Unipol — M&A Activity 2024

Mar 7, 2024

Informazione Regolamentata n. 0265-54-2024	Data/Ora Inizio Diffusione 7 Marzo 2024 20:02:39		Euronext Milan
Societa'	:	UNIPOL
Identificativo Informazione Regolamentata	:	187064
Utenza - Referente	:	UNIPOLN04 - Nerdi
Tipologia	:	3.1
Data/Ora Ricezione	:	7 Marzo 2024 20:02:39
Data/Ora Inizio Diffusione	:	7 Marzo 2024 20:02:39
Oggetto	:	Press release Unipol
Testo del comunicato

Vedi allegato

THE RELEASE, PUBBLICATION OR DISTRIBUTION OF THIS NOTICE IS NOT PERMITTED IN ANY COUNTRY WHERE SUCH NOTICE WOULD VIOLATE THE RELEVANT APPLICABLE REGULATION

PRESS RELEASE

Notice pursuant to Article 41, paragraph 2, letter c) of the Regulation adopted by the Commissione Nazionale per le Società e la Borsa (CONSOB) with resolution no. 11971 of 14 May 1999, as subsequently amended and supplemented (the "Issuers' Regulations")

Bologna, 7 March 2024 – With reference to the voluntary tender offer ("Offer") on the ordinary shares of UnipolSai Assicurazioni S.p.A. ("UnipolSai" or the "Issuer"), launched by Unipol Gruppo S.p.A. ("Unipol") on 16 February 2024, pursuant to Article 102, paragraph 1, of Legislative Decree no. 58 of 24 February 1998, as subsequently amended and supplemented, and pursuant to Article 37 of the Issuers' Regulation, it is hereby announced that the sale transactions relating to UnipolSai ordinary shares (ISIN Code IT0004827447) have been carried out by the persons indicated in the following table, in their capacity as representatives of Unipol, UnipolSai and Unipol's subsidiaries.

That transactions have been carried out for the purpose of discharging the tax charges related to the assignment of shares in accordance with the provisions of the compensation plan based on financial instruments for the three-year period 2019-2021 of the performance share type approved by the competent Shareholders' Meeting.

Date	Name	Type of transaction	Number of shares	Currency	Weighted average price per shares
7 March 2024	Federico Arpe	Sale	1,989	Euro	2.67
7 March 2024	Renzo Giovanni Avesani	Sale	5,441	Euro	2.67
7 March 2024	Gianluca Banfi	Sale	2,351	Euro	2.67
7 March 2024	Marco Battisti	Sale	3,101	Euro	2.67
7 March 2024	Riccardo Baudi	Sale	5,334	Euro	2.67
7 March 2024	Mario Bocca	Sale	5,359	Euro	2.67
7 March 2024	Alberto Boidi	Sale	2,242	Euro	2.67

PRESS RELE/

7 March 2024	Filiberto Borghi	Sale	2,557	Euro	2.67
7 March 2024	Andrea Brunialti	Sale	2,088	Euro	2.67
7 March 2024	Graziano Calosi	Sale	489	Euro	2.67
7 March 2024	Maurizio Castellina	Sale	8,963	Euro	2.67
7 March 2024	Carlo Cimbri	Sale	57,711	Euro	2.67
7 March 2024	Daniela D'Agostino	Sale	653	Euro	2.67
7 March 2024	Gian Luca De Marchi	Sale	3,687	Euro	2.67
7 March 2024	Duccio Andrea Donati	Sale	1,498	Euro	2.67
7 March 2024	Alberto Federici	Sale	2,517	Euro	2.67
7 March 2024	Alfonso Roberto Galante	Sale	4,653	Euro	2.67
7 March 2024	Angelo Galetti	Sale	1,581	Euro	2.67
7 March 2024	Federico Emanuele Gentile	Sale	1,843	Euro	2.67
7 March 2024	Roberto Giay	Sale	10,712	Euro	2.67
7 March 2024	Giovanna Gigliotti	Sale	4,968	Euro	2.67
7 March 2024	Matteo Laterza	Sale	10,755	Euro	2.67
7 March 2024	Silvia Lazzari	Sale	1,691	Euro	2.67
7 March 2024	Giuseppe Lobalsamo	Sale	3,947	Euro	2.67
7 March 2024	Giacomo Maria Saverio Lovati	Sale	5,059	Euro	2.67

PRESS RELE/

7 March 2024	Maurizio Marcorin	Sale	749	Euro	2.67
7 March 2024	Francesco Marinaro	Sale	2,005	Euro	2.67
7 March 2024	Daniela Marucci	Sale	642	Euro	2.67
7 March 2024	Francesco Masci	Sale	1,642	Euro	2.67
7 March 2024	Gianluca Mazza	Sale	245	Euro	2.67
7 March 2024	Alessandro Nerdi	Sale	694	Euro	2.67
7 March 2024	Norberto Odorico	Sale	3,785	Euro	2.67
7 March 2024	Beatrice Paoletti	Sale	3,588	Euro	2.67
7 March 2024	Massimo Piana	Sale	2,178	Euro	2.67
7 March 2024	Fulvia Pirini	Sale	3,545	Euro	2.67
7 March 2024	Pietro Ranieri	Sale	1,326	Euro	2.67
7 March 2024	Andrea Rapetti	Sale	ರಿಕೆಯ	Euro	2.67
7 March 2024	Alberto Rimoldi	Sale	343	Euro	2.67
7 March 2024	Luca Rinaldi	Sale	684	Euro	2.67
7 March 2024	Enrico San Pietro	Sale	7,017	Euro	2.67
7 March 2024	Giovanni Siciliano	Sale	3,425	Euro	2.67
7 March 2024	Luca Tomasini	Sale	800	Euro	2.67
7 March 2024	Paolo Trigari	Sale	828	Euro	2.67
7 March 2024	Vittorio Verdone	Sale	3,183	Euro	2.67
7 March 2024	Marco Vesentini	Sale	1,707	Euro	2.67

7 March 2024	Mario Vidale	Sale	1,379	Euro	2.67
7 March 2024	Luca Zaccherini	Sale	3,896	Euro	2.67

The following additional sale transaction, still relating to UnipolSai Ordinary shares, have been carried out by the person indicated below, in her capacity as Director of a Unipol's subsidiary, is also hereby announced:

Date	Name	Type of transaction	Number of shares	Currency	Weighted average price per shares
7 March 2024	Daniela Cavallo	Sale	1,244	Euro	2.67

The text of this press release is also available on the website of the Issuer at www.unipolsai.com.

*******

The Offer is launched in Italy, since the Shares are listed on Euronext Milan, organised and managed by Borsa Italiana S.p.A., and it is addressed, without discrimination and on equal terms, to all shareholders of the Issuer.

As of the date of this press release, the Offer is not promoted or disclosed, directly or indirectly, in the United States of America, Australia, Canada, Japan or in any other Country in which the Offer is not permitted in the absence of authorisation by the competent local authorities or is in breach of rules or regulations (the "Other Countries"), nor by using any means of communication or international commerce (including, without limitation, the postal network, fax, telex, e-mail, telephone and internet) of the United States of America, Australia, Canada, Japan or of the Other Countries or any facility of any kind of the financial intermediaries of the United States of America, Australia, Canada, Japan or the Other Countries, or in any other manner.

Copy of this press release, or any part thereof, as well as a copy of any document relating to the Offer (including the Offer Document), 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, in Australia, in Canada, in Japan or in the Other Countries. No person receiving the above documents shall distribute, send or dispatch them (either by post or by any other means or instrument of communication or international commerce) in the United States of America, Australia, Canada, Japan or the Other Countries.

This press release is accessible in or from the United Kingdom only: (i) by persons who have professional investment experience falling within Section 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as subsequently amended (the "Order") or (ii) by high net

worth companies and other persons to whom the press release may lawfully be transmitted to, as they fall within Section 49(2), subparagraphs (a) through (d), of the Order (all such persons are jointly referred to as "Relevant Persons"). The financial instruments referred to in this press release are available only to the Relevant Persons (and any invitation, offer, agreement to subscribe, purchase or otherwise acquire such financial instruments shall be addressed only to such Relevant Persons). Any person who is not a Relevant Person should not act or rely on this document or its contents.

This press release, as well as any other document relating to the Offer (including the Offer Document) do not constitute and shall not be construed as an offer of financial instruments addressed to persons 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 accordance with the applicable provisions of the local laws of such Countries or of the Other Countries or waiver of such provisions.

Acceptance to the Offer by persons residing in countries other than Italy may be subject to specific obligations or restrictions provided for by laws or regulations. It is the sole responsibility of the addressees of the Offer to comply with such provisions and, therefore, before accepting the Offer, to verify their existence and applicability by contacting their consultants. Any acceptance of the Offer resulting from solicitation activities carried out in breach of the above limitations shall not be accepted.

Unipol Gruppo

Unipol is one of the biggest insurance groups in Europe and the leading company in Italy in the non-life insurance sector, (especially in the MV and health businesses), with total premiums of €15.1bn, of which €8.7bn in non-life and €6.4bn in life (2023 figures). Unipol adopts an integrated offer strategy and covers the entire range of insurance products, operating primarily through the subsidiary UnipolSai Assicurazioni. The Group is also active in direct MV insurance (Linear Assicurazioni), transport and aviation insurance (Siat), health insurance (UniSalute) and supplementary pensions and covers the bancassurance channel (Arca Vita and Arca Assicurazioni). It also manages significant diversified assets in the property, hotel (Gruppo UNA), medical-healthcare (Santagostino) and agricultural (Tenute del Cerro) sectors. Unipol Gruppo S.p.A. is listed on the Italian Stock Exchange.

Fine Comunicato n.0265-54-2024 Numero di Pagine: 7
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