OFFER DOCUMENT

VOLUNTARY TOTALITARIAN TENDER OFFER

pursuant to Article 102 of Italian Legislative Decree no. 58 of 24 February 1998, as subsequently amended and supplemented, concerning ordinary shares of

UnipolSai Assicurazioni S.p.A.

OFFEROR

Unipol Gruppo S.p.A.

FINANCIAL INSTRUMENTS SUBJECT TO THE OFFER

A maximum no. 418,788,217 UnipolSai Assicurazioni S.p.A. ordinary shares, in addition to a maximum of no. 4,622 UnipolSai Assicurazioni S.p.A. ordinary shares possibly assigned within the context of remuneration plans based on performance sharefinancial instruments.

UNIT CONSIDERATION OFFERED

Euro 2.700 per share (cum dividend, i.e. including the coupons relating to any dividends distributed by the Issuer)

DURATION OF THE ACCEPTANCE PERIOD AGREED WITH BORSA ITALIANA S.P.A.

From 8 April 2024 to 26 April 2024, included (from 8:30 am to 5:30 p.m.), unless extended

PAYMENT DATE OF THE CONSIDERATION

3 May 2024, unless the acceptance period is extended

FINANCIAL ADVISORS OF THE OFFEROR

Jefferies GmbH UBS Europe SE

INTERMEDIARY IN CHARGE OF COORDINATING THE COLLECTION OF ACCEPTANCES

Equita SIM S.p.A.

GLOBAL INFORMATION AGENT

Morrow Sodali SpA

The approval of the Offer Document, which took place with decision no. 23052 of 27 March 2024, does not imply any assessment carried out by Consob regarding the opportunity of the acceptance and on the quality of the data and information contained in this document.

5 April 2024

IMPORTANT NOTICE

This is a non-binding English courtesy translation of the original document prepared in Italian language. The Italian version of the Offer Document is the only official and binding document, approved by CONSOB with resolution No. 23052 on 27 March 2024, and shall prevail in any event over this English courtesy translation.

		DEFINITIONS 7
		PREMISES 14
A.		WARNINGS 20
	A.1	Conditions of effectiveness of the Offer 20
	A.2	Consolidated and separate financial statements of the Issuer as at 31 December 2023 and interim
		management reports 20
	A.3	Distribution of the dividend by the Issuer and effects on the amount of the Offer Consideration 20
	A.4	The Merger 21
	A.5	Reasons for the Offer and summary of the Offeror's future programs 24
	A.6	Information on the financing of the Offer 25
		A.6.1 Methods of financing the Offer 25
		A.6.2 Guarantee of exact fulfilment 25
	A.7	Issuer's Related parties 25
	A.8	Communications and authorisations for the conduct of the Offer 26
	A.9	Non-applicability of the reopening of the Acceptance Period 26
	A.10	Declaration of the Offeror regarding the obligation to purchase pursuant to Article 108, paragraph 2, of the Consolidated Law on Finance and the right to restore the free float pursuant to Article 108 of the Consolidated Law on Finance 26
	A.11	Declaration of the Offeror that it shall exercise the right to purchase pursuant to Article 111 of the Consolidated Law on Finance and declarations on obligation to purchase pursuant to Article 108, paragraph 1 of the Consolidated Law on Finance 27
	A.12	Potential conflicts of interest between the parties involved in the Offer 28
	A.13	Possible alternative scenarios for the shareholders to whom the Offer is addressed 29
	A.14	bis Application of Article 39- (Opinion of the Independent Directors) 33
	A.15	Issuer's Statement 34
	A.16 Finance 34	bis Applicability of the exemption pursuant to Article 101- , paragraph 3, of the Consolidated Law on
	A.17	Critical issues and impact linked to the national and international macroeconomic context 34
B.		PARTIES PARTICIPATING IN THE TRANSACTION 35
	B.1	INFORMATION ON THE OFFEROR	35
	B.1.1	Name, legal form and registered office 35
	B.1.2	Year of incorporation and duration 35
	B.1.3	Reference legislation and jurisdiction 35
	B.1.4	Share capital 35
	B.1.5	Shareholders and shareholders 'agreements 35
	B.1.6	Management and control bodies and independent auditing company of the Offeror 36
	B.1.7	Brief description of the Group headed by the Offeror and its related activities 39

B.1.8	Accounting standards 41
B.1.9	Unipol financial statements 41
B.1.10	Recent performance Errore. Il segnalibro non è definito.
B.1.11	Persons acting in concert Errore. Il segnalibro non è definito.
B.2	INFORMATION ON THE ISSUER 52
B.2.1	Name, legal form and registered office 52
B.2.2	Year of incorporation and duration 52
B.2.3	Reference legislation and jurisdiction 52
B.2.4	Share capital 52
B.2.5	Significant shareholders 53
B.2.6	Management and control bodies and independent auditors of the Issuer 54
B.2.7	Activities of the Issuer 56
B.2.8	Recent performance and outlook Errore. Il segnalibro non è definito.
B.3	INTERMEDIARIES 69
B.4	GLOBAL INFORMATION AGENT 69
C.	CATEGORIES AND QUANTITIES OF THE FINANCIAL INSTRUMENTS SUBJECT TO THE OFFER 70
C.1	CATEGORY OF FINANCIAL INSTRUMENTS SUBJECT TO THE OFFER AND RELATED QUANTITIES 70
C.2	CONVERTIBLE FINANCIAL INSTRUMENTS 70
C.3	COMMUNICATIONS OR APPLICATIONS FOR AUTHORISATION REQUIRED BY THE APPLICABLE LAW 70
D.	FINANCIAL INSTRUMENTS OF THE ISSUING COMPANY OR WITH THE UNDERLYING INSTRUMENTS HELD BY THE OFFEROR, INCLUDING THROUGH TRUST COMPANIES OR THIRD PARTIES 71
D.1	NUMBER AND CATEGORIES OF FINANCIAL INSTRUMENTS OF THE ISSUER HELD BY THE OFFERING PARTY
	AND BY PERSONS ACTING IN CONCERT 71
D.2.	ANY REPURCHASE AGREEMENTS, SECURITIES LENDING AGREEMENTS, USUFRUCT OR PLEDGE AGREEMENTS ON THE ISSUER'S FINANCIAL INSTRUMENTS OR ANY OTHER AGREEMENTS UNDERPINNED BY THESE FINANCIAL INSTRUMENTS 71
E.	UNIT CONSIDERATION FOR FINANCIAL INSTRUMENTS AND ITS JUSTIFICATION 72
E.1	INDICATION OF THE UNIT CONSIDERATION AND ITS DETERMINATION 72
E.2	INDICATION OF THE TOTAL VALUE OF THE OFFER 73
E.3	COMPARISON OF THE CONSIDERATION WITH SOME INDICATORS 74
E.4	WEIGHTED MONTHLY AVERAGE OF THE PRICES RECORDED BY THE ISSUER'S SHARES IN THE TWELVE MONTHS PRECEDING THE OFFER 76
E.5	INDICATION OF THE VALUES ATTRIBUTED TO THE ISSUER'S SHARES DURING FINANCIAL TRANSACTIONS
	CARRIED OUT IN THE LAST FINANCIAL YEAR AND IN THE CURRENT YEAR 77
E.6.	INDICATION OF THE VALUES AT WHICH THE OFFEROR HAS MADE PURCHASEs AND SALEs TRANSACTIONS on the FINANCIAL INSTRUMENTS SUBJECT TO THE OFFER IN THE LAST TWELVE MONTHS, WITH AN INDICATION OF THE NUMBER OF TRANSACTIONS AND THE FINANCIAL INSTRUMENTS PURCHASED AND SOLD 78

F. MODALITIES AND TERMS TO TENDER TO THE OFFER, DATES AND MODALITIES FOR PAYMENT OF THE CONSIDERATION AND RETURN OF THE SHARES SUBJECT TO THE OFFER 79
F.1	MODALITIES AND TERMS ESTABLISHED TO TENDER TO THE OFFER AND FOR THE DEPOSIT OF THE
	FINANCIAL INSTRUMENTS 79
	F.1.1 Acceptance Period 79
	F.1.2 Procedure for acceptance and deposit of the Issuer's Shares 79
F.2	INDICATIONS ON OWNERSHIP AND THE EXERCISE OF ADMINISTRATIVE AND PROPERTY RIGHTS RELATED
	TO THE FINANCIAL INSTRUMENTS SUBJECT TO THE OFFER, PENDING THE SAME 80
F.3	COMMINICATIONS REGARDING THE COURSE AND RESULT OF THE OFFER 81
F.4	MARKETS WHERE THE OFFER IS PROMOTED 81
F.5	PAYMENT DATE 82
F.6	MODALITIES OF PAYMENT OF THE CONSIDERATION 82
F.7	LAW GOVERNING THE AGREEMENTS ENTERED INTO BETWEEN THE OFFEROR AND THE HOLDERS OF THE
	FINANCIAL INSTRUMENTS OF THE ISSUER AS WELL AS THE COMPETENT JURISDICTION 82
F.8	MODALITIES AND TERMS FOR THE RETURN OF THE UNIPOLSAI SHARES IN THE EVENT OF INEFFECTIVENESS OF THE OFFER AND/OR ALLOTMENT 83
G.	FINANCING ARRANGEMENTS, GUARANTEES OF EXACT FULFILMENT AND FUTURE PROGRAMS OF THE OFFEROR
84
G.1	FINANCING ARRANGEMENTS OF THE OFFER, AND GUARANTEES OF EXACT FULFILMENT 84
	G.1.1 Functional loan to finance the acquisition of UnipolSai Shares 84
	G.1.2 Guarantee of exact fulfilment 84
G.2	REASONS FOR THE TRANSACTION AND FUTURE PROGRAMS OF THE OFFEROR 84
	G.2.1 Reasons for the Offer and future programs of the Offeror regarding the Issuer 84
	G.2.2 Investments and related forms of funding 85
	G.2.3 Changes envisaged in the composition of the administrative and control bodies of the Issuer 85
	G.2.4 Amendments to the by-laws of the Issuer 85
G.3	INDICATIONS CONCERNING THE RESTORATION OF THE FREE FLOAT 86
H. ANY AGREEMENTS AND TRANSACTIONS BETWEEN THE OFFEROR, THE PARTIES ACTING IN CONCERT WITH IT AND THE ISSUER OR THE RELEVANT SHAREHOLDERS OR THE MEMBERS OF THE ADMINISTRATIVE AND CONTROL BODIES OF THE SAME ISSUER 88
H.1	DESCRIPTION OF THE AGREEMENTS AND FINANCIAL AND/OR COMMERCIAL TRANSACTIONS THAT MAY
	HAVE BEEN APPROVED OR EXECUTED IN THE TWELVE MONTHS PRIOR TO THE PUBLICATION OF THE OFFEROR, WHICH
	MAY HAVE OR HAVE HAD SIGNIFICANT EFFECTS ON THE ACTIVITY OF THE OFFER AND/OR THE ISSUER 88
H.2 AGREEMENTS CONCERNING THE EXERCISE OF VOTING RIGHTS, OR THE TRANSFER OF SHARES AND/OR OTHER FINANCIAL INSTRUMENTS OF THE ISSUER
I.	FEES TO INTERMEDIARIES 89
L.	ALLOTMENT METHOD 90
L.1	METHOD OF ALLOTMENT OF THE UNIPOLSAI SHARES AFTER THE OFFER 90
M.	APPENDIXES 91

	M.1	Notice by the Offeror 91
	M.2	Issuers' Statement with related attachments, including the Opinion of the Independent Directors 91
N.		DOCUMENTS THAT THE OFFEROR MUST MAKE AVAILABLE TO THE PUBLIC, ALSO BY REFERENCING THEM, AND
		PLACES OR SITES WHERE SUCH DOCUMENTS ARE AVAILABLE FOR CONSULTATION 92
O.		DECLARATION OF RESPONSIBILITY 93

DEFINITIONS

The following is a list of the main terms and definitions used in this Offer Document. Unless otherwise specified, these terms and definitions shall have the meaning indicated below. Any term defined herein used in the singular shall have the same meaning also in the plural, and vice versa, depending on the context.

2019-2021 Remuneration Plans	The remuneration plans based on financial instruments for the three performance share year period 2019-2021 of the type approved by the respective Shareholders' Meetings of the Offeror and Issuer, as well as by some of their subsidiaries (including UnipolSai Investimenti SGR S.p.A.) in April 2019 of which the respective managers are beneficiaries.
2022-2024 Remuneration Plans	The remuneration plans based on financial instruments for the three performance share year period 2022-2024 of the type approved by the respective Shareholders' Meetings of the Offeror and Issuer, as well as by some of their subsidiaries (including UnipolSai Investimenti SGR S.p.A.) in April 2022 of which the respective managers are beneficiaries.
Acceptance Form	The acceptance form that may be used to accept the Offer by the shareholders.
Acceptance Period	The period of acceptance of the Offer, agreed with Borsa Italiana, from 8.30 a.m. (Italian time) on 8 April 2024 and 5.30 p.m. (Italian time) on 26 April 2024, inclusive, unless extended in compliance with applicable regulations.
Additional Shares	Any UnipolSai shares allocated to executive personnel – by the end of the Offer acceptance period – as part the 2019-2021 Compensation Plans.
Annual Financial Report	inter alia The report containing, , the draft financial statements and the consolidated financial statements for the year ended 31 December 2023 approved by the Board of Directors of UnipolSai on 21 March 2024.
Appointed Intermediaries	The intermediaries appointed to accept Offer subscriptions, deposit the Shares tendered to the Offer, verify the regularity and compliance of the Acceptance Forms to the provisions of this Offer Document and make the payment of the Consideration, in accordance with Section B, Paragraph B.3, of the Offer Document.
Borsa Italiana	Borsa Italiana S.p.A. (Italian Stock Exchange), with registered office in Milan, Piazza degli Affari no. 6.
Borsa Italiana Regulations	The regulations for the markets organised and managed by Borsa Italiana in force on the Offer Document Date.
Cash Confirmation Letter	bis The guarantee of exact fulfilment, pursuant to article 37- of the Issuers' Regulation, consisting of a declaration of guarantee issued by Mediobanca - Banca di Credito Finanziario S.p.A. in favour of the Offeror, as represented in Section G, Paragraph G.1.2 of the Offer Document.

Consideration	The consideration offered by the Offeror as part of the Offer, equal to Euro 2.700 ( dividend) for each Share that will be tendered to the cum Offer and purchased by the Offeror.
Companies taking part in the Merger	Unipol, UnipolSai and the Sub-Holdings.
Consob	The National Commission for Companies and the Stock Exchange, based in Rome, via G.B. Martini no. 3.
Consolidated Law on Finance (TUF)	Italian Legislative Decree no. 58 of 24 February 1998, as subsequently amended and integrated and in force at the Offer Document Date.
Corporate Governance Code	The Corporate Governance Code for companies listed on Euronext Milan, adopted in January 2020 by the Corporate Governance inter alia, Committee and promoted, by Borsa Italiana
Date of Announcement	The date on which the Offer was communicated to the public through the Notice by the Offeror, i.e. 16 February 2024 (with markets closed).
Delisting	The revocation of the Share listing on Euronext Milan.
Dividend 2024	The dividend of EUR 0.165 for each Share of the Issuer (excluding Treasury Shares), for an aggregate principal amount of approximately EUR 467 million, the distribution of which was submitted for the approval of the Issuer's ordinary Shareholders' Meeting ' by the Issuer's Board of Directors, convened on 21 March 2024.
Euronext Milan	Euronext Milan, a regulated market organised and managed by Borsa Mercato Telematico Azionario Italiana (formerly " ").
Exchange Ratio	The exchange ratio to be calculated as amounting to 3 Unipol shares for every 10 UnipolSai shares in the context of the Merger.
Framework Agreement	The framework agreement signed on 16 February 2024 between Unipol and UnipolSai, whereby the Parties agreed to (i) establish the main terms and conditions of the Transaction, (ii) regulate 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 conditions and procedures to be adopted to implement said management.
Global Information Agent	Morrow Sodali SpA, with registered office in Rome, via XXIV Maggio 43.
Group or Unipol Group	The group headed by Unipol.
Guarantor or Mediobanca	Mediobanca - Banca di Credito Finanziario S.p.A., P.tta Enrico Cuccia, 1, 20121 Milan, Italy, as the entity that issued the Cash Confirmation Letter.
Independent Directors opinion	The opinion containing assessments on the Offer and the fairness of the Consideration drawn up by the Issuer's independent directors who are not related parties of the Offeror pursuant to Article 39-bis of the Issuers' Regulation, attached to the Issuer's Statement (also attached to the Offer Document).

Intermediary Appointed to Coordinate the Collection of Subscriptions or Equita	The intermediary appointed to coordinate the collection of subscriptions to the Offer, i.e. Equita SIM S.p.A., with registered office in Via Filippo Turati 9, 20121 Milan.
Intermediaries Depositories	The authorised intermediaries depositaries who subscribe to the central depository system at Monte Titoli (by way of example, banks, brokerage companies, investment companies, stockbrokers), with whom the Shares are deposited from time to time, within the terms specified in Section B, Paragraph B.3, of the Offer Document.
Issuer or UnipolSai or the Company	UnipolSai Assicurazioni S.p.A., with registered office in Via Stalingrado 45, Bologna, registered with the Bologna Register of Companies, tax code 00818570012 and VAT no. 03740811207, fully paid-up share capital of Euro 2,031,456,338.00, divided into 2,829,717,372 ordinary shares with no face value which, due to the increase in voting rights pursuant to Article 127- quinquies of the Consolidated Law on Finance, assign 5,138,474,354 voting rights, listed on Euronext Milan.
Issuers' Regulation	The regulation approved by CONSOB resolution no. 11971 of 14 May 1999, as subsequently amended and supplemented and in force on the Offer Document Date
Issuer's Statement	The Issuer's statement, drawn up pursuant to the combined provisions of Articles 103 of the Consolidated Law on Finance and 39 of the Issuers' Regulation, approved by the Board of Directors of the Company on 3 April 2024 and attached to the Offer Document.
Italian Code of Private Insurance	Italian Legislative Decree no. 209 of 7 September 2005 as amended and updated.
IVASS	The Insurance Sector Regulator (Italian Institute for the Supervision on Insurances).
Joint Procedure	The joint procedure for (i) the fulfilment of the Purchase Obligation pursuant to Article 108, paragraph 1, of the Consolidated Law on Finance and (ii) the exercise of the Right to Purchase pursuant to Article 111, paragraph 1, of the Consolidated Law on Finance, agreed with Consob and Borsa Italiana pursuant to Article 50- quinquies , paragraph 1, of the Issuers' Regulation.
Maximum Disbursement	The maximum equivalent value of the Offer, equal to Euro 1,130,740,665.30, calculated on the basis of the Consideration, equal to Euro 2.700 per share and assuming that all the Shares subject to the Offer are tendered to the Offer (including the maximum of no. 4,622 UnipolSai Shares possibly assigned in execution of the 2019-2021 and 2022-2024 Remuneration Plans (as approved by UnipolSai Investimenti SGR S.p.A.).

The merger by incorporation of UnipolSai, Unipol Finance, UnipolPart I and Unipol Investment into Unipol. Finalisation of the Merger transaction is subject to approval of the Merger Plan by the respective extraordinary Shareholders' Meetings of the Participating Companies involved in the Merger as well as the fulfilment of certain conditions precedent provided for in the Merger Plan, including the issue of the authorisation by IVASS pursuant to and in accordance with a Article 201 of the Italian Code of Private Insurance and Article 23 and following of ISVAP Regulation no. 14/2008, and (ii) the issue by the joint expert appointed pursuant to Article 2501- sexies of the Italian Civil Code of a positive opinion regarding the appropriateness of the Exchange Ratio.
The merger plan on the merger by incorporation of the Issuer, Unipol Finance, UnipolPart I and Unipol Investment into the Offeror.
Monte Titoli S.p.A., with registered office in Milan, Piazza Affari no. 6, Euronext Securities Milan and commercial name " ".
The notice of the Offeror provided for in Articles 102, paragraph 1, of the Consolidated Law on Finance and 37 of the Issuers' Regulation, attached to the Offer Document under Section M, Paragraph M.1.
The obligation of the Offeror to purchase all the remaining Shares from whoever may make such a request, pursuant to Article 108, paragraph 1, of the Consolidated Law on Finance, if the Offeror and the Persons Acting in Concert, as a result of subscriptions to the Offer and any purchases made outside the Offer itself, directly or indirectly, by the Offeror and/or by the Persons Acting in Concert, by the end of the Acceptance Period, as possibly extended pursuant to the applicable regulations, and/or following the execution of the Purchase Obligation pursuant to Article 108, paragraph 2, of the Consolidated Finance Act on Finance, happen to hold a total equity investment in the Issuer equal to at least 95% of the Issuer's share capital. It should be noted that, for the purposes of calculating the aforementioned threshold, the Treasury Shares will be calculated as being part of the Offeror's shareholding (numerator) without being subtracted from the share capital of the Issuer (denominator).
The obligation of the Offeror, towards anyone making such a request, to purchase, pursuant to Article 108, paragraph 2, of the Consolidated Law on Finance, all the remaining Shares not tendered to the Offer, if the Offeror and the Persons Acting in Concert, as a result of the subscriptions to the Offer and any purchases made outside the Offer in question, whether directly or indirectly, by the Offeror and/or by the Persons Acting in Concert, by the end of the Acceptance Period, as possibly extended pursuant to the applicable regulations, happen to hold a total investment exceeding 90% of the Issuer's share capital, but less than 95% of the share capital in question. It should be noted that, for the purposes of calculating the aforementioned threshold, the Treasury Shares will be calculated as being part of the Offeror's shareholding (numerator) without being subtracted from the share capital of the Issuer (denominator).

Offer	The voluntary totalitarian tender offer concerning the Shares Subject of the Offer, promoted by the Offeror pursuant to and for the purposes of Articles 102 and following of the Consolidated Law on Finance, as described in the Offer Document.
Offer Document	This offer document drawn up pursuant to Articles 102 and following of the Consolidated Law on Finance as well as the applicable provisions of the Issuers' Regulation.
Offer Document Date	The date of publication of the Offer Document pursuant to Article 38, paragraph 2, of the Issuers' Regulation.
Offeror or Unipol	Unipol Gruppo S.p.A., with registered office at Via Stalingrado 45, Bologna, registered with the Bologna Register of Companies, tax code 00284160371 and VAT no. 03740811207, fully paid-up share capital of Euro 3,365,292,408.03, divided into 717,473,508 shares with no nominal value which, due to the increase in voting rights at the Offer Document Date, pursuant to Article 127- quinquies of the Consolidated Law on Finance, assign 1,086,745,467 voting rights, listed on the Euronext Milan.
Other countries	United States of America, Australia, Canada, Japan or in any other country where the Offer is not permitted without authorisation from the competent local authorities or is in violation of rules or regulations.
Payment Date	The date on which the payment of the Consideration will be made, at the same time as the transfer of the right of ownership over the Shares in favour of the Offeror, equivalent to the fourth Trading Day following the end of the Acceptance Period and, therefore, on 3 May 2024 (without prejudice to any extensions of the Acceptance Period in compliance with applicable regulations), as indicated in Section F of the Offer Document.
Persons Acting in Concert	Jointly, the persons acting in concert with the Offeror pursuant to bis bis Article 101- , paragraph 4- , lett. b), of the Consolidated Law on Finance, i.e. the Sub-Holdings.
Press release on the Final Results of the Offer	The press release relating to the final results of the Offer, which will be published by the Offeror, pursuant to Article 41, paragraph 6, of the Issuers' Regulation by 7.29 a.m. (Italian time) on the Trading Day prior to the Date of Payment of the Consideration of the tendered Shares, unless the Acceptance Period is extended.
Press release on the Provisional Results of the Offer	The communication on the provisional results of the Offer, which will be published by the Offeror pursuant to Article 36 of the Issuers' Regulation by the evening of the last day of the Acceptance Period, as possibly extended pursuant to the applicable regulations or, in any case, by 7.29 a.m. (Italian time) on the first Trading Day following the end of the Acceptance Period, as possibly extended pursuant to applicable regulations.
Reference Financial Data	The draft of the financial statements as at 31 December 2023 approved by the Boards of Directors of Unipol and UnipolSai on 21 March 2024.
Related Parties Regulation	The regulation adopted by Consob with Resolution No. 17221 of 12 March 2010, as subsequently amended and supplemented

Right of Withdrawal	The right of withdrawal pursuant to Article 2437, paragraph 1, lett. a) of the Italian Civil Code is granted to holders of ordinary Unipol shares who did not participate in the approval of the Merger Planand, therefore, in the amendment of the corporate purpose.
Right to Purchase	The Offeror's right to purchase all the remaining Shares subject to the Offer pursuant to Article 111, paragraph 1, of the Consolidated Law on Finance, if the Offeror (jointly with the Persons Acting in Concert), following the Offer and any purchases made outside the Offer itself, directly or indirectly, by the Offeror and / or the Persons Acting in Concert, during the Acceptance Period as possibly extended pursuant to the applicable regulations, and / or the execution of the Purchase Obligation pursuant to Article 108, paragraph 2, of the Consolidated Law on Finance, happens to hold a total equity investment of at least 95% of the Issuer's share capital. It should be noted that, for the purposes of calculating the aforementioned threshold, the Treasury Shares will be calculated as being part of the Offeror's shareholding (numerator) without being subtracted from the share capital of the Issuer (denominator).
Shares Subject to the Offer	Each of the (or in the plural, depending on the context, all of or part of the) maximum no. of 418,788,217 UnipolSai Shares, with no face value, representing approximately 14.800% of the share capital of UnipolSai, in addition to a maximum of no. 4,622 UnipolSai shares possibly allocated in execution of the 2019-2021 and 2022-2024 Remuneration Plans (as approved by UnipolSai Investimenti SGR S.p.A.), other than those directly or indirectly owned by the Offeror (amounting to no. 2,410,749,524 shares representing approximately 85.194% of the share capital of UnipolSai) and the Treasury Shares held, directly or indirectly, by UnipolSai.
Sub-Holdings	Jointly, Unipol Finance, UnipolPart I and Unipol Investment.
Subscriber	Each shareholder of the Shares entitled to accept the Offer that has validly conferred the Shares tendered to the Offer.
Trading Day	Every day when the Italian regulated markets are open in accordance with the trading calendar provided on an annual basis by Borsa Italiana.
Transaction	The Unipol Group's corporate rationalisation project as governed by the Framework Agreement.
Treasury Shares	The treasury shares that UnipolSai holds to service the remuneration plans based on financial instruments currently in place, which - at the Offer Document Date - amount to no. 179,631 ordinary treasury shares (equivalent to approximately 0.006% of the share capital), of which no. 106,042 shares held indirectly through the following subsidiaries: Arca Vita S.p.A. (no. 3,541), Leithà S.r.l. (no. 11,556), SIAT S.p.A. (no. Rental 43,899), UniSalute S.p.A. (no. 34,461), Unipol S.p.A. (no. 10,607) and Unipol Assistance S.c.a.r.l. (no. 1,978), it being understood that the amount of the Treasury Shares may be reduced to a minimum of no. 175,009 (equal to approximately 0.006% of the share capital) if the maximum total of no. 4,622 UnipolSai shares allocated to execute the 2019-2021 and 2022-2024 Remuneration Plans (as approved by UnipolSai Investimenti SGR S.p.A.) are assigned.

Unipol Finance	Unipol Finance S.r.l., with registered office in Via Stalingrado no. 37, Bologna, registered with the Bologna Register of Companies, tax code 03332211204 and VAT no. 03740811207, fully paid-up share capital of Euro 5,000,000.00, wholly owned by Unipol. Unipol Finance is subject to management and coordination by Unipol.
Unipol Investment	Unipol Investment S.p.A., with registered office in Via Stalingrado 45, Bologna, registered with the Bologna Register of Companies, tax code 00625450374 and VAT no. 03740811207, fully paid-up share capital of Euro 5,180,107.85, divided into 3,430,535 ordinary shares with a nominal value of Euro 1.51 each, 100% of which are held by Unipol. Unipol Investment is subject to management and coordination by Unipol.
UnipolPart I	UnipolPart I S.p.A., with registered office in Via Stalingrado 37, Bologna, registered with the Bologna Register of Companies, tax code 03713571200 and VAT no. 03740811207, fully paid-up share capital of Euro 4,100,000.00, divided into 4,100,000 ordinary shares with a nominal value of Euro 1 each, 100% of which held by Unipol. UnipolPart I is subject to management and coordination by Unipol.
UnipolSai Shares or Shares	The no. 2,829,717,372 ordinary shares representing the share capital of UnipolSai, with no face value and listed on Euronext Milan (ISIN code: IT0004827447).

PREMISES

The following Preambles provides a brief description of the structure of the transaction covered by this Offer Document.

For the purposes of a complete assessment of the terms and conditions of the transaction, it is recommended to carefully read the following paragraph "Warnings" and the entire Offer Document.

This Offer Document does not include the tax aspects relating to the sale of the Shares Subject to the Offer (as defined in paragraph 1 below of the Preambles) that may be relevant for the shareholders who subscribe to the Offer. Shareholders who subscribe to the Offer should consult their tax advisors on the related tax consequences.

The data and information relating to the Issuer contained in this Offer Document are based on publicly available data and information (including those available on the Issuer's website, www.unipolsai.com) at the date of publication of the Offer Document.

1. MAIN FEATURES AND REASONS FOR THE OFFER

The Transaction described in the Offer Document consists in a voluntary tender offer promoted by Unipol pursuant to Articles 102 and following of the Consolidated Law on Finance concerning all UnipolSai ordinary shares, other than those already directly or indirectly held by the Offeror and by the Treasury Shares directly or indirectly held by UnipolSai.

The promotion of the Offer was announced in the press release issued on 16 February 2024 pursuant to Article 102 of the Consolidated Law on Finance and Article 37 of the Issuers' Regulation.

On the Offer Document Date, the Offer concerned a total of no. 418,788,217 Shares, representing 14.800% of UnipolSai's share capital, as well as a maximum no. 4,622 of UnipolSai shares that may be assigned to execute the 2019-2021 and 2022-2024 Remuneration Plans (as approved by UnipolSai Investimenti SGR S.p.A.) (1).

It should be noted that on 4 March 2024 UnipolSai assigned no. 874,193 Treasury Shares to executives who are beneficiaries of the 2019-2021 Remuneration Plans; similarly, on the same date, Unipol assigned no. 493,369 UnipolSai Shares in its possession to its executives who are beneficiaries of the 2019-2021 Remuneration Plans and some subsidiaries have assigned a total of no. 34,055 Treasury Shares to its executives who are beneficiaries of their respective 2019-2021 Remuneration Plans. It should also be noted that, pending the Offer, further allocations of UnipolSai shares to execute the 2019-2021 and 2022-2024 Remuneration Plans (as approved by UnipolSai Investimenti SGR S.p.A.) amounting to a maximum total of no. 4,622 its Treasury Shares.

In light of the above, the number of Shares subject to the Offer may vary upwards up to a maximum of no. 418,792,839 Shares, representing 14.800% of UnipolSai's share capital if, within the Acceptance Period, and during the execution of the Purchase Obligation pursuant to Article 108, paragraph 2 of the Consolidated Law on Finance, a maximum of no. 4,622 UnipolSai shares are allocated to execute the 2019-2021 and 2022-2024 Remuneration Plans (as approved by UnipolSai Investimenti SGR S.p.A.).

In addition, it should be noted that the amount of the Treasury Shares could be reduced to a minimum of no. 175,009 (equal to approximately 0.006% of the share capital) if the maximum no. 4,622 UnipolSai Shares allocated in execution of the 2019-2021 Compensation Plans and the 2022-2024 Compensation Plans (as approved by UnipolSai investments SGR S.p.A.) are assigned.

For more details on the category and volume of the financial instruments subject to the Offer, please refer to Section C, Paragraph C.1 of this Offer Document.

¹It should be noted that, in the Offeror's Press Release, the Offeror had indicated that the number of Shares subject to the Offer could change as a result, inter alia, of the allocation of the Additional Shares.

their shareholding in the Issuer during the Offer, or (ii) keep the Shares with view to the Merger to participate in the new company and thus become Unipol shareholders.

The Offer will enable Unipol - depending on the amount of acceptances of the same - to further consolidate its controlling interest in UnipolSai.

The effectiveness of the Offer is not subject to any condition.

If the conditions provided for in Article 108, paragraph 2 of the Consolidated Law on Finance are met, the Offeror does not intend to restore a sufficient free float to ensure the regular trading of the Shares and, therefore, unless the Joint Procedure is implemented as indicated in Section G., Paragraph G.3, the Shares will be revoked from their listing on Euronext Milan, a market organised and managed by Borsa Italiana.

For further information, please refer to Section G of the Offer Document.

2. THE MERGER

As anticipated above, it should be noted that the Offer is part of the broader Transaction, which will be carried out through the Merger aimed at:

(A) as for the shareholders of Unipol (i) rationalising the corporate structure of the Group, while simplifying the decision-making processes for the direction and governance of the Group itself; the Company resulting from the Merger will be one of the leading Italian insurance companies, listed on regulated markets, which will also play the role of parent company of the Group, in line with national and international best practices and with market expectations, (ii) optimising its cash and funding profile, (iii) achieving certain cost synergies related to the optimisation of its central structures and related activities, and (iv) optimising the Group's solid solvency position, also in perspective (without prejudice to the effects of the Offer as indicated in Section G., Paragraph G.2.1, point (ii) of the Offer Document);
(B) as for the shareholders of UnipolSai, other than Unipol and the Sub-Holdings, (a) becoming shareholders of Unipol post-Merger, which will be, at the same time, an insurance company and a parent company, (b) holding shares with a degree of liquidity significantly higher than that of UnipolSai shares and (c) increasing their shareholding in the capital of the industrial bancassurance partners (BPER Banca S.p.A. and Banca Popolare di Sondrio S.p.A.), with benefits in terms of expected profitability and diversification in relation to both revenue sources and risk factors.

For further information, please refer to Warning A.4, Warning A.13 and to Section G of the Offer Document.

3. CONSIDERATION OF THE OFFER AND MAXIMUM DISBURSEMENT

The Offeror will pay to each tendering shareholder to the Offer a consideration of Euro 2.700 (cum dividend, i.e. including the coupons related to any dividends distributed by the Issuer) for each share for which the Offer is accepted.

The Consideration, understood to be cum dividend, was calculated on the assumption that the Issuer will not approve and initiate any ordinary or extraordinary dividend distribution withdrawn from profits or reserves before the Payment Date.

For more information on the payment of the Consideration in relation to the proposed distribution of the 2024 Dividend that the Board of Directors of the Issuer resolved - on 21 March 2024 - to submit to the Shareholders' Meeting, please refer to Section E, Paragraph E.1, of the Offer Document.

The Consideration is net of stamps, as far as they are due, and of the remunerations, commissions and expenses that will be borne by Unipol. The substitute tax on capital gains, if due, will be borne by the Subscribers to the Offer.

The Consideration has been determined by the Offeror's Board of Directors with the advice and support of its financial advisors, adopting criteria compliant with standard practice for similar transactions. For more details on the valuation methods and standard practice used by the Offeror in determining the Consideration, please refer to Section E, Paragraph E.1, of the Offer Document.

The Consideration incorporates the following premiums with respect to the weighted average for the volumes of the official prices of the Shares during the reference periods considered below:

Month	Weighted average price per Share (in Euro)	Difference between the consideration and the average price per Share (in Euro)	Difference between the consideration and the average price per Share (in % compared to the average price)
15 February 2024 ( i.e. the Trading Day before the Announcement Date)	2.398	0.302	12.6%
1 month average prices	2.422	0.278	11.5%
3 months average prices	2.350	0.350	14.9%
6 months average prices	2.322	0.378	16.3%
12 months average prices	2.325	0.375	16.1%

Source: calculation based on Bloomberg data as at 15 February 2024

The maximum disbursement of the Offer amounts to Euro 1,130,740,665.30 (including the maximum of no. 4,622 UnipolSai Shares possibly assigned in execution of the 2019-2021 and 2022-2024 Remuneration Plans as approved by UnipolSai Investimenti SGR S.p.A.). It should be noted that the Maximum Disbursement may be reduced based on the number of Shares Subject to the Offer possibly purchased by the Offeror outside the same Offer and/or by the Persons Acting in Concert.

Unipol intends to fund the Maximum Disbursement of the Offer by using its own financial resources.

For further information, please refer to Section E of the Offer Document.

4. MARKETS WHERE THE OFFER IS PROMOTED

The Offer is launched in Italy, since the Shares are listed on Euronext Milan, organised and managed by Borsa Italiana, and it is addressed, indiscriminately and on equal terms, to all Issuer shareholders.

The Offer will not be promoted or distributed, whether directly or indirectly, in the Other Countries, i.e. in the United States of America, Australia, Canada, Japan or in any other country in which the Offer is not permitted without authorisation from the competent local authorities or is in breach of rules or regulations, nor by using any means of international communication or trade (including, by way of example, the postal network, fax, telex, e-mail, telephone and Internet) of the United States of America, Australia, Canada, Japan or the Other Countries or any facility of any of the financial intermediaries of the United States of America, Australia, Canada, Japan or the Other Countries, or in any other way.

Copies of the Offer Document, or portions thereof, as well as a copy of any document relating to the Offer, are not and shall not be sent, nor in any way transmitted, or in any way distributed, directly or indirectly, in the United States of America, Australia, Canada, Japan or in the Other Countries. No person receiving the above documents shall distribute, send or dispatch them (either by post or through any other means or instrument of communication or international trade) in the United States of America, Australia, Canada, Japan or Other Countries.

In the United Kingdom, the Offer Document is distributed only to the persons that Unipol reasonably believes to be shareholders of UnipolSai in the cases in which Article 43 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as subsequently amended, applies. No person in

the United Kingdom who is not a shareholder of UnipolSai must not act or rely on this document or its content.

The Offer Document, as well as any other document relating to the Offer, does not constitute and may not be interpreted as an offer of financial instruments addressed to parties domiciled and/or resident in the United States of America, Canada, Japan, Australia or in the Other Countries. No instrument may be offered or sold in the United States of America, Australia, Canada, Japan or in the Other Countries without specific authorisation in compliance with the applicable provisions of the local law of those States or of the Other Countries or derogating from said provisions.

Acceptance of the Offer by parties residing in countries other than Italy may be subject to specific obligations or restrictions envisaged by legal or regulatory provisions. It is the exclusive responsibility of the recipients of the Offer to comply with these rules and, therefore verify their existence and applicability, by contacting their consultants before accepting the Offer. Any acceptance of the Offer resulting from solicitation activities carried out in breach of the above limitations shall not be accepted.

5. CALENDAR OF THE MAIN EVENTS RELATING TO THE OFFER

Below is a summary of the calendar of the main events relating to the Offer and the related timing.

In compliance with the limits set forth in Article 43 of the Issuers' Regulation, the Offeror reserves the right to make changes to the Offer until the date set for the end of the Acceptance Period. If the Offeror exercises its right to make changes to the Offer on the last day available according to the applicable law (i.e. the date prior to that set for the end of the Acceptance Period), the end of the Acceptance Period may not take place within a term less than 3 days from the date of publication of the amendment in compliance with the applicable legislation even of a regulatory nature.

Date	Event	Methods of communication
16 February 2024	Notice by the Offeror of the decision to promote the Offer.	Notice by the Offeror pursuant to Articles 102, paragraph 1 of the Consolidated Law on Finance and 37 of the Issuers' Regulation.
29 February 2024	Filing with Consob of the Offer Document pursuant to Article 102, paragraph 3 of the Consolidated Law on Finance and the Subscription Form.	Press release published pursuant to Articles 102, paragraph 3 of the Consolidated Law on Finance and 36 and 37-ter of the Issuers' Regulation.
21 March 2024	Approval of the Merger Plan by the Boards of Directors of the Companies Participating in the Merger.	Press release published pursuant to Article 114 of the Consolidated Law on Finance and Article 17 MAR (Market Abuse Regulation).
27 March 2024	Approval of the Offer Document by Consob.	Press release published pursuant to Article 36 of the Issuers' Regulation.
3 April 2024	Approval of the Opinion of the Independent Directors.	Opinion of the Independent Directors adopted pursuant to Article bis 39- of the Issuers' Regulation.

Date	Event	Methods of communication
3 April 2024	Approval of the Issuer's Statement by the Issuer's Board of Directors, pursuant to Article 39 of the Issuers' Regulation (including the Opinion of the Independent Directors).	Statement of the Issuer pursuant to Articles 103, paragraph 3, of the Consolidated Law on Finance and 39 of the Issuers' Regulation.
5 April 2024	Publication of the Offer Document, including the Issuer's Statement including the Opinion of the Independent Directors.	Press release published pursuant to Article 38, paragraph 2, of the Issuers' Regulation. Distribution of the Offer Document pursuant to Articles 36, paragraph 3, and 38, paragraph 2, of the Issuers' Regulation.
8 April 2024	Start of the Acceptance Period.	-
26 April 2024 (unless the Acceptance Period is extended in compliance with applicable regulations)	End of the Acceptance Period.	-
By the evening of the last Trading Day of the Acceptance Period and, in any case, by 7.29 am (Italian time) on the first Trading Day following the end of the Acceptance Period (unless the Acceptance Period is extended in compliance with the regulations) applicable)	Communication on the Provisional Results of the Offer concerning (i) the provisional results of the Offer at the end of the Acceptance Period, and (ii) the existence of the requirements for the Purchase Obligation pursuant to Article 108, paragraph 2, of the Consolidated Law on Finance or, for the Purchase Obligation pursuant to Article 108, paragraph 1, of the Consolidated Law on Finance and the Right to Purchase.	Press release pursuant to Article 36 Issuers' Regulation.
By 7.29 a.m. (Italian time) on the Trading Day prior to the Payment Date of the Consideration of the tendered Shares, i.e. by 2 May 2024 (unless the Acceptance Period is extended in compliance with applicable regulations)	Communication on the Final Results of the Offer concerning (i) the final results of the Offer at the end of the Acceptance Period, (ii) confirmation of the existence of the requirements for the Purchase Obligation pursuant to Article 108, paragraph 2, of the Consolidated Law on Finance or for the Purchase Obligation pursuant to Article 108, paragraph 1, of the Consolidated Law on Finance and the Right to Purchase, and (iii) the methods and timing of the possible Delisting.	Publication of the press release in accordance with Article 41, paragraph 6, and Article 36 of the Issuers' Regulation.

Date	Event	Methods of communication
On the fourth Trading Day following the end of the Acceptance Period, i.e. 3 May 2024 (unless the Acceptance Period is extended in compliance with applicable regulations)	Payment of the Consideration relating to the Shares tendered during the Acceptance Period.	-
Starting from the fulfilment of the legal requirements	If the requirements for the Purchase Obligation pursuant to Article 108, paragraph 2, of the Consolidated Law on Finance are met, publication of a communication containing the information required for the fulfilment of the Purchase Obligation pursuant to Article 108, paragraph 2, of the Consolidated Law on Finance, as well as the related indication on the timing of the Delisting.	Communication pursuant to Article 50- quinquies of the Issuers' Regulation (if applicable).
Starting from the fulfilment of the legal requirements	In presence of the requirements for the Purchase Obligation pursuant to Article 108, paragraph 1, of the Consolidated Law on Finance, and of the Right of Purchase containing the information necessary for the fulfilment of the obligations relating to the Purchase Right with, at the same time, of the Purchase Obligation pursuant to Article 108, paragraph 1, of the Consolidated Law on Finance, giving course to the Joint Procedure, as well as the indications regarding the timing of the Delisting.	Communication pursuant to Article 50- quinquies of the Issuers' Regulation (if applicable).

Note: all communications referred to in the previous table, unless otherwise specified, are understood to be disseminated in the manner set out in Article 36, paragraph 3, of the Issuers' Regulation. The press releases and the notices relating to the Offer will be published without delay on the Issuer's website at www.unipolsai.com, on the website of the Offeror dedicated to the Offer at www.unipol.it and of the Global Information Agent at the website www.morrowsodali-transactions.com.

A. WARNINGS

A.1 Conditions of effectiveness of the Offer

The effectiveness of the Offer is not subject to any condition.

In particular, the Offer is not subject to the reaching of a minimum acceptance threshold and is addressed, indiscriminately and on equal terms, to all UnipolSai shareholders (except for the Offeror and the Sub-Holdings).

Furthermore, there are no conditions impacting the effectiveness of the Offer provided for by law.

In this regard, see also Section F, Paragraph F.8, of the Offer Document.

A.2 Consolidated and separate financial statements of the Issuer as at 31 December 2023 and interim management reports

On 21 March 2024, the Issuer's Board of Directors:

(a) approved the draft annual report and the consolidated financial statements for the year ended 31 December 2023. The Annual Financial Report is available to the public on the Issuer's website at www.unipolsai.com; and
(b) resolved to submit the proposal for the distribution of a unit dividend of Euro 0.165 for each Share (excluding Treasury Shares) to the Issuer's ordinary Shareholders' Meeting, for an overall amount of approximately EUR 467 million (already defined as Dividend 2024).

On 13 March 2024, the Issuer's ordinary Shareholders' Meeting was called for 23 April 2024. This ordinary Shareholders' Meeting of the Issuer is called to resolve, among other things, on the approval of the Annual Financial Report and on the proposed distribution of the 2024 Dividend. Based on the press release published by the Issuer on 21 March 2024 and available on the Issuer's website (www.unipolsai.com), the 2024 Dividend, if approved by the Issuer's ordinary Shareholders' Meeting called for the 23 April 2024, will be paid on 22 May 2024, with ex-dividend date on 20 May 2024 and record date on 21 May 2024.

On 10 August 2023, the Issuer's Board of Directors approved the half-yearly financial report as at 30 June 2023 (the "Half-Yearly Financial Report"), while on 9 November 2023 it approved the additional periodic financial information as at 30 September 2023. The Half-Yearly Financial Report is available to the public on the Issuer's website at www.unipolsai.com.

For more information, please refer to Section B, Paragraph B.2.8, of the Offer Document.

A.3 Distribution of the dividend by the Issuer and effects on the amount of the Offer Consideration

The Offeror will pay to each tendering shareholder to the Offer a consideration of Euro 2.700 (cum dividend, i.e. including the coupons relating to any dividends distributed by the Offeror) for each share for which the Offer is accepted.

The Consideration is understood to be cum dividend and has therefore been determined on the assumption that the Issuer does not approve and initiate any ordinary or extraordinary dividend distribution withdrawn from profits or reserves before the Payment Date.

On 21 March 2024, the Issuer's Board of Directors resolved to submit to the Shareholders' Meeting of UnipolSai to be held on 23 April 2024 the distribution of a dividend of EUR 0.165 for each Share (excluding Treasury Shares), for an aggregate overall amount of approximately EUR 467 million.

Considering that:

(i) unless extended in compliance with applicable law, the Acceptance Period will start at 8:30 am (Italian time) on 8 April 2024 and will end at 5:30 pm (Italian time) on 26 April 2024 (included) and payment of the Consideration will take place on the Payment Date, i.e. 3 May 2024; and

(ii) based on the press release published by the Issuer on 22 March 2024, the record date of the 2024 Dividend will be 21 May 2024 (with ex-dividend date on 20 May 2024 and payment date on 22 May 2024),

if the proposed distribution of the 2024 Dividend is approved by the Issuer's ordinary Shareholders' Meeting called on 23 April 2024:

(a) in the absence of extensions of the Acceptance Period, the Payment Date will fall before the record date of the 2024 Dividend and, therefore, the Issuer's shareholders who accept the Offer during the Acceptance Period will deliver to the Offeror Shares cum dividend (i.e. inclusive of the coupon relating to the 2024 Dividend) and, as a result, will be entitled to receive an amount equal to Euro 2.700 for each tendered Share;
(b) in the event of the extension of the Acceptance Period in compliance with applicable law, the Payment Date may fall after the 2024 Dividend record date and, therefore, the Issuer's shareholders who accept the Offer during the Acceptance Period will deliver to the Offeror ex dividend Shares (i.e. not including the coupon relating to the 2024 Dividend) and, as a result, will be entitled to receive an amount equal to EUR 2.535 for each tendered Share; and
(c) if, as a result of the Offer, the requirements for the fulfilment of the Purchase Obligation pursuant to Article 108, paragraph 2, of the Consolidated Law on Finance or for the fulfilment of the Purchase Obligation pursuant to Article 108, paragraph 1, of the Consolidated Law on Finance and for the simultaneous exercise of the Right to Purchase are met, the payment date of the consideration relating to the accepting Shares during these procedures could fall after the record date of the 2024 Dividend and, as a result, the Issuer's shareholders who will tender their Shares during these procedures will deliver to the Offeror ex dividend Shares (i.e. not including the coupon relating to the 2024 Dividend) and, as a result, will be entitled to receive an amount equal to Euro 2.535 for each tendered Share.

The Consideration is net of Italian tax on financial transactions, stamp duty and registration tax, where applicable, and remuneration, commissions and expenses, which will be borne by Unipol. The substitute tax on capital gains, if due, will be borne by the Subscribers to the Offer.

The Consideration has been determined by the Offeror's Board of Directors with the advice and support of its financial advisors, adopting criteria compliant with standard practice for similar transactions. For more details on the valuation methods and normal practice used by the Offeror in determining the Consideration, please refer to Section E, Paragraph E.1, of the Offer Document.

A.4 The Merger

As anticipated above, the Offer is part of the broader Transaction, to be achieved through the Merger.

In particular, on 16 February 2024 Unipol and UnipolSai, each to the extent of their respective responsibilities, signed the Framework Agreement, whereby they agreed to (i) set up the main terms and conditions of the Transaction, (ii) regulate the preliminary and/or functional activities for its implementation, as well as (iii) outline the relative timing, the interim management of the Group companies and its conditions and implementing rules.

Pursuant to the Framework Agreement, the Exchange Ratio was determined as 3 Unipol shares for every 10 UnipolSai shares. The Exchange Ratio was agreed by Unipol and UnipolSai, with the support of their respective financial advisors, on the basis of values resulting from preliminary financial statement data as at 31 December 2023, approved, respectively, by the Boards of Directors of Unipol and UnipolSai during their meetings on 15/16 February 2024. The Exchange Ratio was calculated net of the distribution of expected dividends for 2023.

In the context of the Transaction, the extraordinary Shareholders' Meeting of Unipol convened to approve the Merger will also be called upon to express an opinion on the amendment to the by-laws of Unipol made necessary, among other things, by the change of 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, will have the Right of Withdrawal pursuant to Article 2437, paragraph 1, letter a) of the Italian Civil Code.

The entitled shareholders may exercise the Right of Withdrawal within fifteen days from the registration with the Register of Companies of Bologna of the decision that legitimises it against the payment of the liquidation equal to Euro 5.27 per each Unipol share, as determined by the Board of Directors of Unipol held on 16 February 2024, with the favourable opinion of the Board of Statutory Auditors and the independent auditors, in compliance with the provisions of Article 2437ter of the Italian Civil Code. The effectiveness of the Right of Withdrawal is subject to the completion of the Merger and the total Disbursement required of Unipol to cover the Right of Withdrawal not exceeding Euro 100 million, unless waived with written approval by Unipol and UnipolSai as indicated in the Framework Agreement.

Regarding the Issuer's shareholders, it should be noted that any approval of the Merger resolution will not, on the other hand, give rise to any right of withdrawal in favour of UnipolSai shareholders, as none of the conditions set out in Article 2437 of the Civil Code or in any other legal provisions are met.

For an analytical description of the valuation methods and analyses carried out by the financial advisors with reference to the Exchange Ratio in the context of the Merger transaction, please refer to the information document on the Merger prepared by Unipol pursuant to Article 5 of the Related Parties Regulation and available on the Unipol website at www.unipol.it.

Subsequently, on 21 March 2024, the Boards of Directors of the Companies Participating in the Merger approved, inter alia, the Merger Plan together with the approval of the respective draft annual report as at 31 December 2023, which constitute the Reference Financial Data pursuant to Article 2501quater of the Italian Civil Code, in which the Exchange Ratio was confirmed as previously determined at the date of subscription of the Framework Agreement.

Pursuant to the Merger Plan, once the Merger has been completed, all shares will be cancelled and exchanged for Unipol shares, with the exception of shares held directly and indirectly through the Sub-Holdings by the Offeror, and Treasury Shares held by UnipolSai, which will be cancelled with no share exchange. If, on acceptance of the Offer, the Offeror directly and indirectly holds the entire share capital of the Issuer, it will not be necessary to issue Unipol shares to service the Merger.

Completion of the Merger transaction, in addition to the approval of the Merger Plan by the respective extraordinary Shareholders' Meetings of the Companies Participating in the Merger, is also subject to the fulfilment (or, where allowed, of the waiver) of certain conditions precedent envisaged in the Merger Plan, including (i) the issue of the authorisation by IVASS pursuant to and in accordance with Article 201 of the Italian Private Insurance Code and Articles 23 and following of ISVAP Regulation no. 14/2008 and (ii) the issue of a positive opinion regarding the appropriateness of Exchange Ratio by the joint expert appointed pursuant to Article 2501 sexiesof the Italian Civil Code.

On 20 March 2024, the Court of Bologna, Specialized Business Section, - following a joint request filed by Unipol and UnipolSai on 13 March 2024 - appointed KPMG S.p.A. as the joint expert in charge of providing the report about the fairness of the Exchange Ratio pursuant to Article 2501sexies of the Italian Civil Code.

The following table illustrates the effects of the Offer on the composition of the share capital of the company resulting from the Merger, compared with the scenario in which (i) there is no subscription to the Offer, (ii) the number of subscriptions is equal to 1% of UnipolSai's share capital (for illustrative purposes), (iii) as a result of the Offer Unipol, directly and indirectly, comes to hold, directly and indirectly, a total percentage of the share capital equal to 90%, (iv) as a result of the Offer, Unipol directly and indirectly comes to hold a total percentage of the share capital equal to 94.9% and, (v) as a result of the Offer Unipol comes to hold the entire UnipolSai share capital.

The data shown in the table have been determined on the basis of the Exchange Ratio. The following table shows, by way of example, that (a) in the scenario in which, as a result of the Offer, Unipol holds the entire share capital of UnipolSai, the amount of voting rights held, respectively, by the parties to the shareholders' agreement (2) and by Koru S.p.A. remains unchanged, and (b) in the scenario in which there is no subscription of the Offer, the amount of voting rights held, respectively, by the members of Unipol shareholders' agreement and by Koru S.p.A., will be reduced to an amount of 41.9% of the share capital of Unipol, representing 57.6% of the voting rights (of which 25.6% of the share capital of Unipol

² On 13 December 2017, some shareholders of Unipol signed a shareholders' agreement concerning its shares (please refer to Section B, Paragraph B.1.5 of the Offer Document).

is syndicated, representing 35.6% of the voting rights), and up to 2.8% of the share capital of Unipol, representing 4.0% of the voting rights.

		(No acceptance to the Offer	Acceptance equal to 1% of the share capital of UnipolSai (pre-merger) on completion of the Offer		Reaching of 90.0% of the share capital of UnipolSai (pre merger) on completion of the Offer		Reaching of 94.9% of the share capital of UnipolSai (pre merger) on completion of the Offer		Reaching of 100.0% of the share capital of UnipolSai (pre merger) on completion of the Offer
Data in %	Share capital	Voting rights	Share capital	Voting rights	Share capital	Voting rights	Share capital	Voting rights	Share capital	Voting rights
Coop Alleanza 3.0 Soc. Coop.	18.9%	26.3%	19.1%	26.5%	19.9%	27.2%	21.0%	28.2%	22.2%	29.3%
Holmo S.p.A.	5.7%	7.9%	5.7%	7.9%	6.0%	8.2%	6.3%	8.5%	6.7%	8.8%
Nova Coop Soc. Coop.	5.4%	7.3%	5.4%	7.3%	5.6%	7.5%	5.9%	7.8%	6.3%	8.1%
Cooperare S.p.A.	3.2%	4.5%	3.3%	4.5%	3.4%	4.6%	3.6%	4.8%	3.8%	5.0%
Coop Liguria Soc. Coop. di Consumo	3.0%	4.2%	3.1%	4.3%	3.2%	4.4%	3.4%	4.5%	3.6%	4.7%
Coop Lombardia Soc. Cop.	2.2%	2.9%	2.3%	2.9%	2.4%	3.0%	2.5%	3.1%	2.6%	3.2%
Other parties of the shareholders' agreement	3.4%	4.6%	3.5%	4.6%	3.6%	4.7%	3.8%	4.9%	4.0%	5.1%
Parties of the shareholders' agreement	41.9%	57.6%	42.3%	58.0%	44.0%	59.6%	46.4%	61.8%	49.2%	64.2%
- of which syndicated	25.6%	35.6%	25.8%	35.8%	26.9%	36.8%	28.3%	38.2%	30.1%	39.7%
Koru S.p.A.	2.8%	4.0%	2.9%	4.0%	3.0%	4.1%	3.2%	4.2%	3.3%	4.4%
Free float formerly ascribed to Unipol	40.3%	28.1%	40.8%	28.3%	42.4%	29.1%	44.7%	30.2%	47.4%	31.4%
Total former Unipol shareholders	85.1%	89.6%	86.0%	90.3%	89.4%	92.8%	94.3%	96.2%	100.0%	100.0%
Total former UnipolSai shareholders (free float former ascribed to UnipolSai)	14.9%	10.4%	14.0%	9.7%	10.6%	7.2%	5.7%	3.8%	0.0%	0.0%
Total post Transaction	100.0%	100.0%	100.0%	100.0%	100.0%	100.0%	100.0%	100.0%	100.0%	100.0%

The indicative time-frame of the main events related to the Merger is provided below in summary form, it being understood that said time-frame may be subject to changes due to events and circumstances outside the control of Unipol and UnipolSai:

end of March/beginning of April 2024, Unipol and UnipolSai (i) presented IVASS the joint application for the issue of the Merger authorisation pursuant to and in accordance with Article 201 of the Italian Code of Private Insurance and Articles 23 and following of ISVAP Regulation no. 14 of 2008 and (ii) filed with the company offices and publish, in accordance with the methods and timing provided for by law, the Reference Financial Data;
by the end of April 2024, Unipol and UnipolSai will file the Merger Plan at the companies offices and publish it on their websites, pursuant to and in accordance with Articles 2501quater, paragraph 1 and 2501septiesof the Italian Civil Code;
by the second half of September, IVASS is expected to issue the authorization referred to in the previous point;
by the terms provided for by applicable legislation and, in any case, within 30 days prior to the date of the extraordinary Shareholder's Meetings of the companies involved in the Merger called for the approval of the Merger Plan, Unipol, UnipolSai and the Sub-Holdings will take steps to (a) file the Merger Plan with the competent Companies' Register for registration, as well as (b) file at its companies offices and publish, according to the procedures and timing provided for by law, the documentation pursuant to Article 2501septies of the Italian Civil Code (including, the financial statements for the last 3 financial years of the companies taking part in the Merger, with the director's reports, the statutory auditor's reports and the reports of the independent auditors; the Board of Director's Explanatory Reports pursuant to Articles 2501-quinquies of the Italian Civil Code and Article 70, paragraph 2 of the Issuer's Regulation; expert report on the fairness of the Exchange Ratio pursuant to Article 2501sexiesof the Italian Civil Code);
within 15 days prior to the extraordinary Shareholder's Meetings of the companies involved in the Merger, an informative document on the Merger pursuant to Article 70, paragraph 6 of the Issuer's Regulation will be made available to Unipol and UnipolSai shareholders, unless Unipol comes to hold the entire share capital of UnipolSai as a result of the Offer;
it is expected that on 21 October 2024 the extraordinary Shareholder's meetings of Unipol, UnipolSai and the Sub-Holdingswill meet to resolve on the approval of the Merger Plan. It should be noted that on 16 February 2024 Unipol has called the extraordinary Shareholders' meeting by publishing the notice of call, available on Unipol website www.unipol.it;
following the filing with the competent Company registers of the documentation provided for in Article 2502bis of the Italian Civil Code, the 60 days term will begin to allow opposition by creditors pursuant to Article 2503 of the Italian Civil Code;
once this term pursuant to Article 2503 of the Italian Civil Code has elapsed, Unipol, UnipolSai and the Sub-Holdings will stipulate the Merger deed by 31 December 2024. It should be noted that the Unipol shares newly issued to service the Exchange Ratio will be made available to UnipolSai shareholders, other than Unipol and the Sub-Holdings, based on formats typical of securities centralised with Monte Titoli and dematerialised, from the effective date of the Merger if an open trading day, or from the next available trading day.

It should be noted that the admission to trading of Unipol shares to be issued as part of the Merger on Euronext Milan will take place under the exemption of the obligation to publish a prospectus pursuant to Article 1, paragraph 5, lett. a) of the Regulation (EU) 2017/1129 of the European Parliament and Council of 14 June 2017, as subsequently amended and supplemented, as these shares are less than 20% of the number of Unipol securities already admitted to trading on the same regulated market.

For further information, please refer to Section G of the Offer Document.

A.5 Reasons for the Offer and summary of the Offeror's future programs

The Offer is part of the broader rationalisation of the Unipol Group, to be achieved, in accordance with the provisions of the Framework Agreement, through the Merger by incorporation into the Offeror of the Issuer and of the Sub-Holdings. In the context of the Transaction, the shareholders of UnipolSai, other than the Offeror and the Sub-Holdings, will have the option to (i) sell their shareholding in the Issuer during the Offer, or (ii) keep the Shares with view to the Merger to participate in the new company and thus become Unipol shareholders.

In the context of the Transaction, the Offer constitutes, therefore, an additional option granted to UnipolSai shareholders that will enable those not intending to participate in the Merger to readily monetise their investment under predefined conditions. The Offer will enable Unipol - depending on the amount of acceptances of the same - to further consolidate its controlling interest in UnipolSai.

Furthermore, if on conclusion of the Offer, Unipol comes to hold the entire share capital of UnipolSai, the Merger could be carried out without exchange and therefore without the need to increase Unipol's share capital.

Overall, the transaction would allow:

(i) the creation of a single listed operating company as Parent Company of the Unipol Group, thus achieving a simplification of the joint management and Group government decision-making processes which will lead to cost-synergies;
(ii) will enable the company created through the Merger (i.e. Unipol), to benefit from a positive impact on its solvency ratio, it being understood that said effect would be reduced depending on the degree to which the Offer is accepted by the UnipolSai shareholders and of the exercise the Right of Withdrawal. Also in case of total acceptance of the Offer and of exercise of the Right of Withdrawal to maximum values there would not be significant negative impacts on Unipol's solvency ratio.
(iii) will enable UnipolSai shareholders to become shareholders of a company that would result up being the first shareholder of two of the main Italian banking groups, holding 19.9% of BPER Banca S.p.A. and 19.7% of Banca Popolare di Sondrio S.p.A., compared to the 9.3% and 9.5% held respectively by UnipolSai at the Offer Document Date, in each of the two banks.

For further information on the future plans of the Offeror, please refer to Section G, Paragraph G.2.1, of the Offer Document.

A.6 Information on the financing of the Offer

The maximum disbursement in the event of a total acceptance of the Offer by all shareholders will amount to Euro 1,130,740,665.30, (including the maximum of no. 4,622 UnipolSai Shares possibly assigned in execution of the 2019-2021 and 2022-2024 Remuneration Plans as approved by UnipolSai Investimenti SGR S.p.A.).

A.6.1 Methods of financing the Offer

Unipol intends to fund the Maximum Disbursement of the Offer by using its own financial resources.

Therefore, the Offeror will not be seeking to secure loans from third parties.

A.6.2 Guarantee of exact fulfilment

To guarantee the exact fulfilment of the Offeror's payment obligations related to the Offer, pursuant to Article 37bis of the Issuers' Regulation, on 3 April 2024, the Offeror obtained the issue of a Cash Confirmation Letter from the Guarantor, pursuant to which the latter, irrevocably and unconditionally, in the event that the Offeror fails to fulfil the obligation to pay the Consideration, has taken on the commitment to pay a cash sum not exceeding the Maximum Disbursement and use this sum exclusively for the payment of the Consideration due for the Shares subject to the Offer that will be tendered to the Offer.

It should be noted that the Cash Confirmation Letter issued by the Guarantor also relates to the possible fulfilment of the Purchase Obligation pursuant to Article 108, paragraph 2, of the Consolidated Law on Finance, as well as the Obligation to Purchase pursuant to Article 108, paragraph 1, of the Consolidated Law on Finance and the Right to Purchase pursuant to the Joint Procedure.

For more information, please refer to Section G, Paragraph G.1.2 of the Offer Document.

A.7 Issuer's Related parties

It should be noted that, pursuant to the law and the Related Parties Regulation, the Offeror is a related party of the Issuer being UnipolSai controlled, directly and indirectly through the Sub-Holdings, by Unipol

pursuant to Article 2359 of the Italian Civil Code and Article 93 of the Consolidated Law on Finance, and is subject to the management and coordination of Unipol pursuant to Articles 2497 and following of the Italian Civil Code.

In addition, the Sub-Holdings are related parties of UnipolSai as they are subject to the joint control of Unipol.

The members of the management and control bodies of the Offeror, at the Offer Document Date, are to be considered related parties of the Issuer pursuant to the Related Parties Regulation as they are "managers with strategic responsibilities" of the party which, directly and indirectly, controls the Issuer; the executives with strategic responsibilities of the Offeror are also to be considered related parties of the Issuer.

For further information, please refer to Section B, Paragraphs B.1 and B.2 of the Offer Document.

A.8 Communications and authorisations for the conduct of the Offer

The promotion of the Offer is not subject to obtaining any authorisation.

A.9 Non-applicability of the reopening of the Acceptance Period

The Acceptance Period, agreed with Borsa Italiana pursuant to Article 40, paragraph 2, of the Issuers' Regulation, will have a duration of 15 Trading Days and will start on 8 April 2024 and end on 26 April 2024 (inclusive), unless extended.

Acceptance of the Offer may take place on each Trading Day included in the Acceptance Period between 8:30 am and 5:30 pm.

The Offeror, in compliance with the limits imposed by Article 43 of the Issuers' Regulation, reserves the right to request an extension of the Acceptance Period.

If the condition of application of Article 40bis, paragraph 1, letter b), no. 2, of the Issuers' Regulation, i.e. the Offeror has purchased at least half of the Shares Subject to the Offer, the obligation to reopen the terms would not apply as the Offeror, which at the Offer Document Date holds, directly and indirectly, an investment equal to 85.194% of the Issuer's share capital, would come to hold a shareholding exceeding 90% of the Issuer's share capital, which in this case would lead to the application of the exemption pursuant to Article 40bis, paragraph 3, letter b), of the Issuers' Regulation.

The Shares included in the Offer will remain bound to the servicing of the same until the Payment Date and the Subscribers may exercise all the economic and administrative ownership rights connected to said Shares, but may not transfer, in whole or in part, or in any case carry out any deeds of disposal (including the establishment of pledges or other restrictions or encumbrances ) affecting the Shares that are included in the Offer. During the same period, no interest on the Consideration will be due by the Offeror.

A.10 Declaration of the Offeror regarding the obligation to purchase pursuant to Article 108, paragraph 2, of the Consolidated Law on Finance and the right to restore the free float pursuant to Article 108 of the Consolidated Law on Finance

In the event that, as a result of the Offer, the Offeror (jointly with the Persons Acting in Concert), as a result of the acceptance of the Offer and any purchases made outside the same, in accordance with the applicable regulations, by the end of the Acceptance Period, as possibly extended, would hold a total shareholding of more than 90%, but less than 95%, of the Issuer's share capital, the Offeror hereby states its intention from now not to restore a free float sufficient to ensure the regular performance of trading on the Shares.

It should be noted that, for the purposes of calculating the threshold envisaged by Article 108, paragraph 2, of the Consolidated Law on Finance, the Treasury Shares held by UnipolSai are added to the total equity investment held by the Offeror and the Persons Acting in Concert considered jointly.

If the requirements are met, Unipol will therefore fulfil its obligation to purchase the remaining Shares from the Issuer's shareholders who have made such a request pursuant to Article 108, paragraph 2, of the Consolidated Law on Finance. The consideration for the fulfilment of the Purchase Obligation procedure pursuant to Article 108, paragraph 2, of the Consolidated Law on Finance will be calculated pursuant to Article 108, paragraphs 3 or 4, of the Consolidated Law on Finance, based on the number of Shares tendered to the Offer, which may be, depending on the situation, equal to the Consideration or calculated by Consob based on the criteria set forth in Article 50, paragraphs 4 and 5, of the Issuers' Regulation. For further information regarding the consideration paid as part of the procedure for the fulfilment of the Purchase Obligation by the Offeror pursuant to Article 108, paragraph 2, of the Consolidated Law on Finance, given that the payment date of the consideration within the context of this procedure, where applicable, will fall after the record date of the 2024 Dividend, please refer to Paragraph A.3 above.

The Offeror will indicate in the Notice on the Final Results of the Offer, which will be published by the Offeror, pursuant to Article 41, paragraph 6, of the Issuers' Regulation, the existence of the requirements for the Purchase Obligation pursuant to Article 108, paragraph 2, of the Consolidated Law on Finance. In this case, the Press release on the Final Results of the Offer will contain indications regarding (i) the volume of the remaining Shares (both in terms of number of Shares and in percentage value in relation to the entire share capital of the Issuer); (ii) the methods and terms with which Unipol will fulfil the Purchase Obligation pursuant to Article 108, paragraph 2, of the Consolidated Law on Finance; and (iii) the methods and timing of the Delisting of the Shares.

It should be noted that following the fulfilment of the requirements imposed on Purchase Obligation pursuant to Article 108, paragraph 2, of the Consolidated Law on Finance, Borsa Italiana - pursuant to Article 2.5.1, paragraph 6, of Borsa Italiana Regulation - will arrange for the Delisting from the first Trading Day following the date of payment of the consideration related to the procedure in place to fulfil the Purchase Obligation pursuant to Article 108, paragraph 2, of the Consolidated Law on Finance, without prejudice to the indications provided in Warning A.10.

Therefore, following the fulfilment of the Purchase Obligation pursuant to Article 108, paragraph 2, of the Consolidated Law on Finance, the Shares will be removed from the listing and the Issuer's shareholders who have decided not to accept their Shares and who have not asked Unipol to purchase their Shares, pursuant to Article 108 of the Consolidated Law on Finance, will hold financial instruments not traded on any regulated market, without prejudice to the possibility of receiving in exchange Unipol's shares as part of the Merger.

For further information, please refer to Section G, Paragraph G.3, of the Offer Document.

A.11 Declaration of the Offeror that it shall exercise the right to purchase pursuant to Article 111 of the Consolidated Law on Finance and declarations on obligation to purchase pursuant to Article 108, paragraph 1 of the Consolidated Law on Finance

In the event that, as a result of the Offer, the Offeror (jointly with the Persons Acting in Concert), as a result of acceptances of the Offer and any purchases made outside the same pursuant to the applicable legislation, by the end of the Acceptance Period, as possibly extended, or as a result of the fulfilment of the Purchase Obligation pursuant to Article 108, paragraph 2, of the Consolidated Law on Finance, should come to hold a total equity investment of at least 95% of the Issuer's share capital, the Offeror hereby declares its willingness to implement the Purchase Right, i.e. the right to purchase the remaining Shares pursuant to Article 111 of the Consolidated Law on Finance.

It should be noted that, for the purposes of calculating the threshold envisaged by Article 108, paragraph 1, of the Consolidated Law on Finance and Article 111 of the Consolidated Law on Finance, the Treasury Shares held by UnipolSai are added to the total equity investment held by the Offeror and the Persons Acting in Concert considered jointly.

If the conditions are met, by exercising the Right to Purchase, Unipol will also fulfil the obligation to purchase pursuant to Article 108, paragraph 1, of the Consolidated Law on Finance, towards Issuer shareholders who have made such a request, thus initiating the Joint Procedure. The consideration due for the Shares purchased by exercising the Right to Purchase and the fulfilment of the Purchase Obligation pursuant to Article 108, paragraph 1, of the Consolidated Law on Finance will be determined

on the basis of Article 108, paragraphs 3 or 4, of the Consolidated Law on Finance, based on the number of Shares tendered to the Offer, and may, depending on the case, be equivalent to the Consideration or calculated by Consob according to the criteria set forth in Article 50, paragraphs 4 and 5, of the Issuers' Regulation. For further information regarding the consideration paid under the Joint Procedure, given that the Joint Procedure, where applicable, will take place after the record date of the 2024 Dividend, please refer to Paragraph A.3 above.

The Purchase Right will be exercised as soon as possible after the conclusion of the Offer or of the procedure to fulfil the Purchase Obligation pursuant to Article 108, paragraph 2, of the Consolidated Law on Finance.

The Offeror will disclose whether or not the requirements for the exercise of the Right to Purchase are met in the Press release on the Final Results of the Offer. In positive case, in this event information will also be provided regarding: (i) the volume of the outstanding Shares (in terms of both the number of Shares and the percentage value in relation to the entire share capital); (ii) the methods and terms according to which the Offeror will exercise the Right of Purchase and will simultaneously fulfil the Purchase Obligation pursuant to Article 108, paragraph 1, of the Consolidated Law on Finance, which will trigger the Joint Procedure; and (iii) the methods and timing of the Delisting of the Issuer's Shares.

Pursuant to Article 2.5.1, paragraph 6, of the Stock Exchange Regulations, if the Right to Purchase is exercised, Borsa Italiana will arrange the suspension and/or the Delisting of the Issuer's Shares, bearing in mind the timing of the exercise of the Right to Purchase.

For further information, please refer to Section G, Paragraph G.3, of the Offer Document.

A.12 Potential conflicts of interest between the parties involved in the Offer

Regarding the relations between the parties involved in the Offer, the following should be noted.

Carlo Cimbri, (i) has been appointed Chairman of the Board of Directors of Unipol and Chairman of the Board of UnipolSai, (ii) he holds no. 232,748 UnipolSai shares and (iii) no. 2,812,842 Unipol shares;
Matteo Laterza (i) holds the office of General Manager of Unipol, CEO of UnipolSai, Chairman of the Board of Directors of Leithà S.r.l. and UnipolPay S.p.A., Deputy Chairman of the Board of Directors of Arca Vita S.p.A. and Arca Assicurazioni S.p.A. (ii) holds no. 43,021 UnipolSai shares and (iii) holds no. 549,004 Unipol shares;

It should also be noted that:

Jefferies GmbH and UBS Europe SE act as financial advisors to the Offeror in the context of the Offer and will receive remuneration for this service;
Equita acts as Intermediary Appointed to Coordinate the e Collection of Subscriptions and will receive remuneration for this service;
Mediobanca acts as Guarantor of the exact fulfilment of the Offer and receives remuneration for this service.

Jefferies GmbH and UBS Europe SE, as well as their respective parent companies, subsidiaries or affiliates, may, respectively, have provided, provide or may provide in the future, in the ordinary course of their business, advisory services to a wide range of companies and individuals that may include parties directly or indirectly involved in the Offer and/or the respective shareholders an/or the respective investee companies and/or other companies operating in the same business sector.

Equita, as well as its parent companies, subsidiaries or affiliates, may have provided or may in the future, in the normal course of business, provide financial consulting or investment services or financial services to, or may at any time hold short or long positions and, if permitted by applicable regulations, negotiate or otherwise engage in transactions, on its own account or on behalf of customers, in equity or debt instruments, loans or other financial instruments (including derivatives securities) of the Offeror, the Issuer or of other parties involved in the Offer, or of parent companies, subsidiaries or affiliated companies of the same.

Mediobanca and its group companies (collectively the "MB Group") offer a wide range of securities brokerage and banking services in the ordinary course of business and are involved in a wide range of activities and services including investment, corporate and private banking, asset and investment management, loans and financial consulting services and other commercial services and products in favour of a large number of companies, government institutions and individuals. In the ordinary course of their business, MB Group companies could invest directly or on behalf of their customers or could manage funds that invest, hold or take on, long or short positions, or other financial positions or could manage transactions, directly or on behalf of customers, involving shares, bonds or other securities or financial instruments (including derivatives, bank loans or other bonds) issued by the Offeror, the Issuer or the respective affiliate .

The companies of the MB Group have provided in the past, provide and may provide in the future, investment banking, commercial banking and other financial and banking services in favour of the Issuer and/or the Offeror and have received or in the future may receive remuneration and commissions for the provision of these services, including having acted or as: (i) financial advisor for the Issuer, the Offeror and/or their respective shareholders or companies connected to the same in the context of a few extraordinary merger and acquisition transactions, (ii) bookrunner, global coordinator or lead manager in relation to bond issues or loan transactions for or in favour of the Issuer, the Offeror, and or the respective shareholders or affiliate , and (iii) lending bank in the context of loan transactions, letters of credit and mortgages in favour of the Issuer, the Offeror, and/or the shareholders or companies affiliated with them. To the best of the Offeror's knowledge, in the context of the Offer, Mediobanca also acts as financial advisorto the Board of Directors of the Issuer.

A.13 Possible alternative scenarios for the shareholders to whom the Offer is addressed

For the sake of clarity, the possible scenarios for the Issuer's current shareholders regarding the following assumptions are illustrated below.

It should be noted that the Offer is part of the broader Transaction, which will be carried out through the Merger aimed at:

(A) as for the shareholders of Unipol (i) rationalising the corporate structure of the Group, while simplifying the decision-making processes for the direction and governance of the Group itself; the Company resulting from the Merger will be one of the leading Italian insurance companies, listed on regulated markets, which will also play the role of parent company of the Group, in line with national and international best practices and with market expectations, (ii) optimising its cash and funding profile, (iii) achieving certain cost synergies related to the optimisation of its central structures and related activities, and (iv) optimising the Group's solid solvency position, also in perspective (without prejudice to the effects of the Offer as indicated in Section G., Paragraph G.2.1, point (ii) of the Offer Document);
(B) as for the shareholders of UnipolSai, other than Unipol and the Sub-Holdings, (a) becoming shareholders of Unipol post-Merger, which will be, at the same time, an insurance company and a parent company, (b) holding shares with a degree of liquidity significantly higher than that of UnipolSai shares and (c) increasing their shareholding in the capital of the industrial bancassurance partners (BPER Banca S.p.A. and Banca Popolare di Sondrio S.p.A.), with benefits in terms of expected profitability and diversification in relation to both revenue sources and risk factors.

As part of the Transaction, the Offer constitutes an additional option granted to UnipolSai shareholders that will enable those not intending to participate in the Merger to readily monetise their investment under predefined conditions. The Offer will enable Unipol - depending on the amount of acceptances of the same - to further consolidate its controlling interest in UnipolSai. Furthermore, if on conclusion of the Offer, Unipol ends up holding the entire share capital of UnipolSai, the Merger could be carried out without a share exchange.

(A) Acceptance of the Offer

Acceptance of the Offer during the Acceptance Period:

(i) if the proposed distribution of the 2024 Dividend is approved by the Issuer's ordinary Shareholders' Meeting and the Acceptance Period is not extended, the shareholders will receive an amount equal to Euro 2.700 for each Share held by them that they subscribe to the Offer;
(ii) if the proposed distribution of the 2024 Dividend is approved by the Issuer's ordinary Shareholders' Meeting and the Acceptance Period is extended in compliance with applicable law, the Shareholders will receive an amount equal to EUR 2.535 for each Share held by them that is included in the Offer.

The Consideration will be paid on the fourth Trading Day following the end of the Acceptance Period and, therefore, on 3 May 2024 (unless the Acceptance Period is extended in compliance with applicable regulations).

The Shares included in the Offer will remain bound to the servicing of the same until the Payment Date and the Subscribers may exercise all the economic and administrative ownership rights connected to said Shares, but may not transfer, in whole or in part, or in any case carry out any deeds of disposal (including the establishment of pledges or other restrictions or encumbrances) affecting the Shares Subject to the Offer tendered to the same Offer. During the same period, no interest on the Consideration will be due by the Offeror.

(B) Non- acceptance of the Offer

The Issuer's shareholders who have not accepted the Offer during the Acceptance Period would be faced with one of the possible scenarios described below.

(B.1) Reaching of a shareholding of at least 95% of the Issuer's share capital, as a result of both acceptance of the Offer and any purchases made outside the same pursuant to the applicable regulations by the Acceptance Period deadline, as possibly extended, or the fulfilment of the Purchase Obligation pursuant to Article 108, paragraph 2, of the Consolidated Law on Finance

If, as a result of the Offer, owing to Subscriptions and any purchases of Shares made outside the Offer itself in compliance with the applicable regulations during the Acceptance Period (unless extended pursuant to applicable regulations) and/or the fulfilment of the Purchase Obligation pursuant to Article 108, paragraph 2, of the Consolidated Law on Finance, the Offeror and the Persons Acting in Concert hold a total equity investment of at least 95% of the Issuer's share capital, the Offeror will implement (also on behalf of the Persons Acting in Concert) the Joint Procedure to exercise of the Right to Purchase and the fulfilment of the Purchase Obligation pursuant to Article 108, paragraph 1, of the Consolidated Law on Finance.

In this case, the holders of Shares who have not accepted the Offer will be obliged to transfer the ownership of their Shares to the Offeror and, as a result, will receive a consideration for each of their Shares as established pursuant to Article 108, paragraphs 3 or 4, of the Consolidated Law on Finance, depending the application of paragraph 3 or paragraph 4 on the number of Shares tendered to the Offer, which may, depending on the circumstances, be equal to the Offer Consideration or in accordance with the calculation made by Consob pursuant to the criteria detailed under Article 50, paragraphs 4 and 5, of the Issuers' Regulation. For further information regarding the consideration paid under the Joint Procedure, given that the Joint Procedure, where applicable, will take place after the record date of the 2024 Dividend, please refer to Paragraph A.3 above.

It should be noted that, for the purposes of calculating the thresholds envisaged by Articles 108 and 111 of the Consolidated Law on Finance, the Treasury Shares are added to the total shareholding held by the Offering Party and the Persons Acting in Concert considered jointly.

If the requirements of the Right to Purchase the Shares and the Obligation to Purchase pursuant to Article 108, paragraph 1, of the Consolidated Law on Finance are met, pursuant to Article 2.5.1, paragraph 6, of the Borsa Italiana Regulation, Borsa Italiana will order the suspension and/or revocation of the listing of the Issuer's ordinary Shares, bearing in mind the timing envisaged for the exercise of the Right to Purchase.

(B.2) Reaching of a shareholding of more than 90%, but less than 95% of the Issuer's share capital, as a result of both the Subscriptions and any purchases made outside the same pursuant to the applicable regulations within the end of the Acceptance Period, as possibly extended

If, as a result of the Offer, owing to the Subscriptions and any Shares purchases made outside the Offer itself in compliance with the applicable regulations during the Acceptance Period, the Offeror and the

Persons Acting in Concert would hold a total shareholding of more than 90%, but less than 95% of the Issuer' share capital, the Offeror hereby declares its intention not to restore a sufficient free float to guarantee the regular performance of Issuer Share trading.

In this situation, the Purchase Obligation pursuant to Article 108, paragraph 2, of the Consolidated Law on Finance will be fulfilled by the Offeror by paying a consideration for each Share established pursuant to Article 108, paragraphs 3 or 4, of the Consolidated Law on Finance, depending the application of paragraph 3 or paragraph 4 on the number of Shares contributed to the Offer and may, depending on the case, be equal to the Offer Consideration or as established by Consob based on the criteria detailed under Article 50, paragraphs 4 and 5, of the Issuers' Regulation. The Offeror will communicate the existence of the requirements for the Purchase Obligation pursuant to Article 108, paragraph 2, of the Consolidated Law on Finance in compliance with applicable regulations. For further information regarding the consideration paid as part of the procedure for the fulfilment of the Purchase Obligation by the Offeror pursuant to Article 108, paragraph 2, of the Consolidated Law on Finance, given that the payment date of the consideration within the context of this procedure, where applicable, will fall after the record date of the 2024 Dividend, please refer to Paragraph A.3 above.

It should be noted that, for the purposes of calculating the thresholds envisaged by Article 108 of the Consolidated Law on Finance, the Treasury Shares are added to the total equity investment held by the Offeror and the Persons Acting in Concert considered jointly.

It should be noted that, if the requirements of the Purchase Obligation pursuant to Article 108, paragraph 2, of the Consolidated Finance Act are met, Borsa Italiana - pursuant to Article 2.5.1, paragraph 6, of the Borsa Regulation - will order the Delisting from the first trading day following the date of payment of the consideration relating to the procedure designed to fulfil the Purchase Obligation pursuant to Article 108, paragraph 2, of the Consolidated Law on Finance, unless the scenario under point B.1 above that entails the achievement of at least 95% of the Issuer's share capital leads to the implementation of the Joint Procedure.

Therefore, following the fulfilment of the Purchase Obligation pursuant to Article 108, paragraph 2, of the Consolidated Law on Finance, the Shares will be removed from the listing and the Issuer's shareholders who have decided not tender their Shares to the Offer and who have not asked Unipol to purchase their Shares, pursuant to Article 108 of the Consolidated Law on Finance, will hold financial instruments not traded on any regulated market, without prejudice to the possibility of receiving no. 3 Unipol shares for every no. 10 UnipolSai shares, as a result of a capital increase to be resolved by Unipol in the context of the Merger.

(B.3) Failure by the Offeror to reach a stake of more than 90% of the share capital

If, following the completion of the Offer, the requirements for the Purchase Obligation pursuant to Article 108, paragraph 2, of the Consolidated Law on Finance or for the Joint Procedure are not met, the Issuer's shareholders will retain ownership of their UnipolSai Shares, which will continue to be listed on Euronext Milan.

However, if, as a result of the Offer, a shortage of free float occurs - also as a result of any Share purchases made outside the Offer - such that the regular trading of the Shares cannot be guaranteed, Borsa Italiana may order the suspension and/or Delisting pursuant to Article 2.5.1 of the Borsa Italiana Regulation. In this case, considering that the Offeror does not intend to restore a sufficient free float to ensure the regular execution of trading, the Issuers' shareholders would find themselves holding financial instruments not traded on any regulated market, with the ensuing difficulty of liquidating their own investment, without prejudice to the possibility of receiving Unipol shares as exchange shares in the context of the Merger.

If the Merger is completed, the UnipolSai Shares will be exchanged for Unipol shares in the amount of no. 3 Unipol shares for every no. 10 UnipolSai shares, as a result of a capital increase to be resolved by Unipol within the context of the Merger. It should be noted that the possible approval of the Merger resolution will not give rise to any right of withdrawal in favour of UnipolSai shareholders, as none of the conditions provided for in Article 2437 of the Italian Civil Code or in other legal provisions will have been met.

For further information, please refer to Section G, Paragraph G.2.1, of the Offer Document.

** * **

For merely descriptive purposes, the following table summarizes the main possible alternative scenarios for Issuer shareholders in the event that the Offer and the Merger are completed. The scenarios described below are, among other things, based on a few suppositions regarding future events that may take place; there is no certainty that these potential events may actually be implemented.

Outcome of the Offer	Acceptance of the Offer	Non-acceptance of the Offer
Shareholding of the Offeror not exceeding 90% of the Issuer's share capital	On the date of Payment, the Shareholder receives the Consideration. In the absence of extensions of the Acceptance Period, the Payment Date will fall before the record date of the 2024 Dividend and, therefore, the Issuer's shareholders who accept the Offer during the Acceptance Period will deliver to the Offeror Shares cum dividend ( i.e. inclusive of the coupon relating to the 2024 Dividend) and, as a result, will be entitled to receive an amount equal to Euro 2.700 for each Share tendered to the Offer. For further information, please refer to Section E, Paragraph E.1, of the Offer Document.	The Offeror can express a number of votes in the extraordinary Shareholders' Meeting sufficient to approve the Merger. Within the context of the Merger, the Issuer's shareholders that have not subscribed to the Offer, receive in exchange no. 3 Unipol shares for every no. 10 UnipolSai shares (3), as a result of a capital increase to be resolved by Unipol in the context of the Merger. Any Unipol shares newly issued to service the Exchange Ratio (4) will be made available to UnipolSai shareholders, other than Unipol Group and the Sub-Holdings, based on formats typical of securities centralised with Monte Titoli as listed and dematerialised shares, from the effective date of the Merger if an open trading day, or from the next available trading day.
Shareholding of the Offeror not exceeding 90% of the Issuer's share capital, but below 95% of the Issuer's share capital.	On the date of Payment, the Shareholder receives the Consideration. In the absence of extensions of the Acceptance Period, the Payment Date will fall before the record date of the 2024 Dividend and, therefore, the Issuer's shareholders who accept the Offer during the Acceptance Period will deliver to the cum dividend Offeror Shares ( i.e inclusive of the coupon relating to the 2024 Dividend) and, as a result, will be entitled to receive an amount equal to Euro 2.700 for each Share tendered to the Offer. For further information, please refer to Section E, Paragraph E.1, of the Offer Document.	The Purchase Obligation pursuant to Article 108, paragraph 2 of the Consolidated Law on Finance is implemented and consequently the Issuer's shareholders have the right to ask the Offeror to purchase the Shares held by them for a consideration to be established pursuant to Article 108, paragraphs 3 or 4 of the Consolidated Law on Finance, without prejudice on the effects of the distribution of the 2024 Dividend on the amount of the Consideration as indicated in Section E, paragraph E.1 of the Offer Document. Borsa Italiana orders the Delisting. In the context of the Merger, the shareholders of the Issuer - who

³ It should be noted that, on the Trading Day preceding the Announcement Date (i.e. 15 February 2024), the closing price for Unipol shares was Euro 5.744 (Source: Borsa Italiana S.p.A.).

⁴ It should be noted that, following the completion of the Merger, Unipol will be named "Unipol Assicurazioni S.p.A.".

		have not accepted the Offer or who have not requested Unipol to purchase their Shares as part of the Purchase Obligation pursuant to Article 108, paragraph 2, of the Consolidated Law on Finance - receive as a share exchange no. 3 Unipol shares for every no. 10 UnipolSai shares, through a share capital increase to be resolved by Unipol in the context of the Merger. Any Unipol shares newly issued to service the Exchange Ratio (5) will be made available to UnipolSai shareholders, other than Unipol Group and the Sub-Holdings, based on formats typical of securities centralised with Monte Titoli as listed and dematerialised shares, from the effective date of the Merger if an open trading day, or from the next available trading day.
Shareholding of the Offeror equal to at least 95% of the Issuer's share capital.	On the date of Payment, the Shareholder receives the Consideration. In the absence of extensions of the Acceptance Period, the Payment Date will fall before the record date of the 2024 Dividend and, therefore, the Issuer's shareholders who accept the Offer during the Acceptance Period will deliver to the cum dividend Offeror Shares ( i.e. inclusive of the coupon relating to the 2024 Dividend) and, as a result, will be entitled to receive an amount equal to Euro 2.700 for each Share tendered to the Offer. For further information, please refer to Section E, Paragraph E.1, of the Offer Document.	The Offeror implements the Joint Procedure and purchases the remaining shares for a Consideration to be established in accordance with Article 108, paragraphs 3 or 4 of the Consolidated Law on Finance, as referred by Article 111 of the Consolidated Law on Finance. Borsa Italiana orders the Delisting and the share capital of UnipolSai will be held entirely, directly and indirectly, by Unipol. In this context, the Exchange Ratio will not be applied.

A.14 Application of Article 39bis (Opinion of the Independent Directors)

Pursuant to Article 39bis of the Issuers' Regulation, prior to the approval of the Issuer's Statement by the Issuer's Board of Directors, the Issuer's Independent Directors who are not parties related to the Offeror are required to draw up the Independent Directors' Opinion, i.e. a reasoned opinion containing assessments of the Offer and the fairness of the Consideration.

The Opinion of the Independent Directors was approved by the Issuer's Independent Directors on 3 April 2024 and is attached to the Issuer's Statement, in turn attached to the Offer Document under Section M, Paragraph M. 2.

⁵ Please refer to the previous note.

A.15 Issuer's Statement

As a result of and pursuant to the combined provisions of Articles 103, paragraph 3, of the Consolidated Law on Finance and 39 of the Issuers' Regulation, the Issuer is required to disclose to the market, by the Trading Day prior to the first day of the Acceptance Period, the Issuer's Statement, accompanied by the Opinion of the Independent Directors.

The Issuer's Statement was approved by the Issuer's Board of Directors on 3 April 2024 and is attached to the Offer Document under Section M, Paragraph M. 2, accompanied by the Opinion of the Independent Directors (including the fairness opinion) issued by Rothschild & Co Italia S.p.A.).

A.16 Applicability of the exemption pursuant to Article 101bis, paragraph 3, of the Consolidated Law on Finance

Pursuant to Article 101bis, paragraph 3, of the Consolidated Law on Finance, the Offeror is not subject to the disclosure obligations towards employees and their representatives envisaged by the Consolidated Law on Finance as it holds the majority of the voting rights that can be exercised at the Issuer's ordinary shareholders' meeting.

A.17 Critical issues and impact linked to the national and international macroeconomic context

As at the Offer Document Date, the international macroeconomic scenario is impacted by the enduring conflict between Russia and Ukraine and by concerns about a possible expansion to the Red Sea area of the ongoing conflict in Palestine, with repercussions that have already materialised on costs of transport and delays to international commercial traffic.

With specific reference to the growing tensions on the international geopolitical stage arising from the aforementioned conflicts and taking into account the current circumstances, the Offeror believes that as things stand, the activities of the Unipol Group as well as the reasons for the Offer are not directly influenced by the current situation. However, in light of the uncertainties relating to the evolution of the aforementioned conflicts and a possible escalation of political-military tensions, as well as the possible financial crisis and/or economic recession that they might trigger, at the Offer Document Date it is not possible to predict whether the occurrence of the aforementioned events may have repercussions on the economic, equity and/or financial conditions of the Offeror and/or of the Issuer.

B. PARTIES PARTICIPATING IN THE TRANSACTION

B.RMATION ON THE OFFEROR

B.1.1 Name, legal form and registered office

The company name of the Offeror is "Unipol Gruppo S.p.A.".

The Offeror is a joint-stock company with registered office in Bologna, Via Stalingrado no. 45, registered with the Register of Companies of Bologna, tax code 00284160371 and VAT 03740811207.

The Offering Party is also registered as the parent company of the "Unipol Insurance Group", registered as no. 046 of the Insurance Groups Register held by IVASS.

B.1.2 Year of incorporation and duration

The Offeror was established on 25 January 1961. Under Article 3 of the by-laws of the Offeror, the duration of the Company is until 30 June 2100, unless it is extended or dissolved in advance.

B.1.3 Reference legislation and jurisdiction

The Offeror is a joint-stock company incorporated under Italian law, established in Italy and operating under Italian law.

The authority to resolve disputes arising between the Offeror and its shareholders lies with the jurisdiction of the court of the location where the Offeror is based, in compliance with applicable legal provisions.

B.1.4 Share capital

The Offeror's fully paid-up share capital amounts Euro 3,365,292,408.03, divided into 717,473,508 shares with no nominal value which, due to the increase in voting rights at the Offer Document Date, pursuant to Article 127quinquies of the Consolidated Law on Finance, on the Offer Document Date, assign 1,086,745,467 voting rights.

The Offeror's shares are listed on Euronext Milan and are subject to the dematerialisation regime pursuant to Article 83bisof the Consolidated Law on Finance (ISIN code: IT0004810054).

B.1.5 Shareholders and shareholders' agreements

As at the Offer Document Date, the following table provides indications on: (i) the individual shareholders who, on the basis of the communications sent pursuant to Article 120 of the Consolidated Law on Finance and the information publicly available on the Unipol website, hold a share of the Offeror's share capital or voting rights exceeding 3% of the ordinary share capital of the latter, as well as (ii), in aggregate, the Members of Unipol shareholders' agreement who individually do not exceed that threshold:

Shareholder	Number of ordinary shares	Percentage of share capital	Percentage of voting rights
Coop Alleanza 3.0 Soc. Coop.	159,607,826	22.246%	29.305%
Holmo S.p.A.	47,820,654	6.665%	8.801%
Nova Coop Soc. Coop.	45,200,000	6.300%	8.117%
Cooperare S.p.A.	27,134,937	3.782%	4,994%

English courtesy translation of the Offer Document for convenience only

Coop Liguria Soc. Coop. di Consumo	25,601,718	3.568%	4.712%
Coop Lombardia Soc. Cop.	18,970,710	2.644%	3.198%
Other members of Unipol shareholders' agreement	28,940,178	4.034%	5.087%
Total members of Unipol shareholders' agreement	353,276,023	49.239%	64.213%
- of which syndicated	215,621,214	30.053%	39.682% (6 )
Koru S.p.A.	24,000,000	3.345%	4.417%
Free float	340,043,625	47.395%	31.356%
Treasury Shares (7)	153,860	0.021%	0.014%
Total (8)	717,473,508	100%	100%

It should be noted that at the Offer Document Date a shareholders' agreement (the "Agreement") is in force concerning the Unipol shares, underwritten on 13 December 2017 with effectiveness from 15 December 2017, as subsequently renewed, and currently in place between Coop Alleanza 3.0 Soc. Coop.; Cooperare S.p.A.; Coop Liguria Soc. Coop. di Consumo, Nova Coop. Soc. Coop., Unicoop Tirreno Soc. Coop., Coop Lombardia Soc. Coop., CCPL 2 S.p.A., PAR.COOP.IT S.p.A., Par. Co. S.p.A., Unibon S.p.A., Sofinco S.p.A., FinCCC S.p.A., Cefla Soc. Coop., CMB – Società Coop.va Muratori e Braccianti di Carpi e CAMST Soc. Coop. a r.l. (hereinafter, the "Members of Unipol shareholders' agreement"), which also includes CCPL SpA and Consorzio cooperatives Costruzioni - CCC Soc. Coop, sole shareholders of CCPL 2 S.p.A. and FinCCC S.p.A., respectively, regarding certain provisions of the Agreement, as well as jointly and severally liable for the obligations of the aforementioned Members of Unipol shareholders' agreement that exercise complete control over them. The Agreement is a voting and blocking syndicate and affects a total of no. 215,621,214 Unipol shares, owned by the Members of Unipol shareholders' agreement, representing 30.053% of the share capital, equivalent to 39.682% of the total voting rights of Unipol (percentage calculated based on the number of voting rights as at the Offer Document Date). For more information on the provisions of the Agreement, please refer to the essential information published on the website of Consob (www.consob.it) and of the Offeror (www.unipol.it) pursuant to law and regulations.

As at the Offer Document Date, there is no natural or legal person exercising control over the Offeror pursuant to Articles 2359 of the Italian Civil Code and 93 of the Consolidated Law on Finance.

B.1.6 Management and control bodies and independent auditing company of the Offeror

Board of Directors

Pursuant to the Articles of Incorporation, Unipol is managed by a Board of Directors with no fewer than 15 and no more than 25 members. The appointment of the Board of Directors takes place on the basis of the voting list mechanism and in compliance with the criteria of adequate composition in terms of the

⁶ Percentage calculated on the basis of the number of voting rights at the Offer Document Date.

⁷ Unipol, to service the remuneration plans based on financial instruments currently in place, holds a total of no. 153,860 ordinary treasury shares (equal to approximately 0.021% of the share capital), of which no. 138,933 shares indirectly through the following subsidiaries: UnipolSai (no. 73,694), SIAT S.p.A. (no. 20,138), UniSalute S.p.A. (no. 16,525), Linear S.p.A. (no. 14,743), UnipolRental S.p.A. (no. 6,656), Leithà S.r.l. (no 5,239), UnipolAssistance S.c.a.r.l. (no 1,191) and Arca Vita S.p.A. (no. 747).

⁸ Any differences are due to rounding.

presence of directors of minority groups, independence, as well as representation of the less represented gender in accordance with the provisions of the law and the by-laws.

The members of the Board of Directors of Unipol remain in office for three financial years, their term of office expires on the date of the Shareholders' Meeting called to approve the financial statements relating to the last year of their office and they may be re-elected.

The Board of Directors of Unipol in office at the Offer Document Date, consisting of fifteen directors, was appointed by the Shareholders' Meeting of 28 April 2022. The administrative body will remain in office until the date of the Shareholders' Meeting called to approve the financial statements as at 31 December 2024.

The composition of the Unipol Board of Directors is as follows.

Role	Name and Surname
Chairman	Carlo Cimbri
Deputy Chairman	Ernesto Dalle Rive
Director (*)	Gianmaria Balducci
Director (*)	Daniela Becchini
Director	Mario Cifiello
Director (*)	Roberta Datteri
Director (*)	Cristina De Benetti
Director (*)	Patrizia De Luise
Director (*)	Massimo Desiderio
Director	Daniele Ferrè
Director (*)	Paolo Fumagalli
Director (*)	Claudia Merlino
Director	Roberto Pittalis
Director (*)	Annamaria Trovò
Director	Carlo Zini

(*) Director who has declared that he/she meets the independence requirements pursuant to the Consolidated Law on Finance and the Corporate Governance Code.

The Directors are domiciled for their office at the Offeror's registered office.

As at the Offer Document Date, to the Offeror's knowledge, no member of the Offeror's Board of Directors holds offices or is the holder of Shares and / or other economic interests in the Issuer and/or in other Group companies, nor does he/she hold other offices in Group companies, except as specified below:

Carlo Cimbri (i) holds the position of Chairperson of the Board of Directors of UnipolSai, (ii) holds no. 232,748 UnipolSai shares and (iii) holds no. 2,812,842 Unipol shares (for further information, see the indications provided by Paragraph B.2.6 of the Offer Document);
Matteo Laterza (i) holds the position of General Manager of Unipol, CEO of UnipolSai, Chairperson of the Board of Directors of Leithà S.r.l. and UnipolPay S.p.A., Deputy Chairperson of the Board of Directors of Arca Vita S.p.A. and Arca Assicurazioni S.p.A. (ii) holds no. 43,021 UnipolSai shares and (iii) holds no. 549,004 Unipol shares;
Cristina De Benetti holds no. 11.000 Unipol shares;
Daniele Ferrè holds no. 10,000 Unipol shares;
Paolo Fumagalli holds no. 10,000 Unipol shares;
Carlo Zini holds no. 5,000 Unipol shares;
Roberto Pittalis holds the position of Deputy Chairperson of the Board of Directors of SIAT S.p.A.

Internal Committees

As at the Offer Document Date, the Offeror's Board of Directors has set up the following internal committees with proposal, advisory, investigation and support functions:

Strategic Committee, composed of Carlo Cimbri (as Chairperson), Gianmaria Balducci, Mario Cifiello, Ernesto Dalle Rive, Daniele Ferrè, Roberto Pittalis, Carlo Zini.
Appointments, Governance and Sustainability Committee, composed of Carlo Cimbri (as Chairperson), Roberta Datteri, Claudia Merlino.
Remuneration Committee, composed of Patrizia De Luise (as Chairperson), Ernesto Dalle Rive, Cristina De Benetti.
Control and Risks Committee, composed of Massimo Desiderio (as Chairperson), Daniela Becchini, Paolo Fumagalli, Annamaria Trovò.
Related Parties Committee, composed of Paolo Fumagalli (as Chairperson), Cristina De Benetti, Massimo Desiderio, Annamaria Trovò.

As at the Offer Document Date, no executive committee has been established.

Board of Statutory Auditors

Pursuant to the Articles of the by-laws, the Board of Statutory Auditors of Unipol consists of three standing members and two alternate members. The Standing Auditors and Alternate Auditors are appointed by the Shareholders' Meeting on the basis of lists submitted by the shareholders in compliance with the regulations in force on gender balance so that the members thus appointed remain in office for three financial years and may be re-elected.

The Board of Statutory Auditors of Unipol in office at the Offer Document Date was appointed by the Shareholders' Meeting of 28 April 2022. The control body will remain in office until the date of the Shareholders' Meeting called to approve the financial statements as at 31 December 2024.

Role	Name and Surname
Chairperson	Mario Civetta
Standing Auditor	Maurizio Leonardo Lombardi
Standing Auditor	Rossella Porfido
Alternate Auditor	Luciana Ravicini
Alternate Auditor	Massimo Gatto

The composition of the Board of Statutory Auditors of Unipol is as follows:

All members of the Offeror's Board of Statutory Auditors are domiciled for their office at the Offeror's registered office.

To the best of the Offeror's knowledge, at the Offer Document Date none of the members of the Offeror's Board of Statutory Auditors holds offices or is the holder of Shares and/or other economic interests in the Issuer and/or in Group companies, nor does he/she hold other offices in Group companies, except as specified below:

Mario Civetta holds no. 71,000 Unipol shares;
Rossella Porfido holds the position of Chairperson of the Board of Statutory Auditors of BeRebel S.p.A. and Gruppo UNA S.p.A., Statutory Auditor of UnipolPay S.p.A., UnipolRec S.p.A. and UnipolSai Investimenti SGR S.p.A.

Person in charge of the statutory audit

On 18 April 2019, the audit of Unipol's accounts was entrusted to EY S.p.A., with registered office at Via Meravigli, 12/14 - 20123 Milan (MI), for the period 2021-2029.

B.1.7 Brief description of the Group headed by the Offeror and its related activities

Unipol Gruppo is the holding company at the top of the Unipol Group, with a pre-eminent position in the Italian insurance market and present in various other market sectors besides insurance. It manages and coordinates all the subsidiaries.

The Group's activities are divided into the following lines of business:

Insurance

The Group offers to the market the entire range of risks cover solutions: for mobility (vehicles, navigation and travel), for the home and apartments buildings, for labour (products dedicated to businesses, traders, professionals and legal protection), for personal protection (especially accident and health protection policies) and for investments and welfare. UnipolSai is the main insurance company, supported by specialist companies: UniSalute, specialised in the Healthcare segment; Linear, a company specialised in direct sales, online and via call centres, of motor vehicles products; SIAT, a company operating in the Transport business, with corporate customers primarily reached through brokers. Outside Italy, the Group operates in Serbia, through its subsidiary DDOR Novi Sad and the dedicated captive reinsurance company DDOR Re.

The Group is active in the bancassurance sector mainly through agreements with the BPER Banca Group and Banca Popolare di Sondrio for the distribution of Arca Assicurazioni, Arca Vita and UniSalute products, and with Banca Investis for the sale of BIM Vita products.

Mobility, Welfare and Property ecosystems

Unipol is a reference point for Mobility, Welfare and Property ecosystems, offering its clients a range of integrated skills and solutions: (i) Mobility: the Group is a 360° partner that provides complete solutions for the entire mobility life cycle, particularly with regard to the management of the vehicle repair process with UnipolService and automotive glass repairs through UnipolGlass, response to assistance requests with Unipol Assistance, the Long-Term Rental market with UnipolRental, the electronic toll collection sector and the offer of payments on the move with UnipolMove, a UnipolTech brand that is the telematics provider for UnipolSai and for the other Group companies, (ii) Welfare: the Group has developed new solutions for the corporate welfare sector via the acquisition of the Tantosvago digital company and has reinforced its presence on the flexible benefit market by setting up a new welfare provider Welbee. Additional remote medicine, prevention and access to primary care service are now also provided via the DaVinci HealthCare digital health platform. It's also worth mentioning the acquisition of Società e Salute S.p.A., a company operating in the private health sector under the commercial brand name "Centro Medico Santagostino"; (iii) Property: the Group provides services for homes and apartments buildings, in particular through the development of a craftspeople network that can guarantee quality services and savings on insured services (UnipolHome) and through a franchise network of administrators that provide services for administrators and apartments buildings (UniCasa).

Leithà is the company specifically devoted to innovation.

Real Estate and Other Businesses

The Group is one of the main real estate operators in Italy in terms of assets and also operates in the following sectors: (i) hotels with the UNA Group; (ii) agricultural with Tenute del Cerro; (iii) port services thanks to its Marina di Loano facility.

Through UnipolSai Investimenti SGR, the Unipol Group manages real estate investment funds.

UnipolPay, an electronic money institution (IMEL), is authorised to provide payment and electronic money services in Italy; Unipolis is the Unipol Group's corporate foundation being one of the most important tools for the implementation of social responsibility initiatives, within the context of the more overall sustainability strategy.

In addition, Unipol, both directly and also through UnipolSai, holds linking shares in BPER Banca (total shareholding equal to 19.9% of the share capital, of which 10.5% held directly and 9.3% indirectly through UnipolSai) and Banca Popolare di Sondrio (total shareholding equal to 19.7% of the share capital, of which 10.2% held directly and 9.5% indirectly through UnipolSai).

The graphic representation of the Unipol Group at 31 December 2023 is shown below.

B.1.8 Accounting standards

The Offeror's consolidated financial statements are prepared in accordance with the IAS/IFRS international accounting standards issued by IASB and endorsed by the European Commission.

B.1.9 Unipol financial statements

The Statement of financial position and the Income statement of the Unipol Group for the years ended 31 December 2023 and 31 December 2022 are shown below, compared and accompanied by brief explanatory notes, as well as Statement of cash flows and the Statement of changes in shareholders' equity for the same years.

The consolidated financial statements for the year ended 31 December 2023 were approved by the Board of Directors on 21 March 2024 and were audited by the independent auditors EY S.p.A. which, on 28 March 2024, issued the report pursuant to Article 14 of Italian Legislative Decree no. 30 of 27 January 2010 and Article 10 of Regulation (EU) no. 537/2014. In this regard, EY S.p.A. issued its positive opinion without findings or requests for further information.

It should be noted that, as of the year ended 31 December 2023, the consolidated financial statements of the Unipol Group were prepared by applying, to the entire scope of consolidation, accounting standard IFRS 9 on financial instruments and accounting standard IFRS 17 regarding insurance contracts replacing the previous IFRS 4 and IAS 39 standards, applied for the drafting of the consolidated financial statements for the year ended 31 December 2022.

The new accounting standards, applicable from 1 January 2023, were also applied retroactively to the data presented for comparative purposes for the year 2022, to allow for a uniform comparison. Please refer to the "New accounting standards" section of the information Notes to the Consolidated financial statements of the Unipol Group as at 31 December 2023 for information on the effects of the transition on the Statement of financial position, on the Income statement and on the Shareholders' equity attributable to the owners of the Parent, available on the www.unipol.it website.

STATEMENT OF FINANCIAL POSITION

ASSETS

Amounts in €m

		Asset items	31/12/2023	31/12/2022
1.		INTANGIBLE ASSETS	2,485	2,236
		of which: goodwill	1,883	1,719
2.		PROPERTY, PLANT AND EQUIPMENT	4,187	2,868
3.		INSURANCE ASSETS	1,123	980
3.1		Insurance contracts issued that are assets	63	54
3.2		Reinsurance contracts held that are assets	1,060	926
4.		INVESTMENTS	63,924	59,428
4.1		Investment property	2,302	2,282
4.2		Investments in associates and interests in joint ventures	2,656	1,608
4.3		Financial assets at amortised cost	1,857	1,866
4.4		Financial assets at fair value through OCI	40,697	37,702
4.5		Financial assets at fair value through profit or loss	16,412	15,970
	a)	Held-for-trading financial assets	72	281
	b)	Financial assets at fair value	10,679	8,786
	c)	Other financial assets mandatorily at fair value	5,661	6,903

5.	OTHER FINANCIAL ASSETS	2,490	2,538
6.	OTHER ASSETS	3,431	3,177
6.1	Non-current assets or assets of a disposal group held for sale	133	514
6.2	Tax assets	705	1,180
	a) current	4	37
	b) deferred	701	1,143
6.3	Other assets	2,593	1,483
	7 CASH AND CASH EQUIVALENTS	1,818	1,798
	TOTAL ASSETS	79,458	73,025

SHAREHOLDERS' EQUITY AND LIABILITIES

Amounts in €m

	Items of Shareholders' Equity and Liabilities	31/12/2023	31/12/2022
1.	SHAREHOLDERS' EQUITY	9,799	8,578
1.1	Share capital	3,365	3,365
1.2	Other equity instruments
1.3	Capital reserves	1,639	1,639
1.4	Income-related and other equity reserves	1,756	1,395
1.5	Treasury Shares (-)	(4)	(5)
1.6	Valuation reserves	110	(57)
1.7	Shareholders' equity attributable to non-controlling interests (+/-)	1,602	1,566
1.8	Profit (loss) for the year attributable to the owners of the Parent (+/-)	1,101	525
1.9	Profit (loss) for the year attributable to non-controlling interests (+/-)	230	150
2.	PROVISIONS FOR RISKS AND CHARGES	552	635
3.	INSURANCE LIABILITIES	51,200	47,327
3.1	Insurance contracts issued that are liabilities	51,108	47,194
3.2	Reinsurance contracts held that are liabilities	92	133
4.	FINANCIAL LIABILITIES	15,523	13,339
4.1	Financial liabilities at fair value through profit or loss	10,507	8,723
	a) Financial liabilities held-for trading	95	155
	b) Financial liabilities at fair value	10,412	8,568
4.2	Financial liabilities at amortised cost	5,016	4,616
5.	PAYABLES	1,146	1,336
6.	OTHER LIABILITIES	1,238	1,810
6.1	Liabilities associated with disposal groups held for sale		360
6.2	Tax liabilities	106	389
	a) current	17	13
	b) deferred	89	376
6.3	Other liabilities	1,132	1,061
	TOTAL SHAREHOLDERS' EQUITY AND LIABILITIES	79,458	73,025

Intangible assets

As at 31 December 2023, Intangible assets amounted to Euro 2,485 million (EUR 2,236 million in 2022) and are related to:

Goodwill for Euro 1,883 million (Euro 1,719 million in 2022) allocated to the Non-Life CGU for Euro 1,561 million and to the Life CGU for Euro 322 million;
Other intangible assets amounting to Euro 602 million (Euro 517 million in 2022).

Property, plant and equipment

At 31 December 2023 the tangible assests, net of accumulated depreciation, amount to Euro 4,187 million (Euro 2,868 million in 2022), of which Euro 1,567 million for properties for own use (Euro 1,570 million in 2022) and Euro 2,620 million from other tangible assets (Euro 1,298 million in 2022).

Insurance assets

As at 31 December 2023, these amount to Euro 1,123 million (Euro 980 million in 2022) and include groups of contracts issued for insurance, reinsurance and investment transactions with discretionary participation features, as well as groups of contracts for outwards reinsurance defined and governed by IFRS 17, whose net positions outstanding at the end of the period constitute an asset.

Investments

At 31 December 2023, total Investments amount to Euro 63,924 million (Euro 59,428 million in 2022).

Investment property, net of related accumulated depreciation, amount to Euro 2,302 million (Euro2,282 million in 2022).

Investments in associates and interests in joint ventures amount to Euro 2,656 million (Euro1,608 million in 2022): the item includes the interest in the associate BPER Banca for Euro 1,805 million (Euro 1,516 million at 31/12/2022) and in Banca Popolare di Sondrio for Euro 754 million.

Financial assets at amortised cost amount to Euro 1,857 million (Euro 1,866 million in 2022). They consist of government bonds for Euro 192 million (Euro 197 million in 2022), other debt securities for Euro 1,090 million (Euro 1,065 million in 2022) and other loans and receivables for Euro 575 million (604 million in 2022).

Financial assets at fair value through OCI amount to Euro 40,697 million (Euro 37,702 million in 2022). The item consists of equity instruments for Euro 1,522 million (Euro 2,112 million in 2022), debt securities for Euro 39,176 (Euro 35,590 million in 2022), of which Euro 25,814 million referring to government bonds (E 24,393 million in 2022) and Euro 13,361 million relating to other debt securities (Euro 11,197 million in 2022).

Financial assets at fair value through profit or loss amount to Euro 16,412 million (Euro 15,970 million in 2022) and consist of the following sub-items:

Held-for-trading financial assets (Euro 72 million as at 31 December 2023 and Euro 281 million in 2022). The item is made up of non-hedging derivatives for Euro 42 million (Euro 99 million in 2022) and hedging derivatives for Euro 30 million (Euro 182 million in 2022);
Financial assets at fair value (Euro 10,679 million as at 31 December 2023 and Euro 8,786 million in 2022). The item consists of equity instruments for Euro 157 million (Euro 132 million in 2022), debt securities for Euro 5,357 million (Euro 4,061 million in 2022), UCITS units for Euro 4,861 million (EUR 4,316 million in 2022) and other financial instruments for Euro 304 million (Euro 277 million in 2022);
Other financial assets mandatorily at fair value (Euro 5,661 million as at 31 December 2023 and Euro 6,903 million in 2022). The item consists of debt securities for Euro 1,532 million (Euro 2,768 million in 2022) and UCITS units for Euro 4,128 million (Euro 4,135 million in 2022).

Other financial assets

The item includes financial assets not included in the item "Investments" and amounts to Euro 2,490 million (Euro 2,538 million in 2022). It consists of receivables from intermediaries and companies for

Euro 580 million (Euro 605 million in 2022), tax receivables for Euro 1,346 million (Euro 1,348 million in 2022), trade receivables for Euro 361 million (Euro 255 million in 2022) and payments made as cash collateral against derivative payables for Euro 79 million (Euro 226 million in 2022).

Shareholders' equity

At 31 December 2023, total Shareholders' equity amounts to Euro 9,799 million (Euro 8,578 million in 2022), recording an increase in the Shareholders' equity attributable to the owners of the Parent (Euro1,105 million) and in non-controlling interests (Euro 116 million).

With regard to the Shareholders' equity attributable to the owners of the Parent (as at 31 December 2023 equal to Euro 7,967 million and equal to Euro 6,862 in 2022), the main changes during the period refer to:

a decrease due to dividend distribution for Euro 265 million;
an increase of Euro 167 million due to the positive change in valuation reserves;
an increase of Euro 81 million deriving from gains from the sale of equity instruments measured at fair value through other comprehensive income;
an increase of Euro 1,101 million as a result of the Group profit at 31 December 2023.

With regard to the Shareholders' equity attributable to non-controlling interests (as at 31 December 2023 equal to Euro 1,832 million and equal to Euro 1,716 in 2022), the main changes during the period refer to:

a decrease of Euro 98 million for payment of dividends to third parties;
an increase of Euro 37 million due to the positive change in valuation reserves attributable to non-controlling interests;
an increase of Euro 5 million resulting from gains from the sale of equity instruments measured at fair value through other comprehensive income;
a decrease of Euro 25 million, net of taxes, to pay the coupon to holders of the Restricted Ttier 1 capital instrument issued by UnipolSai;
an increase of Euro 230 million due to profit attributable to non-controlling interests.

The Shareholders' equity attributable to non-controlling interests includes, for Euro 496 million, a perpetual regulatory capital instrument (so named "Restricted Tier 1") issued by UnipolSai in 2020.

Insurance liabilities

As at 31 December 2023, these amount to Euro 51,200 million (Euro 47,327 million in 2022) and include groups of contracts issued for insurance, reinsurance and investment transactions with discretionary participation features, as well as groups of contracts for outwards reinsurance, defined and governed by IFRS 17, whose net positions at the end of the period constitute a liability.

Financial liabilities

Financial liabilities amounted, as at 31 December 2023, to Euro 15,523 million (Euro 13,339 million in 2022) and consist of Financial liabilities at fair value through profit or loss for Euro 10,507 million (Euro 8,723 million in 2022) and Financial liabilities at amortised cost of Euro 5,016 million (Euro 4,616 million in 2022). The latter are mainly made up of:

subordinated liabilities issued by UnipolSai for Euro 1,287 million (of which Euro 1,250 million related to hybrid bonds);
debt securities issued by Unipol, listed on the Luxembourg Stock Exchange, for Euro 2,428 million and by the subsidiary Società e Salute S.p.A. for Euro 5 million.

Payables

This item includes payables to intermediaries and companies and other payables such as, for example, trade payables, policyholders' tax due, post-employment benefits, sundry tax payables and social

security charges payable. As at 31 December 2023, the item amounts to Euro 1,146 million (Euro 1,336 million in 2022).

INCOME STATEMENT

			Amounts in €m
	Items		31/12/2023 31/12/2022
1.	Insurance revenue from insurance contracts issued	9,571	8,549
2.	Insurance service expenses from insurance contracts issued	(9,405)	(7,307)
3.	Insurance revenue from reinsurance contracts held	637	190
4.	Insurance service expenses from reinsurance contracts held	(396)	(358)
5.	Result of insurance services	407	1,074
6.	Gains/losses on financial assets and liabilities at fair value through profit or loss	470	(338)
7.	Gains/losses on investments in associates and interests in joint ventures	641	348
8.	Gain/losses on other financial assets and liabilities and investment property	1,326	996
8.1	- Interest income calculated with the effective Interest method	1,452	1,425
8.2	- Interest expense	(186)	(152)
8.3	- Other income/Charges	160	153
8.4	- Realised gains/losses	(9)	(38)
8.5	- Unrealised gains/losses	(91)	(392)
	of which: Related to impaired financial assets	(10)	(3)
9.	Balance on investments	2,437	1,006
10.	Net financial costs/revenues relating to insurance contracts issued	(1,286)	(838)
11.	Net financial revenues/costs relating to reinsurance transfers	(3)	(2)
12.	Net financial result	1,148	166
13.	Other revenue/costs	1,096	516
14.	Operating expenses:	(564)	(482)
14.1	- Investment management expenses	(75)	(92)
14.2	- Other administrative expenses	(489)	(390)
15.	Net provisions for risks and charges	(10)	(14)
16.	Net impairment losses/reversals on property, plant and equipment	(377)	(285)
17.	Net impairment losses/reversals on intangible assets	(133)	(98)
	of which: Value adjustments to goodwill
18.	Other operating expenses/income	(2)	(2)
19.	Pre-tax Profit (Loss) for the period	1,565	875
20.	Income taxes	(234)	(200)
21.	Profit (Loss) for the year after taxes	1,331	675
22.	Profit (Loss) from discontinued operations
23.	Consolidated Profit (Loss)	1,331	675
	of which: attributable to the owners of the Parent	1,101	525
	of which: attributable to non-controlling interests	230	150

Operating performance

The Unipol Group closes 2023 financial year with consolidated net profit of Euro 1,331 million, a value positively impacted for Euro 267 million by the badwill recognised on the initial consolidation at equity of the investment in Banca Popolare di Sondrio (following the acquisition by Unipol Gruppo of a 10.2% interest in the Bank, which brought the Group's overall equity investment to 19.7%). The net profit, excluding this extraordinary item, is equal to Euro1,064 million. The final balance for 2022, restated for comparative purposes in application of the new standards, would have been equal to Euro 675 million (normalised result Euro 584 million).

The 2022 results were impacted by extraordinary components: negatively by the allocation of a solidarity fund for employees, and, positively, by the effects deriving from the increase, from 18.9% to 19.9%, in Unipol's total interest in BPER and the badwill recognised by BPER following the acquisition of Banca Carige. The impact of the same extraordinary items on the pre-tax result was positive by Euro 31 million.

Insurance income performance

At 31 December 2023, direct insurance income, gross of reinsurance, stood at Euro 15,060 million, up (+10.4%) compared to Euro 13,645 million at 31 December 2022.

Non-Life direct premiums, amounting to Euro 8,651 million, recorded growth of 4.2% compared to Euro 8,304 million at 31 December 2022. UnipolSai Assicurazioni, which recorded Non-Life premiums of Euro 6,952 million (+1.0%), and the other main Group companies contributed to this amount. Of these, of particular note were:

UniSalute, which achieved premiums of Euro796 million (+38.7%) following the launch of the UniSalute 2.0 project, thanks to which the Group's agency and bancassurance distribution networks offer retail and SME customers the Health products offered by the company, which is a leaderin its market;
Linear, active in the direct motor vehicle segment, which accounted for premiums of Euro 216 million (+12.2%);
- Arca Assicurazioni, which reported premiums of Euro 272 million (+10.9%), confirming the strategic nature of the bancassurance business, which relies on the branch network of the various banking partners where the Group's products are sold.

In the Life business, the Group achieved direct premiums of Euro 6,409 million, up sharply (+20.0%) compared to Euro 5,341 million in 2022, despite a still difficult market context due to the generalised increase in interest rates and the climate of uncertainty also created by the Eurovita crisis, the resolution of which also benefited from a contribution from the Unipol Group. The sales networks focused on traditional and multi-segment products, with a view to optimising the net flows of segregated funds, which made it possible to achieve positive net inflows.

Premiums were very strong in the bancassurance channel, which with Arca Vita, together with the subsidiary Arca Vita International, recorded an increase of 34.8% compared to 2022 (Euro 2,554 million).

UnipolSai recorded growth, with direct premiums of Euro 3,811 million, +12.3% over 2022, in part thanks to the acquisition of new contracts of pension funds.

Performance indicators

The combined ratio at 31 December 2023 is equal to 98.2%. The loss ratio is equal to 71.5%, while the expense ratio stands at 26.7%. The 2023 loss ratio was affected by atmospheric events linked to the flood that struck Emilia-Romagna in May and the wind and hailstorms in Northern Italy at the end of July. These were exceptional events that demonstrate the danger of ongoing climate change that the insurance sector will have to face more and more.

Financial management

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

The gross profitability of the Group's insurance financial investment portfolio achieved a return of 3.8% on invested assets, of which 3.4% from coupons and dividends and 0.4% from sales and valuations.

Amounts in €m

English courtesy translation of the Offer Document for convenience only

Net financial result at 31 December 2023, amounting to Euro 1,148 million (Euro 166 million in 2022), includes net income of Euro 309 million (Euro288 million at 31/12/2022), resulting from the consolidation using the equity method of BPER Banca and Euro 289 million from the initial consolidation using at equity of Banca Popolare di Sondrio (of which Euro 267 million as badwill).

STATEMENT OF CASH FLOWS (INDIRECT METHOD)

	Amount
	31/12/2023	31/12/2022
Net cash flows generated by/used for:	(+/-)	(+/-)
- Profit (loss) for the period (+/-)	1,331	675
- Net revenues and costs of insurance contracts issued and reinsurance transfers (+/-)	883	(234)
- Capital gains/losses on financial assets at fair value through profit or loss (-/+)	(1,705)	(729)
- Other non-monetary gains and losses on financial instruments, investment property and investments (+/-)	(1,661)	2,054
- Net provisions for risks and charges (+/-)	(83)	188
- Interest income. dividends, interest expense. taxes (+/-)	(2,713)	(3,429)
- Other adjustments (+/-)	823	(1,186)
- interest income collected (+)	1,026	1,012
- dividends collected (+)	229	216
- interest expense paid (-)	(206)	(181)
- paid taxes (-)	(100)	(317)
Net cash flows generated by/used for other monetary items from operating activities	(+/-)	(+/-)
- Insurance contracts classifiable as liabilities/assets (+/-)	587	1,093
- Reinsurance transfers classifiable as assets/liabilities (+/-)	68	(147)
- Liabilities from financial contracts issued by insurance companies	1,187	1,287
- Receivables of banking subsidiaries (+/-)
- Liabilities of banking subsidiaries (+/-)	(1)
- Other financial instruments and liabilities at fair value through profit or loss (+/-)	1,676	960
- Other financial instruments and liabilities (+/-)	196	460
Total net cash flow generated by/used for operating activities	1,537	1,722
Net cash flows generated by/used for:	(+/-)	(+/-)
- Sale/purchase of investment property (+/-)	(24)	(266)
- Sale/purchase of investments in associates and joint ventures (+/-)	(288)	(74)
- Dividends collected on equity investments (+)	553	597
- Sale/purchase of financial assets measured at amortised cost (+/-)	(16)	461
- Sale/purchase of financial assets measured at fair value through other comprehensive income (+/-)	(291)	(1,826)
- Sale/purchase of property, plant and equipment and intangible assets (+/-)	(1,293)	(817)
- Sale/purchase of subsidiaries and business units (+/-)	(114)
- Other net cash flows from investing activities (+/-)	63	24
Total net cash flow generated by/used for investing activities	(1,410)	(1,901)
Net cash flows generated by/used for:		(+/-)
- Issues/purchases of equity instruments (+/-)		(25)
- Issues/purchases of Treasury Shares (+/-)	1	(4)
- Distribution of dividends and other purposes (-)	(388)	(321)
- Sale/purchase of non-controlling interests (+/-)

- Issues/purchases of subordinated liabilities and participating financial instruments (+/-)	(116)	(80)
- Issues/purchases of liabilities measured at amortised cost (+/-)	392	472
Total net cash flow generated by/used for financing activities		42
NET CASH FLOW GENERATED/USED DURING THE YEAR	16	(137)

Key:

(+) generated

(–) used

T = reference year of the financial statements

RECONCILIATION

Financial statement items		Amount
	31/12/2023	31/12/2022
Cash and cash equivalents at 1 January	1,802	1,939
Total net cash flow generated/used during the year	16	(137)
Cash and cash equivalents: effect of exchange rate changes	0	0
Cash and cash equivalents at the end of the year	1,818	1,802

Cash and cash equivalents at the beginning of 2022 include Euro 0.2 million in cash and cash equivalents of non-current assets or dismissed operations assets held for sale.

Cash and cash equivalents at the end of 2022 and the beginning of 2023 include Euro 4.4 million in cash and cash equivalents of noncurrent assets or dismissed operations assets held for sale.

Amounts in €m

English courtesy translation of the Offer Document for convenience only

STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY

	Share capita l	Capital reserves	Income related and other equity reserves	Treasu ry Shares	Valuat ion reserv es	Profit (loss) for the year attributa ble to the owners of the Parent	Equity attributa ble to the owners of the Parent	Sharehold ers' equity attributabl e to non controllin g interests	Total equity
Balance at 1.1.2022 of which:	3,365	1,639	2,585	(1)	453	797	7,025	1,813	8,838
Changes to opening balance			33		(916)		(755)	(129)	(883)
Allocation of profit (loss) for the year 2021
Reserves			523			(476)	47	12	(3,598)
Dividends
and other allocations			(121)			(950)	(941)	(149)	396
Changes
during the
year
Issuance of new shares
Purchase of
Treasury				(4)			(4)		(4)
shares
Changes in			(27)				19	(46)	(27)
investments Comprehen
sive Income					(523)	675	72	81	153
Statement
Other			(3)			3	3	5	(230)
changes
Balance at	3,365	1,639	2,974	(5)	(70)	675	6,862	1,716	8,578
31.12.2022 Balance at
1.1.2023	3,365	1,639	2,974	(5)	(70)	675	6,862	1,716	8,578
of which:
Changes to
opening
balance
Allocation of profit
(loss) for
the year
2022
Reserves			312			(312)
Dividends
and other			(25)			(363)	(265)	(123)	(388)
allocations Changes
during the
year

(4)	128	1,331	7,967	1,832	9,799
					77


	198	1,331	1,268	261	1,530

					1


1			1		1



1 77				100	1 (24)

Payables and receivables from related parties

Transactions with related parties, compared to the size of the Unipol Group, are negligible.

	Amounts in €m
	Affliates	Other	Total	% incidence (1)	% incidence (2)
Financial assets at amortised cost	25		25	0.0	1.6
Financial assets at fair value with through OCI	87		87	0.1	5.7
Other financial assets	76		76	0.1	4.9
Other assets	13		13	0.0	0.8
Cash and cash equivalents	1,691		1,691	2.1	110.0
Total assets	1,891		1,891	2.4	123.0
Financial liabilities at amortised cost	113		113	0.1	7.4
Payables	88		88	0.1	5.7
Other liabilities	5		5	0.0	0.3
Total liabilities	210		210	0.3	13.7
Insurance service expenses from insurance contracts issued	(136)		(136)	(8.7)	(8.8)
Interest income calculated with the effective interest method	3		3	0.2	0.2
Other income/Charges	21		21	1.3	1.4
Other revenue/costs	56		56	3.6	3.6
Operating expenses:	(11)	(1)	(12)	(0.8)	(0.8)

(1) Percentage based on total assets in the consolidated statement of financial position recognised under shareholders' equity, and on pre-tax profit (loss) for income statement items.

(2) Percentage on total net cash flow from operating activities mentioned in the statement of cash flows.

Solvency II position

The consolidated solvency as at 31 December 2023, according to the partial internal model approved by the Supervisory Authority, is equal to 215% (200% as at 31 December 2022), net of expected dividends.

Secured loans, negative pledges and covenants

The main outstanding loans, at the Offer Document Date, pertaining to the Unipol Group refer to UnipolSai and its subsidiaries.

The Group's debt is in some cases supported by personal and real guarantees and, in some other cases, by provision of assets allocated by some Group companies.

Some of the main long-term loans payable of the UnipolSai Group also contain limitations and commitments on the part of the debtor companies (such as, for example, negative pledge clauses and covenantslinked to the related financial debt and permitted guarantees).

B.1.10 Recent performance

With regard to the Non-Life insurance business, the effects of ongoing climate change, which generated a considerable increase in claims in 2023, are leading to changes in products, at both tariff and regulatory level, in addition to a revision of reinsurance treaties in order to contain claim peaks. With regard to Motor Third Parties Liability, despite 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 also continue to be offered across all production networks in 2024 to promote the profitability of segregated funds, alongside multi-segment and protection products, while maintaining leadership in the Pension Funds sector.

As set forth in our 2022-2024 Business Plan, after two years in which all ecosystems in which the Group is active recorded strong growth, both internally and externally, in 2024 activities will be focused on the integration and consolidation of the various businesses. To this end, the merging of the Dyadea health centres as of 1 January 2024 with Società e Salute (Centro Medico Santagostino). Together, they have 45 facilities in various Italian cities and strengthen the offer of the Welfare ecosystem, which is one of the Group's main strategic assets.

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

B.1.11 Persons acting in concert

Pursuant to Article 101bis, par. 4bis, lett. b) of the Consolidated Law on Finance, the Intermediate Holdings are Persons Acting in Concert.

The Offeror will be the only party to become the purchase agent of the Shares that are tendered to the Offer, and that shall assume the related obligations and responsibilities.

B.2 INFORMATION ON THE ISSUER

B.2.1 Name, legal form and registered office

The company name of the Issuer is "UnipolSai Assicurazioni S.p.A.".

UnipolSai is a joint-stock company with registered office in Bologna, Via Stalingrado no. 45, registered with the Register of Companies of Bologna, tax code 00818570012 and VAT 03740811207.

The Issuer is also registered in the Register of Insurance and Reinsurance Companies held by IVASS at No. 1.00006 and belongs to the "Unipol Insurance Group".

B.2.2 Year of incorporation and duration

The Issuer was established on 29 September 1921. Pursuant to Article 4 of the by-laws of the Issuer, the duration of the company is established as at 31 December 2100.

B.2.3 Reference legislation and jurisdiction

The Issuer is a joint-stock company incorporated under Italian law, established in Italy and operating under Italian law.

The authority empowered to resolve disputes between the Issuer and its shareholders is entrusted to the jurisdiction of the court in the location where the Issuer is based, in compliance with applicable legal provisions.

B.2.4 Share capital

The fully paid-up share capital of the Issuer equals to Euro 2,031,456,338.00, divided into 2,829,717,372 ordinary shares with no nominal value which, due to the increase in voting rights pursuant to Article 127quinquiesof the Consolidated Law on Finance, assign 5,138,474,354 voting rights.

The Shares are listed on Euronext Milan and are subject to the dematerialisation regime pursuant to Article 83bisof the Consolidated Law on Finance (ISIN code: IT0004827447).

The Issuer has not issued categories of shares other than ordinary shares or bonds convertibles into shares, nor is there any commitment for the issue of convertibles bonds or any mandate that attributes to the Issuer's Board of Directors the power to resolve the issue of bonds convertible into UnipolSai shares.

Treasury Shares and remuneration plans

As at the Offer Document Date, UnipolSai holds a total of no. 179,631 ordinary Treasury Shares (equal to approximately 0.006% of the share capital), of which no. 106,042 shares indirectly through the following subsidiaries: Arca Vita S.p.A. (no.3,541), Leithà Srl (no. 11,556), SIAT S.p.A. (no. 43,899), UniSalute S.p.A. (no. 34,461), UnipolRental S.p.A. (no. 10,607) and UnipolAssistance S.c.a.r.l. (no. 1,978) to service the existing remuneration plans based on financial instruments.

As at the Offer Document Date, based on the information available on the Issuer's website:

• the Issuer's Shareholders' Meeting held on 17 April 2019 approved a remuneration plan based on financial instruments for the benefit of the Issuer's executives. The 2019-2021 Remuneration Plan, subject to the occurrence of certain conditions and the achievement of specific objectives, provides for the gratuitous bonus issue, starting in 2022, in addition to the Unipol shares, also of Treasury Shares held by UnipolSai in portfolio at the date when the Shares were allocated based on the procedures set out in the regulation of the same Plan.

2021 Remuneration Plans and some subsidiaries have assigned a total of no. 34,055 Treasury Shares

• the Issuer's Shareholders' Meeting held on 27 April 2022 approved a remuneration plan based on financial instruments for the benefit of the Issuer's executives. The 2022-2024 Compensation Plan, subject to the occurrence of certain conditions and the achievement of specific objectives, provides for the gratuitous bonus issue, starting from 2026, in addition to the shares of the parent company UG, also of Treasury Shares held by UnipolSai in its portfolio at the date when the Shares were allocated based on the procedures set out in the regulation of the same Plan.

to its executives who are beneficiaries of the respective 2019-2021 Remuneration Plans;

It should also be noted that, pending the Offer, additional UnipolSai shares may be allocated to execute the 2019-2021 and 2022-2024 Remuneration Plans (as approved by UnipolSai Investimenti SGR S.p.A.) amounting to a maximum total of no. 4,622.

For more information, please refer to the Issuer's website www.unipolsai.com, and in particular to the Information Documents prepared by UnipolSai in relation to the individual plans and the documentation on the ordinary Shareholders' Meetings of UnipolSai held on 17 April 2019 and 27 April 2022, available on the Issuer's website www.unipolsai.com in the Governance / Shareholders' Meetingsection.

B.2.5 Significant shareholders

As at the Offer Document Date, on the basis of the communications sent pursuant to Article 120 of the Consolidated Law on Finance and the information publicly available on the UnipolSai website, the shareholders who hold a share of the share capital or voting rights of the Issuer exceeding 3% of the ordinary share capital of UnipolSai are indicated in the following table:

Shareholder	Number of ordinary shares	Percentage of share capital	Percentage of voting rights
Unipol Gruppo S.p.A.	1,725,664,024	60.984%	67.166%
Unipol Finance S.r.l.	280,142,020	9.900%	9.989%
UnipolPart I S.p.A.	280,142,020	9.900%	9.989%
Unipol Investment S.p.A.	124,801,460	4.410%	4.702%
Free float	418,788,217	14.800%	8.150%
Treasury Shares9	179,631	0.006%	0.003%
Total10	2,829,717,372	100%	100%

At the Offer Document Date, the Offeror, directly and indirectly via the Intermediary Holding Companies, holds a total of no. 2,410,749,524 Shares, representing 85.194% of the share capital and - due to the increased voting rights pursuant to Article 127-quinquies of the Consolidated Law on Finance - 91.846% of the voting rights of UnipolSai.

⁹ UnipolSai holds a total of no. 179,631 ordinary treasury shares (equal to approximately 0.006% of the share capital), of which no. 106,042 shares indirectly through the following subsidiaries: Arca Vita SpA (3,541), Leithà Srl (11,556), SIAT SpA (43,899), UniSalute SpA (34,461), UnipolRental SpA (10,607) and UnipolAssistance Scarl (1,978) to service the existing remuneration plans based on financial instruments.

¹⁰ Any differences are due to rounding.

B.2.6 Management and control bodies and independent auditors of the Issuer