expenses (direct and indirect business), which include acquisition and collection commissions and other acquisition costs and administrative expenses, amounted to €2,477.3m compared with €2,322.7m in 2023 (respectively €2,383.6m and €2,241.3m net of commissions received from reinsurers), an increase of 6.7% compared with 31 December 2023.

Amounts in €m

The incidence of acquisition and collection commissions on premiums, at 17.1%, was up compared to last year (16.3%).

Operating expenses in the direct and indirect Non-Life business, including acquisition and collection commissions and other acquisition costs and administrative expenses, amounted to €2,209.5m compared with €2,082.1m in 2023. The incidence of operating expenses on premiums earned referring only to direct business was 29.7% (29.3% in 2023). In the Life business, net operating expenses (direct and indirect business) totalled €174.1m (up by 9.3% compared to 31/12/2023). The incidence of operating expenses on premiums written referring only to direct business was 4.9%, up by 4.2% compared to the previous year. Despite the decline in premiums, the ratio remained basically stable, due to the different breakdown by class of new business, which saw Class I prevail to the detriment of Class III and Class VI, which had a different remuneration profile.

Settlement expenses in the Non-Life and Life businesses came to €482.9m, up on the figure recorded in 2023 (€463.5m).

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

Acquisition and collection commissions and other acquisition costs totalled €1,969.6m (€1,837.1m in 2023) and other administrative expenses came to €507.6m (+4.5%), with impacts on premiums of 17.1% and 4.4%, respectively (16.3% and 4.3% in 2023).

Reinsurance

Indirect business

Total premiums of inwards reinsurance acceptances reached a total of €598.2m at 31 December 2024 (€488.2m at 31/12/2023), 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 €503.8m and Linear for €40.0m.

Reinsurance ceded

With regard to the risks underwritten in the Non-Life business in 2024, compared to 2023, the Multi-line Aggregate Multipol Excess of Loss programme was cancelled, mainly due to the low appetite of the reinsurance markets for this type of coverage and the significant losses recorded by reinsurers from 2016 to 2023 on this treaty. As a result, the priorities of the main excess of loss treaties were revised downwards (Fire by event, Fire by risk, General TPL, MV TPL). More generally, for 2024, efforts were made to further streamline the reinsurance structure; for example, coverage on Land Vehicle Hull risks was added within the Fire by event treaty, while, as regards Technological Risks, the transfer percentage of the Quota Share treaty was reduced from 70% to 50% and the Excess of Loss treaty was introduced to cover the retained portion.

The following cover was also acquired:

  • excess of loss treaties for the protection of MV TPL, General TPL, Fire by risk, Catastrophe (Property and Land Vehicle Hulls), Theft, Accident and Transport;
  • stop loss treaty for the Hail class;
  • proportional treaties for: Technological risk (C.A.R. Contractors' All Risks -, Erection all Risks and Decennale Postuma whose retention is then protected by a "risk attaching" excess of loss), Bonds (whose retention is then protected by a "risk attaching" excess of loss), Aviation (Accident, Aircraft and TPL, whose retention 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. The risks of: Legal Expenses and part of Transport were instead ceded to specialised reinsurers and/or specialist Group companies.

Premiums ceded in the Non-Life business amounted to €361.2m at 31 December 2024 compared with €278.9m in the previous year. The retention ratio in the Non-Life business came to 95.1% at 31 December 2024, down compared to the previous year (96.0%). The retention percentage decreased mainly due to the inclusion of Land Vehicle Hulls cover in the catastrophe treaty and a generalised increase, compared to other years, in the reinsurance costs of nonproportional treaties, due to the hard market phase and the catastrophe claims of the previous year.

Also in the Life business, the renewal of covers relating to 2024 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 €8.5m at 31 December 2024, up slightly compared with the same period of the previous year (€8.2m).

The retention ratio in the Life business came to 99.8% at 31 December 2024, unchanged compared with 2023 (99.8%).

Operations to combat fraud and claims management

Operations to combat fraud

With regard to combatting 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 annexed to the annual financial statements or in the Notes to the 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 2024 totals roughly €28m.

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 2024, regardless of the year when they are generated.

Register of complaints

From January to December 2024 there were a total (pursuant to the provisions of ISVAP Regulation no. 24 of 19 May 2008 and subsequent amendments) of 15,622 complaints for Unipol, 15,113 relating to Non-Life business and 509 relating to Life business, with an impact on policies in the portfolio of 0.047%, up by 9.20% compared with 31 December 2023.

14,601 replies had been sent at 31 December 2024, while 1,021 complaints were in the assessment phase. The average response times were 24 days. 5,659 complaints were accepted, 7,182 were rejected and 1,760 were settled.

Disputes

MV TPL claims with cases in civil proceedings pending at 31 December 2024 for the Company Unipol amounted to 35,515, down by 8.5% compared to the same period of 2023. Also in this area, during 2024, disputes relating to 15,265 claims were settled.

Asset and financial management

Investments and cash and cash equivalents

At 31 December 2024 the amount of investments and cash and cash equivalents, net of depreciation of property, plant and equipment and taking account of impairment, equalled €53,424.2m.

The breakdown of commitments is shown in the table below.

Investment cash and cash equivalent

FY % 01/01/2024 % Variations
Amounts in €k 2024 Comp. Post Merger Comp. amount %
Land and buildings 897,441 1.7 1,140,849 2.2 (243,408) (21.3)
Investments in group companies and other investees
-Shares and holdings 4,880,549 9.1 4,673,206 9.1 207,343 4.4
-Bonds 75,396 0.1 73,384 0.1 2,013 2.7
-Loans 701,015 1.3 1,292,828 2.5 (591,813) (45.8)
Total 5,656,961 10.6 6,039,418 11.7 (382,457) (6.3)
Other financial investments
-Shares and holdings 1,587,637 3.0 1,294,103 2.5 293,534 22.7
-Mutual investment fund units 5,650,399 10.6 4,973,956 9.7 676,442 13.6
-Bonds and other fixed-yield securities 29,499,065 55.2 29,920,176 58.2 (421,111) (1.4)
-Loans 21,424 0.0 21,474 0.0 (50) (0.2)
-Bank deposits (1) 101,451 0.2 9,364 0.0 92,087 983.5
-Sundry financial investments (2) 78,107 0.1 23,441 0.0 54,667 233.2
Total 36,938,082 69.1 36,242,513 70.5 695,569 1.9
Deposits with ceding companies 435,168 0.8 378,167 0.7 57,001 15.1
Investments benefiting policyholders that bear the risk
and investments arising from pension fund management
-Investment funds and market indices 1,403,522 2.6 1,274,330 2.5 129,191 10.1
-Pension funds 6,819,748 12.8 6,087,096 11.8 732,652 12.0
Total 8,223,270 15.4 7,361,426 14.3 861,844 11.7
Cash and cash equivalents 1,273,290 2.4 253,740 0.5 1,019,550 401.8
TOTAL INVESTMENTS AND CASH AND CASH
EQUIVALENTS
53,424,213 100.0 51,416,113 100.0 2,008,100 3.9

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

(2) Include premiums for transactions in derivative products.

69.1% 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 10.6%, while investments in properties came to 1.7%. Investments relating to benefits linked to investment funds, market indices and assets from pension fund management accounted for 15.4%. Bank liquidity amounted to 2.4%.

1 Management Report

Real Estate Management

The Company's real estate assets at the end of the year amounted to €897.4m, down compared with the opening amount of €1,140.8m. The reduction refers for €243.4m to the transfer of properties to the Oikos and Tikal funds, managed by the subsidiary Unipol Investimenti SGR, and for €6.7m to sales of a hotel and property complex of less significance deemed not well-performing.

The above disposals generated total net capital gains of €52.8m, of which €48.6m deriving from the contribution transaction.

During the year, renovations and developments continued on the Company's real estate assets for total investments of €43.7m.

Lastly, the fitting out of the interior spaces of the new office building in Milan (Porta Nuova Garibaldi area) was completed during the year. The building obtained Leed Platinum certification, a market best practice in terms of energy-water savings and ecological quality of the interiors, as well as the prestigious Award of Excellence from the Council on Tall Buildings and Urban Habitat.

Investments in Group companies and other investees

The total amount of the investments in Group companies and other investees totalled €5,657.0m (€6,039.4m at 01/01/2024 post Merger), of which €4,880.5m refers to shares and holdings of investees (€4,673.2m at 01/01/2024 post Merger), €75.4m consists of bonds issued by Group companies (€73.4m at 01/01/2024 post Merger) and €701.0m in loans to Group companies (€1,292.8m at 01/01/2024 post Merger).

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 2024 01/01/2024
post Merger
Insurance Companies 1,598,707 1,552,492
Banks 1,035,518 1,035,518
Financial companies 694,426 740,345
Real estate companies 634,576 638,925
Consortiums 2,713 2,713
Management companies distributing mutual funds 22,117 22,117
Other companies or entities 892,491 681,095
Total 4,880,549 4,673,206

At 31 December 2024, investments rose from €4,673.2m to €4,880.5m, with an increase of €207.3m compared to the opening balance post Merger (+4.4%).

This change was mainly due to:

  • capitalisation of the following subsidiaries: UnipolRental for €250m, Nuove Iniziative Toscane for €6.9m, BeRebel for €5.5m, Unipolpay for €4.7m, DaVinci Healthcare for €3m and WelBee for €0.4m;
  • sale of the equity investment held in Euromilano and recognised in last year's financial statements at a value of €0.2m;
  • net value adjustments for a total of €61.8m, mainly referring to the equity investments held in:
    • o UnipolRental for €60m;
    • o Nuove Iniziative Toscane for €1.5m.

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 2024, bonds issued by Group companies and other investees amounted to €75.4m (+€2.0m compared to the opening balance post Merger) and consisted of bonds issued by BPER Banca for €58.9m, bonds issued by Banca Popolare di Sondrio for €15.0m and for the remainder by the investee Syneteristiki for €1.5m. During the year, the item recorded a net increase compared to the initial balance post Merger, mainly due to new subscriptions of €5m and the sale of a subordinated bond recorded in the 2023 financial statements for a value of €3m.

In particular, with reference to the bonds issued by BPER Banca, Unipol holds three types of bonds classified as current investments.

The first type is represented by a senior preferred bond, subscribed for a total value of €5m, with a 4.25% coupon and maturing on 20 February 2030 (callable in advance on 20/01/2029): the security is classified pari passu with senior debt and current account deposits exceeding a certain amount and held by certain types of customers, with repayment priority, in the event of termination, with respect to senior non-preferred bonds.

The second type is represented by two non-preferred senior bonds, one of which, subscribed for a total value of €22.0m, has a 6.125% coupon and maturity on 1 February 2028 (callable in advance on 1/02/2027), the other, subscribed 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 third type is a Tier 2 subordinated bond, with an 8.625% coupon and maturing on 20 January 2033 (callable in advance starting from 20/10/2027), subscribed 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 only of Tier 1 debt.

With reference to the bonds issued by Banca Popolare di Sondrio, Unipol holds just one type of bond, also classified under short-term investments. It is a senior preferred bond with a 5.5% coupon and maturing on 26 September 2028 (callable in advance on 26/09/2027), subscribed for a total value of €15.0m: the security is classified pari passu with senior debt and current account deposits exceeding a certain amount and held by certain types of customers, with repayment priority, in the event of termination, with respect to senior non-preferred bonds.

Loans to Group companies amounted to €701.0m (€1,292.8m at 01/01/2024 post Merger). The item includes:

  • loans to UnipolRentalfor a total of €650m (€1,250m at 01/01/2024 post Merger);
  • a loan to UnipolTech for €25m (disbursed in 2024);
  • a loan to Tenute del Cerro for €10m (disbursed in 2024);
  • a loan to Società e Salute for €10m (disbursed in 2024);
  • a loan to Borsetto for €6.0m (unchanged compared to 01/01/2024 post Merger).

The decrease in the item of €591.8m net of the disbursements mentioned above, was mainly due to the reduction in exposure to the subsidiary UnipolRental for a total of €600m, due to the following transactions:

  • early repayment of the loan disbursed by Unipol Gruppo for €450m;
  • disbursement by UnipolSai of the residual share to be disbursed of €100m from the loan for a total of €450m granted in 2023;
  • extension of maturities by means of early repayment of loans outstanding for €600m maturing in 2027 and disbursements of new loans for the same overall amount maturing in 2028 and 2029;
  • reduction of part of the loan maturing in 2029, up to a limit of €250m, to offset the payment of the share capital increase of the subsidiary subscribed by Unipol.

Furthermore, please note the repayment by the investee Meridiano Secondo of the residual share, equal to €36.8m, of the outstanding loan, with the resulting full extinction of the loan.

Other financial investments

Financial operations in 2024 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 2024 2023 Change
Level 1 3.6 3.5 0.0
Level 2 328.2 252.8 75.4
Level 3 1.5 1.5
Total 333.3 257.8 75.4

2024 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.

There was also a decrease in exposure to tax credits relating to tax incentives linked to the renovations of the building stock, similar in nature and characteristics to exposure to Italian government bonds.

"Other financial investments" at the end of 2024 amounted to €36,938.1m 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 2024 the bond portfolio recorded a negative balance between unrealised capital gains and losses, which amounted to −€678.8m, of which −€923.7m 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 and inflation rates.

Exposure to equity instruments and to alternative instruments is in both cases increasing compared to the previous year.

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 2024 these investments amounted to €1,403.5m, of which €0.5m comprised of assets covering Index-Linked policies (shares for €0.3m and net financial investments for €0.2m) and €1,403.0m in assets for Unit-Linked policies (mutual investment fund units for €1,161.3m, bonds for €150.1m, shares for €5.2m, cash and cash equivalents and other assets net of items to be settled for €86.3m).

Investments arising from pension fund management refer to investments in relation to subscriptions of units of open funds promoted by Unipol and in relation to closed, guaranteed funds managed by the Company. These investments amounted to €6,819.7m at 31 December 2024, comprised of shares for €127.5m, bonds for €5,710.2m, fund units for €805.2m, cash and cash equivalents for €154.2m and net other items for €22.6m.

Cash and cash equivalents

Bank deposits and cash at 31 December 2024 amounted to €1,273.3m (€253.7m at 01/01/2024 post Merger). Please note that a cash pooling agreement was in force with a number of Group companies to improve corporate cash management and allow the Parent to constantly monitor Group company liquidity, with resulting optimisation of the relative costs and returns.

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 Aggregate
FY
2024
%
Comp.
Figures %
Comp.
Variation 2024/2023
amount
%
Amounts in €k
NET GAINS ON INVESTMENTS AND
2023
FINANCIAL INCOME
Land and buildings (616) (0.0) 1,302 0.1 (1,918) (147.3)
Shares and holdings 393,134 27.4 241,048 18.7 152,085 63.1
referred to group companies 311,748 152,581 159,168 104.3
Bonds 984,942 68.7 1,032,291 80.2 (47,349) (4.6)
Mutual investment fund units 144,302 10.1 149,581 11.6 (5,278) (3.5)
Loans 35,523 2.5 30,035 2.3 5,487 18.3
Bank deposits 6,685 0.5 6,685
Bank and post office deposits 63,790 4.4 26,848 2.1 36,942 137.6
Sundry financial investments (17,692) (1.2) (18,173) (1.4) 481 2.6
Balance of reinsurance deposits (192) (0.0) (1,538) (0.1) 1,346 87.5
Interest on loans (175,376) (12.2) (173,512) (13.5) (1,865) (1.1)
TOTAL (a) 1,434,501 100.0 1,287,883 100.0 146,618 11.4
Gains (losses) on sale
Land and buildings 52,764 41.0 1,073 0.3 51,691 4817.5
Shares and holdings 34,925 27.1 159,584 49.7 (124,659) (78.1)
Bonds 23,850 18.5 (34,013) (10.6) 57,863 170.1
Mutual investment fund units 27,581 21.4 26,611 8.3 970 3.6
Sundry financial investments (10,315) (8.0) 167,570 52.2 (177,885) (106.2)
TOTAL (b) 128,805 100.0 320,825 100.0 (192,020) (59.9)
Total (a+b) 1,563,306 1,608,708 (45,403) (2.8)
Net reversals on investments
Land and buildings (37,066) 79.4 (36,689) 43.2 (377) (1.0)
Shares and holdings (66,833) 143.2 (59,729) 70.3 (7,104) (11.9)
referred to group companies (61,838) (47,698)
Bonds 54,997 (117.8) 54,800 (64.5) 197 0.4
Mutual investment fund units 4,495 (9.6) (35,287) 41.6 39,783 112.7
Other financial investments (2,279) 4.9 (8,017) 9.4 5,738 71.6
Total (c) (46,686) 100.0 (84,923) 100.0 38,237 45.0
TOTAL (a+b+c) 1,516,619 1,523,785 (7,166) (0.5)
Net investment income of Class D
-Investment funds and market indices 146,555 134,623 11,932 8.9
-Pension funds 228,353 260,560 (32,207) (12.4)
Total Class D 374,909 395,183 (20,274) (5.1)
GRAND TOTAL 1,891,528 1,918,968 (27,440) (1.4)

Gains on investments and cash commitments, net of losses on investments and financial charges, amounted to €1,434.5m.

Net profit on sales totalled €128.8m. This amount includes net gains realised on sales of long-term investments for a value of €55.9m, of which €52.8m referring to buildings and €3.1m relating to long-term bonds.

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

At 31 December 2024 net income and gains on asset and financial management before end-of-period valuations amounted to a total of €1,563.3m.

Net reversals of impairment losses and impairment losses were negative for −€46.7m and consisted of adjustments on real estate for €37.1m, of which depreciation for the period of €36.6m and write-downs of €0.5m, and value adjustments on investments in group companies for €61.8m, partially offset by net write-backs on short-term financial investments for €52.2m. In particular, value adjustments on investments referred to UnipolRental for €60m, Nuove Iniziative Toscane for €1.5m and the investment held in the subsidiary Cambiomarcia for €0.3m.

Overall, net ordinary and extraordinary income, including impairment and reversals of impairment losses on investments, amounted to a positive €1,516.6m.

Net gains (losses) on investments benefiting policyholders that bear the risk and arising from pension fund management (Class D) amounted to a positive €374.9m.

Treasury shares

At 31 December 2024, Unipol Assicurazioni held 1,236,961 treasury shares in its portfolio, for a total value of €14.1m, 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 held by Unipol Gruppo at 31 December 2023 was 287,664, with a value of €1.4m. At the same date, the subsidiary UnipolSai held 556,950 Unipol Gruppo shares for a value of €2.9m. Therefore, at the date on which the Merger became effective for accounting purposes (01/01/2024), there were a total of 844,614 Unipol Gruppo shares in the portfolio for a cumulative value of €4.3m.

In this regard, please note that in March 2024 in implementation of performance share type Compensation plans based on financial instruments, approved by the Shareholders' Meetings for the years 2019-2021, a total of 483,256 Unipol Gruppo shares were assigned to senior executives by the merged entity UnipolSai and 272,737 Unipol Gruppo shares by the merging company itself. In August, UnipolSai also assigned 1,660 Unipol Gruppo shares to the senior executives of Unipol Investimenti SGR in execution of the Compensation plans based on financial instruments.

On 14 October 2024, programmes were launched for the purchase of shares of Unipol Gruppo, by the merging company itself and its subsidiary UnipolSai, intended for the 2019-2021 and 2022-2024 performance share type Compensation Plans based on financial instruments approved by the respective Shareholders' Meetings and which call for, as regards the 2019-2021 Compensation Plan, the allocation of shares to senior executives in the initial months of 2025. On 14, 15 and 16 October 2024, Unipol and UnipolSai purchased 450k shares and 700k shares, respectively, in connection with the 2019-2021 Plan, for a total of 1,150k shares (equal to approximately 0.16% of the share capital of Unipol).

Risk management policies

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 Life class C investment portfolio and Non-Life portfolio, an indicator of the Company's interest rate risk exposure, was 5.54 years at 31 December 2024. With specific reference to the bond portfolio, the duration was 7 years.

8.52% 4.10 (9,990,565) (49,952,826)
Corporate
Financial 28.67% 3.47 (28,478,410) (142,392,051)
Government 62.81% 9.01 (161,851,798) (809,258,992)
Risk Sector Breakdown Duration Increase
10 bps
Increase
50 bps

Credit risk

Management of the securities portfolio primarily involves investing in investment grade securities (92.70% 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 0.31% (176,883) (1,768,828) (8,844,142)
AA 7.22% (2,636,469) (26,364,693) (131,823,463)
A 19.18% (4,352,546) (43,525,458) (217,627,291)
BBB 65.98% (13,687,285) (136,872,854) (684,364,269)
NIG 7.30% (944,405) (9,444,053) (47,220,265)
Bonds 100.00% (21,797,589) (217,975,886) (1,089,879,431)

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 2.29% 0.76 (18,213,944)
Funds 47.94% 0.99 (380,864,143)
Energy 0.50% 0.75 (3,932,420)
Raw materials 0.65% 1.11 (5,143,917)
Industrial 1.46% 1.04 (11,611,824)
Luxury goods 1.01% 1.12 (8,054,485)
Commodities 0.48% 0.75 (3,807,550)
Health 2.57% 0.86 (20,427,244)
Finance 39.04% 1.27 (310,149,984)
IT 0.97% 1.04 (7,679,671)
Communications 3.01% 0.66 (23,891,368)
Real Estate 0.08% 1.01 (614,556)
Equity 100.00% 1.08 (794,391,106)

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.

Internal Control and Risk Management System

For further information on the Internal Control and Risk Management System adopted by Unipol, also in its capacity as the Parent, please refer to the Risk Report section included in the Notes to the Consolidated Financial Statements.

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 of insurance products via electronic channels, in 2024 generated a profit of €12.1m, up compared to 31 December 2023 (€7.7m). During 2024, its premiums amounted to €251.3m, marking an increase compared to the same period of the previous year (+16.3%, with €216m), mainly concentrated in the MV classes. The contribution of the product "Poste Guidare Sicuri LN", placed through the Poste Italiane network, was also positive, recording premiums of €14.3m (€10.5m at 31/12/2023). The new product "Berebel Autovetture", in collaboration with Berebel, recorded premiums of around €21.5m in 2024 (€7m at 31/12/2023).

The year 2024 recorded a profit of €5.9m for SIAT (€6.3m at 31/12/2023). Total gross premiums (direct and indirect) were down by 7.3% to €178.4m (€192.5m at 31/12/2023). In particular, as regards the Hulls segment, the decline in business was triggered by a postponement of cover renewals on significant shipyards, which led to a reduction in the coverage period for the year and an expiry in the course of 2024 of considerable long-term covers. There was a slight decrease in the Goods segment, which posted closing figures confirming what was already recorded during the year: the contribution of additional premiums applied to cover war risks, mainly on loads of oil departing from Russian ports, had a material impact on premiums. 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.

The Hulls and Goods businesses were positively affected by the appreciation (+6%) of the US dollar.

UniSalute, the insurance company specialised in the healthcare sector, confirms its leadership in the Healthcare segment, increasing direct premiums by 27.2%. Total premiums (including indirect business) amounted to €1,039.7m (€828.7m at 31/12/2023), up by 25.5%.

Premiums for the period benefited from some significant new awards in favour of UniSalute, in particular: UNI.CA (Unicredit Group Assistance Fund), General Secretariat of the Presidency of the Republic, FasGeP Fund (Healthcare Fund for employees in the Rubber and Plastic segment) and the Enasarco Foundation (through Mutua Hygeia). Premiums also benefited from the renewals of all the main contracts expiring, the reforms of important health plans already in the portfolio and the increase in the insured population in the main sector funds.

Lastly, the new website was launched in December 2024 which, together with the new "UniSalute per te" product, allows customers to operate in an innovative environment, with more possibilities for customising policies than in the past. 2024 posted a profit of €98.8m, up compared to €81m at the end of 2023.

The bancassurance channel of Arca Vita achieved direct premiums (including investment products) of €2,785.5m (€2,540.2m at 31/12/2023, +8.8%). In particular, in the first few months of 2024, in continuity with the previous year, Arca Vita supported class I premiums with sales campaigns that favoured new business for traditional products: subsequently, also due to expectations of a gradual reduction in market rates, the Company implemented actions aimed at gradually rebalancing the portfolio mix, favouring multi-segment product premiums.

The volume of total investments reached the amount of €13,672.3m (€12,177.5m at 31/12/2023). The profit of Arca Vita was €139m (up compared to €39.3m recorded at 31/12/2023).

Arca Assicurazioni achieved a net profit at 31 December 2024 of €56m (€66m at 31/12/2023), recording premiums for €312.7m (+14.9%). The breakdown of the portfolio among the distribution channels is almost totally focused on the banking channel which, at 31 December 2024, recorded 99.1% of the total Non-Life premiums (in line with 2023). Overall, the banking channel recorded a 14.9% increase in premiums compared to the previous year, with premiums written totalling €309.9m.

With reference to the MV segment, some actions were taken to increase the tariff in order to preserve the value of the portfolio from the inertial erosion caused by evolutionary variables.

BIM Vita recorded a profit of €2.4m at 31 December 2024 (€2.7m at the end of 2023). Premiums referring to insurance contracts amounted to €19.1m (€24.6m at 31/12/2023, -28.9%). The volume of investments stood at €476.4m (€571.9m at 31/12/2023).

DDOR Novi Sad recorded a total profit (Non-Life and Life) at 31 December 2024 of €10.2m (compared to a total profit of €5.3m at 31/12/2023), thanks to the prevalent contribution of a positive Non-Life net technical result. Total premiums were up and stood at €155.8m at 31 December 2024 (of which €134.9m in the Non-Life business) compared to €137.3m at 31 December 2023 (of which €117.1m Non-Life). In a highly concentrated Serbian insurance market dominated by the Non-Life business (equal to approximately 80%), DDOR is one of the main players: in the course of 2024, the overall market, according to preliminary data published by the Serbian Chamber of Commerce and Industry, grew by roughly 14%, a trend lower than the company's growth rate of 16%.

Other Companies

With regard to the hotel sector, 2024, compared to 2023, showed an improvement in both the ADR – Average Daily Rate (€163.8 compared to €159.9) and in occupancy (76.1% compared to 74.8%). The revenues of Gruppo UNA increased compared to 2023 by approximately 7.5% (from €202.5m to €217.7m). At 31 December 2024, 33 structures were under direct management. The period ended with a profit of €22.5m (€25.3m at 31/12/2023). It should be noted that 2023 was impacted by income for tax benefits of €10.1m.

In the healthcare sector, Casa di Cura Villa Donatello closed 2024 with revenue of €43.4m, up by around 5.3% compared to 2023 (€41.2m). Revenue trends show a continuation of the positive performance in the core business, for hospitalisation (hospital stays) as well as clinic activities (visits and diagnostics). The company closed with a profit of €2.6m (profit of €2.7m in the previous year).

As for agricultural activities, considering the combined data of Tenute del Cerro and Tenute del Cerro Wines, packaged wine sales recorded an increase of approximately 6.8% compared to 31 December 2023, reaching €10.5m, while total revenue rose from €13.2m to €18.1m. However, the period came to a close with an overall loss for the two companies of €0.5m (profit of €1.5m at 31/12/2023) mainly due to increases in raw material costs and higher financial charges.

Transactions with Group companies and transactions with related parties

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

Unipol 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, legal antitrust consulting, general legal consulting, legal dispute services, corporate legal, complaints, management of investments);
  • Claims settlement;
  • Insurance (distribution network regulations, MV portfolio management, MV tariff setting, 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;
  • Support services to the Supervisory Board;
  • Sustainability;

  • Corporate social responsibility (CSR) services;

  • 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 Unipol 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.

UniSalute also provides the following activities to the companies to which the Supplementary Corporate Agreement applies:

• direct management of payments for healthcare services of employees (including senior executives).

SIAT - Società Italiana Assicurazione e Riassicurazioni performs the following services in favour of Unipol 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 Unipol 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 Unipol and UnipolMove Apps offer the opportunity to pay car parking fees, "blue line" parking slips, fines, road tax, for fuel, tickets for the Strait of Messina ferry 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, Milan and Turin.

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

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

Leithà designs, develops and provides to Unipol 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.

Unipol Welfare Solutions (formerly UnipolSai Servizi Previdenziali) performs administrative management of open pension funds on behalf of a number of Group companies.

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

UnipolPay acts as a centre of expertise for payment solutions and experiences for the Company. In this context, UnipolPay offers the Group companies a payment account with the various associated services for collection and payment activities.

UnipolRental provides medium/long-term vehicle rental services to Unipol and other Group companies.

Welbee designs, develops and provides welfare plans for Unipol 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 Unipol.

Arca Direct Assicurazioni has insurance brokerage agreements in place with Arca Vita, Arca Assicurazioni and Unipol.

DaVinci Healthcare provides Unipol and other Group companies with Mental Coach and Dedicated Physician services.

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 Unipol 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 Assicurazioni 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 Consob Regulation and updated most recently by the Board of Directors of Unipol on 19 December 2024 effective as of 1 January 2025 − defines the rules, methods and principles that ensure the transparency and substantive and procedural fairness of the Transactions with Related Parties carried out by Unipol, either directly or through its subsidiaries.

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 Unipol, having voluntarily decided not to make use of the exemption procedure applicable to transactions with subsidiaries pursuant to the Procedure, approved, at the meeting of 15/16 February 2024, in compliance with the Procedure, the corporate rationalisation project of the Unipol Group through the merger by incorporation, into Unipol, of UnipolSai and three vehicles wholly owned by the Parent, Unipol Investment S.p.A., Unipol Finance S.r.l. and UnipolPart I S.p.A., preceded by a voluntary public tender offer promoted by Unipol, concerning all the ordinary shares of the Company less the UnipolSai shares held, directly and indirectly, by Unipol, and the treasury shares held, directly and indirectly, by UnipolSai.

The Merger was reviewed in advance by the Related Party Transactions Committee (the "Committee") of Unipol which - upon completion of the activities under its area of competence - issued its favourable opinion to the administrative body on the Parent's interest in carrying out the transaction, as well as on the cost effectiveness and substantial and procedural fairness of the same.

The Merger was also reviewed in advance by the Committee of the merged entity UnipolSai which - upon completion of the activities under its area of competence - issued its favourable opinion to the respective administrative body on the Company's interest in carrying it out, as well as on the cost effectiveness and substantial and procedural fairness of the transaction.

On 23 February 2024, Unipol 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 Unipol's registered office, on the authorised eMarket Storage mechanism () and on the Parent's website (www.unipol.com/it/governance/operazioni-societarie/progetto-di-razionalizzazione-societaria-delgruppo-unipol). A similar report was made available to the public on the same date by the merged entity UnipolSai.

Subsequently, in view of the Board's approval of the Merger plan on 21 March 2024, both Committees confirmed, on 19 March 2024, the conclusions expressed in the respective opinions.

Please note that in 2024, Unipol did not approve, or carry out, directly or through subsidiaries, any additional Transactions with Related Parties 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 Transactions with Related Parties qualified as of "Minor Significance" include the following:

  • at the meeting of 15/16 February 2024, the Board of Directors of the subsidiary UnipolSai approved, subject to the favourable opinion of its Committee, the renewal of the agreement between UnipolSai and BPER concerning the distribution of certain insurance products of the Unipol Group and the distribution of standardised products of the BPER Group (the "New Agreement"). Banco di Sardegna S.p.A., as far as the BPER Group is concerned, and UniSalute S.p.A. and Siat - Società Italiana di Assicurazioni e Riassicurazione p.A., as regards the Unipol Group, have joined the New Agreement;

The following table shows transactions with related parties carried out during 2024. The scope of application of the Procedure also includes certain counterparties included, on a voluntary basis, pursuant to Art. 4 of the same Regulation.

Information on transactions with related parties at 31 December 2024

Other
Amounts in €k Subsidiaries Associates related parties
(**)
Total Incidence
Assets
Bonds 73,896 1,500 75,396 0.12 (1) 1.71 (3)
Loans 695,000 6,015 701,015 1.11 (1) 15.92 (3)
Bank deposits 1,451 1,451 0.00 (1) 0.03 (3)
Deposits with ceding companies 332,577 332,577 0.53 (1) 7.55 (3)
Receivables arising from direct
insurance/reinsurance business 28,147 2 47,680 (4) 75,830 0.12 (1) 1.72 (3)
Other receivables 232,837 24,213 2 257,051 0.41 (1) 5.84 (3)
Bank deposits and post office accounts 768 1,207,185 1,207,953 1.92 (1) 27.43 (3)
Sundry assets 3,104 10,758 136 13,998 0.02 (1) 0.32 (3)
Technical provisions – Reinsurers' share 21,414 21,414 0.03 (1) 0.49 (3)
Total 1,313,847 1,323,521 49,317 2,686,685 4.26 (1) 61.00 (3)
Liabilities
Payables arising from
insurance/reinsurance business
6,168 2 4,543 10,713 0.02 (1) 0.24 (3)
(1) (3)
Sundry payables 753,796 1,591 491 755,878 1.20 17.16
Sundry liabilities 28,078 78 2,350 30,506 0.05 (1) 0.69 (3)
Technical provisions 339,662 339,662 0.54 (1) 7.71 (3)
Total 1,127,704 1,672 7,384 1,136,760 1.80 (1) 25.81 (3)
Income from:
Land and buildings
Shares, units and dividends
11,021
172,994
2,909
138,630
627
125
14,557
311,748
0.55
11.77
(6)
(6)
1.88
40.17
(2)
(2)
(6) (2)
Other investments 57,321 4,493 76 61,890 2.34 7.98
Other income - Extraordinary income 141,556 66,946 1,037 209,539 7.91 (6) 27.00 (2)
Gains on realisation of investments 362 362 0.01 (6) 0.05 (2)
Total 383,253 212,977 1,865 598,095 22.59 (6) 77.08 (2)
Charges
Investment management expenses
1,638 18,616 5 20,259 0.03 (6) 2.61 (2)
Losses on realisation of investments 312 312 (6) (2)
Other charges - Extraordinary expenses 50,313 216 2,500 53,028 0.08 (6) 6.83 (2)
Total 52,263 18,832 2,505 73,599 0.12 (6) 9.48 (2)
Technical charges
Acquisition and collection expenses 59,702 10,527 83,358 (4) 153,587 5.80 (6) 19.79 (2)
Administrative expenses 34,049 3,980 2,663 40,691 1.54 (6) 5.24 (2)
Total 93,751 14,507 86,020 194,278 7.34 (6) 25.04 (2)
Non-Life and Life technical account
Balance of outwards reinsurance * 7,875 7,875 0.78 (7) 1.01 (2)
Balance of inward reinsurance
net of retroceded amounts * (7,384) (7,384) (0.73) (7) (0.95) (2)
Total 491 491 0.02 (7) 0.06 (2)

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

(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 Unipol Assicurazioni. Exposure to associates at the end of the reporting period referred to BPER for €58.9m and BPSO for €15m, while in transactions with other related parties, reference is made entirely to the company Syneteristiki for €1.5m.

At 31 December 2024, loans outstanding to subsidiaries amounted to €695m, of which €650m referring to four loans granted to UnipolRental, while the remainder consists of another three loans granted: €25m to Unipoltech, €10m to Tenute del Cerro and €10m to Società e Salute. The loan granted to Meridiano Secondo on 15 May 2012 for €36.8m was repaid in full on 13 November 2024. The amount of €650m 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, €300m disbursed in August 2024, maturing on 8 August 2028 and lastly €50m for the residual share of a last loan disbursed in August 2024 for €300m, maturing on 8 August 2029. With regard to this last loan, it should be noted that, in execution of the resolution of the Extraordinary Shareholders' Meeting of UnipolRental of 23 December 2024, on the same date UnipolSai subscribed and simultaneously paid up the share capital increase of the subsidiary, also for the part not opted by the shareholder BPER, by offsetting, up to the total amount of €250m, part of the receivable deriving from the loan mentioned above.

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

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

Deposits with ceding companies amounted to €332.6m and were linked entirely to reinsurance treaties in place with the subsidiaries UniSalute for €306.1m and Linear for €26.5m.

The item receivables arising from insurance and reinsurance business in terms of transactions with subsidiaries referred mainly to the companies: Irma (€13.6m), Uniassiteam (€8.3m), Unipolsai Motor Partner (€3.3m) and UniSalute (€2.7m). In transactions with other related parties, the item referred in full to receivables from corporate agencies.

The item other receivables from subsidiaries includes non-insurance receivables referring to the provision of services, the largest exposures mainly consisted of:

  • €70.3m from UnipolRental, of which €56.5m for cash pooling transactions, €11.6m for VAT payments on account and €2.2m for services rendered and secondments of personnel;
  • €44.9m from Arca Vita, of which €35.5m for participation in the tax consolidation regime and €9.1m for services rendered;
  • €35.1m with respect to Unisalute, of which €25.6m for participation in the tax consolidation regime, €5m as a deposit established on the basis of a claims management agreement and 4.7m as a deposit for services rendered and secondment of personnel;
  • €19.6m from UnipolAssistance, of which €11.3m for payments on account on services to be provided and €7.3m for payments on account on grants for specific investments;
  • €11.2m from Arca Assicurazioni, of which €9.3m for participation in the tax consolidation regime and €1.5m for services rendered and secondments of personnel;
  • €9.3m with respect to TantoSvago, of which €8.9m for cash pooling transactions;
  • €5.7m from UNA Group, of which €4.7m for participation in the tax consolidation regime and €1m for services rendered and secondments of personnel;
  • €5.3m from Linear, of which €3.5m for participation in the tax consolidation regime and €1.5m for services rendered;
  • €4m from UnipolTech referring to payments on account on services to be provided;

  • €4.2m from Unipol Investimenti SGR, of which €2.6m for secondments of personnel and €1.6m for participation in the tax consolidation regime;

  • €3.2m from Siat, of which €1.9m for participation in the tax consolidation regime and €1.3m for services rendered and secondments of personnel.

With regard to associates, the item refers to receivables from Finitalia for €14m for premiums paid in advance by the latter as part of the service for paying for policies in instalments, receivables from BPER for €6.4 m for bank interest and receivables for contributions paid to UCI (Ufficio Centrale Italiano) for €3.6m.

Nearly the entire amount (€1,207m) of bank deposits with associates referred to the balance of current accounts held with BPER, whereas the item sundry assets deposited at the same bank included, for €10.7m, sums secured for claims.

Technical provisions - Reinsurers' share referred in its entirety to reinsurance relations with SIAT - Società Italiana di Assicurazione for €21.4m.

The item payables arising from insurance and reinsurance business in transactions with subsidiaries referred mainly to the companies Linear (€3.4m) and SIAT – Società Italiana di Assicurazione (€2.6m). In transactions with other related parties, the item referred in full to payables to corporate agencies.

The item sundry payables to subsidiaries includes other payables, with the largest exposures mainly consisting of:

  • €416.2m to UnipolRec, of which €413.6m from cash pooling transactions and €2.5m from the tax consolidation regime;
  • €62.2m to Gruppo Una, of which €60.3m from cash pooling transactions and €1.9m relating to deposits and guarantees on property rent payments;
  • €44.4m to UnipolService, of which €24.4m deriving from cash pooling transactions and €20m relating to payables for services received;
  • €36.8m to Unipol Finance (formerly UnipolSai Finance), deriving exclusively from cash pooling transactions;
  • €31.4m with regard to Midi, mainly deriving from cash pooling transactions;
  • €21.6m to UnipoTech, of which €9.2m from cash pooling transactions, €9.7m relating to payables for services received and €2.7m relating to payables from tax consolidation;
  • €17.8m to UniSalute, of which €11.3m for payables relating to personnel, €2.5m relating to payables for claims and €2.7m for payments on account for rents;
  • €14.4m to Unipol Assistance, of which €5m deriving from cash pooling transactions, €9.1m relating to payables for claims and €1.4m for other services received;
  • €13m to Marina di Loano, mainly deriving from cash pooling transactions;
  • €12.7m to Irma, mainly deriving from cash pooling transactions.

Sundry payables to associates refer in their entirety to BPER for services received.

Other liabilities to subsidiaries mainly include payables to UniSalute for services received (€16.5m), UnipolTech (€2.9m), UnipolAssistance (€2.4m), Linear (€1.9m) and SIAT – Società Italiana di Assicurazione (€1.2m). In transactions with other related parties, the item referred in full to payables to corporate agencies.

The item technical provisions mainly related to the provision for premiums from indirect business with respect to UniSalute (€113.2m) and Linear (€4.6m). This item also included claims provisions primarily for €193.1m with respect to UniSalute and €23.7m with respect to Linear.

Income from land and buildings referred primarily to leases with the subsidiaries UniSalute (€3.2m), Gruppo Una (€3.5m) and Linear (€1.7m). With regard to associates, it refers exclusively to leases with BPER (€2.9m).

The item dividend income from subsidiaries refers to:

  • €64.1m from UniSalute;
  • €38.1m from Arca Vita;
  • €20.4m from Gruppo Una;
  • €16.8m from Unipol Rental;
  • €6.7m from Unipol Investimenti SGR;
  • €6.2m from Linear;
  • €4.7m from SIAT;

  • €4.9m from Unipol Finance (formerly UnipolSai Finance);

  • €2.3m from DDOR Novi Sad;

  • €2.0m from Midi;
  • €1.6m from UnipolService;
  • €1.3m from Unipolsai Motor Partner;
  • €1.1m from Bim Vita.

With regard to associates, it refers mainly to transactions with BPER for €84.3m and Banca Popolare di Sondrio for €50.1m.

Gains on other investments from subsidiaries primarily consist of interest income on loans granted to UnipolRental (€33.3m) and income from shares in mutual funds. With regard to associates, it refers mainly to BPER for €3.7m relating to income on bonds and other fixed-yield securities.

The item other income - extraordinary income from transactions with subsidiaries mainly refers to recoveries for services rendered and secondments of personnel and capital gains realised following the contribution of properties to the Tikal (€9,393k) and Oikos (€60,620k) real estate investment funds. In transactions with associates, income mainly refers to interest income on deposits from BPER for €63.3m.

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

The item Other charges - Extraordinary expenses in relations with subsidiaries mainly refers to capital losses realised following the contribution of properties to the TIKAL real estate fund (€21,159k) and interest expense relating to group cash pooling.

The item acquisition costs to subsidiaries and associates mainly consists of costs allocated to the technical classes. The item charges to other related parties mainly refers 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 with respect to the following subsidiaries: UniSalute (€12.1m), Meridiano Secondo (€4.1m), UnipolRental (€3.6m), Leithà (€2.3m), UnipolPay (€1.9m), SIAT – Società Italiana di Assicurazione (€1.7m) and real estate costs to Midi (€5.7m). Administrative expenses to associates refer in their entirety to BPER.

The balance of outwards reinsurance derives mainly from transactions with the subsidiary SIAT – Società Italiana di Assicurazione (€7.7m). The balance of inwards reinsurance relates mainly to relationships with the subsidiaries Ddor Re (€1,889k), Unisalute (-€2,809k) and Linear (€8,311k).

Please also note that the contributions payable by the Company paid in the course of 2024 to Company employee and executive pension funds amounted to €22.1m.

Remuneration due to members of the Administration and Control Bodies and other Key Managers

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

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 basic own fund items;
    • 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 2.56 times the Solvency Capital Requirement (SCR) (at 31/12/2023, 3.13), and 5.15 times the Minimum Capital Requirement (MCR) (at 31/12/2023, 6.79). The table below summarises:

  • the amount of available and eligible own funds 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
10,041.6 8,292.1 455.1 1,294.4
Available own funds to meet the Minimum
Capital Requirement
10,041.6 8,292.1 455.1 1,294.4
Eligible own funds to meet the Solvency
Capital Requirement
10,041.6 8,292.1 455.1 1,294.4
Eligible own funds to meet the Minimum
Capital Requirement
9,100.4 8,292.1 455.1 353.2
Solvency Capital Requirement 3,924.6
Minimum Capital Requirement 1,766.1
Ratio of Eligible own funds to Solvency
Capital Requirement
2.56
Ratio of Eligible own funds to Minimum
Capital Requirement
5.15

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 own funds, the volatility adjustment prescribed by Art. 36-septies of the Private Insurance Code is applied.

Partial Internal Model

The Partial Internal Model is used to calculate Unipol's individual solvency capital requirement2 with reference to the assessment of 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.

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.

2 UnipolSai Assicurazioni S.p.A., merged effective as of 31 December 2024 into Unipol Gruppo S.p.A., which as a result of the merger took over all authorisations formerly held by UnipolSai and took the new name of Unipol Assicurazioni S.p.A, was authorised by IVASS to use the Partial Internal Model for the calculation of the solvency capital requirement, starting from year-end close 2016.

Other Information

Human resource management and development

The Company's workforce at 31 December 2024 consisted of 6,730 employees. In 2024, 120 employees stopped working for the Company due to actual termination, as a result of resignations, incentivised departures, retirement and other reasons for termination. There were 270 entries, of whom 232 new hires, more specifically 203 on permanent contracts (hired from the market or hiring of former temporary workers), 29 on fixed-term contracts, still on the workforce at 31 December 2024, and 38 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 6,546.

Personnel costs for remuneration, social security expenses and post-employment benefits amounted to €552.6m.

In addition, in December 2022, a trade union agreement was signed on voluntary 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. With reference to the trade union agreement mentioned above, at 31 December 2024, 18 Unipol executives had subscribed (9 terminated their employment on 30/11/2023, 5 on 30/06/2024 and 4 on 31/12/2024).

With reference to the new trade union agreements signed in 2024, please refer to the section of this Report entitled "Trade union agreement regarding Personnel and access to the Solidarity Fund".

Training

The Group's integrated training model was renewed in 2024 with a new brand, Academy Unipol, and a new training strategy based on four key elements: People, Skills, Experience and Measurement. This approach ensures that every training activity has a tangible impact, providing a real contribution to Company strategy and daily work. According to this approach, during 2024, as part of employee training, a total of 500 e-learning courses and 446 virtual classroom or face-to-face courses were made available, broken down by training area (technical-professional, behavioural-managerial, technological and regulatory), linked to the following areas:

  • Class Library: virtual or in person classroom courses or seminars on transversal skills/knowledge;
  • Open Library: selection of online courses always available on the "MyAcademy" portal;
  • Strategic projects: training projects to support Group initiatives and strategies;
  • Specialised needs: customised projects for individual organisational units or professional categories.

Some of the most significant training projects include activities aimed at supporting reskilling and upskilling processes in 2024, especially following internal reorganisations. A significant example is the training course dedicated to the reorganisation of the P&C Area, which involved 89 colleagues from Retail Technical Support. Digital Customer Care courses were also held to support a change in outbound communication, involving around 120 employees at the claims call centre.

In line with the Group's strategic plan, the Academy has also introduced new learning methods as part of the "Digital Paths" project, involving around 450 employees in an innovative training experience based on learning challenges. The focus on digital training has also been extended to Cybersecurity Awareness, with an e-learning course focusing on crucial issues such as phishing, CEO fraud and risks linked to new technologies. In addition, the Academy supported the implementation of the Digital Workplace for the sales area, offering targeted training to maximise the use of this collaborative space.

2024 also saw the launch of "UniVerso", a training environment designed for Managers that involved an initial group of 150 colleagues through an integrated approach, combining classroom training, experiential workshops, seminars and elearning. At the same time, the Academy Unipol promoted paths closely linked to the development strategies: "Shaping Our New Ways" ended in 2024 with an initiative related to the Group's strategic drivers and left room for "Upcoming Future", designed to anticipate the key skills of the future.

Lastly, the commitment to training the Sales Network continued in 2024 with consolidated programmes, including the Master for Agents (IMA), the course dedicated to "generational turnover at the Agency" ("Costruiamo il Futuro" - Let's Build the Future) and programmes for specialist figures such as Family Welfare Specialists, Business Specialists, Omnichannel Contact Persons and Mobility Specialists. Excellent results were confirmed for the course "Becoming Agents. Preparatory course for enrolment in section A of the Single Register of Intermediaries (RUI)". Continuous attention was dedicated to the development of the Front Office and the secondary network, with the conclusion of the updated edition of the "Progetto Crescita" (Growth Project) with new modalities and content, and with the creation of a training session dedicated to the commercial development of the Casa & Servizi solution. In terms of new courses, with a view to aligning the Network of Business Specialists with the greater control of risks related to atmospheric events, in-depth classrooms have been created for Protezione Impresa.

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 2024, with the support of the Group Data Protection Officer - who carries out the activities under his 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;
  • 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.

Information on key intangible resources

Key intangible resources are non-physical resources on which the business model of the company fundamentally depends and which directly or indirectly constitute a source of value creation for the company in the short, medium and long term: they can generate strategic value linked to improvements in the competitive, market, business, reputational and/or risk profile of the organisation, in addition to financial value linked to the generation of cash flows over time. Depending on the nature or method of acquisition of intangible resources, those acquired or generated by the Company may or may not also be relevant for the purposes of preparing the financial report contained in the Consolidated Financial Statements. In particular, the statement of financial position of the Company includes, under the item Intangible assets, the part of intangible assets that meet the criteria for recognition in the financial statements. For a description of the accounting recognition and measurement criteria for intangible assets and the relative qualitative and quantitative information required by accounting standards, please refer to the information provided in the notes to the financial statements.

Given the above, in order to provide comprehensive information about key intangible resources, which therefore also include those that do not meet criteria for recognition and measurement for accounting purposes, the Company adopts conceptual frameworks as a reference, such as the International Integrated Reporting Framework3 , which identifies "capital" as the stocks of value on which success depends. Among these, Unipol identifies as key intangible resources:

  • intellectual capital, meaning the set of processes aimed at increasing the Company's knowledge, starting from those supporting the performance of the core insurance business, and generating innovation (in the offer, operating models, the technologies adopted, etc.). This includes patents, proprietary algorithms, predictive models and digital platforms for risk analysis and claims management;
  • human capital, which includes the skills, capabilities and experience of people, their level of engagement, continuous training and the ability to adapt to new technologies, sharing and support for the Company's governance and values;
  • social and relational capital, which includes relations with key stakeholders, the ability to share information in order to increase individual and collective well-being, the trust built between the Company and its stakeholders, the reputation of Unipol and its level of management of long-term relationships.

These issues are dealt with in detail in the "Sustainability Statement" included in the Management Report accompanying the consolidated financial statements of the Unipol Group; particularly with regard to the role of telematics and Artificial Intelligence, actions aimed at developing skills and strengthening employee motivation, building relationships with customers and, more generally, the stakeholder engagement approach.

In addition to what is reported in these sections, to understand how key intangible resources represent a source of value creation for the company, please take note of the following.

Intellectual capital

Intellectual capital represents a key asset in building Company strategies and is continuously enhanced through investments in innovation. In December 2016, Unipol established Leithà, the Unipol Group company dedicated to new technologies, with the purpose of providing support in the construction of software prototypes and of testing new technologies and the predictive analysis of data to aid development of the Group's businesses and IT systems.

In the 2022-2024 Strategic Plan, investments in ICT (Information and Communication Technologies) were made in the Unipol Group's three ecosystems to improve the understanding of needs and the relationship with customers through predictive models, strengthen technical excellence and the accuracy of pricing & underwriting processes (thanks, for example, to the use of big data analytics) and develop prevention and protection solutions with the support of technology, starting from the Mobility area.

Human capital

During the three-year period of the Strategic Plan, Unipol worked, in the "Tech & People Evolution" area, to develop an approach that sees technology as an integral part of working life and as a tool for continuously developing people's skills, facilitating collaboration at work and strengthening engagement and sharing in a broad sense. This is why specific strategies have been developed to maintain effective communication with its employees through a system of internal physical and digital channels. Some of the most important initiatives include: the "21-day challenge", to help workers to advance in small steps on the path towards digitalisation; "Digital paths", which supported employees on a personalised digital maturity path; the "Digital Routine", which offers exercises to facilitate the adoption of effective digital habits; the "Digital Sustainability Handbook", ten best practices to reduce the environmental impact of the technological tools used every day at work; the creation of Digital Workplaces (DWPs) dedicated to individual Departments.

In 2024, the Innovation Champions community was also launched, a group of people belonging to different Functions and Companies who, through dedicated training courses and meetings, are engaged and made the sponsors of Group innovation processes.

3 Issued by the International Integrated Reporting Council (IIRC), as updated in the January 2021 edition.

Relational capital

The trust consolidated over time in the Unipol Group represents a strategic asset for business success, first and foremost in the insurance sector, where credibility and reliability are essential elements for business growth and development.

This is why, in addition to constantly monitoring relationships with individual stakeholders, in 2014 Unipol launched a Reputation Management programme, aimed at building and protecting long-term reputational capital, structuring an integrated governance model that has clearly identified the processes to be implemented and the parties involved, and has established bodies such as:

  • The Reputation Network, composed of the managers of the main Departments/Functions of the Group, with the following responsibilities:
    • o guaranteeing the proactive management of Reputation and reputational risk, contributing to developing the reputational culture within the Group;
    • o guaranteeing the accountability of the reputational index that has been included in the company incentive system (MBO) for Group executives.
  • The Operational Reputation Management Team, composed of members belonging to the Risk Management and Communication and Media Relations departments, ensures the operating management of the Reputation.
  • The Reputation Supporters, persons designated by the members of the Reputation Network who interact with the Operational Reputation Management Team in order to encourage the interception of reputational risk signals, disseminate the reputational culture in the company and allow the collection of reputational KPIs with a view to reporting.

Unipol has organised occasions for structured and systematic listening to the Group's main stakeholders, according to The RepTrak Company's RepTrak® analysis model, with annual surveys of customers, agents, employees, key opinion leaders (opinion makers, financial community and institutions) and public opinion. In 2024, the Unipol Group's public opinion reputational index in Italy reached 76.9 on a 100-point scale, in the "strong" reputational range. As part of ongoing surveys, the score recorded among employees was 82, that for insurance customers was equal to 81.2, while for non-insurance customers it was 81.6 (excellent bracket). The reputational index among Group agents was 85.7 points out of 100 (excellent bracket).

Among employees, the reputational index is 82 points, while the strategic alignment index (which measures the degree of knowledge and engagement in strategies for the pursuit of company objectives) is 72.4.

The customer relations area also contributes decisively to the company's credibility and reliability where, in the context of ongoing surveys (Multifinanziaria Retail Market by Ipsos), in 2024, the overall satisfaction index calculated on Unipol Assicurazioni policyholders is stable compared to the previous year (71.6 vs 71.4), and remains in line with the market average, which rose from 70.2 to 71.5.

Also in this context, during 2024, Unipol Assicurazioni further developed the customer listening model called "Voice of Customer" (VoC), adding new touchpoints and reaching 25 active surveys. By collecting more than 7 million customer feedback and identifying over 90 initiatives to improve their experience, Unipol Assicurazioni continues to work to improve the effectiveness in terms of receiving and analysing active listening points.

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.

As described in the previous chapter "Information on key intangible resources", the 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.

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.

Tax strategy and tax management methods

The Unipol Group attaches strategic importance to the control of tax risk in the pursuit of sustainable success objectives. In order to reduce exposure to tax risks, Unipol - in line with the indications of the Organisation for Economic Co-operation and Development (OECD) as implemented by the Tax Authorities in the regulations for the establishment of cooperative compliance - has implemented a tax risk management system ("Tax Control Framework" or "TCF"), as a set of rules, procedures, organisational structures and controls to allow the recognition, measurement, management and control of tax risk. The Tax Control Framework adopted by Unipol complies with international standards and the instructions provided by the Tax Authorities, in the implementation of the cooperative compliance regime.

The Unipol TCF consists of:

  • a Tax Strategy approved by the Board of Directors in 2022, defining the principles and limits on which tax-related risk management is based and strategic guidelines to ensure compliance with tax regulations;
  • a Tax Risk Management Policy approved by the Board of Directors in 2023 that defines the guiding principles, roles, responsibilities, objectives and tools for managing tax risk and was drafted taking into account the Group's strategic objectives in managing taxation as defined in the Tax Strategy;
  • an Internal Control System dedicated to the identification and management of tax risk, understood as the risk of violating tax regulations or conflict with the principles and purposes of the legal system (abuse of law). The System is a set of rules, procedures, organisational structures and controls to allow the recognition, measurement, management and control of tax risk.

The Tax Control Framework and the cooperative compliance regime, in which Unipol was admitted to participate starting in 2023, are aimed at guaranteeing the company constant monitoring of tax risks and the promotion of a corporate culture based on the principles of honesty, fairness and compliance with tax regulations, ensuring its completeness and reliability, as well as related awareness at all company levels.

Tax Strategy

The Tax Strategy is based on values adopted by the Group and recognised in the Charter of Values and the Code of Ethics. The document sets out the guiding principles of tax management within the Group, including in particular compliance with tax regulations, in the belief that through the payment of taxes due, the Group contributes to the needs of the communities in which it operates and to transparency in relations with the tax authorities.

Tax Risk Management Policy

The Tax Risk Management Policy defines the guiding principles, roles, responsibilities, objectives and tools for managing tax risk.

The Group's approach to Tax is geared towards ensuring the correct application of tax rules while maintaining a high degree of transparency in its dealings with tax authorities.

Consequently, the Group acts in full compliance with tax regulations in its various countries of operations, meeting its tax obligations, collaborating with appointed inspection bodies and thereby protecting the Group's reputation over time. The management of tax compliance risks is entrusted to the business functions and to the Tax Service Function, which reports to the Group Chief Financial Officer, in whose operations the risk may arise. To monitor tax risk, the Tax Risk Officer function was created, which is responsible for implementing, updating and monitoring the TCF.

Unipol has a relationship of full collaboration with the competent tax authorities, supporting any audit activities and responding to requests received with the highest possible speed and transparency.

Tax risk management process

Tax risk can occur both in processes typically associated with tax management, and in operating and business processes. In accordance with the guidelines defined in the Tax Strategy, Unipol pursues the objective of proactively managing tax risk, identifying and managing in the TCF the following areas in which tax risk may occur:

  • Compliance risks, i.e. the risk of not correctly complying with tax obligations in accordance with the rules prescribed by law. Typically, the mitigation of these risks, for the
  • compliance phase, is ensured directly by the Tax Service Function, while, for risks affecting the business processes, mitigation is offered by the first-level controls by the business functions;
  • Tax fraud risks, i.e. the risk of incurring a violation that constitutes a tax fraud offence, with particular regard to predicate offences for the purposes of administrative liability of entities pursuant to Italian Legislative Decree no. 231/2001;
  • Interpretation risks, i.e. risks pertaining to the application of tax provisions and arising from hermeneutic uncertainties on abstract regulatory cases, and from the uncertain qualification of actual cases in relation to abstract regulatory assumptions. In order to detect, measure and manage these risks, Unipol has adopted a specific Policy for managing interpretation risk, attached to the Tax Risk Management Policy.

The tax risk measurement methodology is based on qualitative-quantitative parameters that allow review at any time of the assessments made in relation to specific risks. The recognition of tax interpretation risks is carried out as part of the updating of processes with respect to the new tax aspects, when performing tax advisory activities, preparing tax returns and managing non-routine transactions. At risk governance level, the roles and responsibilities are defined for the parties involved in managing the tax variable and introducing a specific procedure to manage risks associated with interpretation uncertainties. The escalation policy defines the rules for the assumption of tax risks that require the involvement of different organisational levels up to and including the Board of Directors.

Taxation represented in the Financial Statements

The Financial Statements specify the taxes for the year and also include a statement of reconciliation of the theoretical tax burden compared to the actual tax burden with an explanation of the main reasons for deviations. The main items causing mismatches between taxes paid and taxes recognised are subject to disclosure.

The Financial Statements include, where necessary, prudential provisions against current or potential disputes concerning the application of taxes, where there are divergent interpretations with respect to those expressed by the tax authorities in the context of relations based on mutual transparency and discussion.

Tax risk is in any event one of the operational risks subject to monitoring and assessment under Solvency II regulations. The basis for the approach adopted is the identification, profiling and quantification of risks for the purpose of defining capital requirements.

The Group's Italian and foreign companies pay taxes and duties in application of the tax regulations in force in each country.

Participation in the cooperative compliance regime

On 22 December 2023, UnipolSai Assicurazioni and Unipol Gruppo submitted an application for participation in the cooperative compliance regime pursuant to Art. 7, paragraph 2 of Italian Legislative Decree no. 128 of 5 August 2015. During 2024, the Companies provided information to the Tax Authorities with respect to the various TCF verification phases. On 16 December 2024, with two separate measures, the Tax Authorities notified the Companies of their admission to the cooperative compliance regime. Starting from 1 January 2025, admission to this regime took effect for Unipol Assicurazioni S.p.A.

IT services

During 2024, activities were structured according to the 3 lines of action set forth in the ICT Strategic Plan:

    1. Insurance Core Business Digitalisation and Process Automation:
    2. the development of the new "NEW CORE-Single Product" platform continued with the release in October of the After-Sales and monthly fractioning functions to pilot agencies and the certification was launched of the functions of the omnichannel journey, which will be released in 2025;
    3. the Cronos Vita project was launched, which calls for the migration to Unipol systems of roughly 500 individual and pension products over the next year;

• as part of the new Salesforce project, the first new functions have already been released for the preparation and sending of commercial communications (to date, approximately 100m commercial e-mails have been sent), while development continues on additional functions that will be progressively introduced in the course of 2025;

• as part of the new project for the introduction of Generative Artificial Intelligence, 11 applications were created, selected from the 22 priorities identified on the basis of business potential, and construction began on the AI Platform needed to control and integrate the new technology with core applications, an assistance chatbot was created for to respond to information and order requests, that will work based on a knowledge base of about 55k documents present in UEBA and will be released in production at the beginning of 2025, and the first version of "GenAi Code Assistant" was created to automate the writing of Java code and the relative tests, already adopted by the first development teams.

2. Evolution of technological platforms:

  • The roll-out of the new agency infrastructure (Next Gen Agency) was completed with respect to 5,194 agency network points of sale and Assicoops, reconfiguring more than 40k devices;
  • a reorganisation of the service provision structure was carried out with a focus on Services, a new end-2-end monitoring system was developed and the automation of operating procedures was enhanced, improving performance, doubling technological changes and decommissioning more than 400 servers;
  • The process of engineering the use of the Cloud continued, with the introduction of shared control and management tools, and a new technology was introduced for cloud data management optimisation (SnowFlake), also used for the creation of new agency reporting for around 10k operators.

3. Integration and development of new ecosystems and Cybersecurity:

  • The adaptation to the European DORA Regulation continued and activities were carried out to update and consolidate cyber defences, thanks to which we managed more than 60k attacks/month without identifying any significant problems;
  • the UNIPORT programme for Bancassurance has made it possible to integrate the systems of BPER, Arca and Unisalute, bringing the offer to 23 products, completing the activation of all 6 BPER channels (from the branch to digital) and significantly improving the sales offer capacity for BPER and CPI Arca loans, and new Unisalute Digital products for BPER customers;
  • in the Beyond Insurance area, system convergence activities continue (e.g. Sifà at UnipolRental, organisational and administrative systems of UnipolMove, Santagostino, DaVinci and TantoSvago towards those of the Group). To support the significant increase in volumes, UnipolMove infrastructures were enhanced and a new WelBee company welfare platform was created.

Communications

In 2024, activities in the Digital Image area continued with the usual approach entailing constant synergy of action between the web area and the social area, to ensure widespread coverage across all channels covered for maximum effectiveness in the Group's institutional communications.

The functional and experiential updating of the platforms of the corporate sites www.unipol.it and www.unipol.com started in 2023 - continued intensively, with the aim of concluding the significant upgrade at the start of the second half of the year.

In addition, in the second half of the year efforts were made especially in doing the work required to integrate the entire historical document archive of the institutional site of former UnipolSai into the Group site, with the aim of creating a single institutional web platform: a necessary step in relation to the corporate merger that led to the establishment of Unipol Assicurazioni SpA, as part of a complex rebranding activity that involved every aspect of corporate communication within the Company.

With regard to the Corporate Sponsorship Program, a fundamental activity that conveys the Unipol brand in various areas (from sport to culture, from art to environmental sustainability projects), the main initiatives aimed at enhancing the corporate image over the long term were: in the sports field, the production of video content and storytelling for Ducati Corse (Unipol has been Official Sponsor since 2017); the "Sport Heroes" project launched in 2023 - dedicated to five young high calibre athletes, true ambassadors of Italian sport, including at international level -, and support for the Luna Rossa Prada Pirelli team, whose boat - developed to participate in the 37th America's Cup of sailing - was launched in Cagliari in the spring. Whereas in the cultural sphere, the Group supported three significant projects carried out in Milan: the large retrospective that Palazzo Reale dedicated to Bolognese master Giorgio Morandi, the exhibition in which the Museo Diocesano compared a great Renaissance painter, Giovanni Bellini, with the sensitivity of contemporary artists; and finally, the exhibit starring Pablo Picasso, the greatest master of the twentieth century, analysed from the original and little-known perspective of his status as an unrecognised citizen in France, also at Palazzo Reale.

In addition, another step was completed for the coverage and transmission of the Unipol brand: in May the Group became the "Title Sponsor" of the Assago Forum in Milan, one of the main venues for concerts and sporting events in Italy, joining another large similar structure, the Unipol Arena in Casalecchio di Reno, which has borne that name since 2011.

The unique and multiple integrated communication actions carried out have guaranteed a strong impact in terms of both visibility and constant dialogue with the Company, 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, generating a reach of over 64m and nearly 144m 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 the former UnipolSai and Unipol Gruppo.

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

In 2024 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.

Report on corporate governance and ownership structures for 2024

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.unipol.com).

Communication of non-financial information

Sustainability reporting

The Company, qualifying as a large public interest entity, is subject to the separate reporting obligations envisaged by Italian Legislative Decree no. 125 of 2024 (the "CSRD Legislative Decree") with which the European legislation on corporate sustainability reporting ("Sustainability Reporting") contained in Directive (EU) 2022/2464 (Corporate Sustainability Reporting Directive or CSRD) was implemented in Italy.

Note, however, that in application of Art. 7 of the CSRD Legislative Decree the Company is exempt from the obligation to prepare a separate Sustainability Report as it is included in that prepared on a consolidated basis. This consolidated report, subject to assurance opinion by the auditor as required by Art. 8 of the CSRD Legislative Decree, is contained in the "Sustainability Reporting" section of the Management Report accompanying the Unipol Group consolidated financial statements, available on the website www.unipol.com.

Significant events after the reporting period

Credit rating update following the completion of the Merger

In January 2025, the credit ratings were updated following the completion of the merger by incorporation of UnipolSai Assicurazioni SpA. Unipol was assigned an Insurance Financial Strength Rating of "Baa2/Stable Outlook" by Moody's, an Insurer Financial Strength Rating of "A-/Positive Outlook" by Fitch and a Financial Strength Rating of "A (high)/Stable Trend" by Morningstar DBRS.

In addition, Moody's updated the senior unsecured debt rating and the long-term issuer rating of Unipol to "Baa3" from the previous "Ba1" and the senior unsecured medium term note programme to "(P)Baa3" from "(P)Ba1", with a Stable Outlook. Fitch improved Unipol's senior notes to "BBB+" from "BBB" and confirmed the Long-Term Issuer Default Rating at "BBB+", with a positive outlook. Morningstar DBRS updated the Issuer Rating of Unipol to "A(high)" from "BBB" with a stable trend.

PEO promoted by BPER Banca S.p.A. on all shares of Banca Popolare di Sondrio S.p.A.

On 6 February 2025, BPER Banca S.p.A. ("BPER") announced that it had taken the decision to promote a full voluntary public exchange offer pursuant to and for the purposes of Articles 102 and 106, paragraph 4, of the Consolidated Law on Finance (the "Offer"), concerning all of the ordinary shares of Banca Popolare di Sondrio S.p.A. ("BPSO") admitted to trading. For each BPSO Share for which the Offer is accepted, BPER will pay a unit price, not subject to adjustments except for the effects deriving from the distribution of dividends or transactions on the capital of BPSO, equal to 1.450 newly issued BPER ordinary shares.

On 13 February 2024, the Unipol Assicurazioni Board of Directors performed an initial analysis of the structure and characteristics of the Offer, agreeing with the strategic and business rationale of the transaction, which involves two banks with common roots and linked by a multi-year sharing of product companies in a number of areas of activity: from asset management to leasing and insurance. Also taking into account the acceleration of the Italian banking sector consolidation process currently underway, as significant shareholders and bancassurance partners of both institutions, the Administrative Body underscored the importance, for both BPER and BPSO, of undertaking - hopefully with constructive spirit on both sides - a combination process that will make it possible to strengthen their size and competitive positioning as well as foster their evolution, with positive repercussions on the business activities in common with the Unipol Group, while also enhancing traditional links with the reference geographical areas, a hallmark of the history of both institutions.

Business outlook

International macroeconomic forecasts for the year 2025 are characterised by expectations of global economic growth, with a still solid US economy and an acceleration in Euro Area GDP growth. In Italy, growth is expected to be driven by an increased contribution of private consumption and the end of the negative inventory cycle; furthermore, a convergence of Italian inflation at slightly below the ECB target of 2% is expected.

However, there is still a great deal of uncertainty linked to the possible resolution of the Russia-Ukraine conflict, as well as the progressive consolidation of global protectionist policies.

With regard to the Non-Life insurance business, the effects of climate change are leading to changes in products, at both tariff and regulatory level. 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 2025 as well, to promote the profitability of segregated funds, alongside multi-segment and protection products, while maintaining leadership in the Pension Funds sector.

Investment management continues to be aimed at the consistency of assets and liabilities and optimising the risk/return profile and liquidity of the portfolio, also with regard to the maintenance of an adequate level of solvency. The Group has completed the preparation of the new 2025-2027 Strategic Plan, which will be presented to the markets on 28 March 2025.

Excluding unforeseeable events, also given the uncertainties in the reference context, the operating result for the current year is expected to be positive.

Milan, 27 March 2025

The Board of Directors

  1. Financial Statements for

the year 2024

Financial statements

Statement of Financial Position Year 2024 Amounts in €

Annex I

Company Unipol Assicurazioni S.p.A.

Share capital Subscribed € 3,365,292,408 Paid-up € 3,365,292,408

Registered Office at BOLOGNA - Via Stalingrado 45

2 Financial Statements for the year 2024

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 3 69,942,029
b) Non-Life business 4 14,606,840 5 84,548,869
2. Other acquisition costs 6
3. Start-up and expansion costs 7
4. Goodwill 8 1,592,867,911
5. Other long-term costs 9 461,549,625 2,138,966,405
10
C.
INVESTMENTS
I - Land and buildings
1. Property for corporate business 11 491,332,780
2. Property for use by third parties 12 395,070,360
3. Other property 13 8,758,859
4. Other property rights 14 2,279,472
5. Fixed assets in progress and payments on account 15 16 897,441,471
II - Investments in group companies and other investees
1. Shares and holdings in:
a) holding companies 17
b) subsidiaries 18 3,743,024,308
c) affiliates 19
d) associates 20 1,115,917,884
e) other 21 21,607,219 22 4,880,549,411
2. Bonds issued by
a) holding companies 23
b) subsidiaries 24
c) affiliates 25
d) associates 26 73,896,287
e) other 27 1,500,000 28 75,396,287
3. Loans to:
a) holding companies 29
b) subsidiaries 30 695,000,000
c) affiliates 31
d) associates 32 6,015,319
e) other 33 34 701,015,319 35 5,656,961,017
to be carried forward 2,138,966,405

AMOUNTS FOR THE PREVIOUS YEAR
181
182
183
184 185
186
187
188
103,016
189
103,016
190
191
192
193
194
195 196
197
6,987,286,736
198
199
556,969,688
200
201 7,544,256,424
202
203
204
205
3,000,000
206
207 3,000,000
208
209
450,000,000
210
211
212
213 450,000,000
214
7,997,256,424
215
to be carried forward 103,016

Statement of financial position

ASSETS

AMOUNTS FOR THE YEAR
amount carried forward 2,138,966,405
C.
INVESTMENTS (continued)
III - Other financial investments
1. Shares and holdings
a) Listed shares 36 1,333,397,611
b) Unlisted shares 37 254,239,535
c) Holdings 38 39 1,587,637,146
2. Mutual investment fund units 40 5,650,398,601
3. Bonds and other fixed-yield securities
a) listed 41 29,082,544,898
b) unlisted 42 416,519,972
c) convertible bonds 43 44 29,499,064,870
4. Loans
a) collateralised loans 45
b) loans on policies 46 9,850,358
c) other loans 47 11,573,320 48 21,423,678
5. Mutual investment units 49
6. Bank deposits 50 101,450,817
7. Sundry financial investments 51 78,107,200 52 36,938,082,312
IV - Deposits with ceding companies 53 435,167,991 54 43,927,652,791
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
55 1,403,521,728
II - Investments arising from pension fund management 56 6,819,748,233 57 8,223,269,961
D.
bis TECHNICAL PROVISIONS - REINSURERS' SHARE
I - NON-LIFE BUSINESS
1. Premium provision 58 97,081,310
2. Claims provision 59 520,737,601
3. Provision for profit sharing and reversals 60 4,509
4. Other technical provisions 61 62 617,823,420
II - LIFE BUSINESS
1. Mathematical provisions 63 11,709,708
2. Premium provision from supplementary insurance 64
3. Provision for amounts payable 65 2,203,189
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
13,912,897 631,736,317
68 to be carried forward 69 70
54,921,625,474

AMOUNTS FOR THE PREVIOUS YEAR
amount carried forward 103,016
216
217
218 219
220
454,809,104
221
222
223 454,809,104
224
225
226
227 228
229
230
231 454,809,104
232
233 8,452,065,528
234
235
236 237
238
239
240
241 242
243
244
245
246
247
248 249 250
to be carried forward 8,452,168,544

Statement of financial position

ASSETS

AMOUNTS FOR THE YEAR
amount carried forward 54,921,625,474
E.
RECEIVABLES
I - Receivables relating to direct insurance business from:
1. Policyholders
a) for premiums for the year 599,627,584
71
b) for premiums for previous years 2,831,838
72
602,459,422
73
2. Insurance intermediaries 929,181,217
74
3. Insurance company current accounts 23,079,892
75
4. Policyholders and third parties for amounts to be
collected
180,661,647
76
1,735,382,178
77
II - Receivables relating to reinsurance business, from:
1. Insurance and reinsurance companies 332,905,677
78
2. Reinsurance intermediaries 465,299
79
333,370,976
80
III - Other receivables 3,119,534,021
81
5,188,287,175
82
F.
OTHER ASSETS
I - Property, plant and equipment and inventories:
1. Office furniture and machines and internal means of
transport
54,381,642
83
2. Movable assets entered in public registers 84
3. Plant and equipment 29,269,539
85
4. Inventories and sundry goods 4,909,828
86
88,561,009
87
II - Cash and cash equivalents
1. Bank deposits and post office accounts 1,273,269,405
88
2. Cheques and cash in hand 20,874
89
1,273,290,279
90
IV - Other assets
1. Transitory reinsurance accounts 92
2. Sundry assets 1,212,112,773
93
1,212,112,773
94
2,573,964,061
95
G.
ACCRUALS AND DEFERRALS
1. Interest 343,266,896
96
2. Rental income 4,659,756
97
3. Other accruals and deferrals 46,331,177
98
394,257,829
99
TOTAL ASSETS 63,078,134,539
100

AMOUNTS FOR THE PREVIOUS YEAR
amount carried forward 8,452,168,544
251
252 253
254
255
256 257
258
259 260
300,120,315
261
300,120,315
262
1
263
264
265
505,708
266
505,709
267
822,211,040
268
10,149
269
822,221,189
270
272
225,696,019
273
225,696,019
274
1,048,422,917
275
18,983,060
276
1,680
277
11,298,569
278
30,283,309
279
9,830,995,085
280

Statement of financial position

LIABILITIES AND SHAREHOLDERS' EQUITY

AMOUNTS FOR THE YEAR
A.
SHAREHOLDERS' EQUITY
I
- Subscribed capital or equivalent provision
3,365,292,408
101
II - Share premium reserve 1,345,677,187
102
III - Revaluation reserves 96,559,196
103
IV - Legal reserve 673,058,482
104
V
- Statutory reserve
105
VI - Reserve for shares of the holding company 400
VII - Other reserves 834,727,381
107
VIII - Retained profit (loss) 108
IX - Profit (loss) for the year 775,991,217
109
X - Negative reserve for treasury shares (14,057,573)
401
7,077,248,298
110
B.
SUBORDINATED LIABILITIES
1,750,000,000
111
C.
TECHNICAL PROVISIONS
I - NON-LIFE BUSINESS
1. Premium provision 3,291,623,678
112
2. Claims provision 10,908,910,979
113
3. Provision for profit sharing and reversals 9,374,922
114
4. Other technical provisions 968,444
115
5. Equalisation provisions 59,546,879
116
14,270,424,902
117
II - LIFE BUSINESS
1. Mathematical provisions 25,711,589,317
118
2. Premium provision from supplementary insurance 618,070
119
3. Provision for amounts payable 242,017,112
120
4. Provision for profit sharing and reversals 4,416,213
121
5. Other technical provisions 98,038,208
122
26,056,678,920
123
40,327,103,822
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
1,403,521,726
125
II - Provisions arising from pension fund management 6,819,748,233
126
8,223,269,959
127
to be carried forward 57,377,622,079

AMOUNTS FOR THE PREVIOUS YEAR
281 3,365,292,408
282 1,345,677,187
283
284 673,058,482
285
500
287 416,468,076
288
289 377,820,052
501 (1,438,382) 290 6,176,877,823
291
292
293
294
295
296 297
298
299
300
301
302 303 304
305
306 307
to be carried forward 6,176,877,823

Statement of financial position

LIABILITIES AND SHAREHOLDERS' EQUITY

AMOUNTS FOR THE YEAR
amount carried forward 57,377,622,079
E.
PROVISIONS FOR RISKS AND CHARGES
1. Post-employment benefits and similar obligations 1,454,537
128
2. Provisions for taxes 35,254,486
129
3. Other provisions 595,110,396
130
631,819,419
131
F.
DEPOSITS RECEIVED FROM REINSURERS
119,615,733
132
G.
PAYABLES AND OTHER LIABILITIES
I
-Payables arising from direct insurance business, to:
1. Insurance intermediaries 38,748,950
133
2. Insurance company current accounts 12,817,131
134
3. Policyholders for guarantee deposits and premiums 43,370,294
135
4. Guarantee funds in favour of the policyholders 16,919,075
136
111,855,450
137
II -Payables arising from reinsurance business, to:
1. Insurance and reinsurance companies 79,054,332
138
2. Reinsurance intermediaries 3,550,694
139
82,605,026
140
III - Bond loans 2,402,000,000
141
IV - Payables to banks and financial institutions 142
V
- Collateralised payables
143
VI - Sundry loans and other financial payables 33,439,249
144
VII - Post-employment benefits 26,200,201
145
VIII - Other payables
1. Policyholders' tax due 156,159,857
146
2. Sundry tax payables 116,344,456
147
3. Social security charges payable 39,710,534
148
4. Sundry payables 865,891,889
149
1,178,106,736
150
IX - Other liabilities
1. Transitory reinsurance accounts 151
2. Commissions for premiums under collection 100,018,625
152
3. Sundry liabilities 931,107,881
153
1,031,126,506
154
4,865,333,168
155
H.
ACCRUALS AND DEFERRALS
1. Interest 83,593,102
156
2. Rental income 14,915
157
3. Other accruals and deferrals 136,123
158
83,744,140
159
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY 63,078,134,539
160

AMOUNTS FOR THE PREVIOUS YEAR
amount carried forward 6,176,877,823
308
42,200
309
6,573,101
310
6,615,301
311
312
313
314
315
316 317
318
319 320
2,402,000,000
321
322
323
324
43,695
325
326
663,020
327
415,786
328
1,185,985,584
329
1,187,064,390
330
331
332
22,009,674
333
22,009,674
334
3,611,117,759
335
36,384,202
336
337
338 36,384,202
339
9,830,995,085
340

2 Financial Statements for the year 2024

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 2024 Amounts in €

Annex II

Company Unipol Assicurazioni S.p.A.

Share capital Subscribed € 3,365,292,408 Paid-up € 3,365,292,408

Registered Office at BOLOGNA - Via Stalingrado 45

2 Financial Statements for the year 2024

Income statement

AMOUNTS FOR THE YEAR
I. NON-LIFE BUSINESS TECHNICAL ACCOUNT
1. EARNED PREMIUMS, NET OF REINSURANCE
a) Gross premiums written 1 7,904,110,777
b) (-) Premiums ceded to reinsurers 2 363,325,245
c) Change in the gross amount of the premium provision 3 95,886,774
d) Change in reinsurers' share of the premium provision 4 6,538,982 5 7,451,437,740
2. (+) INVESTMENT INCOME TRANSFERRED FROM THE NON-TECHNICAL ACCOUNT
(ITEM III.6)
6 387,806,136
3. OTHER TECHNICAL INCOME, NET OF REINSURANCE 7 63,186,810
4. CHARGES RELATING TO CLAIMS, NET OF AMOUNTS RECOVERED AND REINSURANCE
a) Amounts paid
aa) Gross amount 8 5,443,603,986
bb) (-) reinsurers' share 9 405,936,130 10 5,037,667,856
b) Change in recoveries net of the reinsurers' share
aa) Gross amount 11 206,384,651
bb) (-) reinsurers' share 12 20,098,946 13 186,285,705
c) Change in claims provision
aa) Gross amount 14 (477,278,633)
bb) (-) reinsurers' share 15 (326,226,593) 16 (151,052,040) 17 4,700,330,111
5. CHANGE IN OTHER TECHNICAL PROVISIONS, NET OF REINSURANCE 18 216,943
6. REVERSALS AND PROFIT SHARING, NET OF REINSURANCE 19 1,988,376
7. OPERATING EXPENSES:
a) Acquisition commissions 20 1,449,257,456
b) Other acquisition costs 21 250,734,481
c) Change in commissions and other acquisition costs
to be amortised
22 (1,226,076)
d) Collection commissions 23 175,958,020
e) Other administrative expenses 24 425,226,643
f) (-) Commissions and profit sharing from reinsurers 25 92,872,752 26 2,209,529,924
8. OTHER TECHNICAL CHARGES, NET OF REINSURANCE 27 179,996,619
9. CHANGE IN EQUALISATION PROVISIONS 28 9,664,978
10. NON-LIFE BUSINESS TECHNICAL RESULT (Item III.1) 29 800,703,735

AMOUNTS FOR THE PREVIOUS YEAR
111
112
113
114 115
116
117
118
119 120
121
122 123
124
125 126 127
128
129
130
131
132
133
134
135 136
137
138
139

2 Financial Statements for the year 2024

Income Statement

AMOUNTS FOR THE YEAR
II. LIFE BUSINESS TECHNICAL ACCOUNT
1. PREMIUMS FOR THE YEAR, NET OF REINSURANCE:
a) Gross premiums written 30 3,601,599,904
b) (-) Premiums ceded to reinsurers 31 8,526,643 32 3,593,073,261
2. GAINS ON INVESTMENTS:
a) Gains arising from shares and holdings 33 109,429,094
(of which: from group companies and other investees 34 64,696,195
)
b) Gains on other investments:
aa) from land and buildings 35 135,022
bb) from other investments 36 864,305,384 37 864,440,406
(of which: from group companies and other investees 38 19,478,387
)
c) Reversals of value adjustments on investments 39 62,227,757
d) Gains on realisation of investments 40 94,145,275
(of which: from group companies and other investees 41 ) 42 1,130,242,532
3. UNREALISED GAINS RELATING TO INVESTMENTS BENEFITING POLICYHOLDERS THAT
BEAR THE RISK AND INVESTMENTS ARISING FROM PENSION FUND MANAGEMENT
43 519,786,075
4. OTHER TECHNICAL INCOME, NET OF REINSURANCE 44 61,822,044
5. CHARGES RELATING TO CLAIMS, NET OF REINSURANCE
a) Amounts paid
aa) Gross amount 45 3,538,766,077
bb) (-) Reinsurers' share 46 2,047,914 47 3,536,718,163
b) Change in provision for amounts payable
aa) Gross amount 48 (17,643,109)
bb) (-) Reinsurers' share 49 (132,923) 50 (17,510,186) 51 3,519,207,977
6. CHANGE IN MATHEMATICAL PROVISIONS AND OTHER TECHNICAL PROVISIONS,
NET OF REINSURANCE
a) Mathematical provisions
aa) Gross amount 52 25,763,625
bb) (-) Reinsurers' share 53 (617,657) 54 26,381,282
b) Premium provision from supplementary insurance:
aa) Gross amount 55 (28,246)
bb) (-) Reinsurers' share 56 57 (28,246)
c) Other technical provisions
aa) Gross amount 58 (558,830)
bb) (-) Reinsurers' share 59 60 (558,830)
d) Technical provisions where the investment risk is borne
by the policyholders and arising from pension fund management
aa) Gross amount 61 887,590,176
bb) (-) Reinsurers' share 62 63 887,590,176 64 913,384,382

AMOUNTS FOR THE PREVIOUS YEAR
140
141 142
143
(of which: from group companies and other investees 144 )
145
146 147
(of which: from group companies and other investees 148 )
149
150
(of which: from group companies and other investees 151 )
152
153
154
155
156 157
158
159 160 161
162
163 164
165
166 167
168
169 170
171
172 173 174

2 Financial Statements for the year 2024

Income Statement

AMOUNTS FOR THE YEAR
7. REVERSALS AND PROFIT SHARING, NET OF REINSURANCE 65 (361,878)
8. OPERATING EXPENSES:
a) Acquisition commissions 66 53,533,517
b) Other acquisition costs 67 35,373,239
c) Change in commissions and other acquisition costs
to be amortised 68 1,569,497
d) Collection commissions 69 5,103,580
e) Other administrative expenses 70 82,421,821
f) (-) Commissions and profit sharing from reinsurers 71 809,216 72 174,053,444
9. ASSET AND FINANCIAL CHARGES:
a) Investment management expenses and interest expense 73 84,448,546
b) Value adjustments to investments 74 58,398,372
c) Losses on realisation of investments 75 46,207,801 76 189,054,719
10. UNREALISED ASSET AND FINANCIAL CHARGES RELATING TO INVESTMENTS
BENEFITTING POLICYHOLDERS THAT BEAR THE RISK AND INVESTMENTS
ARISING FROM PENSION FUND MANAGEMENT 77 144,877,440
11. OTHER TECHNICAL CHARGES, NET OF REINSURANCE 78 61,034,030
12. (-) SHARE OF PROFITS ON INVESTMENTS TRANSFERRED TO
NON-TECHNICAL ACCOUNT (item III.4) 79 98,916,566
13. LIFE BUSINESS TECHNICAL RESULT (item III.2) 80 204,757,232
III. NON-TECHNICAL ACCOUNT
1. NON-LIFE BUSINESS TECHNICAL RESULT (item I.10) 81 800,703,735
2. LIFE BUSINESS TECHNICAL RESULT (item II.13) 82 204,757,232
3. GAINS ON NON-LIFE BUSINESS INVESTMENTS:
a) Gains arising from shares and holdings 83 293,786,594
(of which: from group companies and other investees 84 247,052,299
)
b) Gains on other investments:
aa) from land and buildings 37,117,724
85
bb) from other investments 469,560,447
86
87 506,678,171
(of which: from group companies and other investees 88 57,902,236
)
c) Reversals of value adjustments on investments 89 73,955,901
d) Gains on realisation of investments 90 109,759,959
(of which: from group companies and other investees 91 361,747
)
92 984,180,625

AMOUNTS FOR THE PREVIOUS YEAR
175
176
177
178
179
180
181 182
183
184
185 186
187
188
189
190
191
192
429,499,559
193
(of which: from group companies and other investees )
194
195
41,350,821
196
41,350,821
197
(of which: from group companies and other investees )
198
1,576,291
199
16,336,916
200
(of which: from group companies and other investees )
201
488,763,587
202

2 Financial Statements for the year 2024

Income Statement

AMOUNTS FOR THE YEAR
4. (+) SHARE OF PROFITS ON INVESTMENTS TRANSFERRED FROM
LIFE BUSINESS TECHNICAL ACCOUNT (item II.12)
93 98,916,566
5. NON-LIFE BUSINESS ASSET AND FINANCIAL CHARGES:
a) Investment management expenses and interest expense 94 158,088,074
b) Value adjustments to investments 95 124,471,574
c) Losses on realisation of investments 96 84,839,524 97 367,399,172
6. (-) SHARE OF PROFITS ON INVESTMENTS TRANSFERRED TO NON-LIFE
BUSINESS TECHNICAL ACCOUNT (item I.2)
98 387,806,136
7. OTHER INCOME 99 323,087,022
8. OTHER CHARGES 100 647,665,094
9. PROFIT (LOSS) FROM ORDINARY OPERATIONS 101 1,008,774,778
10. EXTRAORDINARY INCOME 102 210,519,405
11. EXTRAORDINARY EXPENSES 103 218,033,967
12. PROFIT (LOSS) FROM EXTRAORDINARY OPERATIONS 104 (7,514,562)
13. PRE-TAX PROFIT (LOSS) 105 1,001,260,216
14. INCOME TAX FOR THE YEAR 106 225,268,999
15. PROFIT (LOSS) FOR THE YEAR 107 775,991,217

AMOUNTS FOR THE PREVIOUS YEAR
203
204 1,078,101
205 131,713
206 3,124,291 207 4,334,105
208
209 40,447,541
210 161,638,979
211 363,238,044
212 16,051,863
213 13,848,943
214 2,202,920
215 365,440,964
216 (12,379,088)
217 377,820,052

2 Financial Statements for the year 2024

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

Introduction

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

The Company may also manage all forms of supplementary pensions (previdenza complementare) provided for under the applicable laws, as subsequently amended and supplemented, and establish, create and manage open pension funds and carry out any activity accessory or instrumental to the operation of such funds.

As extensively commented on in the Management Report, it should be noted that on 31 December 2024 the merger by incorporation (the "Merger") into the holding company Unipol Gruppo SpA (the "Merging Company") of UnipolSai Assicurazioni SpA ("UnipolSai"), as well as Unipol Finance Srl, UnipolPart I SpA and Unipol Investment SpA, companies wholly owned by Unipol Gruppo, which in turn held equity investments in UnipolSai (the "Intermediate Holding Companies"), became legally effective. As a result of the merger, the Merging Company took over all authorisations for the exercise of insurance and reinsurance activities previously held by UnipolSai and took on the name of Unipol Assicurazioni SpA ("Unipol Assicurazioni" or, for short, "Unipol").

The Merger became retroactively effective for accounting and tax purposes as of 1 January 2024. Therefore, the financial statements of Unipol Assicurazioni at 31 December 2024 incorporate:

  • with reference to the statement of financial position, the effects of the merger caused with regard to the statement of financial position amounts at the date on which the Merger became effective for accounting purposes, as well as the additional changes that occurred during the year 2024;
  • with reference to the income statement, the business trends of the companies participating in the Merger during the entire 2024 financial year and, therefore, the recognition of all costs/revenues and charges/income pertaining to the 2024 financial year, net of the elimination of any costs/revenues deriving from any relationships between the same companies.

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. 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 layout of the financial statements offers a comparison with the figures of the previous year. Where necessary, in the event of a change to the accounting standards, measurement or classification criteria, the comparative data are restated and reclassified in order to provide homogeneous and consistent information.

In this regard, at 31 December 2023, in consideration of the different activity carried out until that date, the Merging Company was required to prepare the financial statements in compliance with the provisions of the Italian Civil Code and the national accounting standards approved by the Italian Accounting Standards Setter applicable by companies in general.

For comparative purposes, the values of the 2023 financial statements of the Merging Company have been appropriately reclassified and shown, in the column referring to the previous year, according to the financial statement items of the insurance companies.

Considering that the comparative analysis of the economic and financial data is considerably impacted by the effects of the Merger, to facilitate the reading of such data, where deemed appropriate, the Notes to the Financial Statements include:

  • for separate statement of financial position items, the recognition of the effects of the Merger and other post-Merger changes;

  • for the income statement items, the comparison with the 2023 financial statement figure of the Merging Company, and with the 2023 Aggregated figure, calculated on the basis of the aggregation of the 2023 figures of the companies participating in the Merger, adjusted for the elimination of costs/revenue arising from any transactions that took place between the same companies.

For additional information on the effects of the Merger, please also refer to the Management Report under the paragraph "Comparative analysis of figures with the previous year".

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.

No changes were made to the measurement criteria previously applied by the Merging Company and the other companies participating in the Merger, which were already uniform where the prerequisites were met.

No significant events occurred after year end that could affect the financial statement results.

The Unipol 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 Unipol Assicurazioni are audited by the independent auditors EY SpA, which has been appointed to audit the financial statements of the Company for the 2021-2029 period.

Accounting effects of the Merger

The Merger, which, as already mentioned, became retroactively effective for accounting purposes as of 1 January 2024, was carried out with continuity of accounting and tax values, acquiring all statement of financial position items of the merged companies as set forth in the respective financial statements at 31 December 2023 and recognising the following merger adjustments:

  • cancellation of the value of the equity investments held by the Merging Company in the Intermediate Holding Companies (totalling €1,474,574,224) as a balancing entry to the shareholders' equity items of the merged companies, with the emergence of a merger surplus for a total of €409,604,706 recognised as an increase in Other reserves in the shareholders' equity of the Merging Company;
  • cancellation of the value of the equity investment held by the Merging Company in UnipolSai (totalling €7,757,394,861, as restated following the effects of the public tender offer and the additional purchases made in 2024 as part of the Merger), with the emergence of a deficit equal to €1,440,092,166, allocated entirely to goodwill as the conditions set forth in Art. 2426 of the Italian Civil Code were met;
  • elimination of dividends received from companies participating in the Merger and other reciprocal receivable/payable items;
  • restatement of the book value of the Unipol shares held by the merged entity UnipolSai to increase the negative reserve for treasury shares in the portfolio for €2,861,411;
  • replenishment in application of Art. 172, par. 5, Italian Presidential Decree 917/1986 of the revaluation reserve pursuant to Art. 15 of Decree Law 185/2008, previously held by UnipolSai for €96,559,196, among the items of Shareholders' equity and through the use of Other reserves.

In compliance with the reference accounting standards, the goodwill recognised in relation to the merger of UnipolSai will be amortised over a period of twenty years, starting from the 2024 financial year, in consideration of the ability of the business of the merged entity UnipolSai to generate positive economic results over time, taking into account its strong and stable competitive positioning in the reference market.

As a result of the Merger, there was therefore a net increase in the shareholders' equity of the Merging Company of €406,743,295.

As already described in the introduction, the statement of financial position values set forth in the 2023 financial statements of the Merging Company were preliminarily restated according to the financial statement items of the insurance companies and, for comparative purposes only, the income statement items were also reclassified, with no impact on the result for the year 2023 or on shareholders' equity at 31 December 2023.

The tables below show the reconciliation between the items of the 2023 financial statements approved by Unipol Gruppo and the items of the financial statements pursuant to ISVAP Regulation 22/2008.

Statement of Financial Position

ASSETS

Amounts in €k

INTANGIBLE ASSETS PROPERTY, PLANT
AND EQUIPMENT
FINANCIAL FIXED RECEIVABLES CURRENT FINANCIAL CASH AND CASH
EQUIVALENTS
ACCRUALS AND
ASSETS ASSETS ASSETS DEFERRALS TOTAL
A. Subscribed capital, unpaid 1
B. Intangible assets
1. Acquisition expenses to be amortised 2
2. Other assets 3 103 103
Total 4 103 103
C. Investments
I - Land and buildings 5
II - Investments in group companies and other investees
1. Shares and holdings 6 7,543,121 1,136 7,544,256
2. Bonds 7 3,000 3,000
3. Loans 8 450,000 450,000
Total investments in group companies and other
investees
9 7,996,121 1,136 7,997,256
III - Other financial investments
1. Shares and holdings 10
2. Mutual investment fund units 11
3. Bonds and other fixed-yield securities 12 377,566 77,243 454,809
4. Loans 13
5. Other 14
Total other financial investments 15 377,566 77,243 454,809
IV - Deposits with ceding companies 16
Total 17
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
II - Investments arising from pension fund management 19
Total 20
D. bis Technical Provisions - reinsurers' share
I - Non-life business technical provisions 21
II - Life business technical provisions (excl. technical
provisions under point III)
22
III - Life business technical provisions where the
investment risk is borne by policyholders and
provisions arising from pension fund management
Total 23
E. Receivables 24
I - Receivables relating to direct insurance business 25
II - Receivables relating to reinsurance business 26
III - Other receivables 27 300,120 300,120
Total 28 300,120 300,120
F. Other assets
I - Property, plant and equipment and inventories 29 506 506
II - Cash and cash equivalents 30 822,221 822,221
IV - Other assets 31 225,696 225,696
Total 32 506 225,696 822,221 1,048,423
G. Accruals and deferrals 33 17,821 1,162 11,300 30,283
TOTAL ASSETS - UNIPOL ASSICURAZIONI 34 103 506 8,391,508 525,816 79,540 822,221 11,300 9,830,995
item transferred from liabilities to be deducted 35 (10,833) (10,833)
TOTAL ASSETS - UNIPOL GRUPPO 36 103 506 8,391,508 525,816 79,540 822,221 467 9,820,162

Statement of Financial Position

LIABILITIES AND SHAREHOLDERS' EQUITY

Amounts in €k

LIABILITIES SHAREHOLDERS'
EQUITY
FOR RISKS AND
PROVISIONS
CHARGES
EMPLOYMENT
BENEFITS
POST
PAYABLES TOTAL
A. Shareholders' equity
I - Subscribed capital or equivalent reserve 35 3,365,292 3,365,292
II - Share premium reserve 36 1,345,677 1,345,677
III - Legal reserve 37 673,058 673,058
IV - Other equity reserves 38 416,468 416,468
V - Retained profit (loss) 39
VI - Profit (loss) for the year 40 377,820 377,820
VII - Negative reserve for treasury shares 41 (1,438) (1,438)
Total 42 6,177 6,176,877
B. Subordinated liabilities 43
C. Technical provisions
I - Non-Life business
1. Premium provision 44
2. Claims provision
3. Sundry technical provisions 45
4. Equalisation provisions 46
Total non-life technical provisions 47
II - Life business 48
1. Mathematical provisions
2. Provision for amounts payable 49
3. Sundry technical provisions 50
Total life business technical provisions 51
Total 52
D. Technical provisions where the investment risk is borne
by policyholders and investments arising from pension
fund management
53
I - Provisions relating to contracts connected to
investments fund and market indices
54
II - Provisions arising from pension fund management 55
Total 56
E. Provisions for risks and charges 57 6,615 6,615
F. Deposits received from reinsurers 58
G. Payables and other liabilities
I
- Payables arising from direct insurance business
59
II
- Payables arising from reinsurance business
60
III - Bond loans 61 2,402,000 2,402,000
IV - Payables to banks and financial institutions 62
V - Sundry payables and loans 63 1,187,064 1,187,064
VI - Post-employment benefits 64 44 44
VII - Other liabilities 65 22,010 22,010
Total 66 44 3,611,074 3,611,118
H. Accruals and deferrals 67 36,384 36,384
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY
UNIPOL ASSICURAZIONI
68 6,177 6,615 44 3,647,458 9,830,995
item transferred to assets to be deducted 69 (10,833) (10,833)
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY
UNIPOL GRUPPO
70 6,177 6,615 44 3,636,625 9,820,162

3 Notes to the Financial Statements

Income Statement

Amounts in €k

PRODUCTION
A) VALUE OF
PRODUCTION
B) COSTS OF
C) FINANCIAL
INCOME AND
CHARGES
FINANCIAL ASSETS
ADJUSTMENTS TO
D) VALUE
TAXES TOTAL
I. NON-LIFE BUSINESS TECHNICAL ACCOUNT
II. LIFE BUSINESS TECHNICAL ACCOUNT
III. CONTO NON TECNICO
1. Non-Life business technical result (item I. 10)
2. Life business technical result (item II. 13)
3. Gains on Non-Life business investments
a) Gains arising from investments 470,850 470,850
b) Reversals of value adjustments on investments
c) Gains on realisation of investments 16,337 1,576 17,913
Total 487,187 1,576 488,764
4. (+) Share of profits on investments transferred from the Life business
technical account (item II. 12)
5. Non-Life business asset and financial charges
a) Investment management expenses and interest expense 537 541 1,078
b) Value adjustments on investments 3,124 132 3,256
c) Losses on realisation of investments
Total 537 3,665 132 4,334
6. (-) Share of profits on investments transferred to the Non-Life
business technical account (item I. 2)
7. Other income 16,934 23,513 40,448
8. Other charges 45,713 115,926 161,639
9. Profit (loss) from ordinary operations 16,934 (46,250) 391,109 1,445 363,238
10. Extraordinary income 2,192 2,088 11,772 16,052
11. Extraordinary expenses 623 13,198 27 13,849
12. Profit (loss) from extraordinary operations 2,192 (623) (11,111) 11,745 2,203
13. Pre-tax profit (loss) 19,126 (46,873) 379,998 1,445 11,745 365,441
14. Income tax on profit (loss) for the year (12,379) (12,379)
15. Profit (loss) for the period 19,126 (46,873) 379,998 1,445 24,124 377,820

Considering that Unipol Assicurazioni, like UnipolSai, carries out insurance activities in both the Non-Life and Life businesses, the statement of financial position items of the Merging Company and all merged entities were allocated to the two separate sectors, Non-Life and Life, according to the following criteria:

  • with reference to the Merging Company, all statement of financial position items were attributed to the Non-Life business with the exception of the following specifically assigned to the Life business:
    • a portion of the value of the UnipolSai equity investment in order to break down the merger deficit between the segments in a similar proportion to the breakdown of goodwill shown in the consolidated financial statements;
    • a portion, corresponding to a nominal value of €200m, of the senior bond issued by Unipol Gruppo maturing in September 2030;
    • a portion of shareholders' equity totalling €2,199,027,078.87, broken down as follows: Share capital €841,323,102.01; Share premium reserve €981,205,318.48; Legal reserve €168,264,620.40; Other reserves €208,234,037.98;
  • with reference to the Intermediate Holding Companies, all statement of financial position items were attributed to the Non-Life segment;
  • lastly, with reference to UnipolSai, the original allocation to the Non-Life and Life segments as shown in the financial statements of UnipolSai at 31 December 2023 was maintained.

The distribution of income statement items between the Non-Life and Life segments is consistent with the distribution of the statement of financial position items described above.

With reference to the reclassification of income statement items, the costs/revenues and charges/income of the Merging Company and the Intermediate Holding Companies were allocated to the non-technical account, as they in fact did not contribute to the exercise of insurance activities in the course of 2024, since they concerned for the most part the items Other charges and Other income. Exceptions are income from investments, charges on senior loans issued and taxes for the year and previous years, for which the insurance income statement requires the recognition of specific items by nature and on an economic basis and in any event outside the technical account.

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.

3 Notes to the Financial Statements

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)).

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 accrued, and the market cost (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.

3 Notes to the Financial Statements

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;

  • 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 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

Income tax for the year is calculated according to current tax regulations and recognised among costs for the year. These comprise charges/income for:

  • current tax for the year;
  • tax from previous years, the amount of which has changed at the initiative of the taxpayer or the Tax Administration, or due to the closure of disputes;
  • deferred tax assets and liabilities arising during the year and usable in future years;
  • the portion for the year 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, calculated on the temporary differences between profit (loss) for the year and taxable income, arisen or deducted during the year, are recognised as 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 nontechnical account.

Pursuant to Art. 117 et seq. of Italian Presidential Decree 917/1986 and Italian Ministerial Decree of 9 June 2004, the Company participates, as consolidating company, in the IRES tax consolidation regime, with 45 companies taking part as consolidated companies. Unipol has signed an agreement with these companies regulating the economic and financial aspects governing the regime in question, recognising in its financial position the effects of the transfer of the IRES taxable income of the consolidated companies, calculated pursuant to the law, keeping into account the applicable consolidation adjustments and the tax credits accrued.

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 31/12/2024 29/12/2023
US Dollar 1.0389 1.1050
Pound Sterling 0.8292 0.8691
Swiss Franc 0.9412 0.9260
Canadian Dollar 1.4948 1.4642
YEN 163.0600 156.3300
Swedish Krona 11.4590 11.0960

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 2024 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 2024 closed with a profit of €775,991k, €568,157k of which in the Non-Life business and €207,834k 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 item "intangible assets" amounted to €2,138,966k at 31 December 2024, an increase of €2,138,863k compared to the previous year. The change was due for €2,190,458k to the effect of the Merger, of which €1,440,092k deriving from the allocation of the deficit arising from the merger of UnipolSai. Compared to the opening balance post Merger, the change during the period was a negative €51,595k. The various components are commented on below.

Change due to Amortisation/
Valori in migliaia di euro 31/12/2023 Merger Increases depreciation 31/12/2024
Acquisition commissions to be
amortised
84,205 32,679 32,336 84,549
Goodwill 1,689,241 96,373 1,592,868
Other long-term costs 103 417,012 133,701 89,267 461,550
Total 103 2,190,458 166,380 217,975 2,138,966

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

Acquisition commissions to be amortised totalled €84,549k, €69,942k of which in the Life business and €14,607k in the Non-Life business. The item, not present at 31 December 2023, derived from the contribution of UnipolSai for €84,205k and increased by €343k net of amortisation for the period compared to the opening balance post Merger.

1.3 Goodwill (item B.4)

Goodwill came to a total of €1,592,868k, €1,330,276k of which belonging to the Non-Life business and €262,592k to the Life business, and it is amortised in 20 years. The item, not valued at the end of the previous year, arose as a result of the Merger in relation to goodwill recognised in the financial statements of UnipolSai at 31 December 2023 for €249,148k, as well as due to the allocation of the deficit emerging from the merger of UnipolSai initially totalling €1,440,092k; the total amount decreased due to the recognition of 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 €195,597k of which €165,657k related to the Non-Life business and €29,940k 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 €580k 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 €78k 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 €28,526k allocated entirely to the Non-Life business;
  • the deficit arising from the merger by incorporation of UnipolSai into Unipol Gruppo on 31 December 2024, effective for accounting purposes on 1 January 2024, for a residual value of €1,368,088k of which €1,135,513k related to the Non-Life business and €232,575k to the Life business.

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

Other long-term costs, amounting to €461,550k (item B5), posted a net increase of €44,434k compared to the post merger aggregated figure. Of this item, €13,507k referred to the Life business and €448,043k to the Non-Life business.

Amounts in €k 31/12/2023 Change due to
Merger
Increases Amortisation/
depreciation
31/12/2024
Development and integration
projects
63 356,719 117,617 66,448 407,951
Software and Licences 56,805 13,977 20,832 49,951
Improvements to third party
assets
3,429 1,270 1,130 3,568
Other long-term expenses 40 59 19 80
Total 103 417,012 132,864 88,430 461,550

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

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 2024 of €407,951k, with increases during the period of €117,617k (in addition to changes due to the Merger), mainly due to the following IT and digital technology development projects: Single Product for the creation of a new Non-Life system for €16,300k, Salesforce Project for €10,685k, introduction of Robotic Process Automation (RPA) and Artificial Intelligence (AI) and generative AI for €6,911k, Generative AI project for €5,955k, new models for leveraging and managing company data (Data Governance) for €4,865k, claims management applications for €4,199k, CRMO Evolution Management and Sales Actions Plan for €4,041k and SAP Evolution Management for €3,420k.

Other long-term expenses included trademarks for €65k.

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.

Changes in intangible assets during the year are summarised in annex 4 and in the Statement of changes in property, plant and equipment and intangible assets in the Additional tables appended to the Notes to the Financial Statements.

3 Notes to the Financial Statements

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 2024:

Amounts in €k Assets Accum. deprec. Net assets
Property for own use 727,768 236,435 491,333
Property for use by third parties 541,305 146,234 395,070
Other property 8,759 8,759
Other rights 2,630 350 2,279
Total 1,280,461 383,019 897,441

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

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 necessary to recognise write-downs on real estate assets totalling €450k in the course of 2024.

The total current value of property at 31 December 2024 amounted to €1,052,692k, increasing by around €155,251k 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 2024
Gross property at 31/12/2023
Property from Merger, gross amount 1,569,454
New investments/improvements 43,740
Sales and other reductions 332,283
Write-downs of property 450
Gross property at 31/12/2024 1,280,461
Accum. depreciation previous year
Accum. depreciation of property from Merger 428,604
Amount of depreciation for the year 36,616
Decreases for disposals 82,201
Accumulated depreciation at 31 December 383,019
Net property at 31/12/2024 897,441

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 2024 was €4,880,549k as compared to €4,673,206k (post merger aggregated figure), with a net increase of €207,343k. The changes in the period were as follows:

Amounts in €k

Movements during the period 2024
Opening balance 7,544,256
Changes due to Merger: (2,871,050)
- of which purchases of UnipolSai shares 1,107,270
- of which other increases due to Merger 5,253,649
- of which other decreases due to Merger (9,231,969)
Other purchases and subscriptions 270,500
Other increases 19,142
Sales (200)
(Impairment) and reversals of impairment losses (61,838)
Other decreases (20,260)
Balance at 31/12/2024 4,880,549

The changes due to the Merger summarise all transactions carried out in relation to the Merger and refer to:

  • purchases of UnipolSai shares made by Unipol Gruppo in several phases in the course of 2024, as described in more detail in the Management Report, for a total value of €1,107,270k;
  • combination of the equity investments held by the merged entities for a total of €5,253,649k and subsequent elimination of the total equity investments held in the share capital of the merged entities for a total value of €9,231,969k.
  • Subscriptions, also inclusive of other forms of investee capitalisation, refer to:
    • UnipolRental€250,000k;
    • Nuove Iniziative Toscane €6,900k;
    • BeRebel €5,500k;
    • Unipolpay €4,700k;
    • DaVinci Healthcare €3,000k;
    • WelBee €400k.
  • Other increases included:
    • increase by €19,142k of the carrying amount of Società e Salute following the merger by incorporation of Centri Medici Dyadea;
  • Sales refer to:

  • Euromilano €200k;

  • Impairment refers to the following equity investments:
    • UnipolRental €60,000k;
    • Nuove Iniziative Toscane €1,518k;

3 Notes to the Financial Statements

  • Cambiomarcia €310k;
  • Borsetto €10k.

Other decreases included:

the assignment of UnipolSai shares to executive personnel, under the compensation plans based on financial instruments, for a total of €1,118k;

elimination of the carrying amount of €19,142k of the investee Centri Medici Dyadea, merged into Società e Salute.

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

  • BeRebel: on 8 August 2024, UnipolSai made a capital contribution of €5,500k to cover the loss at 30 June 2024 and as a result to replenish the shareholders' equity, in addition to supporting the investments planned for the current year in the Business Plan with reference to IT infrastructure and marketing expenses. At 31 December 2024, the carrying amount of BeRebel came to €20,620k.
  • DaVinci Healthcare: the shareholders' meeting, which met on 31 July 2024, approved a share capital increase for a total of €3,000k, of which €46k by way of share capital and €2,954k 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 2024, Unipol held an equity investment in DaVinci Healthcare for €267k, representing 80.26% of the share capital, with a carrying amount of €17,236k.
  • Euromilano: on 11 June 2024, Unipol sold to REDO SGR SpA in its capacity as management company of the Euromilano Fund real estate fund - 13k shares held in Euromilano, collecting the consideration of €15k and realising a capital loss of €185k. Following the transaction, the equity investment in Euromilano was reduced to zero.
  • Nuove Iniziative Toscane: on 28 May 2024, a capital contribution of €6,900k was made, attributable for €1,900k to the residual capitalisation commitment for a total of €5,700k undertaken by UnipolSai on 9 January 2018 and an additional capital contribution of €5,000k to provide NIT with the financial resources required to meet commitments deriving from the loss in the civil case against Toscana Aeroporti S.p.A. and legal costs for the appeal to the Court of Appeal against the first instance ruling.
  • Società e Salute: the merger by incorporation of Centri Medici Dyadea into Società e Salute became effective on 1 January 2024. The carrying amount of the equity investment held in the merged entity was added to the value of the equity investment held in the merging company, without impacting the overall value of the financial statement item.
  • UnipolPay: on 2 August 2024, a capital contribution of €4,700k was made in favour of the subsidiary as part of the funding envisaged in the business plan for 2024. The carrying amount of UnipolPay was €43,250k.
  • UnipolRental: the shareholders' meeting held on 23 December 2024, taking into account the need to realign the capital resulting from the benchmarking analysis performed on the data at 30 September 2024, as well as outlooks for the end of the 2024 financial year, approved an indivisible share capital increase of €250,000k, through the issue of 250m new shares with a nominal value of €1 each, with no share premium, to be offered as an option to shareholders in proportion to their shareholdings and to be subscribed within the current year, establishing that such share capital increase could be paid up either in cash or by offsetting receivables claimed for any reason by the subscriber from the Company. On the same date, the shareholder UnipolSai (as the shareholder BPER had not exercised its option right) subscribed the entire amount of the share capital increase by offsetting part of the receivable (€250,000k) relating to the shareholder loan for a total of €300,000k granted by UnipolSai to UnipolRental on 8 August 2024 and maturing on 8 August 2029. The carrying amount of UnipolRentalwas €341,194k and the equity investment represented 97.78% of the share capital of the investee.
  • Welbee: on 2 May 2024, a capital contribution of €400k was made in favour of the subsidiary in order to replenish its capital and avoid the activation of the mechanisms established by the Italian Civil Code for the reduction of the share capital by more than one-third.

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 €6,251,024k, whilst their carrying amount comes to €4,880,549k. 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% 180,000 137,982 (42,018)
UniSalute Spa-Bologna- IT 98.99% 745,000 304,350 (440,650)
Arca Vita Spa-Verona- IT 63.39% 475,000 288,005 (186,995)
Ddor Novi Sad Ord Eur-Novi Sad- RS 100.00% 90,988 87,970 (3,018)
UnipolPay Spa-Bologna- IT 100.00% 43,250 29,887 (13,363)
Nuove Iniziative Toscane Srl-Firenze- IT 100.00% 75,385 74,220 (1,165)
Marina Di Loano Spa-Loano (Sv)- IT 100.00% 81,709 80,058 (1,651)
Meridiano Secondo Srl-Milano- IT 100.00% 322,160 321,536 (624)
Gruppo Una Spa-Milano- IT 100.00% 72,233 67,012 (5,222)
UnipolTech S.p.A.-Bologna- IT 100.00% 90,000 84,008 (5,992)
Unipol
Spa-Reggio Emilia- IT
Rental
97.78% 281,194 261,382 (19,813)
Berebel Spa-Bologna- IT 100.00% 20,620 1,739 (18,881)
Davinci Healthcare Srl-Milano- IT 80.26% 17,236 4,884 (12,352)
I.Car Srl-Zola (Bo)- IT 100.00% 76,876 24,887 (51,989)
Unipol Motor Partner Srl-Zola (Bo)- IT 100.00% 3,285 2,156 (1,129)
Tantosvago Srl Società Benefit-Milano- IT 75.00% 21,228 5,574 (15,655)
UnipolHome Spa-Bologna- IT 100.00% 9,520 5,207 (4,313)
Welbee Spa-Bologna- IT 100.00% 1,350 454 (896)
Società e Salute Spa-Milano- IT 100.00% 129,564 9,339 (120,224)

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.

3 Notes to the Financial Statements

Arca: 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, UnipolRental, BeRebel, I.Car, Tantosvago, UnipolHome, Società e Salute, DaVinci Healthcare, Welbee and UnipolTech, 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:

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

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

The other differences are not deemed significant.

Bonds

At 31 December 2024, bonds issued by Group companies and other investees amounting to €75,396k had been booked, marking a change of €70,384k due to the Merger, as well as €2,013k compared to the post merger aggregated figure (€73,384k). During the year, the item recorded a net increase mainly due to new subscriptions of €4,989k and the sale of a subordinated bond recorded in the 2023 financial statements for a value of €3,000k.

At 31 December, this item consisted of four bonds: two senior non-preferred BPER Banca bonds, the first with a 6.125% coupon and maturing on 1 February 2028, subscribed for a total value of €21,980k, and the other with a 5.75% coupon and maturing on 11 September 2029, subscribed for a total value of €22,945k, one senior preferred bond subscribed in February 2024 for a total value of €4,989k, with a 4.25% coupon and maturing on 20 February 2030 and a senior preferred Banca Popolare di Sondrio green bond, with an 5.5% coupon and maturing on 26 September 2028, subscribed for a total value of €14,982k. The item also includes a Tier 2 subordinated bond, with a coupon of 8.625% and maturing on 20 January 2033, subscribed for a total value of €9,000k. 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 €701,015k at 31 December 2024, with a reduction of −€591,813k compared to the post-merger aggregated figure. The item includes the following loans:

Amounts in €k
Loans 2024 2023 01/01/2024
post Merger
UnipolRental 650,000 450,000 1,250,000
UnipolTech 25,000 - -
Società e Salute 10,000 - -
Tenute del Cerro 10,000 - -
Borsetto 6,015 - 6,015
Meridiano Secondo - - 36,813
Total 701,015 450,000 1,292,828

As already mentioned in the Management Report, the decrease in the item was mainly due to the reduction in exposure to the subsidiary UnipolRental for a total of €600,000k, due to the following transactions:

  • early repayment of the loan disbursed by Unipol Gruppo for €450,000k;
    • disbursement by UnipolSai of the residual share to be disbursed of €100,000k from the loan for a total of €450,000k granted in 2023;
    • extension of maturities by means of early repayment of loans outstanding for €600,000k maturing in 2027 and disbursements of new loans for the same overall amount maturing in 2028 and 2029;
  • reduction of part of the loan maturing in 2029, up to a limit of €250,000k, to offset the payment of the share capital increase of the subsidiary subscribed by Unipol.

The decrease was also due to the net effect of the following transactions:

  • disbursement to the subsidiary UnipolTech of a loan for €25,000k;
  • disbursement to the subsidiary Tenute del Cerro of a loan for €10,000k;
  • disbursement to the subsidiary Società e Salute of a loan for €10,000k;
  • repayment by the investee Meridiano Secondo of the residual share, equal to €36,813k, of the loan disbursed in previous years, 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 €36,938,082k, increasing by €695,569k (+1.9%) compared to the post merger aggregated figure. The main components can be summed up as follows:

Amounts in €k 2024 2023 Change on
2023
01/01/2024
post Merger
Change on
01/01/2024
post Merger
C.III.1 Shares and holdings 1,587,637 1,587,637 1,294,103 293,534
C.III.2 Mutual investment fund units 5,650,399 5,650,399 4,973,956 676,442
C.III.3 Bonds and other fixed-yield securities 29,499,065 454,809 29,044,256 29,920,176 (421,111)
C.III.4 Loans 21,424 21,424 21,474 (50)
C.III.6 Bank deposits 101,451 101,451 9,364 92,087
C.III.7 Sundry financial investments 78,107 78,107 23,441 54,667
Total 36,938,082 454,809 36,483,273 36,242,513 695,569
8021.7% 1.9%

3 Notes to the Financial Statements

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 €1,587,637k, increased by €293,534k compared to the opening balance post merger (+22.7%). Net value adjustments recognised at year end amounted to €4,994k.

Item C.III.2 "mutual investment funds units" amounted to a balance of €5,650,399k at 31 December 2024, with an increase of €676,442k compared to the opening balance post merger. Net write-backs recognised during the year amounted to €4,495k.

"Bonds and other fixed-yield securities" (item C.III.3) at 31 December 2024 broke down as follows:

Amounts in €k 2024 %
Comp.
2023 Change on
2023
01/01/2024
post Merger
Change on
01/01/2024
post Merger
Securities issued by Gov., public
entities
listed 18,346,315 62.2 157,472 18,188,843 18,404,646 (58,331)
unlisted 231,781 0.8 231,781 304,421 (72,640)
Other listed securities 10,736,230 36.4 297,337 10,438,893 10,986,867 (250,638)
Other unlisted securities 184,739 0.6 184,739 224,242 (39,503)
Total 29,499,065 100.0 454,809 29,044,256 29,920,176 (421,111)
6386.0% (1.4)%

The breakdown between non-current uses and current uses was €22,880,703k and €6,618,362k, respectively. Government bonds and other listed securities, for a nominal value of €31,592,919k, of which €24,791,883k non-current and €6,801,036k current, are recognised in the financial statements for a total of €29,082,545k, €22,496,268k referring to the non-current segment and €6,586,277k to the current segment, respectively. If valued on the basis of the average prices in December 2024, these securities would amount to a total of €28,414,885k, of which €21,584,000k relating to the noncurrent segment and €6,830,885k to the current segment.

Net write-backs recorded on the portion of bonds included in the current assets portfolio amounted to €54,997k.

Unlisted securities, for a nominal value of €462,692k, of which €430,457k non-current and €32,234k current, are recognised in the financial statements for a total of €416,520k, respectively for €384,435k referring to the non-current segment and for €32,085k to the current segment; while the market value recorded at the end of the period was equal to €405,370k, of which €372,985k relating to the non-current segment and €32,385k 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 69.1% of the entire portfolio.

Amounts in €k
Issuer Carrying amount
Tesoro Italia 12,803,412
Tesoro Spagna 1,788,608
Tesoro Francia 1,167,568
Mediobanca Spa 709,750
European Union 405,049
Deutsche Bank Ag 256,944
Jp Morgan Chase & Co. 255,417
Tesoro Gran Bretagna 238,962
Unicredit Spa 237,507
Barclays Bank Plc 234,962
Tesoro Portogallo 225,327
Corsair Finance Ireland Ltd 214,492
Ubs Group Ag 202,861
Comunitad De Catalunya 199,657
Commerzbank Ag 192,009
Autonomous Community Of Madrid 168,519
Banco Santander Sa 167,940
Goldman Sachs Group Inc 167,576
Citigroup Inc 166,714
Bank Of America Corp 163,691
Nomura International Funding Pte Lt 142,567
Tesoro Irlanda 139,517
Hsbc Holdings Plc 136,726
Total 20,385,775

The securities portfolio includes €5,208,074k 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 2024
Positive issue spreads 8,804
Negative issue spreads (934)
Positive trading spreads 83,974
Negative trading spreads (31,815)
Zero coupon adjustments 192,005

3 Notes to the Financial Statements

Item C.III.4 "loans", amounting to €21,424k, recording a decrease of €50k against the opening balance post merger, consists of €9,850k for loans on policies (the opening balance post merger was €10,361k) and €11,573k for other loans (the opening balance post merger was €11,112k) that comprise mainly €5,347k for loans granted to agents (guaranteed by the portfolio indemnity and, in the event this is insufficient, by the special agent suretyship policy) and €6,222k 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 €101,451k, refers to term "bank deposits" with a duration of more than 15 days, with a €92,087k increase compared to the opening balance post merger. The increase was essentially due to the presence at the end of the period of a time deposit of €100,000k with Intesa San Paolo maturing on 13 January 2025.

"Sundry financial investments" (item C.III.7), equal to €78,107k, increased by €54,667k compared to the opening balance post merger, mainly linked to put options purchased on indexes.

Amounts in €k 2024 2023 Change on
2023
01/01/2024
post Merger
Change on
01/01/2024
post Merger
Premiums for call options 20,065 20,065 22,302 (2,237)
Premiums for put options 57,070 57,070 167 56,904
Premiums for other options 972 972 972
Total 78,107 78,107 23,441 54,667
0.0% n.s.

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 2024, 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 2024
C.III.1 Shares and holdings 798,074
C.III.2 Mutual investment fund units 2,578,822
C.III.3 Bonds and other fixed-yield securities 6,931,884
C.III.6 Bank deposits 1,451
C.III.7 Sundry financial investments (*)
F.II.1 Liquidity 976,515
Total 11,286,746

(*) limited to repurchase agreements.

Life business

Amounts in €k
Life- Business 2024
C.III.1 Shares and holdings 789,563
C.III.2 Mutual investment fund units 3,071,577
C.III.3 Bonds and other fixed-yield securities (*) 22,554,712
C.III.6 Bank deposits 100,000
C.III.7 Sundry financial investments (**)
F.II.1 Liquidity 296,754
Total 26,812,605

(*) Except those covering defined benefit policies.

(**) limited to repurchase agreements.

Total long-term investments in the Non-Life business at 31 December 2024 amounted to €5,069,008k, which is 44.91% of total financial investments.

Total long-term investments in the Life business at 31 December 2024 amounted to €18,405,273k (not including those covering defined benefit policies), which is 68.64% of total financial investments.

During the year, no securities were transferred from current to non-current or vice versa.

Overall, in the Non-Life segment sales amounted to €474,961k and resulted in the realisation of net capital gains of €3,095k, in the Life segment they amounted to €261,940k, with net capital losses realised of €10k.

During the year, the Non-Life disposals concerned subordinated bonds issued mainly by European insurance companies. The sales were primarily aimed at reducing exposure to Tier 2 subordinated bonds issued by European insurance companies. These types of investments, made in a context of extremely low rates, are no longer consistent with the medium/long-term risk/return objectives of the Non-Life portfolio. A security belonging to a company in the real estate sector was also disposed of, as a result of fears related to the medium/long-term income outlooks of the issuer, in a very different economic and market context than that in which the investment was made.

With regard to the Life segment, in the first half of the year, sales concerned a government bond and a corporate bond that at the time of sale had a residual life of less than three months, so it was included in cash and cash equivalents in the asset portfolio. During the second half of 2024, sales concerned government bonds due to an unfavourable trend in liabilities, in particular on some Segregated Funds not receiving new funding, which resulted in over-hedging, generated against policy surrenders by customers. The objective of the transactions carried out was to preserve the income and financial balance of the funds concerned, in the short and medium term, in the exclusive interest of policyholders.

2.4 Deposits with ceding companies (item C.IV)

Receivables from ceding companies at 31 December 2024 amounted to €435,168k, increasing by €57,001k compared to the opening balance post merger (+15.1%).

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 €1,403,522k, which increased by €129,191k compared to the opening balance post merger (+10.1%).

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 2024, these investments amounted to a total of €6,819,748k, an increase of €732,652k (+12.0%) compared to the opening balance post merger, 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 "Unipol 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 2024, 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 2024 amounted to €631,736k. The breakdown and change compared with the previous year are summarised in the following table:

Amounts in €k 2024 2023 Change on
2023
01/01/2024
post Merger
Change on
01/01/2024
post Merger
Life business technical provisions 11,710 11,710 12,327 (618)
Life business - amounts payable 2,203 2,203 2,336 (133)
Non-Life premium provision 97,081 97,081 89,599 7,483
Non-Life claims provision 520,738 520,738 846,983 (326,245)
Total 631,732 631,732 951,245 (319,513)
0.0% (33.6)%

The amount, down compared to the opening balance post Merger, was affected in particular by the payment of the claims recognised in the reserve in the previous 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 2024 was €5,188,287k. The breakdown and change compared with the previous year are summarised in the following table:

Amounts in €k 2024 2023 Change on
2023
01/01/2024
post Merger
Change on
01/01/2024
post Merger
Due from policyholders for premiums 602,459 602,459 645,072 (42,612)
Receivables from ins. intermediaries 929,181 929,181 959,785 (30,604)
Insurance company current accounts 23,080 23,080 18,495 4,585
Policyholders and third parties for amounts
to be recovered
180,662 180,662 165,453 15,209
Receivables relating to reinsurance business 333,371 333,371 212,014 121,357
Other receivables 3,119,534 300,120 2,819,414 3,619,310 (499,776)
Total 5,188,287 300,120 4,888,167 5,620,128 (431,841)
1628.7% (7.7)%

Receivables from policyholders (item E.I.1) accounted for 5.5% of direct premiums of the year (6.0% in 2023).

These receivables included receivables of doubtful collection, against which a write-down of €31,540k was made (€33,420k at 01/01/2024 post merger). 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 2024
Opening balance
Merger effect 33,420
Uses during the period 14,410
Provisions 12,530
Closing balance 31,540

Receivables from insurance 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 €15,752k, was sufficient to cover the receivables of doubtful collection.

Receivables from policyholders and third parties for amounts to be recovered amounted to €180,662k, and are recorded at their estimated realisable value. Compared to the opening balance post Merger, they increased by €15,209k.

Receivables from insurance and reinsurance companies and from reinsurance intermediaries (item E.II), for the most part short-term, derived from reinsurance relations receivable and payable, and amounted to €333,371k at 31 December 2024, increasing by €121,357k compared to the opening balance post merger (+57.2%).

These amounts are net of the relevant bad debt provision that totalled €23,453k. The doubtful positions are measured individually.

"Other receivables" (item E.III) amounted to €3,119,534k (a decrease of €499,776k compared to the opening balance post Merger). The breakdown and change compared with the previous year are summarised in the following table:

Amounts in €k 2024 2023 Change on
2023
01/01/2024
post Merger
Change on
01/01/2024
post Merger
Tax authorities 2,646,895 175,795 2,471,100 3,230,769 (583,875)
Group companies 213,811 123,938 89,872 118,502 95,309
Mutuelle Du Mans 15,227 15,227 15,344 (117)
Roadway Accident Victims Fund 62,609 62,609 62,327 282
Derivative contract guarantees 92,050 92,050 79,100 12,950
Sundry receivables 88,943 387 88,556 113,268 (24,325)
Total 3,119,534 300,120 2,819,414 3,619,310 (499,776)
939.4% (13.8)%

Additional details are provided for the most significant items, as follows:

  • Tax receivables for €2,654,990k (€3,230,769k the opening balance post Merger), mainly breaks down as follows:
    • €624,875k 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);
    • €1,755,216k 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 01/01/2024 post Merger);
    • €174,396k 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;

  • €5,035k for withholdings;
  • €12,583k for claims of reimbursement of foreign tax receivables;
  • €68,193k relating to tax receivables corresponding to the VAT balances of the companies in the Unipol VAT Group.
  • Receivables from Group companies for €213,811k. These include €88,495k in receivables relating to the group tax consolidation due from group companies which individually have a payable IRES position net of payments on account.
  • Receivables from the Company Mutuelle du Mans amounted to €15,227k, with a −€ 117k reduction compared to the opening balance post Merger. 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 Unipol 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 €62,609k, €397k of which derived from the excess contribution advance paid in January 2024 over the amount actually due and €62,212k from claims settlement activity;
  • Payments made as cash collateral to safeguard transactions in derivatives totalling €92,050k.

Sundry receivables, which amounted to €88,943k net of total write-downs of €136,697k, specifically 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 €31,928k, of which receivables from Finitalia for €13,848k for lending to agents and policyholders for the underwriting of instalment policies;
  • Disputed receivables due from agents of €29,865k against which value adjustments totalling €25,106k were recognised;
  • Receivables for €16,277k from providers as provisions for claims management expenses.

Section 6 - Other assets (item F)

The balance of this item at 31 December 2024 was €2,573,964k. The breakdown and change compared with the previous year are summarised in the following table:

Amounts in €k 2024 2023 Change on
2023
01/01/2024
post Merger
Change on
01/01/2024
post Merger
F.I Property, plant and equipment and
inventories
88,561 506 88,055 76,189 12,372
F.II Cash and cash equivalents 1,273,290 822,221 451,069 253,740 1,019,550
F.IV Other assets 1,212,113 225,696 986,417 1,106,483 105,630
Total 2,573,964 1,048,423 1,525,541 1,436,412 1,137,552
145.5% 79.2%

3 Notes to the Financial Statements

Property, plant and equipment and inventories recorded in item F.I are considered long-term assets. The balance at 31 December 2024, which totalled €88,561k, is net of the relevant accumulated depreciation as per the following table:

Amounts in €k 2024 2023 Changes due
to merger
Other
changes
Office furniture and machines and internal means
of transport
54,382 49,858 4,524
Movable assets entered in public registers 0 0
Plant and equipment 29,270 21,446 7,824
Inventories and sundry goods 4,910 506 4,380 24
Total 88,561 506 75,683 12,372

Cash and cash equivalents (item F.II) amounted to €1,273,290k (€253,740k the opening balance post Merger, net of cash and cash equivalents absorbed by the purchases of UnipolSai shares carried out as part of the Merger), €1,273,269k of which refers to current account deposits (€253,709k the opening balance post Merger) and €21k to cash and revenue stamps.

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 €41,268k and credit balances in postal current accounts totalling €4,330k. 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 €1,212,113k at year end (€1,106,483k was the opening balance post Merger, showing a 9.5% increase).

The breakdown and change compared with the previous year are summarised in the following table:

Amounts in €k 2024 2023 Change on
2023
01/01/2024
post Merger
Change on
01/01/2024
post Merger
Technical entries on claims 104,734 104,734 99,622 5,112
Attachments for claims 27,542 27,542 25,033 2,509
Non-Life/Life connection account 25,582 25,582 7,060 18,522
Advances on portfolio indemnities 34,991 34,991 30,418 4,573
Real estate expense to recover 11,812 11,812 8,180 3,633
Financial Assets 13,439 13,439 38,366 (24,927)
Items to be settled and transitional accounts 22,969 22,969 22,634 336
Deferred tax assets 872,716 225,687 647,029 858,018 14,698
Sundry assets 98,328 9 98,319 17,153 81,175
Total 1,212,113 225,696 986,417 1,106,483 105,630
437.1% 9.5%

Note that technical items on claims included the amount of the "handler lump-sum" to recover, amounting to €91,379k (€89,616k the post merger aggregated figure).

The item "Financial assets", amounting to €13,439k, included the offsetting item from the valuation of transactions in derivative financial instruments outstanding at 31 December 2024 equal to €3,277k, which refer to:

  • contra-item of forward currencies for €685k;
  • contra-item of asset swaps for €2,591k;
  • contra-item of interest rate swaps for €2k.

The item also included €10,162k 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 €872,716k.

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 2024
Opening balance 225,687
Effect of Merger 632,331
Increases during the period 113,781
Uses during the period (196,417)
Other changes 97,334
Total 872,716

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 2024 of € 394,258 k with a decrease of € 19,618k compared to the opening balance post Merger (−4.7%). The breakdown into accruals and deferrals follows:

Amounts in €k Accruals Deferrals Total
G.1 Interest 343,267 343,267
G.2 Rental income 4,660 4,660
G.3 Other accruals and deferrals 46,331 46,331
Total 343,267 50,991 394,258

Item G.1 "interest", which amounted to €343,267k (€366,548k the opening balance post Merger), is mostly made up of accruals on securities for €325,805k, accruals on derivatives totalling €8,894k and accruals on intercompany loans for €8,393k.

Prepayments on rental fees totalled €4,660k.

Item G.3 "other accruals and deferrals", which amounted to €46,331k (€43,816k the opening balance post Merger), breaks down as follows:

• expense deferrals on long-term loans totalling €9,920k;

  • overhead deferral for €25,221k;
  • prepayments on technical items for €6,112k;
  • other deferrals individually insignificant for €5,078k.

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 2024 totalled €6,301,257k.

At 31 December 2024, the share capital amounted to €3,365,292k (unchanged compared to the previous year), subscribed and fully paid-up, consisting of 717,473,508 ordinary shares, all with no nominal value.

As decided by the Shareholders' Meeting of 24 April 2024, taking into account the treasury shares held in the portfolio at the coupon date, a total dividend of €272,634k was distributed and €105,186k was allocated to the extraordinary profit reserve.

Details of the equity reserves, which at 31 December 2024 totalled €2,935,965k, are provided in the following table:

Change. on
Item 2024 2023 2023
A.II Share premium reserve 1,345,677 1,345,677
A.III Property revaluation reserve 96,559 96,559
A.IV Legal reserve 673,058 673,058
A.VII Other reserves 834,727 416,468 418,259
Merger reserve 409,605 409,605
Extraordinary reserves 425,123 416,468 8,655
A. X Negative reserve for treasury shares (14,058) (1,438) (12,619)
Total 2,935,965 2,433,765 502,199
20.6%

Amounts in €k

The negative reserve for treasury shares in portfolio incorporated the Unipol Gruppo shares previously owned by UnipolSai and was adjusted following the transactions made in relation to the Compensation plans based on financial instruments for senior executives.

Section 9 - Subordinated liabilities (item B)

Subordinated liabilities consisted of bonds issued by UnipolSai Assicurazioni and amounted to €1,750,000k at the date on which the Merger became effective for accounting purposes. As specified in more detail in the Management Report, during the year an equity instrument with a Tier 2 subordination level was issued with a value of €750,000k, and subsequently a perpetual subordinated instrument classified in Tier 1 own funds was redeemed in advance for a value of €750,000k. The total value of subordinated liabilities at 31 December 2024 was unchanged compared to the opening balance post Merger and related to:

  • €500,000k for hybrid bond loans;
  • €1,250,000k for subordinated bond loans.

The main characteristics of the subordinated liabilities are given below:

  • €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 the coupon will be variable and based on the 5Y 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 2024 amounted to €31,912k.
  • €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 2024 was €19,384k.
  • €750,000k subordinated 10-year bond loan issued on 23 May 2024 in dematerialised form, centralised at Euronext Securities and listed on the Luxembourg Stock Exchange. Interest at the fixed rate of 4.9% 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 2024 was €22,453k.

The total amount of interest for the year at 31 December 2024, including that relating to the subordinated bond with an original value of €750,000k issued on 18 June 2014 and repaid early on 18 June 2024, as set forth in the "Information on significant events" section, amounted to €93,661k.

Section 10 - Technical provisions (items C.I - Non-Life business and C.II - Life business)

Amounts in €k 2024 2023 Change on
2023
01/01/2024
post Merger
Change on
01/01/2024
post Merger
Non-Life premium provision 3,291,624 3,291,624 3,194,193 97,431
Non-Life claims provision 10,908,911 10,908,911 11,377,081 (468,170)
Other Non-Life business provisions 69,890 69,890 54,158 15,733
Life business technical provisions 25,814,662 25,814,662 25,848,967 (34,306)
Life business - amounts payable 242,017 242,017 259,660 (17,643)
Total 40,327,104 40,327,104 40,734,059 (406,955)
0.0% (1.0)%

The breakdown of technical provisions and their changes are summarised in the following table:

Non-Life business technical provisions

The Non-Life business technical provisions at 31 December 2024 totalled €14,270,425k (−€355,007k compared to the opening balance post Merger) 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.

3 Notes to the Financial Statements

Premium provision

The premium provision amounted to €3,291,624k (+3.1% compared to the opening balance post Merger), and consists of:

  • €3,152,024k for premium provision for unearned premiums and supplementary provisions;
  • €16,238k for premium provision for unexpired risks;
  • €123,361k for indirect insurance premium provision.

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

Unearned
premiums and
supplementary
Class provisions Current risks Total
1- Accident 240,736 240,736
2- Health 21,553 21,553
3- Land Vehicle Hulls 480,253 480,253
4- Railway rolling stock 272 272
5- Aircraft 333 11 344
6- Marine Vessels 2,552 187 2,738
7- Goods in transit 5,716 5,716
8- Fire 621,047 16,041 637,088
9- Other damage to property 291,961 291,961
10- Land Vehicle TPL 995,126 995,126
11- Aircraft TPL 754 754
12- Marine TPL 4,340 4,340
13- General TPL 276,480 276,480
14- Credit 82 82
15- Bonds 80,544 80,544
16- Pecuniary losses 28,958 28,958
17- Legal expenses 32,284 32,284
18- Assistance 69,034 69,034
Total direct business 3,152,024 16,238 3,168,262
Indirect business 122,358 1,003 123,361
Total 3,274,382 17,241 3,291,624

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 €41,221k, 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 (€39,554k the opening balance post Merger);

  • the supplementary provision for insurance covering damages caused by natural disasters consisting of earthquake, seaquake and volcanic eruption amounted to €463,007k (€411,725k the opening balance post Merger) 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 2023;
  • the allocation regarding the provision for unexpired risks, corresponding to €16,238k, 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 €9,375k. The increase compared to the opening balance post Merger was €5,851k (+166.0%) 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 €968k (€752k the opening balance post Merger). 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 €260k (€349k the opening balance post Merger) and the indirect business ageing provision in the amount of €708k (€402k the opening balance post Merger).

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 2024 relating to the remaining portfolio amounted to €2,603k.

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 €59,547k (€49,882k was the amount of the opening balance post Merger) included €59,066k of 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, €123k for the credit insurance equalisation provision and the remaining €358k for the other technical provisions of indirect business. The increase compared to the opening balance post Merger was mainly due to the replenishment of the provision relating to the Fire class for €5,175k and the increase in the provision relating to the Land Vehicle Hulls class for €3,828k.

The breakdown by class of the direct business equalisation provisions is provided in the following table:

3 Notes to the Financial Statements

Amounts in €k 2024
1- Accident 4,196
2- Health 10
3- Land Vehicle Hulls 40,315
4- Railway rollingstock 26
5- Aircraft 204
6- Marine Vessels 783
7- Goods in transit 2,718
8- Fire 5,175
9- Other damage to property 5,000
14- Credit 123
16- Pecuniary losses 288
18- Assistance 350
Total 59,188
Indirect business 358
Total 59,547

Claims provision

The direct business claims provision amounted to €9,883,789k, a decrease of €475,383k compared to the post merger aggregated figure of €10,359,172k (the reserve attributable to reinsurers amounted to €520,738k with a change of −€326,245k compared to the opening balance post Merger) and consisted of:

  • €8,051,465k for compensation and direct expenses (€8,643,750k the opening balance post Merger);
  • €1,166,195k for the provision for claims incurred and reported late (€1,065,123k the opening balance post Merger);
  • €666,129k for settlement expenses (€ 650,299k the opening balance post Merger).

The volume of 2024 direct business claims provisions was lower than in 2023. The decline resulted from the positive run-off of claims relating to atmospheric events in 2023, whose estimates in the 2023 reserve proved to be more than adequate, and the positive stability of the claims provision of previous years for the main classes, which showed substantial savings on claims paid in the period. The claims provisions were also adjusted by considering the tables updated by the Court of Milan for assessments of non-financial damage. The effects on provisions for the claims still to be settled were absorbed by the buffer established in previous years, while the average cost for the year was increased to incorporate the potential effects on new claims.

In indirect business, the reserve amounted to €1,025,122k (€1,017,909k the opening balance post Merger).

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.

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.

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 2024 amounted to a total of €26,056,679k (€26,108,628k the opening balance post Merger). The decrease was €51,949k.

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:

  • €25,711,747k relating to the mathematical provision of direct business and the supplementary insurance provisions;
  • €240,524k for direct business amounts payable;
  • €98,038k relating to the sundry technical provisions, which entirely refer to allocations for future operating expenses;
  • €4,416k relating to the provision for profit sharing and reversals;
  • €460k relating to the mathematical provision of indirect business;
  • €1,493k for indirect business amounts payable.

The provision for direct business amounts payable at the end of the year amounted to €240,524k (€258,602k the post merger aggregated figure), €128,368k 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 €98,038k at 31 December 2024 (€98,597k the post merger aggregated figure) entirely referring to allocations for future operating expenses and are broken down by class as follows:

3 Notes to the Financial Statements

Amounts in €k 2024 2023 Change on
2023
01/01/2024
post Merger
Change on
01/01/2024
post Merger
Class I 80,584 80,584 80,700 (117)
Class III 3,733 3,733 3,146 587
Class IV 314 314 302 12
Class V 13,408 13,408 14,449 (1,041)
Total 98,038 98,038 98,597 (559)

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 2024 amounted to €8,223,270k, increasing against the opening balance post Merger by €861,844k (+11.7%). With reference to the product types in the portfolio, the amount of the technical provisions breaks down as follows:

Amounts in €k
Sub - Funds 2024
Index-Linked Policies 528
Unit-Linked Policies 1,402,994
Open Pension Fund 952,113
Closed Pension Funds with Guarantee 5,867,635
Total 8,223,270

Section 12 - Provisions for risks and charges (item E)

Item E states the balances of the provisions specified hereunder:

Amounts in €k 2024 2023 Change on
2023
01/01/2024
post Merger
Change on
01/01/2024
post Merger
Post employment benefits and similar obligations 1,455 1,455 1,553 (99)
Deferred tax provision 530 42 488 6,103 (5,572)
Provision for tax risks 34,724 34,724 7,409 27,316
Provision for future risk and charges 325,803 4,447 321,356 314,479 11,324
Provision for property charges 11,850 11,850 13,000 (1,150)
Solidarity and employee leaving provision 254,442 2,126 252,316 140,296 114,146
Provision for donations 1,257 1,257 1,257
Provision for IVASS penalties 1,759 1,759 1,295 464
Total 631,819 6,615 625,204 485,391 146,429
9450.9% 30.1%

The breakdown of changes over the year is provided in the following table:

Amounts in €k

Provisions for risks and charges 31/12/2023 Change due
to Merger
Uses/
Excess
Provisions 31/12/2024
Post employment benefits and similar obligations 1,553 177 78 1,455
Deferred tax provision 6,060 5,537 7 530
Provision for tax risks 42 7,658 1,233 28,256 34,724
Provision for future risks and charges 4,447 310,032 17,566 28,891 325,803
Provision for property charges 13,000 1,150 11,850
Solidarity and employee leaving provision 2,126 138,170 51,058 165,204 254,442
Provision for donations 1,257 850 850 1,257
Provision for IVASS penalties 1,295 227 691 1,759
Total 6,615 479,025 77,798 223,977 631,819

The deferred tax provisions amounted to €530k 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, €34,724k, included items pertaining to current tax disputes.

The provision for future risks and charges, which amounted to €325,803k showed a net increase of €11,324k compared to the post merger aggregated figure, and mainly consisted of:

  • €92,395k for allocations for charges arising from relations with the intermediaries both for items in litigation and for estimated losses on portfolio indemnities to assign (€94,035k the opening balance post Merger);
  • €75,629k for cases in litigation given to lawyers (€70,457k the opening balance post Merger);
  • €28,000k for any risks linked to equity investments, unchanged compared to the opening balance post Merger;
  • €3,647k for disputes with personnel (€4,011k the opening balance post Merger);
  • €11,336k for cases in litigation with insurance and reinsurance companies (€3,375k the opening balance post Merger).

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 2024 for which the provision was allocated.

The solidarity fund and the employee leaving provision were used for €51,058k 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.

3 Notes to the Financial Statements

Ongoing disputes and contingent liabilities

Relations with the Tax Authorities

Admission to cooperative compliance regime

In December 2024, UnipolSai Assicurazioni and Unipol Gruppo were admitted to the cooperative compliance regime with the Tax Authorities, retroactively effective as of the 2023 tax period, a regime that continues seamlessly for Unipol Assicurazioni. Admission takes place following the verification by the Tax Authorities of the full adequacy of the Tax Control Framework adopted by the company for the recognition, measurement, management and control of tax risk. The aim is to promote the adoption of enhanced forms of communication and cooperation, based on a relationship between the Tax Authorities and the taxpayer inspired by full transparency with a view to providing certainty with respect to the company's tax risks, which is also achieved by means of constant contact between the two parties.

Tax audits and disputes

While the company adopts behaviours that reduce as much as possible the tax situations that lead to the onset of conflicts, there are in any event disputes. The most significant ones or those that recorded significant developments during 2024 are described below.

The audits initiated or continuing in the course of the year are also described.

Adequate provisions are set aside in the financial statements to cover the risk associated with any higher taxes due.

Unipol Assicurazioni

The IRES and IRAP tax dispute for 2005 and 2006 tax periods of the merged company Aurora Assicurazioni, pertaining mostly to findings relating to specific insurance provisions, was resolved with a judgment in favour of the company by the Lombardy Court of Justice in the second instance in January 2025 in the referral proceedings deriving from the Court of Cassation's ruling of 2023, ordering the full cancellation of the notices of assessment. As a result, the company will have to receive the taxes paid on a provisional basis and not yet reimbursed after the Court of Cassation ruling, totalling €4.4m plus interest.

Unipol Assicurazioni (former UnipolSai)

In April 2024, the Emilia-Romagna Regional Directorate of the Italian Tax Authorities began a targeted audit for the 2019 tax period on UnipolSai for the purposes of direct taxes and VAT, aimed at reviewing extraordinary transactions, trade and financial transactions carried out with non-residents and the correct determination of the tax base. The audit was then extended, limited to IRAP, to the year 2018, for which the draft deed pursuant to Art. 6-bis of the Taxpayers' Charter was received on 17 December for a total of €1.7m in higher taxes. The findings concern the determination of the IRAP tax base with reference to personnel costs. After the end of the year, the settlement proposal procedure was activated in order to check for any possibility of settlement.

A number of disputes are pending for the years from 2010 to 2012 concerning tax on insurance regarding the proper application of the tariff rate on policies against employment risks. The amounts in dispute totalled €1.4m. At present, the disputes for 2010 and 2011 are pending before the Court of Cassation against rulings on the merits completely in favour of the company. For the year 2012, proceedings are pending on appeal against a first instance ruling that cancelled penalties and confirmed the higher tax due.

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 (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 specifically allocated in the consolidated statement of financial position of the Unipol Banca Group at 31 March 2019 (€10m). 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, 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 letter sent on 15 May 2023, IVASS announced the start of a tax inspection of Unipol Gruppo to verify the operations of the corporate governance system of the Company, also in its capacity as ultimate Italian parent company, including relations with the subsidiaries and the role played by the latter, with particular reference to UnipolSai Assicurazioni SpA, in the context of group corporate governance (the "Governance Inspection"). As a result of the inspections, with a report received on 25 July 2024, IVASS submitted findings against the Company along with a tax demand. Considering that the findings raised by IVASS are unfounded and therefore absolutely not acceptable, in a note dated 23 October 2024 Unipol Gruppo sent its considerations regarding the findings, along with its counter-arguments concerning the tax demand. The procedure relating to the Governance Inspection is still in progress.

3 Notes to the Financial Statements

By letter sent on 2 October 2023, IVASS announced the start of additional tax inspections of Unipol Gruppo to verify the management and coordination activities carried out with respect to the Group companies in relation to Non-Life and Life reserving, as well as the control and monitoring activities carried out as ultimate Italian parent company (the "Reserving Inspection"). By a subsequent letter sent to the Company on 16 January 2024, IVASS ordered an expansion of the Reserving Inspection activities, specifically establishing that the inspections under way at Unipol Gruppo should be extended to verification of the pre-emptive recovery plan pursuant to IVASS Regulation no. 38/2018 (Articles 83 and 84). As a result of the inspections, with a report received on 25 July 2024, IVASS submitted findings to which the Company replied with a note of 23 October 2024 containing its considerations in that regard. While considering that the findings submitted by IVASS are unfounded and therefore absolutely not acceptable, Unipol Gruppo has implemented specific improvement actions with a view to continuously improving the efficiency of the Group's processes and activities.

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 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 2024, only one case was still pending, with reference to which, on 9 January 2025, a settlement agreement was formalised resulting in the settlement of the proceedings.

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 2024, 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 the sentence before the Court of Cassation which, on 23 December 2024, rejected the appeal, as well as the shareholder's cross-appeal.

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 filed a summons for revocation of the sentence of the Court of Appeal of Rome, which was rejected on 14 October 2024 with an order to pay costs; the shareholder then appealed the sentence also before the Court of Cassation, which has not yet set the hearing for discussion.

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 judgements, which relate to the same issues, are still pending before the Court of Milan, which, at the hearing of 11 September 2024, reserved the case for judgement.

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 MV TPL claims settlement, 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.

On 30 January 2025, the European Court of Justice published the expected ruling and, at the Company's request, a hearing was scheduled for 21 May 2025 to continue the proceedings before the Regional Administrative Court.

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 fell from €129,365k (the opening balance post Merger) to €119,616k at the end of 2024, marking a €9,749k decrease (−7.5%).

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 2024 was €4,865,333k, which increased by €220,674k with respect to the opening balance post Merger (+4.8%). The breakdown is summarised in the following table:

3 Notes to the Financial Statements

Amounts in €k
Items 2024 2023 Change on
2023
01/01/2024
post Merger
Change on
01/01/2024
post Merger
G.I Payables arising from
direct insurance business
111,855 111,855 77,828 34,027
G.II Payables arising from
reinsurance
82,605 82,605 73,067 9,538
G.III Bond loans 2,402,000 2,402,000 2,402,000
G.VI Sundry loans and other
financial payables
33,439 33,439 2,290 31,149
G.VII Post-employment
benefits
26,200 44 26,157 26,652 (451)
G.VIII Other payables 1,178,107 1,187,064 (8,958) 1,157,079 21,028
G.IX Other liabilities 1,031,127 22,010 1,009,117 905,744 125,382
Total 4,865,333 3,611,118 1,254,215 4,644,659 220,674
34.7% 4.8%

Payables arising from direct insurance business (item G.I) included payables to companies for €12,817k, to agents for €38,749k, to policyholders for advance premiums for €43,370k and to guarantee funds for policyholders for €16,919k. Payables arising from reinsurance business (item G.II) referred to reinsurance companies for €79,054k and to reinsurance intermediaries for €3,551k.

Item G.III "Bond loans" relates to three senior unsecured bonds, listed on the Luxembourg Stock Exchange, with a total nominal value of €2,402,000k and the following characteristics:

  • €1,000,000k nominal value, 3% fixed rate, 10-year duration, maturity in 2025;
  • €500,000k nominal value, 3.5% fixed rate, 10-year duration, maturity in 2027;
  • €902,000k nominal value ("green" seniorbond loan), 3.25% fixed rate, 10-year duration, maturity in 2030, issued in two tranches in 2020 for a total nominal value of €1,000,000k and repurchased in different tranches during the second half of 2022 and the first half of 2023 for a total nominal value of €98,000k.

The issues described above were implemented as part of the Euro Medium Term Notes (EMTN Programme) of Unipol Gruppo, with a maximum total nominal amount of €3bn, established in December 2009 for €2bn and increased to €3bn in September 2020.

Item G.VI "sundry loans and other financial payables", which amounted to €33,439k at 31 December 2024, referred entirely to financial payables. In particular, the item comprises €28,824k relating to premiums collected on put options on indices, €4,372k relating to two cross currency swaps 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 €26,200k, are detailed in Annex 15.

The uses regarding this fund were mainly represented by settlements made totalling €31,281k.

Of the other payables (item G.VIII), which amounted to €1,178,107k, up by €21,028k compared to the opening balance post Merger, note:

  • item G.VIII.1 "payables for policyholders' tax due", which at 31 December 2024 presented a balance of €156,160k and consisted of the amounts due for insurance tax (€126,006k) and the payable to the National Health Service (€30,154k);
  • item G.VIII.2 "sundry tax payables", which at 31 December 2024 presented a balance of €116,344k and consisted primarily of tax consolidation payables of €56,473k, personnel tax payables equal to €15,025k and payables for other withholding taxes, totalling €17,169k;
  • item G.VIII.3 "other social security charges payable" had a balance of €39,711k and comprised mainly the national insurance fund for agents payables that amounted to €19,176k and payables to INPS amounting to €19,892k;
  • item G.VIII.4, "sundry payables", whose breakdown and major changes follow:

Amounts in €k 2024 2023 Change on
2023
01/01/2024
post Merger
Change on
01/01/2024
post Merger
Trade payables 53,474 428 53,047 54,522 (1,047)
Claims management 15,003 15,003 19,878 (4,875)
Group companies 715,840 1,185,022 (469,182) 816,222 (100,382)
Financial intermediaries 54,230 54,230 23,570 30,660
Guarantee deposits and advances paid 10,359 10,359 8,087 2,272
Other 16,985 536 16,449 20,005 (3,019)
Total 865,892 1,185,986 (320,094) 942,284 (76,392)
0.0% (2.1)%

These are mainly short-term payables; the changes that took place during the year, on one hand, pertain to normal development of the Company's business.

Payables to Group companies mainly related to cash pooling relationships for €659,691k (€676,533k the opening balance post Merger) and tax consolidation relationships for €23,401k (€18,199k the opening balance post Merger).

Payables to financial intermediaries referred to payments received as cash collateral to secure derivative transactions.

Item G.IX, "other liabilities", amounted to €1,031,127k at 31 December 2024 (+€125,382k compared to the opening balance post Merger).

The breakdown and change compared with the previous year are summarised in the following table:

Amounts in €k 2024 2023 Change on
2023
01/01/2024
post Merger
Change on
01/01/2024
post Merger
Commissions for premiums under
collection
100,019 100,019 121,146 (21,127)
Financial liabilities 131,998 131,998 111,371 20,626
Provisions for personnel costs 217,371 18,960 198,410 198,441 18,930
Incentives and contributions to the
agency network
222,544 222,544 179,520 43,024
Invoices receivable 158,659 3,049 155,609 146,087 12,571
Non-Life/Life connection account 25,582 25,582 7,060 18,522
Technical reinsurance entries 15,849 15,849 32,245 (16,396)
Liabilities pertaining to the technical
accounts
69,984 69,984 77,446 (7,462)
Sundry liabilities 89,122 89,122 32,429 56,693
Total 1,031,127 22,010 1,009,117 905,744 125,382
4584.9% 13.8%

Financial liabilities for €131,998k are broken down as follows:

• contra-item of asset swaps for €53,846k;

  • contra-item of interest rate swaps for €6,181k;
  • contra-item of forward currencies for €36,361k;
  • net variation margins collected amounting to €35,610k.

3 Notes to the Financial Statements

Section 14 - Accruals and deferrals

Item H "Accruals and deferrals" showed a total balance at 31 December 2024 of €83,744k with a decrease of €2,080k compared to the opening balance post Merger (-2.4%). The breakdown of the item follows:

Amounts in €k 2024 2023 Change on
2023
01/01/2024
post Merger
Change on
01/01/2024
post Merger
Financial derivatives 5,675 5,675 3,363 2,312
Interest on Life policy loans 66 66 77 (11)
Rents/sub-rentals 15 15 31 (16)
Interest on subordinated loans 77,852 36,384 41,468 81,588 (3,736)
Other accruals and deferrals 136 136 764 (628)
Total 83,744 36,384 47,360 85,824 (2,080)
130.2% (2.4)%

The breakdown between accruals and deferrals is shown in the following table:

Amounts in €k Accruals Deferrals Total
H.1 Interest 83,593 83,593
H.2 Rental income 15 15
H.3 Other accruals and deferrals 136 136
Total 83,593 151 83,744

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.

Amounts in €k Balance at
31/12/2024
Amount due
beyond 31/12/2025
Amount due
beyond 31/12/2029
Loans
Loans to subsidiaries 695,000 695,000 10,000
Loans to associates 6,015 6,015 -
Loans on policies 9,850 6,224 4,025
Other loans 11,573 10,625 2,563
Total 722,439 717,864 16,588
Receivables
Receivables from policyholders 602,459 - -
Insurance intermediaries 929,181 404,914 240,576
Insurance company current accounts 23,080 693 22
Policyholders and third parties for amounts to be recovered 180,662 - -
Companies and insurance and reinsurance intermediaries 333,371 - -
Other receivables 3,119,534 1,335,124 40,500
Total 5,188,287 1,740,731 281,099
Deposits received from reinsurers 119,616 - -
Payables
Payables arising from direct insurance business 111,855 - -
Payables arising from reinsurance 82,605 - -
Bond loans 2,402,000 1,402,000 902,000
Sundry loans and other financial payables 33,439 - -
Other payables 1,178,107 2,612 2,559
Total 3,808,006 1,404,612 904,559

Section 16 bis - Individual pension schemes

At 31 December 2024, Unipol Assicurazioni had an individual pension scheme in place, as set forth in Art. 13, paragraph 1 of Italian Legislative Decree 252/05, called "Unipol Previdenza Futura", of the multi-segment type with performance connected, in the accumulation phase, with the segregated fund Previattiva Unipol 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 2024, which amounted to €68,714,383k (+€6,212,197k compared to the opening balance post Merger), is mostly made up of securities deposited with third parties (€58,422,184k) and of the commitments account (€7,799,101k).

3 Notes to the Financial Statements

Amounts in €k 2024 2023 Change on
2023
01/01/2024
post Merger
Change on
01/01/2024
post Merger
Guarantees given: Sureties 1,113,589 8 1,113,581 1,110,395 3,194
Guarantees given: Other guarantees 281 127,332 (127,051) 127,614 (127,332)
Guarantees given: Collateral 413,425 25,151 388,274 274,978 138,447
Guarantees received: Sureties 83,323 83,323 84,666 (1,343)
Guarantees received: Collateral 29,314 29,314 33,334 (4,020)
Guarantees given by third parties in the interest
of the company
97,229 43 97,186 109,885 (12,656)
Commitments 7,799,101 100 7,799,001 6,347,005 1,452,096
Third party assets 15,892 914 14,977 18,261 (2,369)
Assets attributable to pension funds managed
in the name and on behalf of third parties
719,268 719,268 647,206 72,062
Securities deposited with third parties 58,422,184 7,851,021 50,571,163 53,727,841 4,694,344
Other memorandum accounts 20,777 20,777 21,001 (224)
Total 68,714,383 8,004,569 60,709,814 62,502,186 6,212,197

Amongst guarantees given, the increase compared to the opening balance post Merger mainly referred to the guarantee issued pro rata by Unipol 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 Unipol to this end at 31 December 2024 was €1,094,240k, against credit lines granted to Cronos Vita for a total of €4,052m, of which €466,072k disbursed. This item also included €10,030k for surety policies in favour of municipal Authorities in relation to the Via Larga complex in Bologna and €6,212k relating to tax entries pertaining to the group.

The collateral given item comprised mainly securities set as collateral on transactions in derivatives (€215,784k) and letters of credit regarding inwards reinsurance items for €2,399k. This item also included €194,792k representing a pledge on securities provided as collateral by Unipol Assicurazioni in favour of the Italian Tax Authorities for the 2023, 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 Tax Authorities.

With regard to the sureties received, the following were the main ones:

guarantee deposits on leases through sureties amounting to €1,591k;

  • 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 €2,126k. 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 €13,785k.
  • sureties against insurance contracts issued for €43,878k.

The item guarantees given by third parties in the interest of the company mainly included €6,921k 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.

The detail of the commitments is shown in the following table:

Total 7,799,101 100 7,799,001 6,347,005 1,452,096
Other commitments 194,395 100 194,295 252,028 (57,633)
Taxes to be paid on Life technical provisions 56,384 56,384 27,117 29,267
Capital subscribed 947,574 947,574 1,095,125 (147,551)
Financial derivatives 6,600,747 6,600,747 4,972,734 1,628,013
Commitments 2024 2023 Change on
2023
01/01/2024
post Merger
Change on
01/01/2024
post Merger
Amounts in €k

The commitments recorded for transactions on derivatives at year end amounted to a total of €6,600,747k and are connected with Class C investments for €6,584,153k and Class D investments for €16,594k. 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 €6,309k 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 2024 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 (unchanged compared to the opening balance post Merger);
  • UnipolRental for €150,699k (commitment mainly relating to the loan of €150,000k approved in September 2024 and not yet disbursed);

This item also included the commitments set forth in the contract in relation to the acquisitions of Tantosvago for €5,659k, DaVinci Healthcare for €6,306k (€12,906k the opening balance post Merger) and UnipolTech for €5,000k (commitment made in 2023).

Third party assets comprise mainly office equipment as well as €111k 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:

Amounts in €k

Fund 2024
Arco Senza Garanzia 175,653
Solidarieta' Veneto 231,702
Fondo Pensione Agrifondo 24,097
F.Do Previdenza Cooperativa Linea Bilanciata 274,447
F.Do Pens. Banco Di Sardegna Linea Bilanciato 7,736
F.Do Pens. B. Sardegna Azionario 5,632
Total 719,268

The breakdown by type follows:

3 Notes to the Financial Statements

Amounts in €k
Types 2024
Bonds 479,219
Equities 224,738
Liquidity 14,420
Other net assets 891
Total 719,268

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 2024 was €58,422,184k.

Amounts in €k
Depositary entity 2024
Group companies 5,224,028
Banks 51,525,302
Issuers 1,669,523
Others 3,332
Total 58,422,184

The item Others in the table includes €3,332k referring to the value of securities at third parties under guarantee for the inwards reinsurance business.

Other memorandum accounts, whose balance at 31 December 2024 amounted to €20,777k, consisted mainly of deposits for books on claims paid for €20,466k.

At 31 December 2024 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 covered by the Investment Policy 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 of 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 2024, all derivative positions represented collateralised contracts for which CSA agreements are in place with the counterparties involved in the trading.

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 2024, 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 term-sheets of the derivatives in the portfolio of the company at 31 December 2024 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 2024, set up with counterparties and with a portion of the reference capital up to a maximum of €343,000k, are shown in the following table:

3 Notes to the Financial Statements

Amounts in €k
Hedging Effective management Total
Transaction description No. Fair value No. Fair value No. Fair value Overall
exposure
Forward purchases of currency
Forward sales of currency 48 (35,677) 48 (35,677) 927,438
Purchase of call options 2 38,773 2 38,773 98,281
Purchase of put options 4 62,392 4 62,392 750,002
Sale of put options 4 (17,418) 4 (17,418) 607,575
Purchase of Swaptions 1 466 1 466 100,000
Sale of Swaptions 1 (10) 1 (10) 100,000
Total contracts with
equity swaps
56 9,297 4 39,228 60 48,525 2,583,296
Purchase of Interest
Rate Swap
31 (8,301) 4 0,0 35 (8,301) 3,208,200
Purchase of Asset Swap 5 (43,662) 5 (43,662) 411,500
Purchase of Cross Currency Swap 2 (4,372) 2 (4,372) 38,021
Purchase of Equity Swap 1 65,124 1 65,124 343,136
Total contracts without
equity swaps
38 (56,335) 5 65,124 43 8,789 4,000,857
Grand total 94 (47,038) 9 104,352 103 57,314 6,584,153

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.

Income Statement

The results achieved in 2024 are summarised in the attached reclassification statement of the income statement, the most salient aspects of which are recalled below:

Amounts in €k 2024 2023 Change on 2023 Aggregate 2023 Change on
Aggregate 2023
Technical balance: Life 204,757 204,757 205,307 (549)
Non-life 800,704 800,704 428,015 372,689
Total 1,005,461 1,005,461 633,321 372,140
Income from investments, other gains and losses 3,314 363,238 (359,924) 175,490 (172,176)
Profit (loss) from ordinary
operations
1,008,775 363,238 645,537 808,811 199,963
Extraordinary components (7,515) 2,203 (9,717) 9,678 (17,192)
Pre-tax profit (loss) 1,001,260 365,441 635,819 818,489 182,771
Net profit (loss) 775,991 377,820 398,171 645,307 130,684

Section 18 - Information on Non-Life business technical account (I)

The gross premiums at 31 December 2024 amounted to €7,904,111k, increasing by €464,443k (+6.2%) compared to the 2023 aggregated figure.

Net of reinsurance, the premiums earned amounted to €7,451,438k (the 2023 aggregated figure was €7,088,277k). 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 €63,187k at 31 December 2024 (the 2023 aggregated figure was €17,002k) and included €2,399k relating to the Land Vehicle TPL class, consisting of expense recoveries for the management of claims on behalf of companies, €1,210k for commission recoveries and €9,228k for the reversal of commissions on premiums of previous years cancelled. Reinsurance items included €33,954k 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 €4,700,330k (the post merger aggregated figure was €4,947,551k) 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 €7,014,155k at the end of the period.

The changes, referred to Italian direct business, are summarised in the table below:

3 Notes to the Financial Statements

Amounts in €k 2024
Opening claims provision
Effect of Merger 10,359,172
Payments in the year for prior year claims 3,039,403
Closing claims provision 7,014,155
Breakdown of claims provision 305,615
% impact on opening provision n.s.

When considering the amounts to be recovered and the recoveries made, the positive run-off was as follows:

Amounts in €k 2024
Amounts to be collected at the end of the previous year
Effect of Merger 165,453
Amounts collected in the year 160,341
Amounts to be collected at the end of the year 137,108
Changes in the amounts to be collected 131,996
Total effect 437,611

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 (€131,996k).

The amount of the reversals and profit sharing (item I.6) recognised to the policyholders or other beneficiaries represented a net balance of €1,988k (the 2023 aggregated figure was €2,910k) and referred almost entirely to technical profit sharing.

Operating expenses amounted to €2,209,530k, already net of the commissions received from reinsurers (€92,873k), and included acquisition and collection expenses for €1,874,724k (up by 7.4% compared to the 2023 aggregated figure) and other administrative expenses for €425,227k (+1.8% compared to the 2023 aggregated 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 €92,873k (+14.8% compared to the 2023 aggregated figure), referred to commissions for €92,911k and to profit sharing for −€38k.

Other technical charges, net of reinsurance (item I.8), which at 31 December 2024 amounted to €179,997k (the 2023 aggregated figure was €145,674k), of which:

  • €121,691k relating to direct business,
  • €42,247k relating to indirect business and,
  • €16,058k relating to premiums ceded.

In direct business, the most important items regard cancellations of premiums of previous years for €54,952k, "black box" costs for €44,157k and the management rights of the CARD room for €11,596k.

Premiums ceded mostly included the estimate of reinstated premiums envisaged contractually by reinsurance treaties and estimated as €15,849k on the basis of the claims provisions at 31 December 2024.

Item I.9 "change in equalisation provisions", which was positive by €9,665k, is due to the higher provisions in the year compared to the previous year.

The detail of these provisions, by class, is reported in section no. 10 (Technical provisions). The change in indirect business equalled €19k 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 calculation for the year 2024 was carried out with reference to the balance sheet and income statement balances of UnipolSai, in order not to alter the result of the technical account of the insurance business actually carried out by UnipolSai alone for the entire year, as the merger became legally effective on 31 December 2024.

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 2024 profits from investments were transferred from the non-technical account to the technical account for €387,806k (€455,511k the post merger aggregated figure).

Section 19 - Information on Life business technical account (II)

The gross premiums at year end amounted to €3,601,600k (decreasing by 5.5% compared to the 2023 aggregated figure); the premiums regarding indirect business equalled €422k. Summarised information on premiums and the reinsurance balance is contained in Annex 20.

The detail of the gains on investments (item II.2), which at 31 December 2024 amounted to €1,130,243k (€1,170,986k the 2023 aggregated figure) is 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 2024 amounted to €519,786k (the 2023 aggregated figure was €515,516k).

The other technical income, net of reinsurance (item II.4), amounted to €61,822k (€53,676k the 2023 aggregated figure) and included €59,858k 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 €3,538,766k (up by 11.4% compared to the 2023 aggregated figure of €3,177,901k) and included:

3 Notes to the Financial Statements

Amounts in €k 2024 2023 Change on
2023
Aggregate
2023
Change on
Aggregate 2023
Capital and annuities accrued 466,913 466,913 422,490 44,423
Surrenders and advances 2,850,737 2,850,737 2,535,032 315,706
Claims 215,542 215,542 215,478 64
Settlement expenses 5,293 5,293 5,003 290
Indirect business 280 280 (102) 382
Total 3,538,766 3,538,766 3,177,901 360,865

The change in provision for amounts payable, net of the reinsurers' shares, equalled −€17,510k (€8,542k the post merger aggregated 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 €913,384k (€1,472,141k the 2023 aggregated figure).

Item II.7 "reversals and profit sharing, net of reinsurance" amounted to −€362k at 31 December 2024 (€333k the 2023 aggregated figure) and consisted entirely of reversals.

Operating expenses (item II.8) amounted to €174,053k (+9.3% compared to the 2023 aggregated figure), already net of the commissions received from reinsurers (€809k), and included acquisition and collection expenses for €95,580k (−2.1% compared to the post merger aggregated figure) and other administrative expenses for €82,422k (+21.5% compared to the post merger aggregated figure, with a 2.3% impact on premiums).

The item II.8.f "commissions and profit sharing from reinsurers", which at 31 December 2024 equalled €809k (+62.4% compared to the 2023 aggregated figure), referred entirely to commissions.

The detail of asset and financial charges (item II.9), which at 31 December 2024 amounted to €189,055k (the 2023 aggregated figure was €249,125k) is shown in Annex 23.

These charges included write-downs regarding bonds, shares and fund units for €55,635k and write-downs regarding financial instruments for €1,974k.

Detailed in Annex 24 are the asset and financial charges and the unrealised gains relating to investments benefiting policyholders that bear the risk and investments arising from pension fund management (item II.10), equal to €144,877k (€120,333k the post merger aggregated figure).

Other technical charges, net of reinsurance (item II.11), equal to €61,034k (+3.4% compared to the 2023 aggregated figure), mainly comprised:

  • management fees for €43,954k;
  • cancelled premiums of previous years for €12,838k;
  • commissions on investments related to Unit-Linked policies and pension funds for €1,923k.

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.

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. The calculation for the year 2024 was carried out with reference to the balance sheet and income statement balances of UnipolSai, in order not to alter the result of the technical account of the insurance business actually carried out by UnipolSai alone for the entire year, as the merger became legally effective on 31 December 2024.

Based on the results of the calculation made according to these criteria, €98,917k (€94,094k the post merger aggregated figure) were transferred from the Life technical account to the non-technical account of profits from investments.

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.

3 Notes to the Financial Statements

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 €984,181k (−0.8% compared to the post merger aggregated figure) as detailed in Annex 21.

The Non-Life business asset and financial charges (item III.5) amounted to €367,399k (the 2023 aggregated figure was €355,212k) and are detailed in Annex 23.

Investment management expenses and interest expense (item C.III.5.a), with a balance of €158,088k (€116,223k the 2023 aggregated figure), included:

  • administrative expenses attributed to the management of investments for €36,211k;
  • financial charges linked to derivative financial instruments for €91,981k;
  • taxes on investments for €13,320k, €5,902k of which for IMU, €2,395k for other indirect taxes and duties relating to property investments and €5,023k for other taxes on financial investments;
  • issue/trading spreads for €8,139k;
  • expenses on securities dossier for €5,395k;
  • interest on deposits received from reinsurers for €1,793k.

Value adjustments to investments (item III.5.b) amounted to €124,472k (−23.1% compared to the post merger aggregated figure) and consisted of alignments of shares, interests and fund units for €86,167k, of bonds for €1,722k and other financial investments for €306k.

This item also included the write-downs of properties totalling €36,277k, €35,827k of which referred to the portions of depreciation and €450k referred to write-downs for value adjustments.

The item III.7 "other income" equalled €323,087k at 31 December 2024, against the 2023 aggregated figure of €274,350k, with an increase of 17.8%, and is broken down as follows:

Other income 2024 2023 Change on
2023
Aggregate
2023
Change on
Aggregate 2023
Interest income 192,716 20,556 172,160 133,812 58,904
Recovery of expenses 76,116 9,791 66,324 81,628 (5,512)
Positive exchange rate differences 3,575 2,478 1,097 4,932 (1,358)
Withdrawals from provisions 26,830 26,830 24,132 2,698
Commission on placement of bank products 4,481 4,481 3,984 497
Other income 11,489 7,622 3,867 17,964 (6,476)
Recovery of expenses for management of Roadway
Accident Victims Fund (FVS)
7,881 7,881 7,897 (17)
Total 323,087 40,448 282,639 274,350 48,737

Amounts in €k

Interest income included €64,524k as interest on deposits (the 2023 aggregated figure was €28,715k) and €128,192k as interest on other receivables. The latter item increased by €35,069k, mainly due to the volume of Superbonus receivables.

Income from recovered administrative expenses was €50,537k, for the provision of intragroup services and €23,575k for recoveries of expenses for seconded personnel.

Withdrawals from provisions, of which €19,000k from the provision for risks and charges, €9,304k referred to liabilities set aside in previous years and occurred in the current year and €9,696k to surpluses. For the remainder, withdrawals from provisions refer to decreases in the bad debt provisions.

The item III.8 "other charges" equalled €647,665k at 31 December 2024 (€498,867k the 2023 aggregated figure), broken down as follows:

Amounts in €k
Other charges 2024 2023 Change on
2023
Aggregate
2023
Change on
Aggregate 2023
Amortisation on goodwill and other intangible assets 183,349 183,349 117,774 65,575
Impairment losses on receivables 3,415 3,415 7,852 (4,437)
Expenses for managing claims of Roadway Accident
Victims Fund
7,845 7,845 7,574 270
Interest expense 207,096 105,382 101,713 208,555 (1,460)
Allocations to provisions 53,308 13 53,295 23,271 30,037
IVASS penalties 227 227 141 87
Operating expenses and product placement 10,300 10,300 9,527 773
Negative exchange rate differences (122) 3,047 (3,170) 14,890 (15,012)
Sundry taxes 2,528 75 2,453 2,378 150
Charges on behalf of third parties 39,174 39,174 48,806 (9,631)
Sundry charges 140,545 53,121 87,424 58,099 82,447
Total 647,665 161,639 486,026 498,867 148,799

The amortisation of goodwill and other intangible assets included €86,976k of intangible assets and €96,373k of goodwill.

Interest expense referred for €98,470k to subordinated loans and for €31,720k 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 relate for €50,541k, to provisions for risks and charges.

"Sundry charges" included charges deriving from the merger of companies other than UnipolSai in the amount of €47,570k.

"Extraordinary income" (item III.10) equalled €210,519k against €84,958k (2023 aggregated figure), broken down as follows:

Amounts in €k
Extraordinary income 2024 2023 Change on
2023
Aggregate
2023
Change on
Aggregate 2023
Gains on disposals of property 74,197 74,197 1,205 72,992
Gains on trading of long-term securities 10,411 199 10,211 2,898 7,513
Gains on trading of mutual investment funds 185 185 104 80
Gains on trading of shares and investments 122 122 46,749 (46,627)
Gains on trading of other assets 665 665 3 662
Extraordinary gains 124,889 13,964 110,925 31,989 92,900
Gains on other financial instruments 1,888 (1,888) 1,888 (1,888)
Other income 51 51 122 (71)
Total 210,519 16,052 194,468 84,958 125,561

3 Notes to the Financial Statements

This item includes gains realised on securities and other financial instruments classified under long-term investments. 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 consisted of €120,130k in income from lower taxes from previous years and other tax benefits attributable to:

  • deferred tax assets not recognised in previous years for €68,464k, which have become recoverable against future taxable income post Merger;
  • deferred tax assets for €32,269k deriving from the release of goodwill recognised in the 2023 consolidated financial statements in relation to the investment in Società e Salute S.p.A. (Art. 15, par. 10-bis and 10-ter, Italian Decree Law 185/2008);
  • benefit of €19,397k deriving from the Patent Box subsidy, introduced by Art. 6 of Italian Decree Law no. 146 of 21 October 2021 (converted by Law no. 215 of 17/12/2021).

"Extraordinary expenses" (item III.11) equalled €218,034k (€75,281k the 2023 aggregated figure), broken down as follows:

Amounts in €k
Extraordinary expenses 2024 2023 Change on
2023
Aggregate
2023
Change on
Aggregate 2023
Losses on disposals of property 21,432 21,432 132 21,300
Losses on long-term financial investments 7,349 13,198 (5,849) 42,826 (35,476)
Losses on trading of investments 185 185 26,620 (26,434)
Extraordinary losses 6,478 651 5,828 5,636 842
Other extraordinary expenses 182,589 182,589 67 182,522
Total 218,034 13,849 204,185 75,281 142,753

Other extraordinary charges at 31 December 2024 consisted of €165,045k in estimated charges in relation to trade union agreements entered into in 2024, concerning pre-retirement arrangements.

Item III.14 "Income tax for the year" represented a total charge of €225,269k (the post merger aggregated figure was €173,182k), €148,170k of which regarding current IRES and IRAP taxes of the year and substitute taxes, in addition to the net balance of the deferred tax assets and liabilities for €77,099k.

In 2024, the Company recognised substitute taxes of €29,821k. These included:

  • the substitute tax deriving from the release of goodwill referred to in paragraphs 10-bis and 10-ter of Art. 15 of Italian Decree Law 185/2008 recognised in the 2023 consolidated financial statements of the investee Società e Salute S.p.A.;
  • the substitute tax on capital gains realised as part of the contribution of real estate to real estate investment funds as a result of the option referred to in paragraphs 137 et seq. of Art. 1 of Italian Law no. 296 of 27 December 2006.

In addition, the total income tax charge included the Global Minimum Tax pursuant to Italian Legislative Decree no. 209 of 27 December 2023, which introduced the global minimum taxation regime. At year-end close, on the basis of the simplified regime, Unipol recognised a charge of €350k deriving from the difference between the ETR of the individual jurisdiction (Serbia and Ireland) and the minimum tax rate of 15% that identifies the percentage of Top-Up Tax to be applied to excess profit, i.e. the portion of GloBE Income (qualified income).

The table below reports the changes occurred:

Amounts in €k IRES IRAP Sub Tax. Total
Current and substitute taxes 83,200 35,148 29,821 148,170
Deferred tax assets and liabilities:
- use of deferred tax assets 168,096 28,321 196,417
- use of deferred tax liabilities (5,375) (162) (5,537)
- recognition of deferred tax assets (91,540) (22,241) (113,781)
- recognition of deferred tax liabilities - -
Balance on deferred tax assets/liabilities 71,181 5,918 77,099
TOTAL 154,382 41,066 29,821 225,269

The statement of reconciliation between theoretical and effective IRES and IRAP tax charges is provided below, showing the changes compared to the previous year.

3 Notes to the Financial Statements

Amounts in €k 2024 2023 Change
Pre-tax profit (loss) 1,001,260 365,441 635,819
Theoretical IRES - (Expenses)/Income (240,302) (87,706)
Tax effect deriving from taxable income permanent
changes
Increases: (55,920) (1,185) (54,735)
- Redeemed goodwill (17,281) (17,281)
- Property not for own use (1,065) (1,065)
- Interest expense (960) (797) (163)
- Taxes and other non-deductible costs (3,403) (10) (3,393)
- PEX investments - write-downs (14,665) (14,665)
- Dividend Washing (2,965) (2,965)
- Extraordinary losses (1,341) (1,341)
- Withdrawals from provisions for risks (9,386) (9,386)
- Impairment losses on receivables (829) (829)
- Other changes (4,024) (378) (3,646)
Decreases: 141,841 101,270 40,571
- ACE relief 2,673 2,673
- Property not for own use 937 937
- Withdrawals from provisions for risks 1,245 516 729
- Super-amortisation/depreciation 280 280
- PEX investments - Plus 28 28
- Extraordinary gains 28,906 28,906
- Dividends excluded 90,587 97,925 (7,338)
- Taxes 1,226 2,819 (1,593)
- Other changes 15,959 10 15,949
IRES pertaining to the year - (Expenses)/Income (154,382) 12,379 (166,761)
Theoretical IRAP on the technical result (68,572) (68,572)
- Personnel changes 18,682 18,682
- Depreciation 1,663 1,663
- Dividends and overheads 9,434 9,434
- Gains on transfers of property not for own use (647) (647)
- Other changes (1,626) (1,626)
IRAP (41,066) (41,066)
Substitute taxes (29,821) (29,821)
Total Income Tax (225,269) 12,379 (237,648)

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 2024
Fiscal effect (*)
2023
Fiscal effect (*)
Change
DEFERRED TAX ASSETS Taxable
amount
Tax effect Taxable
amount
Tax effect Taxable
amount
Tax effect
IRES
Valuation of Equity Portfolio 30,086 7,221 93 22 29,993 7,198
Valuation of securities 5,512 1,323 5,512 1,323
Life business technical provisions 100,242 24,058 100,242 24,058
Non-Life business claims provision 394,773 94,745 394,773 94,745
Property 82,848 19,884 82,848 19,884
Depreciation of property and other assets 20,230 4,855 966 232 19,264 4,623
Goodwill 1,300,655 312,157 911,865 218,848 388,790 93,310
Provision for personnel expenses 567,445 136,187 25,141 6,034 542,304 130,153
Provision for risks and charges 423,262 101,583 2,297 551 420,965 101,032
Write-down of receivables from policyholders 102,572 24,617 102,572 24,617
Other 16,075 3,858 16,075 3,858
Substitute tax for goodwill realignment 6,153 6,153
TOTAL IRES 3,043,699 736,641 940,362 225,687 2,103,337 510,954
IRAP
Other provisions established with non
deductible allocations during the year
569,536 38,842 569,536 38,842
Property 75,681 5,161 75,681 5,161
Depreciation of property and other assets 1,877 128 1,877 128
Goodwill 1,300,655 88,705 1,300,655 88,705
Write-down of receivables from policyholders 31,786 2,168 31,786 2,168
Other 15,689 1,070 15,689 1,070
TOTAL IRAP 1,995,223 136,074 1,995,223 136,074
TOTAL DEFERRED TAX ASSETS 5,038,923 872,716 940,362 225,687 4,098,561 647,029

(*) Rate: 24% IRES; 6.82% IRAP

3 Notes to the Financial Statements

Amounts in €k 2024
Fiscal effect (*)
2023
Fiscal effect (*)
Change
DEFERRED TAX LIABILITIES Taxable
amount
Tax effect Taxable
amount
Tax effect Taxable
amount
Tax effect
IRES
Property 1,065 256 1,065 256
Capital gains in instalments 906 217 906 217
TOTAL IRES 1,971 473 1,971 473
IRAP
Property 840 57 840 57
TOTAL IRAP 840 57 840 57
TOTAL DEFERRED TAX LIABILITIES 2,811 530 2,811 530

The deferred tax liabilities accrued are detailed below:

(*) Rate: 24% IRES; 6.82% IRAP

Application of the Global Minimum Tax (GloBe)

With reference to the impact on the Company deriving from the application of the Global Minimum Tax, note the following. Italian Legislative Decree no. 209 of 27 December 2023, implementing the reform on international taxation, envisaged the introduction for Italy of a global minimum tax regime from 1 January 2024. Title II of the aforementioned Legislative Decree contains provisions for the implementation of Law no. 111 of 9 August 2023, transposing Council Directive (EU) no. 2022/2523 of 14 December 2022, aimed at ensuring a global minimum level of taxation for large multinational enterprise groups and large-scale domestic groups in the European Union.

The aforementioned Directive transposes the main core of the global Pillar Two agreement reached at the OECD/G20. To this end, a coordinated system of rules has been devised to ensure that large groups of companies are subject to a minimum tax level of at least 15% in relation to each of the countries in which these groups operate and generate income. From a taxpayer perspective, pursuant to Art. 10 of the Legislative Decree, the Unipol Group is subject to Global Minimum Tax provisions since its consolidated revenues have exceeded €750m in at least two of the four years prior to the year under review.

Outside Italy, in 2024 the Unipol Group operated in Serbia, Ireland and Luxembourg.

The exposure of the Unipol Group to second pillar income taxes at year-end, also on the basis of the simplified regime (Transitional Safe Harbourfrom country-by-country reporting) is not significant.

With the support of external advisors, the Unipol Group is preparing for the Pillar II-related obligations, also in order to manage the exposure in subsequent periods, through the creation of suitable systems and procedures to:

  • identify, locate and characterise all Group companies, also on a continuous basis, for the purpose of Pillar II legislation;
  • include the simplified tests (transitional safe harbours from country-by-country reporting) for each material jurisdiction, in order to receive the related benefits in terms of reduced compliance costs and elimination of Pillar II taxes; and
  • carry out complete and detailed calculations of the relevant quantities required by Pillar II legislation for any jurisdictions that do not pass any of the aforementioned tests.

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 2024, broken down by category, is as follows:

2024 2023
Executives 166 177
Officers 1,547 1,459
Office workers 5,016 4,943
Other 1 1
Total 6,730 6,580

Considering the number of employees as FTE (Full Time Equivalent), the total equalled 6,546 resources.

Results on sales of capitalised securities

In the Non-Life business, the early disposals carried out in 2024 generated net capital gains of €3,095k, while in the Life business, the disposals carried out resulted in the recognition of net capital losses of €10k.

Results on transactions in financial derivatives

Derivative trading led to total net charges of €81,122k, which included net charges of €27,860k on transactions concluded in the period and net charges of €53,262k on transactions still in place at year end. The following table shows the details of charges and income recognised in 2024 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 index (940) (940)
- swaps on rates (11,848) (7,057) (18,905)
- swaps on currencies (2,504) (2,504)
- Other transactions (15,227) (35,677) (50,904)
Total hedging derivatives (28,015) (45,238) (73,253)
Other derivatives transactions
- options on share 914 914
- options on index 382 382
- options on securities (1,141) (1,141)
- swaps on share (8,024) (8,024)
Total other derivatives
transactions
155 (8,024) (7,869)
Grand total (27,860) (53,262) (81,122)

3 Notes to the Financial Statements

Part C: Other Information

Consolidated Financial Statements

Unipol Assicurazioni S.p.A., a company listed on the Milan Stock Exchange, Parent of the Unipol Insurance Group (registered in the Insurance Groups Register with reg. no. 046), 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. They conform to the IAS/IFRS standards issued by the IASB and endorsed by the European Union, along with the interpretations issued by IFRIC, in accordance with the provisions of Regulation (EC) no. 1606/2002 in force on the closing date of the financial statements. A copy of the Consolidated Financial Statements at 31 December 2024 of Unipol Assicurazioni S.p.A. is available at the company's registered office and on the website (www.unipol.com).

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, 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.

Reporting on crypto-assets

With the entry into force of Regulation (EU) no. 2023/1114 (Markets in Crypto-Assets Regulation, or MiCAR), which introduced the harmonised regulatory framework applicable to crypto-assets in the European Union, which was initiated in 2020 with the publication of the Digital Finance Package by the European Commission, on 6 March 2025 Consob and the Bank of Italy issued a Communication to listed companies concerning reporting in the financial statements on investments held in crypto-assets as well as the in-depth audits to be performed by the auditors on the matter, justified by the particular risk inherent in this type of instrument. In detail, even without introducing ad hoc reporting obligations, in order to pursue greater accounting transparency the above-mentioned Authorities reiterated the importance of providing disclosures in the financial statements to allow for an understanding of the effects of crypto-assets on the investor's equity, profit and loss and financial situation, in light of the exposure and risk linked to the positions held, starting, in any case, from the applicable IAS/IFRS accounting standards.

With reference to the report required by the above-mentioned Bank of Italy/Consob Communication, it should be noted that Unipol has not made, directly or through subsidiaries, any type of investment in crypto-assets.

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 Unipol Assicurazioni SpA 1,578
Attestation services EY SpA Unipol Assicurazioni SpA 639
Other services EY SpA Unipol Assicurazioni SpA 505
Total 2,721

3 Notes to the Financial Statements

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 2024 financial statements

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

  • − having examined the Company's draft financial statements at 31 December 2024, 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 €775,991,216.26, of which €568,157,189.91 relating to the Non-Life business and €207,834,026.35 relating to the Life business;
  • − having viewed the Management Report of the Board of Directors at 31 December 2024;
  • − 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 Unipol at 31 December 2024, accompanied by the Management Report, recording profit for the year of €775,991,216.26, of which €568,157,189.91 relating to the Non-Life business and €207,834,026.35 relating to the Life business."

Proposed approval of the allocation of profit for the year

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

  • − having approved the financial statements of the Company at 31 December 2024, which closed with profit for the year of €775,991,216.26 (the "Profit for the Year"), of which €568,157,189.91 relating to the Non-Life business and €207,834,026.35 relating to the Life business;
  • − having acknowledged that the legal reserve existing in the financial statements at 31 December 2024 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, Unipol directly owns 1,236,998 treasury shares,

hereby resolves

  • − to approve the proposed allocation of the Profit for the year, in compliance with Art. 19 of the By-Laws, as follows:
    • − distribution to all Shareholders of the Company of a total of €608,801,033.50, of which €456,337,913.05 relating to the Non-Life business and €152,463,120.45 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 €0.85 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 €167,190,182.76 to the Extraordinary reserve posted in the item Other reserves in shareholders' equity, of which €111,819,276.86 attributed to the Non-Life business and €55,370,905.90 attributed to the Life business;
  • − to set the dividend payment date as 21 May 2025 (ex-dividend date of 19 May 2025 and record date of 20 May 2025)."

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 2024
Allocation of profit and
dividend distribution
Post-resolution
balances
I Share capital 2,523,969 2,523,969
II Share premium reserve 364,472 364,472
III Revaluation reserves 96,559 96,559
IV Legal reserve 504,794 504,794
V Statutory reserve
VI Reserve for shares of the holding company
VII Other reserves 626,493 111,819 738,313
VIII Retained profit (loss)
IX Profit (loss) for the year 568,157 (568,157)
X Negative reserve for treasury shares (14,058) (14,058)
Dividend distribution 456,338
Total 4,670,387 4,214,049

Breakdown of Life Shareholders' Equity

Amounts in €k Balances at
31 December 2024
Allocation of profit and
dividend distribution
Post-resolution
balances
I Share capital 841,323 841,323
II Share premium reserve 981,205 981,205
III Revaluation reserves
IV Legal reserve 168,265 168,265
V Statutory reserve
VI Reserve for shares of the holding company
VII Other reserves 208,234 55,371 263,605
VIII Retained profit (loss)
IX Profit (loss) for the year 207,834 (207,834)
X Negative reserve for treasury shares
Dividend distribution 152,463
Total 2,406,861 2,254,398

Milan, 27 March 2025

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

Unipol Assicurazioni S.p.A.

Share capital

Subscribed € 3,365,292,408 Paid-up € 3,365,292,408

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) 24
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 14,607
2. Other acquisition costs 6
3. Start-up and expansion costs 7
4. Goodwill 8 1,330,276
5. Other long-term costs 9 448,043 10 1,792,925
C. INVESTMENTS
I - Land and buildings
1. Property for corporate business 11 489,598
2. Property for use by third parties 12 394,919
3. Other property 13 8,759
4. Other property rights 14 2,279
5. Fixed assets in progress and payments on account 15 16 895,555
II - Investments in group companies and other investees
1. Shares and holdings in:
a) holding companies 17
b) subsidiaries 18 3,000,845
c) affiliates 19
d) associates 20 1,011,013
e) other 21 21,365 22 4,033,223
2. Bonds issued by
a) holding companies 23
b) subsidiaries 24
c) affiliates 25
d) associates 26 13,989
e) other 27 1,500 28 15,489
3. Loans to:
a) holding companies 29
b) subsidiaries 30 695,000
c) affiliates 31
d) associates 32 6,015
e) other 33 34 701,015 35 4,749,727
to be carried forward 1,792,925

Annex 1

Amounts for the previous year
181
182
184
186
187
188
189 103 190 103
191
192
193
194
195 196
197
198 4,586,654
199
200 556,970
201 202 5,143,624
203
204
205
206 3,000
207 208 3,000
209
210 450,000
211
212
213 214 450,000 215 5,596,624
to be carried forward 103

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 1,792,925
C. INVESTMENTS (continued)
III - Other financial investments
1. Shares and holdings
a) Listed shares 36 693,836
b) Unlisted shares 37 104,239
c) Holdings 38 39 798,074
2. Mutual investment fund units 40 2,578,822
3. Bonds and other fixed-yield securities
a) listed 41 6,797,541
b) unlisted 42 134,343
c) convertible bonds 43 44 6,931,884
4. Loans
a) collateralised loans 45
b) loans on policies 46
c) other loans 47 11,332 48 11,332
5. Mutual investment units 49
6. Bank deposits 50 1,451
7. Sundry financial investments 51 77,135 52 10,398,698
IV - Deposits with ceding companies 53 434,674 54 16,478,655
D. bis TECHNICAL PROVISIONS - REINSURERS' SHARE
I - NON-LIFE BUSINESS
1. Premium provision 58 97,081
2. Claims provision 59 520,738
3. Provision for profit sharing and reversals 60 5
4. Other technical provisions 61 62 617,823
to be carried forward 18,889,403

Annex 1

Amounts for the previous year
amount carried forward 103
216
217
218 219
220
221 454,809
222
223 454,809
224
225
226
227 228
229
230
231 232 454,809
233 234 6,051,433
238
239
240
241 242
to be carried forward 6,051,536

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 18,889,403
E. RECEIVABLES
I - Receivables relating to direct insurance business from:
1. Policyholders
a) for premiums for the year 71 533,199
b) for premiums for previous years 72 2,832 73 536,031
2. Insurance intermediaries 74 805,789
3. Insurance company current accounts 75 13,098
4. Policyholders and third parties for amounts to be collected 76 180,662 77 1,535,579
II - Receivables relating to reinsurance business, from:
1. Insurance and reinsurance companies 78 332,053
2. Reinsurance intermediaries 79 465 80 332,519
III - Other receivables 81 2,035,185 82 3,903,283
F. OTHER ASSETS
I - Property, plant and equipment and inventories:
1. Office furniture and machines and internal means of
transport
83 54,382
2. Movable assets entered in public registers 84
3. Plant and equipment 85 29,270
4. Inventories and sundry goods 86 4,910 87 88,561
II - Cash and cash equivalents
1. Bank deposits and post office accounts 88 976,515
2. Cheques and cash in hand 89 21 90 976,536
IV - Other assets
1. Transitory reinsurance accounts 92
2. Sundry assets 93 1,082,673 94 1,082,673 95 2,147,770
of which Account connecting the Life business 901 25,582
G. ACCRUALS AND DEFERRALS
1. Interest 96 115,393
2. Rental income 97 4,660
3. Other accruals and deferrals 98 41,729 99 161,782
TOTAL ASSETS 100 25,102,239

Annex 1

Amounts for the previous year
6,051,536
amount carried forward
251
252
253
254
255
256
257
258
259
260
300,120
300,120
261
262
263
264
265
506
506
266
267
822,211
268
10
822,221
269
270
272
225,696
225,696
1,048,423
273
274
275
903
18,983
276
2
277
10,681
29,665
278
279
7,429,744
280

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 2,523,969
II
- Share premium reserve
102 364,472
III - Revaluation reserves 103 96,559
IV - Legal reserve 104 504,794
V
- Statutory reserve
105
VI - Reserve for shares of the holding company 400
VII - Other reserves 107 626,493
VIII - Retained profit (loss) 108
IX - Gains (losses) in the year 109 568,157
X - Negative reserve for treasury shares 401 (14,058) 110 4,670,387
B. SUBORDINATED LIABILITIES 111 1,012,500
C. TECHNICAL PROVISIONS
I - NON-LIFE BUSINESS
1. Premium provision 112 3,291,624
2. Claims provision 113 10,908,911
3. Provision for profit sharing and reversals 114 9,375
4. Other technical provisions 115 968
5. Equalisation provisions 116 59,547 117 14,270,425
to be carried forward 19,953,312

Annex 1

Amounts for the previous year
281 2,523,969
282 364,472
283
284 504,794
285
500
287 208,234
288
289 377,820
501 (1,438) 290 3,977,851
291
292
293
294
295
296 297
to be carried forward 3,977,851

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 19,953,312
E. PROVISIONS FOR RISKS AND CHARGES
1. Post-employment benefits and similar obligations 128 1,455
2. Provisions for taxes 129 35,047
3. Other provisions 130 557,516 131 594,018
F. DEPOSITS RECEIVED FROM REINSURERS 132 114,761
G. PAYABLES AND OTHER LIABILITIES
I
- Payables arising from direct insurance business, to:
1. Insurance intermediaries 133 37,405
2. Insurance company current accounts 134 12,817
3. Policyholders for guarantee deposits and premiums 135 43,218
4. Guarantee funds in favour of the policyholders 136 4,212 137 97,652
II - Payables arising from reinsurance business, to:
1. Insurance and reinsurance companies 138 70,967
2. Reinsurance intermediaries 139 3,551 140 74,518
III - Bond loans 141 2,202,000
IV - Payables to banks and financial institutions 142
V
- Collateralised payables
143
VI - Sundry loans and other financial payables 144 29,046
VII - Post-employment benefits 145 24,054
VIII - Other payables
1. Policyholders' tax due 146 155,986
2. Sundry tax payables 147 76,092
3. Social security charges payable 148 39,711
4. Sundry payables 149 842,802 150 1,114,590
IX - Other liabilities
1. Transitory reinsurance accounts 151
2. Commissions for premiums under collection 152 98,962
3. Sundry liabilities 153 742,264 154 841,226 155 4,383,086
of which Liaison account wtih Life business 902
H. ACCRUALS AND DEFERRALS
1. Interest 156 56,912
2. Rental income 157 15
3. Other accruals and deferrals 158 136 159 57,063
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY 160 25,102,239

Annex 1

Amounts for the previous year
amount carried forward 3,977,851
308
309 42
310 6,573 311 6,615
312
313
314
315
316 317
318
319 320
321 2,202,000
322
323
324
325 44
326
327 663
328 416
329 1,185,986 330 1,187,064
331
332
333 22,010 334 22,010 335 3,411,118
904
336 34,161
337
338 339 34,161
340 7,429,744

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 69,942
3
2. Other acquisition costs 6
3. Start-up and expansion costs 7
4. Goodwill 262,592
8
5. Other long-term costs 13,507
9
346,041
10
C. INVESTMENTS
I - Land and buildings
1. Property for corporate business 1,735
11
2. Property for use by third parties 151
12
3. Other property 13
4. Other property rights 14
5. Fixed assets in progress and payments on account 15 1,886
16
II - Investments in group companies and other investees
1. Shares and holdings in:
a) holding companies 17
b) subsidiaries 18
742,180
c) affiliates 19
d) associates 20
104,905
e) other 21
242
847,327
22
2. Bonds issued by
a) holding companies 23
b) subsidiaries 24
c) affiliates 25
d) associates 26
59,907
e) other 27 59,907
28
3. Loans to:
a) holding companies 29
b) subsidiaries 30
c) affiliates 31
d) associates 32
e) other 33 34 907,234
35
to be carried forward 346,041

Annex 2

Amounts for the previous year
181
182
183
186
187
188
189 190
191
192
193
194
195 196
197
2,400,633
198
199
200
201 2,400,633
202
203
204
205
206
207 208
209
210
211
212
213 214 2,400,633
215
to be carried forward

STATEMENT OF FINANCIAL POSITION - LIFE BUSINESS

ASSETS

Amounts for the year
amount carried forward 346,041
C. INVESTMENTS (continued)
III - Other financial investments
1. Shares and holdings
a) Listed shares 36 639,562
b) Unlisted shares 37 150,001
c) Holdings 38 39 789,563
2. Mutual investment fund units 40 3,071,577
3. Bonds and other fixed-yield securities:
a) listed 41 22,285,004
b) unlisted 42 282,177
c) convertible bonds 43 44 22,567,181
4. Loans
a) collateralised loans 45
b) loans on policies 46 9,850
c) other loans 47 242 48 10,092
5. Mutual investment units 49
6. Bank deposits 50 100,000
7. Sundry financial investments 51 972 52 26,539,385
IV - Deposits with ceding companies 53 494 54 27,448,998
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 1,403,522
II - Investments arising from pension fund management 56 6,819,748 57 8,223,270
D. bis TECHNICAL PROVISIONS - REINSURERS' SHARE
II - LIFE BUSINESS
1. Mathematical provisions 63 11,710
2. Premium provision from supplementary insurance 64
3. Provision for amounts payable 65 2,203
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 13,913
to be carried forward 36,032,222

Annex 2

Amounts for the previous year
amount carried forward
216
217
218
219
220
221
222
223
224
225
226
227
228
229
230
231
232
2,400,633
233
234
235
236
237
243
244
245
246
247
248
249
2,400,633
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 36,032,222
E. RECEIVABLES
I - Receivables relating to direct insurance business from:
1. Policyholders
a) for premiums for the year 71
66,429
b) for premiums for previous years 72 66,429
73
2. Insurance intermediaries 123,392
74
3. Insurance company current accounts 9,982
75
4. Policyholders and third parties for amounts to be collected 76 199,803
77
II - Receivables relating to reinsurance business, from:
1. Insurance and reinsurance companies 852
78
2. Reinsurance intermediaries 79 852
80
III - Other receivables 1,084,349
81
1,285,004
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 296,754
88
2. Cheques and cash in hand 89 296,754
90
IV - Other assets
1. Transitory reinsurance accounts 92
2. Sundry assets 129,440
93
129,440
94
426,194
95
of which Liaison account with Non-Life business 901
G. ACCRUALS AND DEFERRALS
1. Interest 227,873
96
2. Rental income 97
3. Other accruals and deferrals 4,602
98
232,476
99
TOTAL ASSETS 37,975,895
100

Annex 2

Amounts for the previous year
amount carried forward 2,400,633
251
252 253
254
255
256 257
258
259 260
261 262
263
264
265
266 267
268
269 270
272
273 274 275
903
276
277
618
278
618
279
2,401,251
280

4 Tables appended to the Notes to the Financial Statements

STATEMENT OF FINANCIAL POSITION - LIFE BUSINESS

LIABILITIES AND SHAREHOLDERS' EQUITY

Amounts for the year
A. SHAREHOLDERS' EQUITY
I
- Subscribed capital or equivalent provision
841,323
101
II
- Share premium reserve
981,205
102
III - Revaluation reserves 103
IV - Legal reserve 168,265
104
V
- Statutory reserve
105
VI - Reserve for shares of the holding company 400
VII - Other reserves 208,234
107
VIII - Retained profit (loss) 108
IX - Profit (loss) for the year 207,834
109
X - Negative reserve for treasury shares 401 2,406,861
110
B. SUBORDINATED LIABILITIES 737,500
111
C. TECHNICAL PROVISIONS
II - LIFE BUSINESS
1. Mathematical provisions 25,711,589
118
2. Premium provision from supplementary insurance 618
119
3. Provision for amounts payable 242,017
120
4. Provision for profit sharing and reversals 4,416
121
5. Other technical provisions 98,038
122
26,056,679
123
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
1,403,522
II - Provisions arising from pension fund management 125
6,819,748
126
8,223,270
127
to be carried forward 37,424,310

Annex 2

Amounts for the previous year
281 841,323
282 981,205
283
284 168,265
285
500
287 208,234
288
289
501 290 2,199,027
291
298
299
300
301
302 303
305
306 307
to be carried forward 2,199,027

4 Tables appended to the Notes to the Financial Statements

STATEMENT OF FINANCIAL POSITION - LIFE BUSINESS

LIABILITIES AND SHAREHOLDERS' EQUITY

amount carried forward 37,424,310
E. PROVISIONS FOR RISKS AND CHARGES
1. Post-employment benefits and similar obligations 128
2. Provisions for taxes 207
129
3. Other provisions 37,594
130
37,802
131
F. DEPOSITS RECEIVED FROM REINSURERS 4,855
132
G. PAYABLES AND OTHER LIABILITIES
I
- Payables arising from direct insurance business, to:
1. Insurance intermediaries 1,344
133
2. Insurance company current accounts 134
3. Policyholders for guarantee deposits and premiums 152
135
4. Guarantee funds in favour of the policyholders 12,707
136
14,203
137
II - Payables arising from reinsurance business, to:
1. Insurance and reinsurance companies 8,087
138
2. Reinsurance intermediaries 139 8,087
140
III - Bond loans 200,000
141
IV - Payables to banks and financial institutions 142
V
- Collateralised payables
143
VI - Sundry loans and other financial payables 4,394
144
VII - Post-employment benefits 2,146
145
VIII - Other payables
1. Policyholders' tax due 174
146
2. Sundry tax payables 40,253
147
3. Social security charges payable 148
4. Sundry payables 23,090
149
63,517
150
IX - Other liabilities
1. Transitory reinsurance accounts 151
2. Commissions for premiums under collection 1,057
152
3. Sundry liabilities 188,844
153
189,901
154
482,248
155
of which Account connecting the Non-Life business 25,582
902
H. ACCRUALS AND DEFERRALS
1. Interest 26,681
156
2. Rental income 157
3. Other accruals and deferrals 158 26,681
159
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY 37,975,895
160

Annex 2

Amounts for the previous year
amount carried forward 2,199,027
308
309
310 311
312
313
314
315
316 317
318
319 320
321 200,000
322
323
324
325
326
327
328
329 330
331
332
333 334 335 200,000
904
336 2,224
337
338 339 2,224
340 2,401,251

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 1 800,704 21 204,757 41 1,005,461
Gains on investments + 2 984,181 42 984,181
Assets and financial charges 3 367,399 43 367,399
Share of profits on investments transferred
from the Life business technical account
+ 24 98,917 44 98,917
Share of profits on investments transferred
to the Non-Life business technical account
5 387,806 45 387,806
Interim operating result 6 1,029,679 26 303,674 46 1,333,353
Other income + 7 253,535 27 69,552 47 323,087
Other charges 8 553,796 28 93,869 48 647,665
Extraordinary income + 9 208,327 29 2,192 49 210,519
Extraordinary expenses 10 192,132 30 25,902 50 218,034
Pre-tax profit (loss) 11 745,613 31 255,647 51 1,001,260
Income tax for the year 12 177,456 32 47,813 52 225,269
Profit (loss) for the year 13 568,157 33 207,834 53 775,991

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 + 103
1
31
Increases in the year + 4,536,137
2
32 1,613,194
for: purchases or increases 131,904
3
33 18
reversals of impairment losses 4 34
write backs 5 35
other changes 4,404,232
6
36 1,613,177
Decreases in the year 2,635
7
37 332,733
for: sales or decreases 2,635
8
38 332,283
write-downs 9 39 450
other changes 10 40
Gross closing balance (a) 4,533,605 41
11
1,280,461
Amortisation/depreciation:
Opening balance + 12 42
Increases in the year + 2,395,018
13
43 465,220
for: amount of amortisation for the year 183,384
14
44 36,616
other changes 2,211,634
15
45 428,604
Decreases in the year 379
16
46 82,201
for: decreases for disposals 379
17
47 82,201
other changes 18 48
Closing balance amortisation/depreciation (b) 2,394,639 49
19
383,019
Carrying amount (a - b) 2,138,966 50
20
897,441
Current value 51 1,052,692
Total write-backs 22 52 63,210
Total write-downs 23 53 78,568

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
+
1 7,544,256 3,000
21
450,000
41
Increases in the year:
+
2 6,650,561 75,396
22
987,828
42
for: purchases, subscriptions or lending 3 1,377,770 4,988
23
145,000
43
reversals of impairment losses 4 24 44
write-backs 5 0
25
0
45
other changes 6 5,272,791 70,409
26
842,828
46
Decreases in the year
7 9,314,268 3,000
27
736,813
47
for: sales or repayments 8 200 3,000
28
486,813
48
write-downs 9 61,838 29 49
other changes 10 9,252,229 30 250,000
50
Carrying amount 11 4,880,549 31 75,396 51 701,015
Current value 12 6,251,024 80,845
32
701,015
52
Total write-backs 13 40,763 33 53
Total write-downs 14 1,398,310 34 54
Item C.II.2 includes
Listed bonds 61 73,896
Unlisted bonds 62 1,500
Carrying amount 63 75,396
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
3 b NL (3)
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
21 b NL 4 Nuove Iniziative Toscane Srl-Firenze-IT 242
26 b NL 6 Unipol Investimenti Sgr S.P.A.-Torino-IT 242
28 b NL 8 Tenute Del Cerro S.P.A. (Ex Saiagricola)-Montepulciano-IT 242
31 b NL 9 Unipol Welfare Solutions S.R.L.-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
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 In Liquidazione-Bologna-IT 242
69 b NL 2 Unipol Finance S.P.A.-Bologna-IT 242
70 e NL 4 Euromilano Spa-Milano-IT 242
81 b NL 9 Irma S.R.L.-Bologna-IT 242
82 e NL 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

(*) 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"

c = Affiliates 3 = Bank d = Associates 4 = Real Estate company e = Others 5 = Trust company

(1) Type (3) Business conducted (4) Amounts in original currency a = Holding companies 1 = Insurance 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
  • 9 = Other company or entity

b = Subsidiaries 2 = Financial company (5) Specify the entire stake held

Annex 6

Portion held (5) Share capital
Total % Indirect % Direct % Profit or loss
of the year (***) (4)
Shareholders' equity (***) Number of shares Amount (4)
100.00 100.00 22,526,345 (4)
67,011,534
37,817,599 37,817,599
100.00 100.00 1,846,118 9,348,974 2,619,061 2,619,061
50.00 50.00 2,351,265 26,959,096 11,500,000 11,500,000
100.00 100.00 2,584,867 68,223,807 70,000 361,200
100.00 100.00 161,649 9,659,891 350,000 182,000
100.00 100.00 10,230,829 87,969,980 2,246,735 3,379,089,440
63.85 63.85 (17,766) 107,460 401,566 100,000
100.00 100.00 (2,584,222) 74,220,327 50,000,000 26,000,000
100.00 100.00 7,851,786 25,423,065 3,913,588 3,913,588
100.00 100.00 462,585 79,417,672 66,000,000 66,000,000
100.00 100.00 404,082 2,628,438 200,000 104,000
28.57 28.57 14,767,778 109,040,164 20,000 20,000
8.66 8.66 577,500 4,600,000
0.04 0.04 82,769,806,291 3,526,838
0.14 0.14 1,817,995 95,444,738
0.02 0.02 18,235,000 18,235,000
1.75 1.75 45,815 2,824,495
14.37 14.37 80,579,007 80,579,007
38.32 0.10 38.22 2,085,830 3,875,267 1,026,663 523,598
100.00 100.00 1,025,070 146,480,521 112,000,000 112,000,000
18.73 18.73 26,359,747 7,907,924
11.86 11.86 168,625 9,158,000
0.09 0.09 857,178 44,264,672
5.95 5.95 84 43,344
100.00 100.00 1 258,230
2.44 2.44 889,550 889,550
6.67 6.67 14 33,000
100.00 100.00 6,918,726 243,805,199 32,000,000 32,000,000
100.00 100.00 1,484,531 5,221,136 100,000 100,000
11.14 11.14 35,000,000 17,850,000
100.00 100.00 (9,204,232) 84,008,010 5,000,000 5,000,000

(***) 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
95 d NL (3)
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 d L 3 Bper Banca Spa-Modena-IT 242
114 b 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 Unipol 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 d 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
139 b NL 9 Tenute Del Cerro Wines Srl-Montepulciano-IT 242
140 b NL 1 Unipolre Designated Activity Company-Dublino-IE 242
141 b NL 2 Unipol Finance Srl-Bologna-IT 242
142 b NL 1 Unipol Investment S.P.A. (Ex Linear Life)-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"

(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)
Amount (4) Number of shares Shareholders' equity (***) Profit or loss
of the year (***) (4)
Direct % Indirect % Total %
1,769,660 1,769,660 (4)
1,696,887
(24,122) 44.93 44.93
10,713,416 6,121,952 17,116,461 2,371,184 23.55 23.55
13,312 13,312 317,663 66,300 100.00 100.00
5,536,000 5,536 80,057,580 1,128,903 100.00 100.00
2,000,000 2,000,000 321,536,093 1,821,755 100.00 100.00
38,000,000 38,000,000 70,207,203 5,888,621 94.69 94.69
100,000 100,000 3,274,450 757,862 100.00 100.00
19,300,000 19,300,000 137,982,326 12,103,568 100.00 100.00
78,028,566 78,028,566 307,444,931 98,820,741 98.99 98.99
208,279,080 34,713,180 454,317,648 138,963,598 63.39 63.39
2,121,637,109 1,421,624,324 11,564,280,000 1,402,649,000 19.77 19.77
290,122,715 290,122,715 402,963,168 9,350,000 100.00 100.00
11,000,000 11,000,000 7.60 7.60
250,000 250,000 796,228 (249,728) 100.00 100.00
281,244,899 281,244,899 267,317,234 (124,763,912) 97.78 97.78
120,000 120,000 1,739,420 (5,104,712) 100.00 100.00
1,025,000 1,025,000 4.88 4.88
27,350,000 27,350,000 29,887,035 (6,064,648) 100.00 100.00
332,723 332,723 6,085,461 (4,191,373) 80.26 80.26
300,000 300,000 24,887,074 3,078,953 100.00 100.00
100,000 100,000 13,284,277 605,433 100.00 100.00
10,000 10,000 2,156,477 1,229,183 100.00 100.00
163,546 163,546 7,431,587 1,093,485 75.00 75.00
516,000 516,000 3,875,958 792,319 96.05 3.95 100.00
200,000 200,000 5,207,267 (2,141,755) 100.00 100.00
200,000 200,000 453,829 (266,819) 100.00 100.00
1,360,157,331 453,385,777 4,156,325,000 574,942,000 19.72 19.72
60,000,000 60,000,000 313,946,006 75,037,990 22.50 22.50
575,550,000 50,000 5,867,157 359,830 100.00 100.00
2,423,893 1,509,247 9,339,058 (4,068,931) 100.00 100.00
200,000 200,000 279,437 40,071 100.00 100.00

(***) 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 (*)

Ord. Listed Business
No.(**) Type (1) unlisted (2) conducted Name and registered office Currency
143 b NL (3)
2
Unipolpart I Spa-Bologna-IT 242
144 b L 1 Unipolsai Ord.-Bologna-IT 242
145 b NL 1 Unipolsai Ord. Voto Maggiorato-Bologna-IT 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. (**) 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

9 = Other company or entity

Annex 6

Share capital Portion held (5)
Amount (4) Number of shares Shareholders' equity (***) Profit or loss
of the year (***) (4)
Direct % Indirect % Total %
(4)

(***) 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
3 b D Gruppo Una Spa 37,560
3 b V Gruppo Una Spa 34,673
4 b D Unipolservice S.P.A. 5,754
6 b V Bim Vita Spa (Ex Vitasi) 9,923
7 b D Casa Di Cura Villa Donatello 66,346
8 b D Centro Oncol. F.No Casa Di Cura In Liquidazione 8,900
9 b D Ddor Novi Sad Ord Eur 18,199
9 b V Ddor Novi Sad Ord Eur 72,790
12 b D Finsai International Sa
12 b V Finsai International Sa
21 b D Nuove Iniziative Toscane Srl 76,903
26 b D Unipol Investimenti Sgr S.P.A.
26 b V Unipol Investimenti Sgr S.P.A. 5,940
28 b D Tenute Del Cerro S.P.A. (Ex Saiagricola) 66,569
28 b V Tenute Del Cerro S.P.A. (Ex Saiagricola) 4,900
31 b D Unipol Welfare Solutions S.R.L. 762
35 d D Fin. Priv. 27,446
39 e D Acomea Sgr (Ex Sai Asset Management Sgr) 175
39 e V Acomea Sgr (Ex Sai Asset Management Sgr) 242
40 e D Compagnia Aerea Italiana Spa Ex Alitalia
41 e D Banca Popolare Etica Scarl 138
42 e D Città Studi Spa 4
46 e D Ex Var Scs
48 e D Banca Dell'Elba Credito Cooperativo 41
49 e D Istituto Europeo Di Oncologia 11,881
52 d D Uci - Ufficio Centrale Italiano 218
Totals C.II.1 1,107,270 5,543,291
a Holding companies
b Subsidiaries 1,107,270 4,962,525
c Affiliates
d Associates 558,959
e Others 21,807
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

Decreases in the year Carrying amount (4)
For sales
Quantity Value Other decreases Quantity Value Cost Current value
18,530,624 37,560 121,169 37,560
19,286,975 34,673 121,785 34,673
2,619,061 5,754 22,990 5,754
5,750,000 9,923 9,923 9,923
70,000 66,346 73,325 66,346
350,000 8,900 84,365 8,900
449,376 18,199 54,477 18,199
1,797,359 72,790 217,891 72,790
181,679
74,704
1,518 50,000,000 75,385 243,813 75,385
1,995,930 10,710 10,710 10,710
1,917,658 5,940 5,947 5,940
61,509,359 66,569 76,606 66,569
4,490,641 4,900 6,126 4,900
200,000 762 2,046 762
5,714 27,446 29,552 27,446
21,007 175 265 175
28,993 242 436 242
29,589,882 50,000
2,600 138 138 138
3,950 4 18 4
800 41 41 41
11,581,062 11,881 19,170 11,881
392,351 218 301 218
200 9,314,068 4,880,549 6,278,859 6,251,024
9,314,057 3,743,024 5,046,298 3,743,024
11 1,115,918 1,131,748 2,486,393
200 21,607 100,814 21,607

(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
55 b D Midi Srl 141,527
60 e D Syneteristiki Insurance Sa 2,124
61 e D The Co-Operators Group Sa 1,232
62 e D Banca Di Bologna Spa 43
64 e D Cooptech Scarl 4
65 e D Fondazione Unipolis 258
66 e D Inforcoop Scarl
68 e D Consorzio Energia Fiera District In Liquidazione 2
69 b D Unipol Finance S.P.A. 117,362
69 b V Unipol Finance S.P.A. 117,362
70 e D Euromilano Spa 200
81 b D Irma S.R.L. 100
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. 90,000
95 d D Borsetto Srl 773
97 d D Funivie Del Piccolo San Bernardo Spa 2,695
98 b D Ital H&R Srl 172
99 b D Marina Di Loano Spa 81,709
100 b D Meridiano Secondo Srl 322,160
105 b D Siat 39,809
108 b D Leithà Srl 100
110 b D Linear Assicurazioni Spa 180,000
111 b D Unisalute Spa 745,000
112 b V Arca Vita Spa 475,000
113 d D Bper Banca Spa 311,445
114 b D Unipolrec Spa 46,635
114 b V Unipolrec Spa 10,766
118 b D Centri Medici Dyadea Srl 19,142
119 e D Visconti Srl 413
120 b D Cambiomarcia Srl 1,046
122 b D Unipolrental Spa 341,194
123 b D Berebel S.P.A. 20,620
124 e D Nextalia Sgr Spa Cat. B 5,050

(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
Value
Cost
Quantity Other decreases Value Quantity
141,527
141,527
112,000,000
2,124
2,124
4,935,943
1,232
1,232
20,000
43
43
800
4
4
5
258
258
1
22 21,730
2
2
1
117,362
141,864
16,000,000
117,362
135,822
16,000,000
200 13,000
100
980
100,000
21,175 3,900,000
90,000
90,000
5,000,000
762
3,868
795,065 11
2,695
4,225
1,441,691
172
418
13,312
81,709
207,139
5,536
322,160
343,519
2,000,000
39,809
39,809
35,983,610
100
100
100,000
180,000
180,000
19,300,000
745,000
745,000
77,242,993
475,000
475,000
22,005,690
629,935
638,940
281,107,395
378,240
816,041
282,093,108
10,766
21,345
8,029,607
19,142
413
836
836,310
736
31,994
250,000 310
281,194
281,194
275,000,000 60,000
20,620
20,620
120,000
5,050
5,050
50,000

(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
125 b D Unipolpay Spa 32,438
125 b V Unipolpay Spa 10,813
126 b D Davinci Healthcare S.R.L. 17,236
127 b D I.Car Srl 76,876
128 b D Immobiliare C.S. Srl 12,620
129 b D Unipol Motor Partner S.R.L. 3,285
130 b D Tantosvago S.R.L. Società Benefit 21,228
131 b D Unipolassistance S.C.R.L. 2,494
132 b D Unipolhome Spa 9,520
133 b D Welbee Spa 1,350
134 d D Banca Popolare Di Sondrio Spa 111,477
134 d 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 129,564
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
140 b V Unipolre Designated Activity Company
141 b D Unipol Finance Srl
142 b D Unipol Investment S.P.A. (Ex Linear Life)
143 b D Unipolpart I Spa
144 b D Unipolsai Ord.
418,897,425
1,107,270 223,506
144 b V Unipolsai Ord.
145 b D Unipolsai Ord. Voto Maggiorato 1,257,341

(1) It must match the one stated in Annex 6 (3) State:

d = Associates assigned the same order number

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

Annex 7

Carrying amount (4) Decreases in the year
For sales
Current value Cost Value Quantity Other decreases Value Quantity
32,438 32,438 32,438 20,512,500
10,813 10,813 10,813 6,837,500
17,236 17,236 17,236 267,057
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
1,350 1,350 1,350 200,000
604,183 349,957 349,957 75,116,000
115,100 55,405 55,405 14,310,000
49,500 49,500 49,500 13,500,000
5,131 5,131 5,131 49,999
129,564 129,564 129,564 1,509,247
186 186 186 186,392
14 14 14 13,608
482,800
528,577
463,198
1,331,911
6,426,603

(4) Highlight with a (*) if measured using the equity method (for Type b and D only)

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: 1 104,088 21 104,088 41 693,987 61 825,730 81 798,074 101 929,818
a) listed shares 2 22 42 693,836 62 825,579 82 693,836 102 825,579
b) unlisted shares 3 104,088 23 104,088 43 151 63 151 83 104,239 103 104,239
c) holdings 4 24 44 64 84 104
2. Mutual investment fund units . 5 479,719 25 576,122 45 2,099,103 65 2,415,753 85 2,578,822 105 2,991,875
3. Bonds and other fixed-yield securities 6 4,485,202 26 4,333,539 46 2,446,682 66 2,542,629 86 6,931,884 106 6,876,168
a1) Listed government securities 7 2,708,491 27 2,571,013 47 658,540 67 685,803 87 3,367,032 107 3,256,816
a2) other listed securities 8 1,657,420 28 1,653,219 48 1,773,089 68 1,841,474 88 3,430,509 108 3,494,693
b1) unlisted government securities 9 67,608 29 67,906 49 69 89 67,608 109 67,906
b2) other unlisted securities 10 51,683 30 41,400 50 15,052 70 15,353 90 66,736 110 56,753
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 77,135 73 101,164 93 77,135 113 101,164
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: 121 141 789,563 910,613
181
789,563
201
221 910,613
a) listed shares 122 142 162 639,562 182 760,612 202 639,562 222 760,612
b) unlisted shares 123 143 163 150,001 183 150,001 203 150,001 223 150,001
c) holdings . 124 144 164 184 204 224
2. Mutual investment fund units 125 22,241 145 22,804 165 3,049,335 185 3,341,164 205 3,071,577 225 3,363,968
3. Bonds and other fixed-yield securities 126 18,395,501 146 17,623,446 166 4,171,680 186 4,320,641 206 22,567,181 226 21,944,087
a1) Listed government securities 127 13,334,520 147 12,782,238 167 1,644,763 187 1,720,803 207 14,979,284 227 14,503,041
a2) other listed securities 128 4,795,837 148 4,577,529 168 2,509,884 188 2,582,805 208 7,305,721 228 7,160,335
b1) unlisted government securities 129 164,173 149 175,877 169 189 209 164,173 229 175,877
b2) other unlisted securities 130 100,971 150 87,802 170 17,033 190 17,033 210 118,003 230 104,834
c) convertible bonds 131 151 171 191 211 231
5. Mutual investment units 132 152 172 192 212 232
7. Sundry financial investments 133 153 173 972 193 466 213 972 233 466

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 21 41 377,566 81 101
Increases in the year: + 2 133,977 22 547,708 42 23,964,755 82 102
for: purchases 3 2,550 23 171,657 43 710,029 83 103
reversals of impairment losses 4 24 44 84 104
transfers from the short-term portfolio 5 25 45 85 105
other changes 6 131,426 26 376,051 46 23,254,726 86 106
Decreases in the year: 7 29,889 27 45,748 47 1,461,619 87 107
for: sales 8 1,215 28 48 1,380,549 88 108
write-downs 9 29 49 89 109
transfers to the short-term portfolio 10 30 50 90 110
other changes 11 28,674 31 45,748 51 81,070 91 111
Carrying amount 12 104,088 32 501,960 52 22,880,703 92 112
Current value 13 104,088 33 598,926 53 21,956,985 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 + 1 21
Increases in the year: + 42,347
2
649,733
22
for: lending 20,818
3
reversals of impairment losses 4
other changes 21,529
5
Decreases in the year: 20,923
6
548,283
26
for: repayments 20,923
7
write-downs 8
other changes 9
Carrying amount 21,424 30
10
101,451

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
1,161,320
25 45
929,767
65
IV. Other financial investments:
1. Shares and holdings 6
5,487
26 46
6,925
66
2. Bonds and other fixed-yield securities 7
150,130
27 47
158,665
67
3. Bank deposits 8 28 48 68
4. Sundry financial investments 9 29
247
49
247
69
V. Other assets 10
2,538
30 50
2,538
70
VI. Cash and cash equivalents 11
87,269
31 51
87,269
71
Payables and expenses 12
(3,469)
32 52
(3,469)
72
13 33 53 73
Total 14
1,403,522
34 54
1,181,942
74

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 281
6
26 380
46
66
2. Bonds and other fixed-yield securities 7 27 1,004
47
67
3. Bank deposits 8 28 48 68
4. Sundry financial investments 247
9
29 247
49
69
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 528 34
14
54
1,631 74

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 1,161,320 25 929,767
45
65
IV. Other financial investments:
1. Shares and holdings 6 5,206 26 6,545
46
66
2. Bonds and other fixed-yield securities 7 150,130 27 157,662
47
67
3. Bank deposits 8 28 48 68
4. Sundry financial investments 9 29 49 69
V. Other assets 10 2,538 30 2,538
50
70
VI. Cash and cash equivalents 11 87,269 31 87,269
51
71
Payables and expenses 12 (3,469) 32 (3,469)
52
72
13 33 53 73
Total 14 1,402,994 34 54
1,180,311 74

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 3 127,543 23 99,897
43
63
2. Bonds and other fixed-yield securities 4 5,710,224 24 5,015,818
44
64
3. Mutual investment fund units 5 805,193 25 685,994
45
65
4. Bank deposits 6 26 46 66
5. Sundry financial investments 7 27 47 67
III. Other assets 8 55,883 28 39,557
48
68
IV. Cash and cash equivalents 9 154,195 29 119,925
49
69
Securities to be settled, payables and sundry liabilities 10 (33,291) 30 (24,894)
50
70
11 31 51 71
Total 12 6,819,748 32 5,936,297 72
52

UNIPOL 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 3 127,543 23 99,897
43
63
2. Bonds and other fixed-yield securities 4 403,207 24 420,169
44
64
3. Mutual investment fund units 5 400,690 25 356,619
45
65
4. Bank deposits 6 26 46 66
5. Sundry financial investments 7 27 47 67
III. Other assets 8 4,733 28 4,733
48
68
IV. Cash and cash equivalents 9 23,546 29 23,546
49
69
Securities to be settled, payables and sundry liabilities 10 (7,606) 30 (7,606)
50
70
11 31 51 71
Total 12 952,113 32 897,359 72
52

Annex 12/08

Annex 12/10

Unipol Assicurazioni 2024 Annual Report

ARCO

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 4 111,992 24 114,256
44
64
3. Mutual investment fund units 5 5,208 25 3,885
45
65
4. Bank deposits 6 26 46 66
5. Sundry financial investments 7 27 47 67
III. Other assets 8 966 28 966
48
68
IV. Cash and cash equivalents 9 999 29 999
49
69
Securities to be settled, payables and sundry liabilities 10 82 30 82
50
70
11 31 51 71
Total 12 119,246 32 120,187 72
52

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 4 210,834 24 210,525
44
64
3. Mutual investment fund units 5 26,151 25 24,210
45
65
4. Bank deposits 6 26 46 66
5. Sundry financial investments 7 27 47 67
III. Other assets 8 1,783 28 1,783
48
68
IV. Cash and cash equivalents 9 4,729 29 4,729
49
69
Securities to be settled, payables and sundry liabilities 10 (218) 30 (218)
50
70
11 31 51 71
Total 12 243,279 32 241,030 72
52

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 4 185,573 24 186,741
44
64
3. Mutual investment fund units 5 20,363 25 18,798
45
65
4. Bank deposits 6 26 46 66
5. Sundry financial investments 7 27 47 67
III. Other assets 8 872 28 872
48
68
IV. Cash and cash equivalents 9 2,079 29 2,079
49
69
Securities to be settled, payables and sundry liabilities 10 654 30 654
50
70
11 31 51 71
Total 12 209,542 32 209,146 72
52

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 4 156,884 24 156,250
44
64
3. Mutual investment fund units 5 13,595 25 9,743
45
65
4. Bank deposits 6 26 46 66
5. Sundry financial investments 7 27 47 67
III. Other assets 8 1,669 28 1,669
48
68
IV. Cash and cash equivalents 9 233 29 233
49
69
Securities to be settled, payables and sundry liabilities 10 (563) 30 (563)
50
70
11 31 51 71
Total 12 171,818 32 167,332 72
52

Annex 12/13

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 4 128,029 24 124,376
44
64
3. Mutual investment fund units 5 9,635 25 6,391
45
65
4. Bank deposits 6 26 46 66
5. Sundry financial investments 7 27 47 67
III. Other assets 8 947 28 947
48
68
IV. Cash and cash equivalents 9 4,163 29 4,163
49
69
Securities to be settled, payables and sundry liabilities 10 (299) 30 (299)
50
70
11 31 51 71
Total 12 142,475 32 135,578 72
52

FONTE

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 4 776,038 24 795,685
44
64
3. Mutual investment fund units 5 123,947 25 108,814
45
65
4. Bank deposits 6 26 46 66
5. Sundry financial investments 7 27 47 67
III. Other assets 8 5,534 28 5,534
48
68
IV. Cash and cash equivalents 9 20,600 29 20,600
49
69
Securities to be settled, payables and sundry liabilities 10 (1,070) 30 (1,070)
50
70
11 31 51 71
Total 12 925,049 32 929,563 72
52

4 Tables appended to the Notes to the Financial Statements

Annex 12/21

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 4 410,849 24 410,479
44
64
3. Mutual investment fund units 5 41,457 25 37,542
45
65
4. Bank deposits 6 26 46 66
5. Sundry financial investments 7 27 47 67
III. Other assets 8 3,089 28 3,089
48
68
IV. Cash and cash equivalents 9 21,972 29 21,972
49
69
Securities to be settled, payables and sundry liabilities 10 (1,408) 30 (1,408)
50
70
11 31 51 71
Total 12 475,958 32 471,672 72
52

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 4 480,071 24 464,867
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 2,262 28 2,262
48
68
IV. Cash and cash equivalents 9 543 29 543
49
69
Securities to be settled, payables and sundry liabilities 10 (1,644) 30 (1,644)
50
70
11 31 51 71
Total 12 481,231 32 466,027 72
52

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 6,455 24 6,389
44
64
3. Mutual investment fund units 5 290 25 196
45
65
4. Bank deposits 6 26 46 66
5. Sundry financial investments 7 27 47 67
III. Other assets 8 72 28 72
48
68
IV. Cash and cash equivalents 9 197 29 197
49
69
Securities to be settled, payables and sundry liabilities 10 (230) 30 (230)
50
70
11 31 51 71
Total 12 6,784 32 6,625 72
52

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 5,910 24 5,749
44
64
3. Mutual investment fund units 5 272 25 192
45
65
4. Bank deposits 6 26 46 66
5. Sundry financial investments 7 27 47 67
III. Other assets 8 32 28 32
48
68
IV. Cash and cash equivalents 9 6 29 6
49
69
Securities to be settled, payables and sundry liabilities 10 (7) 30 (7)
50
70
11 31 51 71
Total 12 6,214 32 5,973 72
52

Annex 12/25

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 4 202,699 24 204,128
44
64
3. Mutual investment fund units 5 9,921 25 7,991
45
65
4. Bank deposits 6 26 46 66
5. Sundry financial investments 7 27 47 67
III. Other assets 8 1,877 28 1,877
48
68
IV. Cash and cash equivalents 9 3,437 29 3,437
49
69
Securities to be settled, payables and sundry liabilities 10 (406) 30 (406)
50
70
11 31 51 71
Total 12 217,528 32 217,028 72
52

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 96,661 24 44 96,058 64
3. Mutual investment fund units 5 4,552 25 45 3,484 65
4. Bank deposits 6 26 46 66
5. Sundry financial investments 7 27 47 67
III. Other assets 8 599 28 48 599 68
IV. Cash and cash equivalents 9 239 29 49 239 69
Securities to be settled, payables and sundry liabilities 10 (22) 30 50 (22) 70
11 31 51 71
Total 12 102,029 32 52 100,358 72

Annex 12/29

Annex 12/30

Annex 12/31

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 34,801 24 34,723
44
64
3. Mutual investment fund units 5 1,827 25 1,306
45
65
4. Bank deposits 6 26 46 66
5. Sundry financial investments 7 27 47 67
III. Other assets 8 344 28 344
48
68
IV. Cash and cash equivalents 9 302 29 302
49
69
Securities to be settled, payables and sundry liabilities 10 (28) 30 (28)
50
70
11 31 51 71
Total 12 37,246 32 36,646 72
52

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 4 258,269 24 258,080
44
64
3. Mutual investment fund units 5 13,551 25 9,520
45
65
4. Bank deposits 6 26 46 66
5. Sundry financial investments 7 27 47 67
III. Other assets 8 2,797 28 2,797
48
68
IV. Cash and cash equivalents 9 458 29 458
49
69
Securities to be settled, payables and sundry liabilities 10 (92) 30 (92)
50
70
11 31 51 71
Total 12 274,985 32 270,763 72
52

4 Tables appended to the Notes to the Financial Statements

Annex 12/32

Annex 12/34

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 4 454,685 24 454,141
44
64
3. Mutual investment fund units 5 23,860 25 16,650
45
65
4. Bank deposits 6 26 46 66
5. Sundry financial investments 7 27 47 67
III. Other assets 8 4,895 28 4,895
48
68
IV. Cash and cash equivalents 9 901 29 901
49
69
Securities to be settled, payables and sundry liabilities 10 (168) 30 (168)
50
70
11 31 51 71
Total 12 484,174 32 476,419 72
52

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 4 736,940 24 721,286
44
64
3. Mutual investment fund units 5 67,782 25 62,022
45
65
4. Bank deposits 6 26 46 66
5. Sundry financial investments 7 27 47 67
III. Other assets 8 5,201 28 5,201
48
68
IV. Cash and cash equivalents 9 24,721 29 24,721
49
69
Securities to be settled, payables and sundry liabilities 10 (6,017) 30 (6,017)
50
70
11 31 51 71
Total 12 828,627 32 807,213 72
52

Annex 12/35

Annex 12/36

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 4 185,000 24 180,999
44
64
3. Mutual investment fund units 5 13,200 25 11,588
45
65
4. Bank deposits 6 26 46 66
5. Sundry financial investments 7 27 47 67
III. Other assets 8 443 28 443
48
68
IV. Cash and cash equivalents 9 1,168 29 1,168
49
69
Securities to be settled, payables and sundry liabilities 10 (4,332) 30 (4,332)
50
70
11 31 51 71
Total 12 195,479 32 189,866 72
52

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 4 174,461 24 170,917
44
64
3. Mutual investment fund units 5 9,597 25 7,043
45
65
4. Bank deposits 6 26 46 66
5. Sundry financial investments 7 27 47 67
III. Other assets 8 1,440 28 1,440
48
68
IV. Cash and cash equivalents 9 9,631 29 9,631
49
69
Securities to be settled, payables and sundry liabilities 10 (1,518) 30 (1,518)
50
70
11 31 51 71
Total 12 193,611 32 187,512 72
52

4 Tables appended to the Notes to the Financial Statements

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 33,137 24 32,039
44
64
3. Mutual investment fund units 5 1,445 25 1,013
45
65
4. Bank deposits 6 26 46 66
5. Sundry financial investments 7 27 47 67
III. Other assets 8 181 28 181
48
68
IV. Cash and cash equivalents 9 120 29 120
49
69
Securities to be settled, payables and sundry liabilities 10 (228) 30 (228)
50
70
11 31 51 71
Total 12 34,656 32 33,125 72
52

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 245,950
4
24 239,585
44
64
3. Mutual investment fund units 13,169
5
25 10,318
45
65
4. Bank deposits 6 26 46 66
5. Sundry financial investments 7 27 47 67
III. Other assets 2,580
8
28 2,580
48
68
IV. Cash and cash equivalents 5,175
9
29 5,175
49
69
Securities to be settled, payables and sundry liabilities (1,907)
10
30 (1,907)
50
70
11 31 51 71
Total 264,968 32
12
255,751 72
52

Annex 12/37

Annex 12/39

Annex 12/40

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 88,877 24 86,352 64
44
3. Mutual investment fund units 5 4,681 25 3,705
45
65
4. Bank deposits 6 26 46 66
5. Sundry financial investments 7 27 47 67
III. Other assets 8 763 28 763
48
68
IV. Cash and cash equivalents 9 56 29 56
49
69
Securities to be settled, payables and sundry liabilities 10 (745) 30 (745)
50
70
11 31 51 71
Total 12 93,633 32 90,131 72
52

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 4 322,901 24 318,624
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 12,802 28 12,802
48
68
IV. Cash and cash equivalents 9 28,918 29 28,918
49
69
Securities to be settled, payables and sundry liabilities 10 (5,517) 30 (5,517)
50
70
11 31 51 71
Total 12 359,104 32 354,827 72
52

4 Tables appended to the Notes to the Financial Statements

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 3,274,382
1
11 3,274,382
21
Provision for unexpired risks 17,241
2
12 17,241
22
Carrying amount 3,291,624 13
3
23
3,291,624
Claims provision:
Provision for compensations and direct expenses 9,076,587
4
14 9,076,587
24
Provision for settlement expenses 666,129
5
15 666,129
25
Provision for claims incurred but not reported 1,166,195
6
16 1,166,195
26
Carrying amount 10,908,911 17
7
27
10,908,911

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 25,430,632 11 21 25,430,632
Premiums carried forward 2 80,979 12 22 80,979
Mortality risk provision . 3 7,421 13 23 7,421
Supplementing provisions 4 192,557 14 24 192,557
Carrying amount 5 25,711,589 15 25 25,711,589
Provision for profit sharing and reversals 6 4,416 16 26 4,416

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 11 42 21 6,573 31 44
Provisions in the year + 2 78 12 28,256 22 193,212 32 30,728
Other increases + 3 1,553 13 13,476 23 465,262 33 26,709
Uses in the year – 4 177 14 6,520 24 59,617 34 31,281
Other decreases – 5 15 25 10,319 35
Carrying amount 6 1,455 16 35,254 26 595,110 36 26,200

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 3,743,024 3 4 1,115,918 21,607
5
6 4,880,549
Bonds 7 8 9 10 73,896 1,500
11
12 75,396
Loans 13 14 695,000 15 16 6,015 17 18 701,015
Mutual investment units 19 20 21 22 23 24
Bank deposits 25 26 27 28 1,451 29 30 1,451
Sundry financial investments 31 32 33 34 35 36
Deposits with ceding companies 37 38 332,577 39 40 41 42 332,577
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 25,379 57 58 2 47,680
59
60 73,061
Receivables relating to
reinsurance business 61 62 2,768 63 64 65 66 2,768
Other receivables 67 68 232,837 69 70 24,213 2
71
72 257,051
Bank deposits and post office accounts 73 74 768 75 76 1,207,185 77 78 1,207,953
Sundry assets 79 80 3,104 81 82 10,758 136
83
84 13,998
Total 85 86 5,035,457 87 88 2,439,439 89 70,925 90 7,545,821
of which subordinated assets 91 92 93 94 95 96

II: Liabilities

Holding
companies Subsidiaries Affiliates Associates Others Total
Subordinated liabilities 97 98 99 100 101 102
Deposits received from reinsurers 103 104 105 106 107 108
Payables arising from
direct insurance business 109 170
110
111 2
112
4,543
113
4,715
114
Payables arising from
reinsurance business 115 5,998
116
117 118 119 5,998
120
Payables to banks and financial institutions 121 122 123 124 125 126
Collateralised payables 127 128 129 130 131 132
Other loans and other financial payables 133 134 135 136 137 138
Sundry payables 139 753,796
140
141 1,591
142
491
143
755,878
144
Sundry liabilities 145 28,078
146
147 78
148
2,350
149
30,506
150
Total 151 152
788,041 153
154
1,672 155
7,384 156 797,097

Annex 17

4 Tables appended to the Notes to the Financial Statements

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 6,212 31
b) sureties and endorsements given in the interest of associates and other investees 2 1,094,240 32
c) sureties and endorsements given in the interest of third parties 3 13,137 33 8
d) other personal guarantee given in the interest of holding companies, subsidiaries and affiliates 4 34 127,332
e) other personal guarantee given in the interest of associates and other investees 5 35
f) other personal guarantees given in the interest of third parties 6 281 36
g) collateral for bonds of holding companies, subsidiaries and affiliates 7 37 25,151
h) collateral for bonds of associates and other investees 8 38
i) collateral for bonds of third parties 9 357 39
l) guarantees given for company bonds 10 410,670 40
m) assets deposited for inwards reinsurance operations 11 2,399 41
Total 12 1,527,295 42 152,491
II. Guarantees received:
a) group companies, associates and other investees 13 2,800 43
b) third parties 14 109,838 44
Total 15 112,638 45
III. Guarantees given by third parties in the interest of the company:
a) group companies, associates and other investees 16 10,050 46 8
b) third parties 17 87,179 47 36
Total 18 97,229 48 43
IV. Commitments:
a) commitments for purchases with resale obligation 19 49
b) commitments for sales with repurchase obligation 20 50
c) other commitments 21 7,799,101 51 100
Total 22 7,799,101 52 100
V. Assets attributable to pension funds managed in the name and on behalf of third parties 23 719,268 53
VI. Securities deposited with third parties 24 58,422,184 54 7,851,021
Total 25 59,141,452 55 7,851,021

Annex 18

Statement of commitments for transactions on derivative contracts

Year Previous year
Purchase Sale Purchase Sale
Derivative contracts (1) (2) (1) (2) (1) (2) (1) (2)
Futures on shares 1 16,594 101 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 6 848,283 106 101,164 26 607,576 126 (17,418) 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 9 100,000 109 466 29 100,000 129 (10) 49 149 69 169
other 10 110 30 130 50 150 70 170
Swaps: on currencies 11 38,021 111 (4,372) 31 131 51 151 71 171
on rates 12 3,619,700 112 (51,963) 32 132 52 152 72 172
other 13 343,136 113 65,124 33 133 53 153 73 173
Other transactions 14 114 34 927,438 134 (35,677) 54 154 74 174
Total 15 4,965,734 115 110,419 35 1,635,013 135 (53,105) 55 155 75 175

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

4 Tables appended to the Notes to the Financial Statements

Annex 19

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) 1 671,167 2 700,278 3 312,840 4 265,782 5 (4,308)
Land Vehicle TPL (class 10) 6 2,964,818 7 2,950,304 8 2,115,204 9 628,285 10 (1,398)
Land Vehicle Hulls (class 3) 11 1,052,283 12 994,944 13 599,359 14 338,087 15 (17,741)
Sea, air and transport insurance
(classes 4, 5, 6, 7, 11 and 12)
16 37,709 17 37,817 18 18,941 19 16,917 20 (6,372)
Fire and Other damage to property (classes 8 and 9) 21 1,345,689 22 1,287,219 23 766,971 24 458,096 25 (120,745)
General TPL (class 13) 26 781,987 27 789,054 28 347,809 29 255,158 30 (13,547)
Credit and bonds (classes 14 and 15) 31 55,567 32 56,071 33 (13,350) 34 23,448 35 (19,382)
Misc pecuniary losses (class 16) 36 82,463 37 80,942 38 24,298 39 33,241 40 (2,751)
Legal expenses (class 17) 41 86,843 42 85,680 43 8,225 44 34,620 45 (4,243)
Assistance (class 18) 46 227,836 47 226,394 48 103,901 49 89,460 50 (4)
Total direct insurance business 51 7,306,361 52 7,208,702 53 4,284,198 54 2,143,094 55 (190,490)
Indirect insurance business 56 552,130 57 518,246 58 372,459 59 143,909 60 335
Total Italian portfolio 61 7,858,492 62 7,726,948 63 4,656,656 64 2,287,003 65 (190,155)
Foreign portfolio 66 45,619 67 81,276 68 103,284 69 15,399 70 1,235
Grand total 71 7,904,111 72 7,808,224 73 4,759,941 74 2,302,403 75 (188,920)

Annex 20

Summarised information on Life business regarding premiums and the reinsurance balance

Direct business Indirect business Total
Gross premiums: 1 3,601,178 422
11
21 3,601,600
a) 1. for individual policies 2 1,610,859 12 22 1,610,859
2. for collective policies 3 1,990,319 422
13
23 1,990,741
b) 1. periodic premiums 4 637,614 422
14
24 638,036
2. single premiums 5 2,963,564 15 25 2,963,564
c) 1. for contracts with no profit sharing 6 2,099,194 399
16
26 2,099,594
2. for contracts with profit sharing 7 2,902 23
17
27 2,925
3. for contracts when the investment
risk is borne by policyholders and
for pension funds
8 1,499,082 18 28 1,499,082
Reinsurance balance 9 (6,893) (302)
19
29 (7,195)

4 Tables appended to the Notes to the Financial Statements

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 1 247,052 41 64,696 81 311,748
Dividends and other income from shares and holdings of other companies 2 46,734 42 44,733 82 91,467
Total 3 293,787 43 109,429 83 403,216
Gains arising from investments in land and buildings 4 37,118 44 135 84 37,253
Gains on other investments:
Gains on bonds of group companies and investees 5 1,048 45 3,520 85 4,568
Interests on loans to group companies and investees 6 34,971 46 86 34,971
Gains arising from mutual investment fund units 7 66,765 47 80,066 87 146,831
Gains on bonds and other fixed-yield securities 8 285,962 48 762,242 88 1,048,204
Interest on loans 9 234 49 318 89 551
Gains on mutual investment units 10 50 90
Interest on bank deposits 11 5,916 51 769 91 6,685
Gains on sundry financial investments 12 72,939 52 17,375 92 90,315
Interest on deposits with ceding companies 13 1,725 53 15 93 1,740
Total 14 469,560 54 864,305 94 1,333,866
Reversals of value adjustments on investments regarding:
Land and buildings 15 55 95
Shares and holdings in group companies and investees 16 56 96
Bonds issued by group companies and investees 17 57 97
Other shares and holdings 18 9,916 58 4,251 98 14,167
Other bonds 19 12,489 59 47,396 99 59,885
Other financial investments 20 51,551 60 10,581 100 62,131
Total 21 73,956 61 62,228 101 136,184
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 55,337 65 83,987 105 139,323
Gains on other bonds 26 18,381 66 5,836 106 24,217
Gains on other financial investments 27 36,042 67 4,322 107 40,364
Total 28 109,760 68 94,145 108 203,905
GRAND TOTAL 29 984,181 69 1,130,243 109 2,114,423

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 9,328
Other financial investments 4 5,848
- of which income from bonds 5 3,482
Other assets 6 499
Total 7 15,675
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 23,857
Gains on other financial investments 11 991
- of which bonds 12 991
Other income 13 42
Total 14 24,889
Unrealised gains 15 137,851
GRAND TOTAL 16 178,416
II. Investments arising from pension fund management Amounts
Income from:
Investments in group companies and other investees 21
Other financial investments 22 116,764
- of which income from bonds 23 98,224
Other assets 24 4,183
Total 25 120,947
Gains on realisation of investments
Gains on investments in group companies and investees 26
Gains on other financial investments 27 43,232
- of which bonds 28 26,184
Other income 29
Total 30 43,232
Unrealised gains 31 177,192
GRAND TOTAL 32 341,370

4 Tables appended to the Notes to the Financial Statements

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 5,629 4,453 10,082
1 31 61
Expenses regarding investments in land and buildings 37,385 484 37,869
2 32 62
Expenses regarding bonds 16,753 51,078 67,830
3 33 63
Expenses regarding mutual investment fund units 1,043 1,485 2,528
4 34 64
Expenses regarding mutual investment units
5
35 65
Expenses regarding sundry financial investments 95,487 26,808 122,295
6 36 66
Interest on deposits received from reinsurers 1,793 140 1,932
7 37 67
Total 158,088 38
8
84,449 68 242,537
Value adjustments to investments regarding:
Land and buildings 36,277 789 37,066
9 39 69
Shares and holdings in group companies and investees 61,838
10
40 61,838
70
Bonds issued by group companies and investees 11 41 71
Other shares and holdings 4,437 14,724 19,161
12 42 72
Other bonds 1,722 3,167 4,889
13 43 73
Other financial investments 20,198 39,718 59,915
14 44 74
Total 124,472 45
15
58,398 75 182,870
Losses on realisation of investments
Capital losses on the disposal of land
and buildings 16 46 76
Losses on shares and holdings 59,261 45,073 104,335
17 47 77
Losses on bonds 3,055 397 3,453
18 48 78
Losses on other financial investments 22,523 737 23,260
19 49 79
Total 84,840 50
20
46,208 80 131,047
GRAND TOTAL 367,399 51
21
189,055 81 556,454

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 4 226
Other assets 5 23,955
Total 6 24,182
Losses on realisation of investments
Capital losses on the disposal of land and buildings 7
Losses on investments in group companies and investees 8 9
Losses on mutual investment funds 9 3,380
Losses on other financial investments 10 220
Other charges 11
Total 12 3,609
Unrealised losses 13 4,070
GRAND TOTAL 14 31,860
II. Investments arising from pension fund management Amounts
Operating expenses arising from:
Investments in group companies and investees 21
Other financial investments 22 3,103
Other assets 23 78,024
Total 24 81,127
Losses on realisation of investments
Losses on investments in group companies and investees 25
Losses on other financial investments 26 9,961
Other charges 27
Total 28 9,961
Unrealised losses 29 21,929
GRAND TOTAL 30 113,017

Non-Life business - Summary of technical accounts by individual class - Italian portfolio

Class code 1
Health
(name)
+ 1 1 73,757
2 2 (16,758)
3 3 49,137
4 4 (1,836)
+ 5 5 (4,052)
6 6 18,402
A 7 7 20,759
B 8 8 (107)
C 9 9 (9,135)
D 10 10
E 11 11 10,721
(A + B + C - D + E) 12 22,238
Accident
(name)
597,410
(12,353)
263,703
(123)
(5,511)
247,248
93,424
(4,201)
12,398
40
16,538
118,119 12
Class code 7
Goods in transit Class code 8
Fire
(name) (name)
Direct business gross of reinsurance
Written premiums + 1 17,345 1 688,459
Change in premium provision (+ or -) 2 (173) 2 50,145
Charges relating to claims 3 4,788 3 339,745
Change in sundry technical provisions (+ or -) 4 4
Balance of other technical items (+ or -) + 5 (877) 5 (10,657)
Operating expenses 6 7,316 6 228,947
Technical balance of direct business (+ or -) A 7 4,537 7 58,965
Outwards reinsurance (+ or -) B 8 (4,281) 8 (79,453)
Indirect business net result (+ or -) C 9 9 635
Change in equalisation provisions (+ or -) D 10 52 10 5,175
Investment income transferred from the non-technical account E 11 322 11 42,772
Technical result (+ or -) (A + B + C - D + E) 12 526 12 17,744
Class code 13 Class code 14
General TPL
(name)
+
781,987
1

(7,066)
2

347,809
3

(48)
4
+
(9,428)
5

254,889
6
176,976
A
7
B
(13,547)
8
4,750
C
9
D
10
E
75,617
11
Credit
(name)
Direct business gross of reinsurance
Written premiums 1 329
Change in premium provision (+ or -) 2 33
Charges relating to claims 3 (81)
Change in sundry technical provisions (+ or -) 4
Balance of other technical items (+ or -) 5
Operating expenses 6 42
Technical balance of direct business (+ or -) 7 334
Outwards reinsurance (+ or -) 8
Indirect business net result (+ or -) 9
Change in equalisation provisions (+ or -) 10 39
Investment income transferred from the non-technical account 11 73
Technical result (+ or -) (A + B + C - D + E) 12 243,795 12 367

Annex 25

Class code 3 Class code 4 Class code 5 Class code 6
Land Vehicle Hulls Railway rolling stock Aircraft Marine vessels
(name) (name) (name) (name)
1 1,052,283 791
1
836
1
6,442
1
2 57,338 2 24 2
(40)
138
2
3 599,359 (670)
3
50
3
4,614
3
4 4 4 4
5 (2,540) 5 (18)
5
(49)
5
6 337,877 69
6
344
6
2,354
6
7 55,168 1,368
7
464
7
(714)
7
8 (17,741) (1)
8
(983)
8
(857)
8
9 (424) 9 (64)
9
9
10 3,828 10 10 10
11 21,960 11 23 11
50
178
11
12 55,135 12 1,389 12 (534) 12 (1,394)
Class code 9 Class code 10 Class code 11 Class code 12
Other damage to property Land Vehicle TPL Aircraft TPL Marine TPL
(name) (name) (name) (name)
1 657,230 2,964,818
1
2,054
1
10,240
1
2 8,324 14,515
2
(31)
2
(26)
2
3 427,226 2,115,204
3
1,677
3
8,482
3
4 4 4 4
5 (4,693) (72,599)
5
(5)
5
(51)
5
6 227,268 628,020
6
944
6
5,723
6
7 (10,281) 134,481
7
(542)
7
(3,990)
7
8 (41,292) (1,398)
8
(214)
8
(35)
8
9 (221) (9,523)
9
(21)
9
14
9
10 511 10 10 10
11 18,771 167,120
11
57
11
554
11
12 (33,535) 12 290,679 12 (721) 12 (3,457)
Class code 15 Class code 16 Class code 17 Class code 18
Bonds Pecuniary losses Legal expenses Assistance
(name) (name) (name) (name)
1 55,238 82,463
1
86,843
1
227,836
1
2 (537) 1,521
2
1,164
2
1,442
2
3 (13,269) 24,298
3
8,225
3
103,901
3
4 4 4 4
5 (382)
23,005
(399)
5
33,160
(340)
5
33,816
(1,028)
5
89,460
6 45,659 6
23,085
6
43,299
6
32,006
7 (19,382) 7
(2,751)
7
(4,243)
7
(4)
8
9
6 8
9
8
52 9
265
8
39
9
10 10 10 10
11 4,638 1,166
11
1,603
11
2,978
11
12 30,921 12 21,552 12 40,925 12 35,019

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 7,306,361 11 361,222 21 552,130 31 1,220 41 7,496,049
Change in premium provision (+ or -) 2 97,659 12 6,544 22 33,885 32 116 42 124,884
Charges relating to claims 3 4,284,198 13 58,988 23 372,459 33 1,001 43 4,596,667
Change in sundry technical provisions (+ or -) 4 (2,007) 14 24 219 34 5 44 (1,793)
Balance of other technical items (+ or -) + 5 (112,630) 15 (16,974) 25 (3,225) 35 (163) 45 (98,718)
Operating expenses 6 2,138,884 16 88,226 26 143,909 36 270 46 2,194,296
Technical result (+ or -) 7 674,998 17 190,490 27 (1,566) 37 (335) 47 483,277
Change in equalisation provisions (+ or -) 48 9,646
Investment income transferred from the non-technical account + 9 355,063 29 10,076 49 365,139
Technical result (+ or -) 10 1,030,060 20 190,490 30 8,511 40 (335) 50 838,770

Annex 27

Life business - Summary of technical accounts by individual class - Italian portfolio

Class code I Class code
II
Class code III
Whole and term life Marriage-birth Invest. funds
(name) (name) (name)
Direct business gross of reinsurance
Written premiums + 1 1,954,597 1 1 129,685
Charges relating to claims 2 2,090,163 2 2 137,602
Change in mathematical provisions and sundry technical provisions (+ or -) 3 246,024 3 3 136,281
Balance of other technical items (+ or -) + 4 (40,567) 4 4 16,880
Operating expenses 5 148,788 5 5 12,317
Income from investments net of the share transferred to the non-technical account
(*)
+ 6 717,540 6 6 147,468
Direct business result, gross of reinsurance (+ or -)
A
7 146,596 7 7 7,834
Outwards reinsurance result (+ or -)
B
8 (3,601) 8 8
Indirect business net result (+ or -)
C
9 223 9 9
Technical result (+ or -)
(A + B + C)
10 143,218 10 10 7,834
Class code IV Class code V Class code VI
Health Capitalisation Pension funds
(name) (name) (name)
Direct business gross of reinsurance
Written premiums + 1 15,569 1 131,930 1 1,369,397
Charges relating to claims 2 34 2 438,732 2 853,877
Change in mathematical provisions and sundry technical provisions (+ or -) 3 4,079 3 (216,588) 3 743,457
Balance of other technical items (+ or -) + 4 6 4 (6,376) 4 31,992
Operating expenses 5 598 5 6,879 5 6,041
Income from investments net of the share transferred to the non-technical account
(*)
+ 6 288 6 123,182 6 228,647
Direct business result, gross of reinsurance (+ or -)
A
7 11,152 7 19,711 7 26,660
Outwards reinsurance result (+ or -)
B
8 (3,292) 8 8
Indirect business net result (+ or -)
C
9 9 9
Technical result (+ or -)
(A + B + C)
10 7,860 10 19,711 10 26,660

(*) 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 + 3,601,178
1
11 8,525 14
21
2
31
41 3,592,665
Charges relating to claims 3,520,407
2
12 1,882 116
22
33
32
42 3,518,609
Change in mathematical provisions and other
technical provisions (+ or -)
913,255
3
13 350 (1,258)
23
(968)
33
43 912,615
Balance of other technical items (+ or -) + 1,935
4
14 1,301 (1)
24
34 44 633
Operating expenses 174,622
5
15 700 4
25
35 45 173,926
Investment income transferred to the
non-technical account (*)
+ 1,217,125
6
10
26
46 1,217,135
Technical result (+ or -) 211,953 17
7
6,893 27 1,160 37 937 47 205,283

(*) 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 (60,714)
Change in equalisation provisions (+ or -) D 10 19
Investment income transferred from the non-technical account E 11 22,667
Technical result (+ or -) (A + B + C - D + E) 12 (38,066)
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

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 (526) Technical result (+ or -) (A + B + C) 10 (526)

Operating expenses – 5

(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.

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 11,021
2
3 2,909
4
627
5
14,557
6
Dividends and other income from shares and holdings 7 172,994
8
9 138,630
10
125
11
311,748
12
Gains on bonds 13 14 15 4,493
16
76
17
4,568
18
Interest on loans 19 34,971
20
21 22 23 34,971
24
Gains on other financial investments 25 22,350
26
27 28 29 22,350
30
Interest on deposits with ceding companies 31 934
32
33 34 35 934
36
Total 37 38
242,270 39
40
146,031 41
828 42 389,129
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 1,961
50
51 63,349
52
53 65,310
54
Recovery of expenses and administrative charges 55 66,432
56
57 135
58
115
59
66,682
60
Other gains and amounts recovered 61 2,216
62
63 3,187
64
922
65
6,325
66
Total 67 68
70,609 69
70
66,672 71
1,037 72 138,318
Gains on realisation of investments (*) 73 74
362 75
76 77 78
362
Extraordinary income 79 80
70,013 81
82
274 83
84
70,287
GRAND TOTAL 85 86
383,253 87
88
212,977 89
1,865 90 598,095
Holding
II: Charges companies Subsidiaries Affiliates Associates Others Total
Investment management expenses and
interest expense:
Investment charges 91 1,638
92
93 18,616
94
5
95
20,259
96
Interest on subordinated liabilities 97 98 99 100 101 102
Interest on deposits received from reinsurers 103 104 105 106 107 108
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 17
128
129 130 131 17
132
Interest on other payables 133 24,397
134
135 13
136
137 24,411
138
Impairment losses on receivables 139 140 141 142 143 144
Administrative charges and third-party expenses 145 211
146
147 148 (1)
149
210
150
Sundry charges 151 4,226
152
153 202
154
2,316
155
6,744
156
Total 157 158
30,490 159
160
18,832 161
2,320 162 51,641
Charges and unrealised losses on investments benefiting
policyholders that bear the risk and arising from pension
fund management 163 164 165 9
166
167 9
168
Losses on realisation of investments (*) 169 312
170
171 172 173 312
174
Extraordinary expenses 175 21,461
176
177 178 185
179
21,646
180
GRAND TOTAL 181 182
52,263 183
184
18,841 185
2,505 186 73,608

(*) With reference to the counterparty in the transaction

Annex 30

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 7,269,483 5 11 3,596,581 15 21 10,866,064 25
in other Member States of the European
Union 2 6 23,368 12 16 3,721 22 26 27,089
in other countries 3 7 13,510 13 17 876 23 27 14,386
Total 4 7,269,483 8 36,878 14 3,596,581 18 4,597 24 10,866,064 28 41,475

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 365,510
1
46,954
31
412,465
61
- Social security contributions 98,412
2
12,727
32
111,139
62
- Allocation to the post-employment benefits
and similar obligations
25,675
3
3,337
33
29,012
63
- Sundry personnel expenses 73,665
4
9,379
34
83,044
64
Total 563,262 35
5
72,397 65 635,660
Foreign portfolio:
- Remuneration 6 36 66
- Social security contributions 7 37 67
- Sundry personnel expenses 8 38 68
Total 9 39 69
Comprehensive total 563,262 40
10
72,397 70 635,660
Self-employment expenses:
Italian portfolio 277,170
11
41 277,170
71
Foreign portfolio 12 42 72
Total 277,170 43
13
73
277,170
Total self-employment expenses 840,432 44
14
72,397 74 912,830
II: Breakdown of personnel expenses Non-Life business Life business Total
Investment management expenses 14,424
15
6,636
45
21,060
75
Charges relating to claims 427,288
16
3,473
46
430,761
76
Other acquisition costs 116,936
17
18,439
47
135,375
77
Other administrative expenses 214,643
18
39,521
48
254,163
78
Administrative charges and third-party expenses 67,141
19
4,329
49
71,471
79
Other charges 20 50 80
Total 840,432 51
21
72,397 81 912,830
Total 95 6,678
Others 94 1
Wage earning 93
Office workers 92 6,505
Executives 91 172
III: Average headcount in the year Number
IV: Directors and Statutory Auditors Number Fees due
Directors 96 19 98 3,367
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 2024 and at 31 December 2023

Amounts in €k
ASSETS 2024 2023
Subscribed capital, unpaid
Intangible assets
Acquisition costs being amortised 84,549
Start-up costs, goodwill and other long-term costs 2,054,418 103
Total intangible assets 2,138,966 103
Investments and cash and cash equivalents
I Land and buildings 897,441
II Investments in group companies and other investees
Shares and holdings 4,880,549 7,544,256
Bonds 75,396 3,000
Loans 701,015 450,000
III Other financial investments
Shares and holdings 1,587,637
Mutual investment fund units 5,650,399
Bonds 29,499,065 454,809
Loans 21,424
Mutual investment units
Sundry financial investments 179,558
IV Deposits with ceding companies 435,168
V Cash and cash equivalents 1,273,290 822,221
Total investments and cash and cash equivalents 45,200,943 9,274,287
Investments benefiting life business policyholders that bear
the risk arising from pension fund management
Linked to investment funds and market indices 1,403,522
Arising from pension fund management 6,819,748
Total 8,223,270
Receivables
I Arising from direct insurance and reassurance business
Policyholders for premiums 602,459
Intermediaries 929,647
Insurance and reinsurance companies 355,986
Policyholders and third parties for amounts to be collected 180,662
II Other receivables 3,119,534 300,120
Total receivables 5,188,287 300,120
Other assets
Tangible assets and inventories 88,561 506
Other assets 1,606,371 255,979
Total other assets 1,694,932 256,485
TOTAL ASSETS 62,446,398 9,830,995

Statement A

2024 2023
LIABILITIES AND SHAREHOLDERS' EQUITY
Shareholders' equity
Share capital 3,365,292 3,365,292
Equity reserves and unallocated profit 2,950,022 2,435,204
Retained profit (loss)
Profit (loss) for the year 775,991 377,820
Negative reserve for treasury shares (14,058) (1,438)
Total shareholders' equity 7,077,248 6,176,878
Subordinated liabilities 1,750,000
Technical provisions, net of the quotas ceded and retroceded
Non-Life premium provision 3,194,542
Non-Life claims provision 10,388,173
Other Non-Life business provisions 69,886
Life business mathematical provisions 25,699,880
Life business provision for amounts payable 239,814
Other Life business provisions 103,072
Total technical provisions 39,695,368
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 1,403,522
Arising from pension fund management 6,819,748
Total 8,223,270
Provisions for risks and charges
Post-employment benefits and similar obligations 1,455
Provisions for taxes 35,254 42
Other provisions 595,110 6,573
Total provisions for risks and charges
Payables and other liabilities
631,819 6,615
Arising from direct insurance and reinsurance business
Intermediaries 42,300
Insurance and reinsurance company current accounts 91,871
Insurance and reinsurance company deposit accounts 119,616
Sundry payables 60,289
II
Bond loans
2,402,000 2,402,000
III
Sundry loans and other financial payables
33,439
IV
Post-employment benefits
26,200 44
V
Other payables
Policyholders' tax due 156,160
Sundry tax payables 116,344 663
Sundry payables 905,602 1,186,401
VI
Other liabilities
1,114,871 58,394
Total payables and other liabilities 5,068,693 3,647,502
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY 62,446,398 9,830,995

5 Additional tables appended to the Notes to the Financial Statements

Statement B

Reclassified income statement

Amounts in €k

2024 2023
TECHNICAL ACCOUNT Life Non-Life Total Life Non-Life Total
Direct business gross of reinsurance
(+) Written premiums 3,601,178 7,306,361 10,907,539
(-) Change in technical provisions and premium provision 913,677 109,296 1,022,973
(-) Charges relating to claims 3,520,407 4,284,198 7,804,605
(+) Balance of other technical items 2,356 (108,632) (106,276)
(-) Operating expenses 174,622 2,138,884 2,313,506
(+) Net income from investments (1) 1,217,180 387,806 1,604,986 484,429 484,429
Direct business gross result 212,008 1,053,158 1,265,165 484,429 484,429
Outwards reinsurance result (6,893) (190,490) (197,383)
Indirect business net result (357) (61,964) (62,322)
Technical account result 204,757 800,704 1,005,461 484,429 484,429
NON-TECHNICAL ACCOUNT
(+) Income from investments (2) 98,917 228,975 327,892
(+) Other income 69,552 253,535 323,087 40,448 40,448
(-) Other charges 93,869 553,796 647,665 161,639 161,639
Profit (loss) from ordinary operations 279,357 729,418 1,008,775 363,238 363,238
(+) Extraordinary income 2,192 208,327 210,519 16,052 16,052
(-) Extraordinary expenses 25,902 192,132 218,034 13,849 13,849
Pre-tax profit (loss) 255,647 745,613 1,001,260 365,441 365,441
(-) Taxes 47,813 177,456 225,269 (12,379) (12,379)
NET PROFIT (LOSS) 207,834 568,157 775,991 377,820 377,820

(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 2024 and 31 December 2023

Equity reserves and unallocated profit
Amounts in €k Share
Capital
Share
premium
reserve
Revaluation
reserve
Legal
reserve
Statutory
reserve
Reserve for
holding
company
shares
Other
reserve
Profit for the
year
Negative
reserve for
treasury shares
Total
Balances at 31 december 2022 3,365,292 1,345,677 673,058 318,873 362,986 (2,359) 6,063,528
Allocation profit 2022
- Legal reserve
- Extraordinary reserve 97,595 (97,595)
- Shareholders' dividend (265,390) (265,390)
Expired dividends
Operations involving treasury
shares
920 920
Profit for 2023 377,820 377,820
Balances at 31 december 2023 3,365,292 1,345,677 673,058 416,468 377,820 (1,438) 6,176,878
Effect of Merger 96,559 313,074 (2,861) 406,771
Allocation profit 2023
- Legal reserve
- Extraordinary reserve 105,186 (105,186)
- Shareholders' dividend (272,634) (272,634)
Expired dividends
Operations involving treasury
shares
(9,758) (9,758)
Profit for 2024 775,991 775,991
Balances at 31 december 2024 3,365,292 1,345,677 96,559 673,058 834,727 775,991 (14,058) 7,077,248

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 3,365,292
Capital reserves: 1,801,234 1,345,677
Share premium reserve 1,345,677 A,B,C 1,345,677 (2)
Legal reserve 455,556 B
Income-related reserves: 1,148,789 931,287
Legal reserve 217,502 B
Revaluation reserve 96,559 A,B,C 96,559 (3)
Merger surplus 409,605 A,B,C 409,605
Extraordinary reserve 425,123 A,B,C 425,123
Negative reserve for treasury shares (14,058) (14,058) (4)
Total 6,301,257 2,262,906
Non-distributable portion (5)
Residual distributable portion 2,262,906

(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 2024

31/12/2024
31/12/2023
SOURCES OF FINANCING
CASH FLOWS GENERATED BY OPERATIONS
Profit (loss) for the year 775,991 377,820
Increase (decrease) in reserves 774,397
premium reserves and other Non-Life technical provisions 105,676
Non-Life claims provisions (141,925)
Life technical provisions 810,646
Increase (decrease) in funds 294,055 (6,053)
Accumulated amortisation/depreciation 148,328 151
Provisions for risks and charges 145,727 (6,203)
Investments 1,498,476 231,207
Value adjustments of bonds and other fixed income securities 7,168
Value adjustments of equity investments and holdings 138,636
Decrease in investments in bonds and other fixed income securities 471,816 213,103
Decrease in investments in shares and holdings 18,104
Decrease in investments in property 288,993
Decrease in class D investments
Decrease in loans 591,862
(Increase) decrease in the change in receivables and other assets net of payables and
other liabilities 533,725 241,755
Increase (decrease) in subordinated liabilities
Increase (decrease) in deposits received from reinsurers (9,749)
Decrease in bank deposits
Decrease in other commitments 649
OTHER SOURCES OF FINANCING
Effect of Merger 537,636
TOTAL SOURCES 4,404,531 845,379
USES OF CASH
Investments: 2,237,685 718,637
Increase in investments in bonds and other fixed income securities
Increase in investments in shares and holdings 1,239,657 238,438
Increase in investments in property
Write-backs of bonds and other fixed income securities 59,885
Write-backs of equity investments and holdings 76,298
Increase in class D investments 861,844
Increase in loans 450,000
Increase in bank deposits 92,087
Other cash commitments 244,967 30,199
Dividends distributed 272,606 265,390
TOTAL USES 2,847,345 984,026
Increase (decrease) in cash and cash equivalents 1,557,186 (138,647)
TOTAL 4,404,531 845,379
Bank accounts/cash available at the start of the year 253,740 960,868
Bank accounts/cash available at the end of the year 1,273,290 822,221

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 2,013 389 2,402
Law 823/73 533 34 567
Law 576/75 255 247 502
Law 295/1978 and subs. Amend.
(2426/86)
1,045 212 1,257
Law 72/83 1,355 422 1,777
Law 413/91 2,985 1,183 4,168
DECREE LAW 185/08 43,364 9,173 52,537
Total 51,550 11,660 63,210 (*)

(*) net of accumulated depreciation.

Statement of changes in property, plant and equipment and intangible assets

Amounts in €k

TANGIBLE ASSETS
2023
Change due to Merger Increases Decreases 2024
Office furniture and
machines
49,858 24,991 20,467 54,382
Motor vehicles
Plant and equipment 21,446 15,201 7,377 29,270
Inventories and sundry
goods
506
4,380 24 4,910
Total tangible assets
506
75,683 40,216 27,844 88,561
INTANGIBLE ASSETS
Acquisition commissions 84,205 32,679 32,336 84,549
Other acquisition costs
Start-up and expansion
costs
Goodwill 1,689,241 96,373 1,592,868
Other multiannual costs
103
417,012 133,701 89,267 461,550
Total intangible assets 103
2,190,458
166,380 217,975 2,138,966

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
Issuer Currency Carrying amount
31/12/24
Interest rate Maturity Early
repayment
Level of
subordination
ABANCA CORPORACION BANCARIA SA EUR 703 FIX TO CMS 07/04/2030 YES TIER 2
ABANCA CORPORACION BANCARIA SA EUR 4,996 FIX TO CMS 11/12/2036 YES TIER 2
ABERTIS INFRAESTRUCTURAS FINANCE BV EUR 26,731 FIX TO CMS PERPETUAL YES OTHER CLAUSES
ABN AMRO BANK NV EUR 100 FIXED 15/01/2032 NO SR NO PREFERRED
ABN AMRO BANK NV EUR 5,136 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 988 FIX TO CMS PERPETUAL YES TIER 1
ACCOR EUR 1,993 FIX TO CMS PERPETUAL YES OTHER CLAUSES
ACHMEA B.V. EUR 9,363 FIX TO CMS 24/09/2039 YES TIER 2
ACHMEA B.V. EUR 44,373 FIX TO FLOATER PERPETUAL YES TIER 2
AEGON NV EUR 5,013 FIX TO CMS PERPETUAL YES TIER 1
AGEAS - EX FORTIS EUR 15,406 FIX TO FLOATER 02/07/2049 YES TIER 2
AGEAS INSURANCE SA/NV EUR 69,310 FIX TO CMS 30/06/2047 YES TIER 2
AIB GROUP PLC EUR 2,490 FIX TO CMS 20/05/2035 YES TIER 2
AIB GROUP PLC EUR 19,875 FIX TO CMS 30/05/2031 YES TIER 2
ALLIANZ SE EUR 26,202 FIX TO FLOATER 06/07/2047 YES TIER 2
ALLIANZ SE EUR 2,550 FIX TO FLOATER 25/09/2049 YES TIER 2
ALLIANZ SE EUR 7,002 FIX TO FLOATER 26/07/2054 YES TIER 2
ALSTOM EUR 5,000 FIX TO CMS PERPETUAL YES OTHER CLAUSES
APICIL PREVOYANCE EUR 4,011 FIXED 03/10/2034 YES TIER 2
ARGENTUM (ZURICH INS) EUR 9,986 FIX TO FLOATER 01/10/2046 YES TIER 2
ARGENTUM NETHERLANDS BV SWISS LIFE EUR 16,536 FIX TO FLOATER PERPETUAL YES TIER 2
ARKEMA EUR 13,569 FIX TO CMS PERPETUAL YES OTHER CLAUSES
AROUNDTOWN SA EUR 19,863 CMS/CMT PERPETUAL YES OTHER CLAUSES
AROUNDTOWN SA EUR 950 FIX TO CMS PERPETUAL YES OTHER CLAUSES
ASR NEDERLAND NV EUR 1,482 FIX TO CMS 02/05/2049 YES TIER 2
ASR NEDERLAND NV EUR 6,105 FIX TO CMS 29/09/2045 YES TIER 2
ASR NEDERLAND NV EUR 4,424 FIX TO CMS PERPETUAL YES TIER 1
AT&T INC EUR 2,981 FIX TO CMS PERPETUAL YES OTHER CLAUSES
ATF NETHERLANDS BV EUR 423 CMS/CMT PERPETUAL YES OTHER CLAUSES
ATHORA HOLDING LTD EUR 6,961 FIXED 10/09/2034 YES TIER 2
AVIVA PLC EUR 11,337 FIX TO FLOATER 04/12/2045 YES TIER 2
AXA SA EUR 55,101 FIX TO CMS PERPETUAL YES TIER 2
AXA SA EUR 26,169 FIX TO FLOATER 06/07/2047 YES TIER 2
AXA SA EUR 38,166 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 1,983 FIXED 14/01/2027 NO SR NO PREFERRED
BANCO BILBAO VIZCAYA ARGENTARIA SA EUR 9,982 FIX TO CMS 08/02/2036 YES TIER 2
BANCO BILBAO VIZCAYA ARGENTARIA SA EUR 4,925 FIX TO CMS 15/09/2033 YES TIER 2
BANCO BILBAO VIZCAYA ARGENTARIA SA EUR 11,482 FIX TO FLOATER 13/01/2031 YES SR NO PREFERRED
BANCO BILBAO VIZCAYA ARGENTARIA SA EUR 8,525 FIX TO FLOATER 14/01/2029 YES SR NO PREFERRED
BANCO BPM SPA EUR 1,001 FIXED 18/02/2025 NO SR NO PREFERRED
BANCO BPM SPA EUR 5,366 FIX TO CMS 18/06/2034 YES TIER 2
BANCO BPM SPA EUR 19,123 FIX TO CMS 19/01/2032 YES TIER 2
BANCO BPM SPA EUR 994 FIX TO FLOATER 14/06/2028 YES SR NO PREFERRED
BANCO BPM SPA EUR 4,981 FIX TO FLOATER 17/01/2030 YES SR NO PREFERRED
BANCO BPM SPA EUR 22,450 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 4,800 FIX TO CMS 17/05/2032 YES TIER 2
BANCO COMERCIAL PORTUGUES SA EUR 26,494 FIX TO CMS 27/03/2030 YES TIER 2

Amounts in €k

Carrying amount Early Level of
Issuer Currency 31/12/24 Interest rate Maturity repayment subordination
BANCO DE CREDITO SOCIAL COOP EUR 8,985 FIX TO CMS 27/11/2031 YES TIER 2
BANCO DE SABADELL SA EUR 4,609 FIXED 06/05/2026 NO TIER 2
BANCO DE SABADELL SA EUR 1,001 FIXED 27/03/2025 NO SR NO PREFERRED
BANCO DE SABADELL SA EUR 22,117 FIX TO CMS 07/02/2029 YES SR NO PREFERRED
BANCO DE SABADELL SA EUR 32,008 FIX TO CMS 08/09/2026 YES SR NO PREFERRED
BANCO DE SABADELL SA EUR 9,398 FIX TO CMS 16/06/2028 YES SR NO PREFERRED
BANCO DE SABADELL SA EUR 22,589 FIX TO CMS 17/01/2030 YES TIER 2
BANCO DE SABADELL SA EUR 8,935 FIX TO CMS 27/06/2034 YES TIER 2
BANCO SANTANDER SA EUR 27,478 FIXED 04/04/2026 NO TIER 2
BANCO SANTANDER SA EUR 1,338 FIXED 04/11/2031 NO SR NO PREFERRED
BANCO SANTANDER SA EUR 4,979 FIXED 05/01/2026 NO SR NO PREFERRED
BANCO SANTANDER SA EUR 18,474 FIXED 08/02/2028 NO TIER 2
BANCO SANTANDER SA EUR 5,002 FIXED 17/01/2025 NO SR NO PREFERRED
BANCO SANTANDER SA EUR 42,038 FIXED 18/03/2025 NO TIER 2
BANCO SANTANDER SA EUR 7,693 FIXED 23/06/2027 NO SR NO PREFERRED
BANCO SANTANDER SA EUR 9,179 FIX TO CMS 22/04/2034 YES TIER 2
BANCO SANTANDER SA EUR 9,994 FIX TO CMS 23/08/2033 YES TIER 2
BANCO SANTANDER SA EUR 3,559 FIX TO CMS PERPETUAL YES TIER 1
BANK OF IRELAND GROUP PLC EUR 4,167 FIX TO CMS 11/08/2031 YES TIER 2
BANK OF IRELAND GROUP PLC EUR 500 FIX TO CMS PERPETUAL YES TIER 1
BANK POLSKA KASA OPIEKI SA EUR 1,994 FIX TO FLOATER 24/09/2030 YES SR NO PREFERRED
BANKINTER SA EUR 4,964 FIX TO CMS 13/09/2031 YES SR NO PREFERRED
BANKINTER SA EUR 14,458 FIX TO CMS 25/06/2034 YES TIER 2
BANQUE FEDERATIVE DU CREDIT MUTUEL EUR 1,779 CMS/CMT PERPETUAL YES TIER 1
BANQUE FEDERATIVE DU CREDIT MUTUEL EUR 18,498 FIXED 06/11/2029 NO SR NO PREFERRED
BANQUE FEDERATIVE DU CREDIT MUTUEL EUR 18,960 FIXED 11/01/2034 NO TIER 2
BANQUE FEDERATIVE DU CREDIT MUTUEL EUR 14,990 FIXED 11/09/2025 NO TIER 2
BANQUE FEDERATIVE DU CREDIT MUTUEL EUR 3,780 FIXED 15/03/2029 NO SR NO PREFERRED
BANQUE FEDERATIVE DU CREDIT MUTUEL EUR 9,139 FIXED 19/01/2032 NO SR NO PREFERRED
BANQUE FEDERATIVE DU CREDIT MUTUEL EUR 4,538 FIXED 21/02/2031 NO SR NO PREFERRED
BANQUE FEDERATIVE DU CREDIT MUTUEL EUR 3,992 FIXED 26/01/2028 NO SR NO PREFERRED
BAWAG GROUP AG EUR 2,461 FIX TO CMS 23/09/2030 YES TIER 2
BAWAG GROUP AG EUR 5,980 FIX TO CMS 24/02/2034 YES TIER 2
BELFIUS BANK SA EUR 40,022 FIXED 11/05/2026 NO TIER 2
BELFIUS BANK SA EUR 10,032 FIX TO CMS 11/06/2035 YES TIER 2
BELFIUS BANK SA EUR 6,473 FIX TO CMS 19/04/2033 YES TIER 2
BELFIUS BANK SA EUR 2,305 FIX TO CMS PERPETUAL YES TIER 1
BNP PARIBAS CARDIF SA EUR 92,566 FIX TO FLOATER PERPETUAL YES TIER 2
BNP PARIBAS SA EUR 4,006 FIXED 01/10/2026 NO TIER 2
BNP PARIBAS SA EUR 9,558 FIXED 04/09/2026 NO SR NO PREFERRED
BNP PARIBAS SA EUR 11,245 FIXED 07/04/2032 NO SR NO PREFERRED
BNP PARIBAS SA EUR 14,893 FIXED 11/01/2027 NO TIER 2
BNP PARIBAS SA EUR 4,000 FIXED 13/02/2034 NO SR NO PREFERRED
BNP PARIBAS SA EUR 1,998 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 5,996 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 18,249 FIX TO FLOATER 01/09/2028 YES SR NO PREFERRED
BNP PARIBAS SA EUR 201 FIX TO FLOATER 10/01/2032 YES SR NO PREFERRED
BNP PARIBAS SA EUR 7,011 FIX TO FLOATER 11/07/2030 YES SR NO PREFERRED
BNP PARIBAS SA EUR 10,367 FIX TO FLOATER 13/01/2029 YES SR NO PREFERRED
BP CAPITAL MARKETS PLC EUR 3,505 FIX TO CMS PERPETUAL YES OTHER CLAUSES
BPCE SA EUR 15,772 FIXED 13/07/2028 NO SR NO PREFERRED
BPCE SA EUR 14,309 FIXED 14/01/2032 NO SR NO PREFERRED
BPCE SA EUR 10,302 FIX TO CMS 25/01/2035 YES TIER 2
BPCE SA EUR 7,990 FIX TO CMS 26/02/2036 YES TIER 2

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
BPCE SA EUR 7,933 FIX TO FLOATER 02/03/2029 YES SR NO PREFERRED
BPCE SA EUR 14,939 FIX TO FLOATER 02/03/2030 YES SR NO PREFERRED
BPCE SA EUR 10,922 FIX TO FLOATER 11/01/2035 YES SR NO PREFERRED
BPCE SA EUR 5,014 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 21,980 FIX TO FLOATER 01/02/2028 YES SR NO PREFERRED
BPER BANCA EUR 22,945 FIX TO FLOATER 11/09/2029 YES SR NO PREFERRED
BRITISH TELECOMMUNICATIONS PLC EUR 19,354 FIX TO CMS 18/08/2080 YES OTHER CLAUSES
CAIXABANK SA EUR 986 FIXED 12/11/2026 NO SR NO PREFERRED
CAIXABANK SA EUR 14,474 FIX TO CMS 17/04/2030 YES TIER 2
CAIXABANK SA EUR 18,646 FIX TO CMS 23/02/2033 YES TIER 2
CAIXABANK SA EUR 12,173 FIX TO CMS 25/10/2033 YES TIER 2
CAIXABANK SA EUR 603 FIX TO CMS PERPETUAL YES TIER 1
CAIXABANK SA EUR 3,976 FIX TO FLOATER 09/02/2032 YES SR NO PREFERRED
CAIXABANK SA EUR 9,736 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 4,989 FIX TO FLOATER 19/07/2034 YES SR NO PREFERRED
CESKA SPORITELNA AS EUR 2,985 FIX TO FLOATER 03/07/2031 YES SR NO PREFERRED
CNP ASSURANCES EUR 1,154 CMS/CMT PERPETUAL YES TIER 1
CNP ASSURANCES EUR 12,443 FIXED 05/02/2029 NO TIER 2
CNP ASSURANCES EUR 2,707 FIX TO CMS 05/06/2045 YES TIER 2
CNP ASSURANCES EUR 497 FIX TO CMS PERPETUAL YES TIER 1
CNP ASSURANCES EUR 29,044 FIX TO FLOATER 10/06/2047 YES TIER 2
CNP ASSURANCES EUR 10,167 FIX TO FLOATER 27/07/2050 YES TIER 2
COMMERZBANK AG EUR 68,375 FIXED 20/01/2034 NO SR NO PREFERRED
COMMERZBANK AG EUR 17,451 FIXED 22/01/2027 NO SR NO PREFERRED
COMMERZBANK AG EUR 46,539 FIXED 23/03/2026 NO TIER 2
COMMERZBANK AG EUR 5,188 FIXED 30/03/2027 NO TIER 2
COMMERZBANK AG EUR 2,990 FIX TO CMS 05/10/2033 YES TIER 2
COMMERZBANK AG EUR 13,046 FIX TO CMS 05/12/2030 YES TIER 2
COMMERZBANK AG EUR 5,456 FIX TO CMS 16/10/2034 YES TIER 2
COMMERZBANK AG EUR 8,154 FIX TO FLOATER 17/01/2031 YES SR NO PREFERRED
COMMERZBANK AG EUR 10,400 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 4,558 ZERO COUPON 20/11/2026 NO SR NO PREFERRED
COOPERATIEVE RABOBANK UA EUR 15,514 FIXED 10/01/2030 NO SR NO PREFERRED
COOPERATIEVE RABOBANK UA EUR 581 FIX TO CMS PERPETUAL YES TIER 1
COOPERATIEVE RABOBANK UA EUR 10,152 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 EUR 1,452 FIX TO CMS PERPETUAL YES OTHER CLAUSES
CREDIT AGRICOLE ASSURANCES EUR 25,122 FIX TO CMS 27/09/2048 YES TIER 2
CREDIT AGRICOLE ASSURANCES EUR 9,319 FIX TO CMS 29/01/2048 YES TIER 2
CREDIT AGRICOLE ASSURANCES EUR 95,080 FIX TO CMS PERPETUAL YES TIER 2
CREDIT AGRICOLE S.A. EUR 25,125 FIXED 17/03/2027 NO TIER 2
CREDIT AGRICOLE S.A. EUR 4,602 FIXED 20/04/2028 NO SR NO PREFERRED
CREDIT AGRICOLE S.A. EUR 4,971 FIXED 22/04/2034 NO SR NO PREFERRED
CREDIT AGRICOLE S.A. EUR 200 FIXED 26/02/2036 NO SR NO PREFERRED
CREDIT AGRICOLE S.A. EUR 13,598 FIX TO FLOATER 21/09/2029 YES SR NO PREFERRED
CREDIT AGRICOLE S.A. EUR 5,041 FIX TO FLOATER 22/04/2026 YES SR NO PREFERRED
CREDIT AGRICOLE S.A. EUR 4,939 FIX TO FLOATER 22/04/2027 YES SR NO PREFERRED
CREDIT AGRICOLE SA/LONDON EUR 3,033 FIXED 05/03/2029 NO SR NO PREFERRED
CREDIT AGRICOLE SA/LONDON EUR 33,942 FIXED 20/12/2026 NO SR NO PREFERRED
CREDIT LOGEMENT SA EUR 9,097 FIX TO CMS 15/02/2034 YES TIER 2
CREDIT MUTUEL ARKEA EUR 17,650 FIXED 09/02/2029 NO TIER 2

Amounts in €k

Issuer
Currency
31/12/24
Interest rate
Maturity
repayment
subordination
CREDIT MUTUEL ARKEA
EUR
12,957
FIXED
11/03/2031
NO
TIER 2
CREDIT MUTUEL ARKEA
EUR
19,611
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
13,378
FIX TO CMS
16/12/2030
YES
TIER 2
CRELAN SA
EUR
8,601
FIX TO CMS
30/04/2035
YES
TIER 2
DANSKE BANK
EUR
16,476
FIX TO CMS
09/01/2032
YES
SR NO PREFERRED
DANSKE BANK
EUR
13,996
FIX TO CMS
14/05/2034
YES
TIER 2
DANSKE BANK
EUR
5,281
FIX TO CMS
21/06/2030
YES
SR NO PREFERRED
DEUTSCHE BANK AG
EUR
64,972
FIXED
17/02/2025
NO
TIER 2
DEUTSCHE BANK AG
EUR
21,779
FIXED
20/01/2027
NO
SR NO PREFERRED
DEUTSCHE BANK AG
EUR
5,520
FIX TO CMS
PERPETUAL
YES
TIER 1
DEUTSCHE BANK AG
EUR
20,447
FIX TO FLOATER
05/09/2030
YES
SR NO PREFERRED
DEUTSCHE BANK AG
EUR
14,672
FIX TO FLOATER
17/02/2027
YES
SR NO PREFERRED
DEUTSCHE BANK AG
EUR
22,752
FIX TO FLOATER
17/02/2032
YES
SR NO PREFERRED
DEUTSCHE BANK AG
EUR
975
FIX TO FLOATER
23/02/2028
YES
SR NO PREFERRED
DEUTSCHE BANK AG
EUR
31,723
ZERO COUPON
15/10/2026
NO
SR NO PREFERRED
DEUTSCHE BANK AG
EUR
20,957
ZERO COUPON
20/01/2032
NO
SR NO PREFERRED
DEUTSCHE BANK AG
EUR
53,146
ZERO COUPON
26/11/2042
YES
SR NO PREFERRED
DEUTSCHE BANK AG LONDON
EUR
86,538
INDEXED
01/02/2033
NO
SR NO PREFERRED
DEUTSCHE PFANDBRIEFBANK AG
EUR
2,008
CMS/CMT
28/06/2027
YES
TIER 2
DZ BANK AG
EUR
20,000
FIXED
05/08/2032
NO
TIER 2
ELECTRICITE DE FRANCE SA
EUR
57,202
FIX TO CMS
PERPETUAL
YES
OTHER CLAUSES
ELIA GROUP SA/NV
EUR
14,992
FIX TO CMS
PERPETUAL
YES
OTHER CLAUSES
ELM BV (HELVETIA SCHWEIZ)
EUR
9,921
FIX TO FLOATER
29/09/2047
YES
TIER 2
ELM BV (SWISS LIFE)
EUR
9,982
FIX TO FLOATER
PERPETUAL
YES
TIER 2
ENEL SPA
EUR
23,529
FIX TO CMS
PERPETUAL
YES
OTHER CLAUSES
ENERGIAS DE PORTUGAL
EUR
16,500
FIX TO CMS
23/04/2083
YES
OTHER CLAUSES
ENERGIAS DE PORTUGAL
EUR
4,472
FIX TO CMS
29/05/2054
YES
OTHER CLAUSES
ENGIE SA
EUR
17,462
FIX TO CMS
PERPETUAL
YES
OTHER CLAUSES
ENI SPA
EUR
2,231
FIX TO CMS
PERPETUAL
YES
OTHER CLAUSES
ERSTE GROUP BANK AG
EUR
4,533
FIX TO CMS
15/11/2032
YES
TIER 2
EUROBANK ERGASIAS SA
EUR
8,958
FIX TO CMS
25/04/2034
YES
TIER 2
GAS NATURAL FENOSA FINANCE BV
EUR
22,387
FIX TO CMS
PERPETUAL
YES
OTHER CLAUSES
GENERALI SPA
EUR
18,429
FIXED
04/05/2026
NO
TIER 2
GENERALI SPA
EUR
32,825
FIX TO FLOATER
08/06/2048
YES
TIER 2
GENERALI SPA
EUR
38,986
FIX TO FLOATER
14/12/2047
YES
TIER 2
GENERALI SPA
EUR
16,372
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
18,464
FIXED
24/09/2028
NO
TIER 2
HANNOVER RUECKVERSICHERU-REG
EUR
4,522
FIX TO FLOATER
09/10/2039
YES
TIER 2
HANNOVER RUECKVERSICHERU-REG
EUR
28,172
FIX TO FLOATER
PERPETUAL
YES
TIER 2
HSBC HOLDINGS PLC
EUR
37,511
FIXED
30/06/2025
NO
TIER 2
HSBC HOLDINGS PLC
EUR
15,043
FIX TO CMS
22/03/2035
YES
TIER 2
HSBC HOLDINGS PLC
EUR
1,489
FIX TO CMS
PERPETUAL
YES
TIER 1
IBERCAJA BANCO SA
EUR
7,632
FIX TO CMS
23/07/2030
YES
TIER 2
IKB DEUTSCHE INDUSTRIEBK
EUR
9,850
CMS/CMT
31/01/2028
YES
TIER 2
ING GROEP NV
EUR
4,985
FIX TO CMS
15/08/2034
YES
TIER 2
ING GROEP NV
EUR
10,436
FIX TO CMS
20/02/2035
YES
TIER 2
ING GROEP NV
EUR
512
FIX TO CMS
26/05/2031
YES
TIER 2
Carrying amount Early Level of

5 Additional tables appended to the Notes to the Financial Statements

Amounts in €k

Carrying amount Early Level of
Issuer Currency 31/12/24 Interest rate Maturity repayment subordination
ING GROEP NV EUR 3,997 FIX TO CMS 26/08/2035 YES TIER 2
INTESA SANPAOLO SPA EUR 2,500 FIX TO CMS 14/11/2036 YES TIER 2
KBC GROEP NV EUR 13,212 FIX TO CMS 17/04/2035 YES TIER 2
KBC GROEP NV EUR 2,613 FIX TO CMS PERPETUAL YES TIER 1
KONINKLIJKE FRIESLANDCAMPINA N EUR 5,495 FIX TO CMS PERPETUAL YES OTHER CLAUSES
KONINKLIJKE KPN NV EUR 953 FIX TO CMS PERPETUAL YES OTHER CLAUSES
LA BANQUE POSTALE SA EUR 12,659 FIXED 09/06/2028 NO TIER 2
LA BANQUE POSTALE SA EUR 40,445 FIXED 17/01/2030 NO SR NO PREFERRED
LA BANQUE POSTALE SA EUR 8,862 FIXED 23/06/2031 NO SR NO PREFERRED
LA BANQUE POSTALE SA EUR 4,387 FIX TO CMS 02/08/2032 YES TIER 2
LA BANQUE POSTALE SA EUR 12,008 FIX TO CMS 21/09/2028 YES SR NO PREFERRED
LA BANQUE POSTALE SA EUR 580 FIX TO CMS PERPETUAL YES TIER 1
LA MONDIALE SAM EUR 3,004 FIXED 20/04/2026 YES TIER 3
LA MONDIALE SAM EUR 2,929 FIXED 23/06/2031 YES TIER 2
LA MONDIALE SAM EUR 2,899 FIX TO CMS PERPETUAL YES TIER 1
LA MONDIALE SAM EUR 62,653 FIX TO CMS PERPETUAL YES TIER 2
LA POSTE SA EUR 13,536 FIX TO CMS PERPETUAL YES OTHER CLAUSES
LANDESBANK BADEN-WUERTTEMBERG EUR 15,991 FIXED 28/09/2026 NO TIER 2
LLOYDS BANKING GROUP PLC EUR 9,973 FIX TO CMS 05/04/2034 YES TIER 2
MACIF EUR 3,537 FIX TO CMS PERPETUAL YES TIER 1
MANDATUM LIFE INSURANCE CO LTD EUR 15,998 FIX TO FLOATER 04/12/2039 YES TIER 2
MAPFRE SA EUR 30,704 FIX TO FLOATER 07/09/2048 YES TIER 2
MAPFRE SA EUR 1,020 FIX TO FLOATER 31/03/2047 YES TIER 2
MEDIOBANCA SPA EUR 8,739 FIXED 23/04/2025 NO SR NO PREFERRED
MEDIOBANCA SPA EUR 10,901 FIX TO CMS 23/11/2030 YES TIER 2
MEDIOBANCA SPA EUR 4,781 FIX TO FLOATER 02/11/2028 YES SR NO PREFERRED
MEDIOBANCA SPA EUR 4,983 FIX TO FLOATER 04/07/2030 YES SR NO PREFERRED
MEDIOBANCA SPA EUR 596,448 INDEXED 21/07/2027 YES TIER 2
MERCK KGAA EUR 9,759 FIX TO CMS 25/06/2079 YES OTHER CLAUSES
MITSUBISHI UFJ INVESTOR S&B LUX SA EUR 41,494 INDEXED 15/12/2050 NO TIER 1
MONTE PASCHI SIENA SPA EUR 31,040 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 21,841 FIX TO FLOATER 26/05/2049 YES TIER 2
NATIONAL BANK OF GREECE SA EUR 8,000 FIX TO CMS 28/06/2035 YES TIER 2
NATIONWIDE BUILDING SOCIETY EUR 4,989 FIX TO CMS 16/04/2034 YES TIER 2
NGG FINANCE PLC EUR 25,023 FIX TO CMS 05/09/2082 YES OTHER CLAUSES
NN GROUP NV EUR 45,261 FIX TO FLOATER PERPETUAL YES TIER 2
NORDEA BANK APB EUR 3,994 FIX TO CMS 23/02/2034 YES TIER 2
NORDEA BANK APB EUR 12,465 FIX TO CMS 29/05/2035 YES TIER 2
NORDEA BANK APB EUR 5,550 FIX TO CMS PERPETUAL YES TIER 1
NYKREDIT REALKREDIT AS EUR 9,348 FIXED 17/01/2028 NO SR NO PREFERRED
NYKREDIT REALKREDIT AS EUR 604 FIXED 20/01/2027 NO SR NO PREFERRED
OMV AG EUR 3,142 FIX TO CMS PERPETUAL YES OTHER CLAUSES
ORANGE SA (EX FRANCE TELECOM) EUR 39,714 FIX TO CMS PERPETUAL YES OTHER CLAUSES
ORSTED A/S (EX DONG ENERGY) EUR 3,296 FIX TO CMS 09/12/2150 YES OTHER CLAUSES
P&V ASSURANCES SCRL EUR 93,000 FIXED 13/07/2028 NO TIER 2
PERMANENT TSB GROUP HOLDINGS EUR 1,243 FIX TO CMS 19/08/2031 YES TIER 2
PHOENIX GROUP HOLDINGS PLC EUR 19,223 FIXED 24/01/2029 NO TIER 2
PIRAEUS FINANCIAL HOLDINGS SA EUR 5,971 FIX TO CMS 18/09/2035 YES TIER 2

Amounts in €k

Carrying amount Early Level of
Issuer Currency 31/12/24 Interest rate Maturity repayment subordination
PROXIMUS SA EUR 10,018 FIX TO CMS PERPETUAL YES OTHER CLAUSES
PRUDENTIAL FINANCIAL INC. EUR 90 FIX TO FLOATER 15/09/2047 YES TIER 2
RAIFFEISEN BANK INTERNATIONAL AG EUR 4,579 FIX TO CMS 17/06/2033 YES TIER 2
RAIFFEISEN BANK INTERNATIONAL AG EUR 1,706 FIX TO CMS PERPETUAL YES TIER 1
RAIFFEISEN BANK INTERNATIONAL AG EUR 12,077 FIX TO FLOATER 15/09/2028 YES SR NO PREFERRED
RAIFFEISEN BANK INTERNATIONAL AG EUR 4,989 FIX TO FLOATER 21/08/2029 YES SR NO PREFERRED
RAIFFEISENBANK AS EUR 4,999 FIX TO FLOATER 05/06/2030 YES SR NO PREFERRED
RCI BANQUE SA EUR 10,981 FIX TO CMS 09/10/2034 YES TIER 2
REPSOL INTERNATIONAL FINANCE BV EUR 18,635 FIX TO CMS 25/03/2075 YES OTHER CLAUSES
REPSOL INTERNATIONAL FINANCE BV EUR 10,952 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 20,400 FIX TO CMS 08/06/2046 YES TIER 2
SERVIZI ASS. DEL COMMERCIO ESTERO EUR 7,821 FIX TO CMS PERPETUAL YES TIER 2
SKANDINAVISKA ENSKILDA BANKEN EUR 8,104 FIXED 07/02/2028 NO SR NO PREFERRED
SKANDINAVISKA ENSKILDA BANKEN EUR 7,506 FIX TO CMS 27/11/2034 YES TIER 2
SOCIETE GENERALE EUR 10,467 FIXED 02/06/2033 NO TIER 2
SOCIETE GENERALE EUR 30,938 FIXED 12/06/2030 NO SR NO PREFERRED
SOCIETE GENERALE EUR 18,166 FIXED 27/02/2025 NO TIER 2
SOCIETE GENERALE EUR 13,586 FIXED 27/09/2028 NO SR NO PREFERRED
SOCIETE GENERALE EUR 26,993 FIX TO FLOATER 06/12/2030 YES SR NO PREFERRED
SOCIETE GENERALE EUR 7,956 FIX TO FLOATER 21/11/2031 YES SR NO PREFERRED
SOCIETE GENERALE EUR 8,010 FIX TO FLOATER 22/09/2028 YES SR NO PREFERRED
SOCIETE GENERALE EUR 12,947 FIX TO FLOATER 28/09/2029 YES SR NO PREFERRED
SOCIETÈ EUROPEENNE SATELLITE EUR 10,740 FIX TO CMS PERPETUAL YES OTHER CLAUSES
SOGECAP SA EUR 89,796 FIX TO CMS PERPETUAL YES TIER 2
SOGECAP SA EUR 10,425 FIX TO FLOATER 03/04/2045 YES TIER 2
SOGECAP SA EUR 4,984 FIX TO FLOATER 16/05/2044 YES TIER 2
STANDARD CHARTERED PLC EUR 18,166 FIX TO CMS 09/09/2030 YES TIER 2
STEDING HOLDING NV EUR 6,707 FIX TO CMS PERPETUAL YES OTHER CLAUSES
SUPERSTRADA PEDEMONTANA VENETA EUR 15,000 STEP UP 30/06/2027 NO OTHER CLAUSES
SVENSKA HANDELSBANKEN AB EUR 199 FIXED 15/02/2034 NO SR NO PREFERRED
SVENSKA HANDELSBANKEN AB EUR 942 FIXED 23/02/2029 NO SR NO PREFERRED
SVENSKA HANDELSBANKEN AB EUR 9,422 FIX TO CMS 01/06/2033 YES TIER 2
SWEDBANK AB EUR 97 FIXED 05/09/2030 NO SR NO PREFERRED
SWEDBANK AB EUR 8,231 FIXED 11/07/2028 NO SR NO PREFERRED
SWEDBANK AB EUR 2,426 FIXED 17/02/2027 NO SR NO PREFERRED
SWEDBANK AB EUR 2,895 FIX TO CMS 20/05/2027 YES SR NO PREFERRED
SWEDBANK AB EUR 7,277 FIX TO CMS 23/08/2032 YES TIER 2
SWISS LIFE FINANCE II AG EUR 5,967 FIX TO CMS 01/10/2044 YES TIER 2
SWISS RE FINANCE UK PLC EUR 9,550 FIX TO CMS 04/06/2052 YES TIER 2
SYENSQO SA EUR 2,468 FIX TO CMS PERPETUAL YES OTHER CLAUSES
SYNETERISTIKI INSURANCE CO. INC. EUR 1,500 INDEXED PERPETUAL YES TIER 1
TALANX AG EUR 53,912 FIX TO FLOATER 05/12/2047 YES TIER 2
TELEFONICA EUROPE BV EUR 65,403 FIX TO CMS PERPETUAL YES OTHER CLAUSES
THE SOUTHERN COMPANY EUR 15,514 FIX TO CMS 15/09/2081 YES OTHER CLAUSES
TOTALENERGIES SA EUR 11,832 FIX TO CMS PERPETUAL YES OTHER CLAUSES
UBS GROUP AG EUR 633 FIX TO CMS PERPETUAL YES TIER 1
UNIBAIL-RODAMCO SE EUR 20,904 FIX TO CMS PERPETUAL YES OTHER CLAUSES

5 Additional tables appended to the Notes to the Financial Statements

Amounts in €k

Issuer Currency Carrying amount
31/12/24
Interest rate Maturity Early
repayment
Level of
subordination
UNICAJA BANCO SA EUR 7,991 FIX TO CMS 11/09/2028 YES SR NO PREFERRED
UNICAJA BANCO SA EUR 5,087 FIX TO CMS 15/11/2027 YES SR NO PREFERRED
UNICAJA BANCO SA EUR 16,054 FIX TO CMS 22/06/2034 YES TIER 2
UNICREDIT SPA EUR 17,467 FIXED 20/01/2030 NO SR NO PREFERRED
UNICREDIT SPA EUR 23,580 FIX TO CMS 15/01/2032 YES TIER 2
UNICREDIT SPA EUR 16,530 FIX TO CMS 16/04/2034 YES TIER 2
UNICREDIT SPA EUR 19,060 FIX TO CMS 19/06/2032 YES TIER 2
UNICREDIT SPA EUR 23,963 FIX TO CMS PERPETUAL YES TIER 1
UNICREDIT SPA EUR 9,942 FIX TO FLOATER 16/02/2029 YES SR NO PREFERRED
UNICREDIT SPA EUR 16,472 FIX TO FLOATER 20/01/2026 YES SR NO PREFERRED
UNICREDIT SPA EUR 17,083 FIX TO FLOATER 22/07/2027 YES SR NO PREFERRED
UNICREDIT SPA EUR 12,972 FIX TO FLOATER 23/01/2031 YES SR NO PREFERRED
VATTENFALL AB EUR 31,785 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 1,879 FIX TO CMS PERPETUAL YES OTHER CLAUSES
VITTORIA ASSICURAZIONI SPA EUR 30,000 FIXED 11/07/2028 NO TIER 2
VODAFONE GROUP PLC EUR 1,350 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 15,356 FIX TO CMS PERPETUAL YES OTHER CLAUSES
ZURICH FINANCE (IRELAND) DAC EUR 1,713 FIX TO FLOATER 17/12/2052 YES TIER 2
Total 5,208,074

Additional tables appended to the Notes to the Financial Statements

List of properties

Amounts in €k

Property
Property
amount
Increase due
Purchases and
Write-backs and reversals
type (*)
code Address
31/12/2023
to merger
other Increases
2
0345
To - Chieri - Vicolo S.Antonio-Via V.Emanuele Ii Snc
139
2
2035
To - Collegno - Viale Gramsci 24
36
2
0248
To - Ivrea - Via Monte Stella 6
485
2
0251
To - Rivarolo Canavese - V.Gallo Pecca 22
168
2
0178
To - Torino - C.So Turati 74
52
2
0162
To - Torino - Corso Dante 119
502
1
0019
To - Torino - Corso Galileo Galilei 12/14
50,951
20,418
2
0019
To - Torino - Corso Galileo Galilei 12/14
2,949
998
1
7560
To - Torino - Corso Vittorio Emanuele 8, 3
73
1
2
7560
To - Torino - Corso Vittorio Emanuele 8, 3
462
4
1
1109
To - Torino - Lungo Dora Firenze 71
25,472
39
2
1109
To - Torino - Lungo Dora Firenze 71
1,194
2
2
0303
To - Torino - Via Arsenale 5
7,271
2
3510
To - Torino - Via Berthollet 46
16,275
9
1
0284
To - Torino - Via Carlo Alberto 59
2,467
10
2
0284
To - Torino - Via Carlo Alberto 59
1,777
5
1
3511
To - Torino - Via Marenco 15
17,511
43
2
3511
To - Torino - Via Marenco 15
51
2
0197
To - Torino - Via Monginevro 61
51
2
0206
To - Venaria - Via Tripoli 17
47
2
0328
Vc - Borgosesia - Via G. Ferrari 15
83
2
3003
Vc - Gattinara - Piazza Giuseppe Mazzini 3
1,046
17
1
0313
Cn - Alba - Corso Langhe 7
49
2
0313
Cn - Alba - Corso Langhe 7
78
2
2254 Al - Alessandria - Via Trotti 44/46
101
2
0033
Bi - Biella - Via Cova 10/A
76
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
4,860
2
0334
Ge - Camogli - Via Gaggini, 1
409
2
0067
Ge - Genova - Via Timavo 3
61
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
125
3
2
2259 Va - Busto Arsizio - Piazza Garibaldi 1
108
2
1044
Va - Busto Arsizio - Via Xx Settembre 8
159
2
0151
Va - Saronno - Via Diaz / Via Bossi 2
33
1
2200
Va - Varese - Via Carcano, 2
169
Net Carrying
of impairment losses

Transfers
between usage
classes
Sales and other
decreases
Value
adjustments
Depreciation for
the year
Net Carrying
amount
31/12/2024
Current value
31/12/2024
Total depreciation Total
write-backs
Total
write-downs
7 131 187 107
36
16 469 465 165
161 7
3 49 221 36 38
502
2,398 68,971 81,977 25,387 2,687
141 3,806 5,223 1,590 171
67 6
425 41
24,860 650
1,166 30
210 7,062 7,600 3,360 552
519 15,765 12,500 3,312
2,301 176
1,671 112
526 17,028 18,147 4,560
2 49 53 13
2 48 241 31 40
45 2
4 79 145 53
1,063 1,000 1,160 3,700
(48) 1
48 124 2
5 96 110 64 7
4 72 298 46 61
22 35
85
53
4,860
409
59 3
1
37 38 99
10 118 305 233
104 4
8 151 320 103
2 31 190 20 24
163 6

Additional tables appended to the Notes to the Financial Statements

List of properties

Amounts in €k
Property Property Net Carrying
amount
Increase due Purchases and Write-backs and reversals
type (*) code Address 31/12/2023 to merger other Increases of impairment losses
1 0007 Co - Como - Via Innocenzo Xi 13 1,186 7
2 0007 Co - Como - Via Innocenzo Xi 13 2,571 11
2 0264 Mi - Corsico - Via Vittorio Emanuele 10 151
2 2075 Mi - Legnano - Corso Italia 54 89
2 0265 Mi - Legnano - Via Porta / Corso Sempione 164 180
2 0555 Mi - Milano - C.So B. Aires 77-79-Via Doria 56
1 2122 Mi - Milano - Corso Di Porta Romana 19 39,254 145
2 2122 Mi - Milano - Corso Di Porta Romana 19 6,425 16
3 0005 Mi - Milano - Localita Trenno Snc 1,687
2 0005 Mi - Milano - Localita Trenno Snc 224
2 0086 Mi - Milano - P.Za Garibaldi 8 46
1 7701 Mi - Milano - Piazza Missori 2 86
2 7701 Mi - Milano - Piazza Missori 2 2,774
2 0078 Mi - Milano - Piazza Segesta 4 30
2 3018 Mi - Milano - Via Brugnatelli / Via Ettore Ponti Snc
2 2097 Mi - Milano - Via Casati, 39 1,623 11
2 0304 Mi - Milano - Via Castellanza 6/8/10 2,071
2 0239 Mi - Milano - Via Cechov 48 99
2 2222 Mi - Milano - Via Conservatorio 15 14,415 46
2 2223 Mi - Milano - Via Conservatorio 17 10,497 11
2 3042 Mi - Milano - Via G. Sanv Rosselli 1 - Lotto M14_Edificio Q3 205
2 0545 Mi - Milano - Via Larga 26 8,496 4
2 0095 Mi - Milano - Via Palmanova 189 58
1 2121 Mi - Milano - Via Pantano 26 570
2 2121 Mi - Milano - Via Pantano 26 656
1 2244 Mi - Milano - Via Rasori 2 1
2 3058 Mi - Milano - Via Ripamonti-Missaglia Snc 6
2 0006 Mi - Milano - Via Roncaglia 14 4
2 0298 Mi - Milano - Via Treccani Degli Alfieri 16-18-20-22-24-26 21,526 578
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 9,492 34
2 0445 Mi - Paderno Dugnano - Via Cadorna Ang.Via Pepe,2 (Via Piaggio 2) 187
2 3052 Mi - Pieve Emanuele - Via Dei Platani Snc 220
2 0230 Mi - Rozzano - Via Torino 85 141
1 4357 Mi - San Donato Milanese - Via Dell'Unione Europea 3 92,453 6,048
2 4357 Mi - San Donato Milanese - Via Dell'Unione Europea 3 54,015 2,830
2 0423 Bg - Lovere - Via S. Maria 35 69
2 2044 Cr - Cremona - Via Ingegneri 5 54
2 2143 Mn - Ostiglia - Via Xx Settembre 63/65/67 157
2 7520 Mb - Monza - Piazza Diaz 1 135

Transfers
between usage
classes
Sales and other
decreases
Value
adjustments
Depreciation for
the year
Net Carrying
amount
31/12/2024
Current value
31/12/2024
Total depreciation Total
write-backs
Total
write-downs
65 1,129 1,443 1,047
132 2,450 2,727 1,972 83
151
4 84 390 54 51
8 172 390 110
19
1,036 38,363 55,530 8,900 79
179 6,262 7,870 1,488
1,687 1,868 129
5 219 2 28 170
2 43 155 28 35
82 4
2,649 125
1 29 30 6
1
1,591 43
2,071
96 3
14,187 273
10,310 198
205
8,173 328
58
15 556 670 128 48
16 640
1
875
10
114
4
57
6 6 26
4
666 21,438 35,650 2,622
13 20
1 1
9,313 212
9 178 295 119
220 170 150
7 134 340 86 22
3,483 95,018 108,346 51,142 926
1,856 54,989 61,854 23,229 569
3 65 110 44 3
51 2
151 5
12 123 522 275 108

Additional tables appended to the Notes to the Financial Statements

List of properties

Amounts in €k
Property Property Net Carrying
amount
Increase due Purchases and Write-backs and reversals
type (*) code Address 31/12/2023 to merger other Increases of impairment losses
2 0104 Mb - Monza - Via S.Martino 2 107
2 2018 Bz - Bolzano - Via Perathoner 5 72
2 3030 Tn - Campo Carlo Magno - Via Cima Tosa 1,817
2 0508 Vr - Verona - Corso Cavour 35 328
2 0322 Vi - Bassano Del Grappa - Via Marinali 52 166
2 0262 Vi - Camisano Vicentino - Via Roma / Via Stadio 7 121
2 4375 Vi - Vicenza - C.So Felice E Fortunato 300 698
2 2257 Bl - Belluno - Via Feltre 244 37
2 0337 Tv - Castelfranco Veneto - Via M. Podgora / Borgo Vicenza 42 167
1 3204 Tv - Treviso - Via Pennacchi 1 723 9
2 3204 Tv - Treviso - Via Pennacchi 1 785 8
2 0512 Tv - Vittorio Veneto - L.Go Med.D'Oro Bortolotto, 1 193
2 0358 Ro - Ficarolo - Via Giglioli 5/1 - P.Zza Marconi 25 62
2 0485 Ud - Tarvisio - Via Roma 35 43
2 0490 Ud - Tolmezzo - Via Roma 9/A 170
1 0502 Ud - Udine - Via Poscolle,71 - M.Volpe,5 398 22
2 7731 Ts - Trieste - Via Marconi 6/8 92
2 0119 Pr - Parma - Via Collegio Nobili 4 76
2 4378 Pr - Parma - Via Saffi 82/B 2,727 49
2 2133 Mo - Modena - Piazza Medaglie D'Oro, 1 69
3 0523 Mo - Modena - Via M.Buonarroti Snc 20
2 2272 Mo - Modena - Via Rainusso 130 189 4
2 0103 Mo - Modena - Via Tabboni 9-11-13 / Viale Fabrizi 21 188
2 5212 Mo - Modena - Viale Trento E Trieste 13 294
2 0085 Bo - Bologna - Piazza Della Costituzione 1 - Albergo 24,107 14
1 4359 Bo - Bologna - Piazza Della Costituzione 2 21,774 195
2 4359 Bo - Bologna - Piazza Della Costituzione 2 42,067 284
1 4351 Bo - Bologna - Via Calzoni 8 8,479 82
2 4351 Bo - Bologna - Via Calzoni 8 2,728 21
1 3517 Bo - Bologna - Via Dei Fornacia 27 E 31 8,415 5
2 3517 Bo - Bologna - Via Dei Fornacia 27 E 31 421
1 4349 Bo - Bologna - Via Del Gomito 1 3,503 124
2 4349 Bo - Bologna - Via Del Gomito 1 8,439 253
1 4358 Bo - Bologna - Via Del Pilastro 52 17,308 588
2 8100 Bo - Bologna - Via Delle Lame 112 363
2 7381 Bo - Bologna - Via Delle Lame 114 210
2 3106 Bo - Bologna - Via Larga 8 - Hotel 15,453 180
2 3109 Bo - Bologna - Via Larga 8 - Parcheggio 14,961 42
2 3108 Bo - Bologna - Via Larga 8 - Piastra Commerciale 18,298 264
1 3105 Bo - Bologna - Via Larga 8 - Torre 17,879 24
2 3105 Bo - Bologna - Via Larga 8 - Torre 73,119 116
1 3107 Bo - Bologna - Via Larga 8 - Uffici 4,434 45
2 3107 Bo - Bologna - Via Larga 8 - Uffici 3,893 38
2 3103 Bo - Bologna - Via Larga Fronte Strada 1,781 79

Transfers
between usage
classes
Sales and other
decreases
Value
adjustments
Depreciation for
the year
Net Carrying
amount
31/12/2024
Current value
31/12/2024
Total depreciation Total
write-backs
Total
write-downs
5 102 700 65 80
3 69 300 45 62 12
89 1,728 2,330 1,234 343
16 312 540 207
159 7
6 116 211 74
672 26
2 35 104 22
9
21
158
711
215
835
135
181
11
360
22 771 935 194 397
10 183 212 158
3 59 112 39 6
2 41 68 28
8 162 298 109
18 402 540 215
86 6
4 73 501 45 46
53 2,723 2,800 669 710
67 3
20
10 183 340 142
8 180 645 87 81
23,204 14
917
280 435 188 78
736 21,233 23,994 10,516 37 746
1,361 40,990 44,756 17,566 74 1,461
382 8,179 7,918 5,484 408
121 2,629 2,532 1,690 123
257 8,163 5,534 2,116
12 409 226 83
(602) 105 2,920 2,868 1,158 335 220
602 291 9,003 9,132 3,700 1,086 726
477 17,419 13,700 6,002 538 8,489
25 337 510 600 116
189 21
507 15,125 21,800 6,281 2,953
496
609
14,507
17,953
15,500
20,000
5,922
6,740
2,216
2,775
(1,032) 559 16,311 17,094 6,549 2,402
1,032 2,463 71,804 75,106 28,802 10,555
149 4,330 4,733 1,719 685
130 3,801 4,917 1,548 644
53 1,806 2,355 237

Additional tables appended to the Notes to the Financial Statements

List of properties

Amounts in €k
Property
type (*)
Property Net Carrying
code Address
31/12/2023
amount
Increase due
to merger
Purchases and
other Increases
Write-backs and reversals
of impairment losses
2 4298 Bo - Bologna - Via Marziale 17-19-23-31 879 18
2 4253 Bo - Bologna - Via Mentana 2 1,996 16
2 0218 Bo - Bologna - Via Procaccini 17/G 164
2 4310 Bo - Bologna - Via Rolli 7-9 740 5
2 0325 Bo - Bologna - Via Savigno 1 188
1 4081 Bo - Bologna - Via Stalingrado 45-53 63,091 849
2 4081 Bo - Bologna - Via Stalingrado 45-53 7,115 77
2 2300 Bo - Bologna - Via Ugo Bassi 4-V. Terribilia 4-V. Della Zecca 2 39,553 2,411
2 4294 Bo - Bologna - Via Zacchi 1-3 518
2 4257 Bo - Bologna - Via Zago 2/2 595
2 4356 Bo - Bologna - Viale Majani 2 2,215
2 4355 Bo - Bologna - Viale Masini 26-56 5,731
2 0263 Bo - Castel Maggiore - Via Gramsci 192 139 3
2 4297 Bo - Crespellano - Via 2 Agosto 1980 3,178 26
2 0088 Bo - San Lazzaro Di Savena - Via Fantini - Via Palazzetti 1 - Albergo 14,259 1,024
2 0052 Ra - Faenza - Corso Mazzini 54/2 61
2 2165 Ra - Ravenna - Via Cesarea 11 83
1 4377 Ra - Ravenna - Via Faentina 106 30
2 4377 Ra - Ravenna - Via Faentina 106 1,767
2 0462 Ra - Ravenna - Via Porta Aurea 14 347
2 2033 Fc - Cesena - Vicolo Cesuola 14 75
2 4380 Fc - Forli' - Via Pietro Maroncelli 10 5,526 86
1 0130 Rn - Rimini - Via Roma 102 34
2 0130 Rn - Rimini - Via Roma 102 71
2 2153 Pu - Pesaro - Via Ardizi 14 49
2 4372 An - Ancona - Centro Direzionale Baraccola 717
1 4138 An - Ancona - Via 29 Settembre 2 213
2 4382 An - Ancona - Via Mamiani 4-6 1,212
2 0027 An - Ancona - Via Rismondo 14 102
2 0356 Fm - Fermo - P.Zza Del Popolo 37 116
2 0335 Lu - Capannori - Via Delle Poste Snc 149
2 0449 Pt - Pescia - Via Galeotti 59/61 93
2 0123 Pt - Pistoia - Via Stadio 6/A 90
2 0332 Fi - Campi Bisenzio - Via Dei Tintori 11 187
1 3502 Fi - Firenze - Piazza Della Liberta' 6 62,206 803
2 3502 Fi - Firenze - Piazza Della Liberta' 6 3,522 38
4 0526 Fi - Firenze - Posti Auto Parterre Via Madanna Della Tosse 9 2,279
2 7744 Fi - Firenze - Via Benedetto Marcello 2 48

Transfers
between usage
classes
Sales and other
decreases
Value
adjustments
Depreciation for
the year
Net Carrying
amount
31/12/2024
Current value
31/12/2024
Total depreciation Total
write-backs
Total
write-downs
18 29 850 1,160 110
91 1,921 2,150 1,131 493
7 157 330 77 5
24 721 1,100 98
9 179 320 119 64
2,932 61,008 78,450 56,002 26,826
315 6,877 9,100 5,776 3,102
843 40,671 41,050 6,348 15,601
17 501 705 72
579 16
2,134 82
189 5,543 5,940 773 256
6 135 305 81
3,120 83
14,881 402
3 59 240 37 41
4 79 240 50 5
1 29 32 19
83 1,684 2,008 1,069
17 330 415 223 12
4 71 191 46
173 5,439 5,650 2,245 1,032
2 32 211 21 26
3 68 449 44 54
2 47 200 30
688 29
199 14
37 1,174 1,380 377 429
4 98 535 45 53
5 111 146 58 11
8 142 190 119 10
89 4
87 4
180 7
1,901 61,109 63,907 16,123
107 3,453 3,693 921
2,279 2,005 350
45 3

Additional tables appended to the Notes to the Financial Statements

List of properties

Amounts in €k
Net Carrying
Property
type (*)
Property amount
code Address
31/12/2023
Increase due
to merger
Purchases and
other Increases
Write-backs and reversals
of impairment losses
2
0383
Fi - Firenze - Via L.Il Magnifico 2-Via Toscanelli 1-3 7,324 123
2
0235
Fi - Firenze - Via Lanza 73 120
1
3501
Fi - Firenze - Via Monaco 6 /Via Ghiacciaie 3 11,085 18
2
0386
Fi - Firenze - Via Ricasoli, 48 3,278
2
0402
Fi - Firenze - Viale G. Matteotti 60 8,645 384
2
0400
Fi - Firenze - Viale Matteotti 50/A 899
2
0376
Fi - Firenze - Viale Matteotti 64 - Via Fra' Bartolomeo 64 6,051 107
2
0369
Fi - Firenze - Viale S. Lavagnini N. 3-5 1,650 21
2
0377
Fi - Firenze - Viale S. Lavagnini N. 7 5,580 79
2
2160
Fi - Pontassieve - Via Roma 10 47
2
0155
Fi - Sesto Fiorentino - Via Dante 44-46 90
2 0422 Li - Livorno - Via Grande 110 - P.Za Grande 3 232
2 2028 Pi - Cascina - Via Tosco Romagnola 248/E 63
1 0122 Pi - Pisa - Via Manzoni 11 1,169 70
1
7532
Pi - Pisa - Via Puccini 14 169 3
2
2162
Pi - Pontedera - Via Aurelio Saffi 4 46
2
0456
Pi - Pontedera - Via Della Misericordia 22 110
1
2004
Ar - Arezzo - Via Xxv Aprile 18/34 377 5
2
0453
Si - Poggibonsi - Via Xx Settembre 58 114
2
0405
Gr - Follonica - Via Santini N. 7/C 53
2
0126
Po - Prato - Via Tacca 8 169
2
0446
Pg - Perugia - Via Cortonese Ang. Via Romeo Gallenga 120 166
2
0483
Pg - Spoleto - Via Flaminia, 3 113
2
0129
Ri - Rieti - Via Delle Orchidee 9 63
3
3029
Rm - Roma - Castelnuovo Di Porto 3,420
2
0134
Rm - Roma - P.Za Monte Gennaro 16-16/A 226
1
4361
2
4361
Rm - Roma - Piazza Esquilino 12 /Via Farini 17
Rm - Roma - Piazza Esquilino 12 /Via Farini 17
32,985
2,538
52
3
1 4272 Rm - Roma - Piazza Esquilino 5/Via Farini 5 32,913 56
2 4272 Rm - Roma - Piazza Esquilino 5/Via Farini 5 8,268 11
2
0089
Rm - Roma - Piazza Priscilla 4 5,651 1,083
2
0293
Rm - Roma - Roma - Via Ciro Menotti 24 761
2
0469
Rm - Roma - Via Aladino Govoni, 24/43 58,346 1,806
2 2172 Rm - Roma - Via Castellini, 13 308
3
3061
Rm - Roma - Via Della Cesarina 3 3,590
2
0091
Rm - Roma - Via Paisiello 40 4,036 555
2
0145
Rm - Roma - Via R.Da Forli' 4 77
2
0090
Rm - Roma - Via Tevere 31 661
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 3,083 87
2
0440
Na - Napoli - Centro Direzionale Lotto C2 2,186 14
3 2213 Sa - Vietri Sul Mare - Via Vietri Snc

Transfers
between usage
Sales and other Value Depreciation for Net Carrying
amount
Current value Total Total
classes decreases adjustments the year 31/12/2024 31/12/2024 Total depreciation write-backs write-downs
7,446
5 115 360 60
10,820 283
3,203 75
8,871 158
877 21
6,038 120
1,637 34
5,561 99
47
4 86 470 55 72
13 218 260 226 8
3 60 124 39 14
50 1,189 1,660 528 20
167 6
2
44 140 28 36
5 105 160 71 13
15 367 525 146 23
5 108 248 73 3
51 2
8 161 575 103 104
7 158 235 85
109 4
62 1
450 3,420 2,970 972
217 9
1,056 31,982 43,425 16,271 3,379
75 2,466 3,025 950 264
1,054 31,915 48,897 17,794 16,278
257 8,022 11,638 4,048 4,147
6,578 157
761
59,001
297
1,151
11
3,590 3,560 1,273
133 4,458 4,730 303 204
4 74 221 47 23
18 643 650 39
8 17
389 32 89
3,053 118
2,118 83

5 Additional tables appended to the Notes to the Financial Statements

List of properties

Amounts in €k

Property
type (*)
Property Net Carrying
amount
code Address
31/12/2023
Increase due to
merger
Purchases
and other
Increases
Write-backs and reversals
of impairment losses
2 0047 Ch - Chieti - Viale Europa 43 62
2 0077 Le - Lecce - Via Cesare Battisti 28 69
1 0012 Rc - Reggio Calabria - Via Ibico 1 397 124
2 4369 Tp - Marsala - Via Salemi 15 75
2 4362 Me - Messina - Via Xxvii Luglio 195 1,741
1 1004 Ct - Catania - Corso Italia 72 644 3
2 0338 Ct - Catania - Sicilia 48/56 - Rizzo 29 - Puccini 28 2
1 0233 Ct - Catania - Via G. Castorina 43 57 1
1 0002 Ct - Catania - Via Torino 73 683 21
1 1003 Ca - Cagliari - Viale Diaz 29 1,181 9
2 3020 Ca - Villasimius - Localita' Campulongu Snc 4,940 14
2 0486 Ot - Tempio Pausania - Via S. Lorenzo 21 39
3 0557 Es - Estero - Lago Esperanza De Alicudia
GRAND TOTAL 1,140,849 43,740
TOTAL PROPERTY FOR CORPORATE BUSINESS 523,596 29,911
TOTAL PROPERTY FOR USE BY THIRD PARTIES 605,751 13,829
TOTAL OTHER PROPERTY 9,223
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
classes
Sales and other
decreases
Value
adjustments
Depreciation for
the year
Net Carrying
amount
31/12/2024
Current value
31/12/2024
Total depreciation Total
write-backs
Total
write-downs
60 2
67 3
22 499 465 300 14
3 72 100 37 27
96 1,644 1,980 1,736 3,502
43 604 1,560 820 49
2 5 1
47 10
86 619 2,160 2,251
58 1,131 2,195 819 26
6 178 4,769 4,930 1,612 14,686
2 37 69 25
2 11
250,082 450 36,616 897,441 1,052,692 383,019 63,210 78,568
(1,682) 41,759 18,733 491,333 587,131 236,435 51,550 13,051
1,682 207,859 17,883 395,070 455,015 146,234 11,660 63,132
464 450 8,759 8,541 2,385
2,279 2,005 350
  1. Statement on the

Financial Statements in

accordance with Art. 81-ter

of CONSOB Regulation no.

11971 of 14 May 1999

  • -
    -


    -
-
-

Board of Statutory Auditors' Report to the Shareholders' Meeting of Unipol Assicurazioni S.p.A., prepared pursuant to Art. 153 of Italian Legislative Decree no. 58/1998

Dear Shareholders,

In the year ending 31 December 2024, 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 provisions4 , 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.

This Report takes into account the merger by incorporation (the "Merger") of UnipolSai Assicurazioni S.p.A. ("UnipolSai") and the intermediate holding companies5Unipol Finance S.r.l., UnipolPart I S.p.A. and Unipol Investment S.p.A. into Unipol Gruppo S.p.A. - which as a result took the name Unipol Assicurazioni S.p.A. ("Unipol" or the "Company") - which became legally effective as of 31 December 2024. The Merger became retroactively effective for accounting and tax purposes as of 1 January 2024. As a result of the Merger and starting from its effective date, Unipol assumed the status of insurance and reinsurance company leading the Unipol Insurance Group.

1. Preliminary information regarding the legal provisions governing the preparation of the Financial Statements, the Consolidated Financial Statements and the Sustainability Reporting of Unipol Assicurazioni S.p.A. at 31 December 2024

The draft financial statements (the "Financial Statements" or "Separate Financial Statements") presented to you show the management activity carried out during the year and the equity, economic and financial situation of Unipol at 31 December 2024, taking into account the Merger, after which Unipol took over all authorisations for the exercise of insurance and reinsurance activities previously held by the merged entity UnipolSai. As a result, the Financial Statements were prepared in compliance with statutory regulations and the specific regulations of the insurance sector and, 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 ("Private Insurance Code" or "CAP"), Italian Legislative Decree 173 of 26 May 1997 and ISVAP Regulation no. 22 of 4 April 2008 (the "ISVAP Regulation no. 22/2008") as amended, and implementing the instructions issued on the subject by the Supervisory Authority. For all matters not explicitly regulated by sector regulations, the Company referred to the general rules regarding financial statements provided by the Italian Civil Code and the accounting standards issued by the Italian Accounting Standards Setter (OIC). In this regard, note that during 2024 no significant new accounting regulations entered into force for Unipol, nor were any voluntary changes made to accounting standards applied previously by Unipol and by the other companies participating in the Merger.

4 In particular, please refer to Regulation no. 38 issued by IVASS on 3 July 2018 (the "IVASS Regulation 38/2018").

5 Companies wholly owned by Unipol which in turn held equity investments in UnipolSai.

Unipol which, at the date of preparation of this Report, qualifies as an issuer of financial instruments listed on regulated markets and, as a result of the Merger, an insurance and reinsurance company leading the Unipol Insurance Group, prepares the consolidated financial statements (the "Consolidated Financial Statements") pursuant to Art. 154-ter of the Consolidated Law on Finance and ISVAP Regulation no. 7 of 13 July 2007 (the "ISVAP Regulation 7/2007") as amended, in compliance with the IAS/IFRS international accounting standards issued by the International Accounting Standards Board ("IASB") and endorsed by the European Union, having regard to the relative interpretations issued by the International Financial Reporting Interpretations Committee (the "IFRIC"), in accordance with the provisions of EU Regulation no. 1606/2002, in force at the closing date of the Financial Statements, as specified in more detail in paragraph 11 of this Report. 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. No changes were made to the measurement criteria previously applied.

The Company, also qualifying as a large public interest entity, is subject to the separate reporting obligations envisaged by Italian Legislative Decree no. 125 of 6 September 2024 (the "Legislative Decree 125/2024") with which the European legislation on corporate sustainability reporting ("Sustainability Reporting") contained in Directive (EU) 2022/2464 (Corporate Sustainability Reporting Directive or "CSRD") was implemented in Italy. However, in application of Art. 7 of Legislative Decree 125/2024, Unipol is exempt from the preparation of Sustainability Reporting on an individual basis as it is included in the consolidated report. As specified in paragraph 12 of this Report below, this disclosure, subject to assurance opinion by the auditor as required by Art. 8 of Legislative Decree 125/2024, is provided in the "Sustainability Reporting" section of the Management Report to the Consolidated Financial Statements.

It is also observed that, in the implementation of the Transparency Directive6 , 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"), the Separate Financial Statements and the Consolidated Financial Statements of Unipol 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 compliance with the specific provisions of the ESEF Regulation, the Company's Consolidated Financial Statements contain the mark-up of numerical data contained 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 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.

No significant events occurred after the end of the financial year that could affect the financial statement results.

2. Activities of the Board of Statutory Auditors in the financial year ending 31 December 2024

In 2024, the Board of Statutory Auditors carried out its supervisory activities, holding 22 meetings with an average length of approximately one hour and 25 minutes.

The Board also took part in:

  • − the 12 meetings of the Board of Directors;
  • − the 14 meetings of the Control and Risk Committee (the "CRC");
  • − the 12 meetings of the Committee for Transactions with Related Parties ("Related Party Transactions Committee");
  • − the 7 meetings of the Remuneration Committee;
  • − the 4 meetings of the Appointments, Governance and Sustainability Committee;
  • − the 3 induction sessions. For the topics covered in these in-depth analyses, please refer to the Annual Report on corporate governance and ownership structures for 2024 (the "Governance Report"),

6 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 securities traded on a European regulated market.

and was informed in relation to proceedings at the 8 meetings of the Strategic Committee.

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 Group Anti-Money Laundering Function (jointly, "Control Functions"), and of the Actuarial Function (jointly with the Control Functions, "Key Functions"), the Manager in charge of financial reporting ("Financial Reporting Officer"), whose duties also include assurance of Sustainability Reporting, as well as the Heads and/or representatives of the company functions each time involved in the supervisory activities of the control body;
  • the Managers of the Unipol Previdenza, formerly UnipolSai Previdenza, Open Pension Fund and the Unipol Futuro Presente and Unipol Previdenza Futura, formerly UnipolSai Previdenza Futura, Individual Pension Plans (the "Open Pension Fund" and the "Individual Pension Plans", respectively) established by the Company;
  • the Supervisory Board established pursuant to Italian Legislative Decree 231 of 8 June 2001 ("Legislative Decree 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 relations between control body and independent auditors required by laws and regulations in force.

Pursuant to Art. 151 of the Consolidated Law on Finance, the control body exchanged information with the Boards of Statutory Auditors of the subsidiaries. In particular, in December 2024, in the run-up to the Merger, the Board of Statutory Auditors met with the control body of the merged entity UnipolSai to obtain information on the supervisory activities it had carried out during the year.

3. Most significant economic, financial and equity transactions. Other noteworthy events

3.1 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 Unipol, 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 information on the effects on operating performance deriving from the global macroeconomic scenario - characterised by global GDP growth, albeit slowing compared to the previous year, and a gradual reduction in inflation in the main economies, favouring an easing of restrictive monetary policies by international central banks - and forecasts for the current year, characterised by expectations of global economic growth, with a still robust US economy and an acceleration of Euro Area GDP growth, while considering the continuation of considerable uncertainty linked to the possible resolution of the Russia-Ukraine conflict, as well as the progressive consolidation of local protectionist policies;
  • − acknowledged that the Unipol Group maintained a high level of capital strength and a consolidated Solvency Ratio of 212%.

3.2 Main significant events

With regard to the main events and the most significant economic, financial and equity transactions carried out by the Company and its subsidiaries in 2024, the Board of Statutory Auditors reports as follows.

Unipol Group corporate rationalisation project. On 16 February 2024, the Boards of Directors of Unipol and UnipolSai approved the corporate rationalisation project (the "Transaction") to be carried out with the Merger, determining, if the prerequisites were met, a swap ratio of 3 Unipol shares for every 10 UnipolSai shares. As reported in paragraph 3.5 below, the Transaction was subject to the procedure set forth in the regulation on transactions with related parties. As part of the Transaction, Unipol has also promoted a voluntary public purchase offer (the "Offer") concerning all of the ordinary shares of UnipolSai not held directly or indirectly. After completion of the Offer, the conditions set forth by law being met, Unipol initiated the Joint Procedure for the exercise of the Purchase Obligation pursuant to Art. 108, paragraph 2, of the Consolidated Law on Finance (the "Sell-Out Procedure") and the right to purchase pursuant to Arts. 108, paragraph 1, and 111 of the Consolidated Law on Finance on the remaining UnipolSai shares subject to the Offer and not transferred to it. As a result of the overall purchases made, Unipol acquired the entire share capital of UnipolSai, with the exception of the treasury shares directly held by the latter, which were cancelled as a result of the Merger, thus not making it necessary to issue new shares in connection with it. On 25 July 2024, IVASS authorised the Merger pursuant to and for the purposes of Art. 201 of the CAP and Art. 23 of ISVAP Regulation no. 14 of 18 February 2008. On 21 October 2024, the Extraordinary Shareholders' Meeting of Unipol approved the Merger Plan and also expressed an opinion on the amendment to the By-Laws of the Company made necessary, among other things, by the change in the corporate purpose. The holders of ordinary Unipol shares who did not participate in the approval of the Merger Plan and, therefore, in the amendment of the corporate purpose, had the right of withdrawal pursuant to Art. 2437, paragraph 1, letter a) of the Italian Civil Code, which was validly exercised for a total of 37 shares of Unipol when the Merger took place. Given the extremely small number of shares subject to withdrawal, they were purchased directly by the Company pursuant to Art. 2437-quater, paragraph 5, of the Italian Civil Code using available reserves. Lastly, as all the conditions precedent set forth in the Merger Plan were met, the merger deed was signed on 23 December and was filed and recorded on the same date at the competent office of the Bologna Register of Companies. The Merger therefore became effective for statutory purposes at 11:59 p.m. on 31 December 2024 (Effective Date). The Merger became effective for accounting and tax purposes as of 1 January 2024.

Issue of a "Tier 2" subordinated instrument and early repayment of a "Tier 1" loan. On 15 May 2024, the Board of Directors of UnipolSai authorised the issue by the Company of a "Tier 2" subordinated capital instrument denominated in Euro, at a fixed rate, for a maximum nominal amount not exceeding €750m (the "Issue" and the "Tier 2"), to be placed exclusively with qualified Italian and foreign investors (with the exception of US investors) and to be listed on the regulated market of the Luxembourg Stock Exchange. Tier 2 was issued on 23 May 2024 at 99.853%, with a fixed annual coupon of 4.9%. During the placement, orders in excess of €1.65bn were received, covering the book by about 2.2 times. About 80% of Tier 2, which was assigned a Ba1 rating for Moody's and BBB- for Fitch, was placed with foreign institutional investors. For the purposes of efficient management of its liabilities and subject to the favourable outcome of the Issue, the Board of Directors of UnipolSai also resolved the exercise by the Company of the early repayment option, already authorised by IVASS, of the perpetual subordinated bond classified in Tier 1 basic own funds, for €750m. The early repayment was completed on 18 June 2024, contributing to the containment of UnipolSai's leverage.

Renewal of the bancassurance agreement with BPER Banca S.p.A. On 22 March 2024, UnipolSai and BPER Banca S.p.A. ("BPER") signed the renewal of the agreement for the distribution of UnipolSai insurance products and standardised banking products of the BPER Group, extending its expiry date to 31 December 2027.

Merger by incorporation of Centri Medici Dyadea S.r.l. into Società e Salute S.p.A. The merger by incorporation of Centri Medici Dyadea S.r.l. into Società e Salute S.p.A. became effective from 1 January 2024.

Trade union agreement regarding personnel and access to the Solidarity Fund. As part of the process undertaken in order to pursue continuous and gradual generational turnover, as well as the strengthening of new specialisations and skills, on 15 July 2024 an agreement was entered into with the trade unions to implement a voluntary pre-retirement plan for around 600 employees. In December 2024, a trade union agreement was also signed on voluntary preretirement arrangements for executive personnel who will meet pension requirements due to either the number of years of contributions or old age by 31 December 2029.

Cooperative compliance regime with the Tax Authorities. In December 2024, Unipol was admitted to the cooperative compliance regime with the tax authorities, as the final step of a screening performed by the Tax Authorities following the submission, in December 2023, by Unipol and UnipolSai of an application to join the scheme, which is based on the Company's possession of an adequate system for the identification, management and control of tax risks, integrated into the broader internal control system, in line with international best practice.

More information on these transactions and additional events is provided in the Management Report and the Notes to the Financial Statements at 31 December 2024.

3.3 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.

Public exchange offer promoted by BPER on all shares of Banca Popolare di Sondrio S.p.A. On 6 February 2025, BPER announced that it had taken the decision to promote a full voluntary public exchange offer pursuant to and for the purposes of Articles 102 and 106, paragraph 4, of the Consolidated Law on Finance (the "Offer"), concerning all of the ordinary shares of Banca Popolare di Sondrio S.p.A. ("BPSO") admitted to trading. For each BPSO Share for which the Offer is accepted, BPER will pay a unit price, not subject to adjustments except for the effects deriving from the distribution of dividends or transactions on the capital of BPSO, equal to 1.450 newly issued BPER ordinary shares. On 13 February 2024, the Unipol Board of Directors performed an initial analysis of the structure and characteristics of the Offer, agreeing with the strategic and business rationale of the transaction, which involves two banks with common roots and linked by a multi-year sharing of product companies in a number of areas of activity: from asset management to leasing and insurance. The administrative body underscored the importance, for both BPER and BPSO, of undertaking - hopefully with constructive spirit on both sides - a combination process that will make it possible to strengthen their size and competitive positioning as well as foster the evolution of both banks, with positive repercussions on the business activities in common with the Unipol Group, while also enhancing traditional links with the reference geographical areas, a hallmark of the history of both institutions.

3.4 Dispute proceedings

With regard to disputes involving the Company and the Group in 2024, 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 2024, to which reference is made.

3.5 Related-party and intra-group 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 19 December 2024, effective as of 1 January 2025, to take the Merger into account, and an Operating Guide for its application.

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. In this respect, note that in 2024 Unipol did not approve or carry out, directly or through subsidiaries, any related party transactions qualifying as of "greater importance" (the "Transactions of Greater Importance"), or which significantly influenced the financial position or results of the Company, pursuant to Art. 5, paragraph 8 of the Consob Regulation, with the exception of the Merger, classified by virtue of existing shareholdings as a "transaction with related parties of Greater Importance", pursuant to the Consob Regulation and the RPT Procedure. The control body acknowledged that Unipol voluntarily decided not to apply the exemption envisaged for transactions with subsidiaries pursuant to Art. 14, paragraph 2, of the RPT Regulation and Art. 13, paragraph 2, of the RPT Procedure, subjecting the Merger to the procedure envisaged in the aforementioned regulations for Transactions of Greater Importance. 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 process carried out for the approval of the Merger.

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.

Please note that 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.

Moving on to the provisions issued by IVASS with Regulation no. 30 of 26 October 2016 regarding inter-company transactions and risk concentrations, the Board of Statutory Auditors verified that the Policy adopted by the Company on the matter ("Intra-group Policy") complied with them, during the annual update as well as, most recently, in the version approved on 19 December 2024, effective as of 31 December 2024, to take the Merger into account, in addition to 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 Intra-group Policy and settled at market conditions.

Taking into account that, following the Merger, the Company assumed the role of main service provider of the Unipol Group, previously held by the merged entity UnipolSai, and therefore, in compliance with the organisational model adopted, it plays the role of predominant supplier of services to the subsidiaries, with regard to the overall scope of intra-group transactions and/or transactions with related parties carried out in 2024, the Board of Statutory Auditors believes that the Outsourcing agreements in place between Unipol and the other Group companies are compliant with applicable sector regulations. In this respect, the Board of Statutory Auditors verified the methods used to calculate the corresponding fees, set mainly on the basis of the allocation of the costs incurred, except those with regard to financing activities, which are remunerated by applying a commission on managed volumes. For certain additional services, annual fees are instead charged at a fixed rate. Also note that Unipol and certain subsidiaries second their staff to other Group companies to optimise synergies in the management of their resources. This being said, with regard to relations between Unipol 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 2024 to be adequate.

Lastly, it was verified that no atypical or unusual intra-group 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.

4. Organisational structure of the Company and of the Group

The Board of Statutory Auditors has acknowledged that:

  • − as a result of the Merger and starting from the date on which it became effective, Unipol became an insurance and reinsurance company leading the Unipol Insurance Group, also qualifying as the "ultimate Italian parent company" pursuant to the provisions set forth in the CAP and the associated implementing provisions;
  • − pursuant to sector regulations, in compliance with IVASS Regulation 38/2018, 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. Furthermore, the Control and Risk Committee and the Remuneration Committee of Unipol perform their functions also on behalf of the Group's insurance companies which have adopted the "enhanced" corporate governance model7 . Only Unipol's Control and Risk Committee also for companies with the "ordinary" corporate governance model;
  • − in compliance with the provisions set forth in the Corporate Governance Code, Unipol is qualified as a "large company", as its capitalisation exceeded €1bn on the last trading day of each of the last three calendar years, without "concentrated ownership";
  • − under Art. 2497bis of the Italian Civil Code, the subsidiaries of Unipol have indicated the latter as the company exercising management and coordination on them.

It also recalled that, as reported in the Governance Report:

  • − Unipol has chosen to adopt a "traditional" management and control system, which includes a Board of Directors (which makes use 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 18 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 Unipol and its subsidiaries, monitoring its suitability, for matters within its competence.

7 Excluding the merged entity UnipolSai, which had established its own Board Committees in compliance with the Corporate Governance Code, as well as the aforementioned sector regulations.

In this regard, it is noted that as a result of the Merger some internal company committees have been set up in the Company, mainly consisting of the Heads of the 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, which join the pre-existing Group Risk Committee responsible for implementing, maintaining and monitoring the internal control and risk management system, in accordance with the directives of the administrative body, to support the duties assigned to the Chief Executive Officer to execute the guidelines of the internal control and risk management system defined by the Board of Directors.

With reference to the size, structure and positioning of the Company's Key Functions, on the basis of the information acquired, the Board of Statutory Auditors considers it substantially adequate to guarantee the effective functioning of the internal control and risk management system as a whole, although the opportunity has been identified of strengthening the Risk Area, taking into account the IT risk management activities assigned to it, and performing a prospective reflection on the structure and size of the Compliance Function in consideration of the additional duties assigned, as a result of sector regulatory developments. In addition, with reference to what was reported by the Actuarial Function in 2024, in consideration of the additional activities requested by IVASS in relation to the adaptation in insurance product governance and control (Product Oversight and Governance, "POG") and the risks associated with sustainability aspects, which require constant and particularly demanding application, the control body notes that the organisational analysis still in progress highlighted the need to strengthen the Function's workforce and that, therefore, the process relating to the identification of the profiles to be hired was initiated. The Board of Statutory Auditors will monitor the performance of activities aimed at adapting the structure to the duties assigned as a result of developments in the aforementioned legislation.

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 also 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.

5. Internal control and risk management system, administrative/accounting system and financial disclosure process

5.1 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 and the Group may 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 and of the Group business activities, as well as 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 Unipol's Board of Directors, most recently on 19 December 2024, effective as of 1 January 2025, in order to take the Merger into account, 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 a complex system of internal regulations encompassing a number of levels of company communication documents, including 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, in particular, the following Group policies: "Risk Management Policy", "Sustainability Policy", "Current and Forwardlooking 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 adopted by Unipol provides an appropriate understanding of the nature and the significance of the risks to which the Group and its individual companies are exposed and are 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.

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 210-ter, paragraphs 2 and 3 of the 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 and most recently updated on 13 February 2025.

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 auditors and the internal control bodies and functions.

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 of Statutory Auditors 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 internal control and risk management system supervisory activities, the Board of Statutory Auditors, 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;
  • issues relating to the entry into force of the European Digital Operational Resilience Act (the "DORA Regulation"), harmonising the main digital operational resilience obligations for all financial sector operators and characterised by significant implications in the management of risks relating to information and communication technology, applicable as of 17 January 2025. Specifically, the Board of Statutory Auditors was informed about the revision of the IT risk management organisational model, in order to ensure its compliance with the provisions of the DORA Regulation mentioned above.

The control body also took note of the measures adopted in relation to POG, verifying the points of attention that emerged and the appropriate adaptation measures gradually put into place by the Group's insurance companies in order to ensure compliance with IVASS expectations.

Lastly, as usual, the Board of Statutory Auditors 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.

5.2 Administrative/accounting system and financial disclosure process

The Governance Report and the Report on the internal control system relative to accounting, financial and sustainability disclosures, drafted in compliance with Art. 154-bis of the Consolidated Law on Finance (the "Report on accounting, financial and sustainability disclosures") 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 on accounting and financial reporting implemented by Unipol, outlined on the basis of specific guidelines identified in compliance with the aforementioned standard, is divided into several phases, the details of which are set forth in the Report on accounting, financial and sustainability disclosures, which reflects the characteristics of the control system implemented and the results of the data verification and monitoring activities carried out by the competent company structures, as a result of which the Chief Executive Officer and the Financial Reporting Officer have signed the certifications required by Art. 154-bis of the Consolidated Law on Finance.

The Board of Statutory Auditors reviewed the contents of the Report on accounting, financial and sustainability disclosures 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 (the "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 (the "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.

7 Board of Statutory Auditors' Report

6. 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 control body 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. 123-bis 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 Board of Statutory Auditors verified that the Independent Auditors' Report accompanying the Financial Statements at 31 December 2024 ("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 the support of the Appointments, Governance and Sustainability Committee and relying on support from the consultancy company Egon Zehnder International S.p.A. (also referred to as the "Advisor"), and 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 nonexecutive directors, in compliance with provisions of the Corporate Governance Code and in accordance with Art. 147 ter, paragraph 4 of the Consolidated Law on Finance.

Taking into account that at the Shareholders' Meeting scheduled for 29 April, the Shareholders will be called upon to resolve, inter alia, on the renewal of the corporate bodies, whose term of office comes to an end with the approval of the financial statements at 31 December 2024, the control body also acknowledged that, at the meeting on 13 February 2025, the administrative body approved the "Advice for Shareholders on the quantitative and qualitative composition of the Board of Directors for the 2025-2027 three-year period", prepared with the support of the Advisor. The document was promptly published on the Company's website.

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 advisor 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 4 February 2025. The topics dealt with concerned in particular: the profile of the Board of Statutory Auditors; organisational and operational aspects; the exercise of powers and responsibilities; the role of the Chairman and the internal dynamics of the Board.

At the same meeting, the Board of Statutory Auditors also revised and updated the assessments performed at the meeting on 6 February 2024, as part of the preventive survey of its own adequate composition deemed optimal as set forth in Art. 11 of Decree 88/2022, confirming, on the one hand, adequate diversification of the control body 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.

Considering that its three-year term of office is coming to an end and in compliance with the Fit & Proper Policy, at its meeting held on 11 February 2025, the control body in turn prepared the "Advice for Shareholders on the composition of the Board of Statutory Auditors for the 2025-2027 three-year period", promptly 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, risk management, internal control systems and other operating mechanisms as well as 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.

The Board of Statutory Auditors 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. 2.7 of the Fit & Proper Policy, and acknowledged the checks carried out by the Board of Directors pursuant to Art. 144 novies 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 control body.

The Board of Statutory Auditors also examined, including by participating in Remuneration Committee meetings, the business processes that led to the definition of the Policies containing remuneration guidelines and the Compensation Plan based on financial instruments for the 2025-2027 period, including the Information Document prepared pursuant to Art. 114-bis of the Consolidated Law on Finance and Art. 84-bis of the Issuers' Regulation. The control body also acknowledged the changes made as a result of the Merger to the Compensation Plans based on financial instruments relating to previous three-year periods. The audits carried out did not bring to light observations in relation to the consistency of these documents with the recommendations expressed in the Corporate Governance Code, as well as compliance with current sector rules 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 concerning the business segments in which the Company and the Group operate.

In particular, the Board of Statutory Auditors verified compliance with:

  • 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, as well as to monitor the risk of money laundering and terrorist financing;
  • the rules that govern the coverage of the technical provisions, with special reference, as regards the assets allocated to them, 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 of 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 and in the statements subject to quarterly communication to IVASS;
  • the regulatory provisions on the use of derivative financial instruments and the company policies adopted in this regard, by acquiring information regularly during meetings with the representatives of the Finance Department and by taking part in the meetings of the administrative body;
  • the provisions on the classification and valuation of the securities portfolio and the compliance of the allocation of financial instruments to the long-term and short-term segments with the guidelines adopted by the Company, in compliance with the pertinent instructions of IVASS, by regularly acquiring information during meetings with the representatives of the Finance Department, as well as by participating in meetings of the administrative body;
  • 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 adopted in this regard;
  • 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 has also:

  • verified the adoption of policies and processes to monitor and oversee risks connected with the insurance activity by reviewing information regularly acquired during meetings with the Chief Risk Officer as well as by participating in meetings of the administrative body;
  • ascertained the adequacy of the method used in the impairment testing process adopted by Unipol in compliance with IAS 36, with reference to the methods for estimating the recoverable amount of goodwill with an indefinite useful life (in relation to the Consolidated Financial Statements) and the verification of any loss in value of the equity investments held (with reference to the Financial Statements), also acknowledging what is represented by the advisor KPMG Advisory S.p.A., which the Company engages to confirm the accuracy of the analysis methods in use, with reference to the methods and metrics adopted as well as the results of impairment testing;

  • verified the implementation, in compliance with international standards and the instructions provided by the Tax Authorities in the implementation of the cooperative compliance regime, of the tax risk management system ("Tax Control Framework") which includes: i) the tax strategy, approved by the Board of Directors in 2022, (the "Tax Strategy") aimed at defining the principles and limits on which tax risk management is based and the strategies aimed at ensuring compliance with tax regulations; ii) the Tax risk management policy, approved by the administrative body in 2023, which defines the guiding principles, roles, responsibilities, objectives and tools for managing tax risk, drawn up taking into account the strategic objectives of the Group in managing taxation as defined in the Tax Strategy; iii) an internal control system dedicated to the identification and management of tax risk, understood as the risk of violating tax regulations or conflicting with the principles and purposes of the tax system;
  • ascertained the preparation of adequate top management succession procedures for identifying, managing and developing the best resources that can guarantee the Unipol Group a natural reservoir of internal growth, thus ensuring ongoing generational turnover and an always up-to-date pipeline of successors for top management positions;
  • verified 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")8 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.

Lastly, with reference to the inspections conducted by IVASS on Unipol, aimed respectively at verifying: i) the functioning of the Company's corporate governance system, also as the ultimate Italian parent company, including relations with the subsidiaries and the role played by the latter, particularly with reference to the merged entity UnipolSai, as part of group corporate governance (the "Governance Inspection") and ii) the management and coordination of the Group companies as concerns Non-Life and Life reserving, as well as the control and monitoring activities carried out as the ultimate Italian parent company (the "Reserving Inspection"), subsequently extended to the verification of the pre-emptive recovery plan pursuant to IVASS Regulation no. 38/2018 (Arts. 83 and 84), the Board of Statutory Auditors examined and shared all considerations expressed by Unipol with regard to the findings formulated by the Institute, as well as the counter-arguments relating to the notice of charges relating to the Governance Inspection, the proceedings of which are still ongoing. The control body also acknowledged and shared the improvement actions adopted with reference to the Reserving Inspection with a view to continuous efficiency gains in the Group's processes and activities.

7. 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 "Model" or the "OMM").

The Board of Statutory Auditors also acknowledged that the Company's OMM was revised as a result of the Merger, supplementing it with the corresponding document of the merged entity UnipolSai as regards the sensitive processes specifically relating to the insurance business and those supporting it, previously not included in the Unipol Model, as well as the additional activities planned in relation to the adaptation of the aforementioned document to the changes in the Company's internal organisational structures.

8 The Dialogue Policy is aimed at all "Investors", understood as current and/or potential Shareholders of Unipol, 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 of 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 functions 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 Shareholder's investments and the Sustainable Success of Unipol.

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 same Supervisory Board, including that provided in its Annual Report.

8. 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 the sustainability reporting assurance activity, 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 and, where applicable, the individual or consolidated sustainability reporting process, including the use of the electronic communication format required by the reference regulations in force and the procedures implemented by the company to ensure compliance with the reporting standards adopted by the European Commission, as well as presenting recommendations or proposals aimed at ensuring the integrity of such reporting;
  • controlling the effectiveness of the internal quality control and risk management systems of the company and, if applicable, of internal audit, with regard to financial reporting and, where present, individual or consolidated sustainability reporting, including the use of the relative electronic communication format required by the reference regulations in force, without however violating its independence;
  • monitoring the independent audit of the Separate Financial Statements and Consolidated Financial Statements, the assurance of individual or consolidated sustainability reporting, also taking into account the results and conclusions of the quality controls performed by CONSOB pursuant to Art. 26, paragraph 6, of Regulation (EU) no. 537/2014, where available;
  • verifying and monitoring the independence of the statutory and sustainability 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;
  • being responsible for the procedure for the selection of the independent auditors and recommending the independent auditors to be engaged pursuant to Article 16 of Regulation (EU) no. 537/2014.

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 2024, no significant data or information worth reporting was brought to light.

The Board of Statutory Auditors was also informed by the Independent Auditors of the checks performed 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 and Art. 14 of Italian Legislative Decree 39/2010 does not contain findings. In compliance with ISA 706, a specific emphasis of matter paragraph is provided in which EY draws attention to what is described in the Notes to the Financial Statements regarding the effects of the Merger, taking into account that the Financial Statements at 31 December 2024 were prepared in accordance with the provisions of ISVAP Regulation 22/2008, restating the comparative data of the Financial Statements at 31 December 2023, providing in such Notes the information necessary to understand the accounting and presentation effects deriving from the Merger. The opinion of the Independent Auditors is not expressed with any findings in relation to this aspect.

In addition, the Independent Auditors' Report brought to light no significant errors regarding the Management Report to the Financial Statements at 31 December 2024, 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, acting as Internal Control and Audit Committee, reviewed the Additional Report, which has not brought to light issues worth reporting, except for the emphasis of matter paragraph mentioned above.

The control body evaluated along with the Independent Auditors 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 no. 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 with 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 2024 does not contain findings or requests for information. In addition, no significant errors were brought to light with 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.

With regard to the Sustainability Reporting, please refer to the specific paragraph 12.

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, 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 by the competent Board of Statutory Auditors with respect to Non-Audit Service assignments to the "main" auditor (EY) and/or the "secondary" auditor of the Group (PricewaterhouseCoopers S.p.A.). During the year, the control body examined in advance proposals for the assignment of Non-Audit Service engagements submitted to it, checking their compatibility 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, also in light of provisions in Italian Legislative Decree no. 39/2010 (see Arts. 10 et seq. already cited above) and in the Issuers' Regulation (Arts. 149-bis 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 assignment.

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.

9. 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.

In particular, considering that the Extraordinary Shareholders' Meeting of 21 October 2024, called to approve the Merger was also called upon to express its opinion on the amendment to the Unipol by-laws, made necessary among other things by the change in corporate purpose and that, consequently, holders of ordinary Unipol shares not participating in the Merger plan approval had right of withdrawal pursuant to Art. 2437, paragraph 1, letter a) of the Italian Civil Code, on 15 February 2024 and pursuant to Art. 2437-ter of the Italian Civil Code, the Board of Statutory Auditors, similarly to the Independent Auditors, issued its opinion in favour of the reference value of €5.27 per share identified as settlement of the shares subject to withdrawal, considering it consistent with regulatory provisions, provisions of the by-laws and the requirements underlying the choice of the calculation criterion applied.

10. Complaints pursuant to Art. 2408 of the Italian Civil Code. Omissions, censurable events or irregularities identified, if any

On 24 April 2024, the Board of Statutory Auditors of the merged entity UnipolSai received a communication, qualified by the reporting party as a complaint pursuant to Art. 2408 of the Italian Civil Code, concerning the terminology adopted by the company with reference to the unit nominal value of the UnipolSai ordinary share emerging from the explanatory report relating to item 4 on the agenda (authorisation to purchase treasury shares and shares of the parent company) of the Shareholders' Meeting of 23 April 2024 compared with Art. 6 of the By-Laws reported in the explanatory report on the only item on the agenda of the extraordinary session of the aforementioned Shareholders' Meeting. Without prejudice to the fact that the Board of Statutory Auditors of the merged entity UnipolSai did not recognise in the communication in question any of the prerequisites for it to be qualified as a complaint pursuant to Art. 2408 of the Italian Civil Code, that control body has in any case sent adequate explanatory feedback to the reporting party on the reasons for which the terminology adopted is not considered likely to generate misunderstandings, as there are no aspects qualifying it, as claimed by the reporting party, as "erroneous and antithetical" or "incomprehensible and misleading to the shareholder".

Subsequently, in September 2024 the Board of Statutory Auditors of Unipol received a complaint pursuant to Art. 2408 of the Italian Civil Code in which a shareholder complained in the first place of not having received a response to certain questions submitted in the context of the Shareholders' Meeting of the Company held on 24 April 2024. After carrying out the appropriate investigations, the control body verified that the questions that went unanswered were addressed to UnipolSai and sent to the wrong email address (i.e. to that of Unipol instead of that of UnipolSai) after the deadline specified in the notice of the Shareholders' Meeting of the Company of 23 April 2024. These questions were not answered as they related to the Shareholders' Meeting of UnipolSai and therefore were considered inadmissible. Moreover, as regards the second of the allegedly "objectionable" facts reported, this concerned the "request for liability action against the Board of Directors" due to the fact that the Company had decided to make use of the right to have participation and the exercise of the right to participate in the Shareholders' Meeting take place exclusively via the designated representative pursuant to Art. 135-undecies of the Consolidated Law on Finance. In this regard, in the relative response published by Unipol on its website, this request is duly acknowledged, specifying that it "is completely unfounded, as well as lacking any legal grounds, as the prerequisites set forth in Art. 2392 of the Italian Civil Code are not met". Therefore, the Board of Statutory Auditors did not identify any aspect of non-compliance in the Company's actions, providing a formal response to this effect to the shareholder.

The Board of Statutory Auditors did not receive any reports from third parties.

Lastly, 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.

11. Obligation to draft the Consolidated Financial Statements and report of the control body

Given that Unipol, an issuer of financial instruments listed on regulated markets and insurance and reinsurance company leading the Unipol Insurance Group, draws up the Consolidated Financial Statements pursuant to Art. 154-ter of the Consolidated Law on Finance and IVASS Regulation 7/2007 as amended, the Board of Statutory Auditors reports that it has verified that the obligation to draft the Consolidated Financial Statements was fulfilled by the Board of Directors on 27 March 2025.

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 ISVAP Regulation 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 in Consob Communication DEM/6064293 of 28 July 2006 is also provided.

The control body also acknowledged the changes made by IVASS with Measure no. 152 of 26 November 2024 to ISVAP Regulation 7/2007, aimed at further strengthening disclosure transparency, requiring the introduction of: a table containing specific time brackets with reference to the expected period of recognition in the income statement of the contractual service margin of insurance contracts, as well as three tables with details relating to the disclosure on liquidity risk, referring in particular to: (i) the distribution by time brackets of the net cash flows of insurance contracts issued and reinsurance contracts held that are liabilities; (ii) the amount payable on demand and the carrying amount of insurance contracts issued as well as reinsurance contracts held that are liabilities that include surrender clauses; (iii) the time distribution by contractual residual life of financial assets and liabilities. The amendments in question are applicable as of the 2024 Financial Statements, with the exception of the table relating to the time distribution by contractual residual life of financial assets and liabilities, the application of which is instead deferred to the Financial Statements for 2025.

As previously highlighted, the Consolidated Financial Statements at 31 December 2024 of Unipol were prepared and published, in compliance with the ESEF Regulation, as supplemented by domestic regulations, in the XHTML (Extensible Hypertext Markup Language) format, also marking up certain disclosure elements with XBRL (Extensible Business Reporting Language) specifications.

In their Report on the Consolidated Financial Statements, the Independent Auditors expressed an opinion on their compliance with the aforementioned Regulation. 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-tempore laws.

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.

At 31 December 2024, the consolidation scope is constituted by the combination of Unipol data with those of 62 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 include changes in the scope of consolidation during the year and contain exhaustive and detailed information on the operating performance of Unipol and the consolidated companies, on the main business sectors of Unipol and its subsidiaries (Life and Non-Life business, holding and other businesses), on asset and financial management, pending disputes, significant events after the end of the financial year and the business outlook.

12. Sustainability Reporting

Starting from 2024, the Company is required to prepare and publish Sustainability Reporting on a consolidated basis, in compliance with the provisions set forth in Italian Legislative Decree 125/2024, transposing the CSRD, which introduced, via Delegated Regulation (EU) 2023/2772, specific sustainability reporting standards (European Sustainability Reporting Standards or "ESRS").

In particular, Unipol is required to provide, pursuant to Art. 4 of Italian Legislative Decree 125/2024, "the information required to understand the group's impact on sustainability matters, as well as the information required to understand how sustainability matters affect the group's performance, its results and its situation".

In this regard, the Board of Statutory Auditors acknowledged that the Company, in compliance with the aforementioned legislation, includes Sustainability Reporting in a specific section of the Management Report of the Consolidated Financial Statements, which includes suitable information presenting the business model, strategies, impacts, risks and opportunities relating to the activity carried out and the performance achieved. In particular, the control body supervised, insofar as it is responsible, including via meetings with the Financial Reporting Officer, the Independent Auditors and the Sustainability Manager, the adequacy of the Sustainability Reporting process, verifying the methods whereby the topics addressed are selected, taking into account their materiality in relation to the main businesses of the Group as a whole as well as the individual Group companies, in addition to the context in which they carry on business.

In this regard, it should be noted that, in compliance with regulations in force on the matter, the Group companies carried out the materiality analysis on sustainability topics by adopting the "double materiality" approach, set forth in the ESRS (and specifically in "ESRS 1 - General Requirements"), with the methodological instructions presented in the EFRAG Implementation Guidance "IG 1 - Materiality Assessment". The Board of Statutory Auditors acknowledged the most significant data and information contained in the various sections of the Sustainability Reporting, such as those relating to: Scope 19 , 210 and 311 emissions; thematic investments12; indicators on work quality; respect for gender equity and specific products characterised by social and environmental value, as well as aspects relating to relationships with suppliers. The control body verified that, when possible, a comparison with the performance of the previous year was available, taking into account that the document highlights the cases in which a comparison with the previous year's data is not possible due to the modification of the calculation methodology by the new regulations.

The control body performed the appropriate investigations in this regard, meeting with the Sustainability Manager, reviewing the most significant data and information set forth in the various sections of the Sustainability Reporting and, with the assistance of the Financial Reporting Officer and the Sustainability Manager, checked the approach adopted within the Group to meet the provisions of Regulation (EU) no. 2020/852 ("Taxonomy Regulation") and of Delegated Regulation (EU) no. 2021/2178 ("Disclosure Delegated Act") as amended, which, with reference to the sustainable economic activities of companies, envisage specific Sustainability Reporting disclosure obligations.

Lastly, the control body acknowledged that on 7 April 2025 EY issued the assurance opinion required by Art. 8 of Italian Legislative Decree 125/2024, which shows that, on the basis of the work carried out, no elements have come to the attention of the Independent Auditors that would suggest that:

  • the Sustainability Reporting for the year ended 31 December 2024 has not been drafted, in all significant aspects, in compliance with the ESRS;
  • the information contained in the paragraph "Disclosures pursuant to Article 8 of Regulation (EU) 2020/852 (Taxonomy Regulation)" of the Sustainability Reporting has not been drafted, in all significant aspects, in compliance with Art. 8 of the Taxonomy Regulation.

In view of the above, the Board of Statutory Auditors notes that the controls performed did not bring to light any aspects of non-compliance of the Sustainability Reporting with the provisions governing its preparation and publication.

13. Conclusions and indications of any proposal to be presented to the Shareholders' Meeting

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, or decided and implemented in conflict with laws and/or by-laws, or 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 2024, 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 €0.85 per share, as formulated by the Board of Directors at the meeting of 27 March 2025 and outlined in the Report to the Shareholders' Meeting convened for 29 April 2025, the Board of Statutory Auditors acknowledges that Unipol:

  • closed 2024 with a profit for the year totalling €776m (consolidated net profit of €1,119m), up compared to 2023;

9 Direct greenhouse gas emissions from installations within the scope of the organisation.

10 Indirect greenhouse gas emissions from the generation of electricity, heat and steam imported and consumed by the organisation.

11 Indirect emissions linked to activities upstream or downstream of company operations.

12 Investments whose objective is to identify the macro-trends that can achieve long-term increases in value, regardless of economic events, and represent an opportunity that makes it possible to direct financial resources towards a social or environmental target with the advantage of being able to measure the result achieved.

  • has a high current and forward-looking capital strength, expressing a consolidated Solvency Ratio at 31 December 2024 of 212% (calculated using the Partial Internal Model),

and consequently 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 €0.85 per share, as formulated by the Board of Directors at the meeting of 27 March 2025 and outlined in the Report to the ordinary Shareholders' Meeting convened for 29 April 2025, 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, 7 April 2025

On behalf of the Board of Statutory Auditors The Chairman Mario Civetta

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