Resignation of a director and appointment of a new director

At the meeting held today, the Board of Directors of Unipol Gruppo S.p.A (“Unipol” or the “Company”) firstly acknowledged the resignation of Mr Paolo Alemagna from his office as Director, for professional reasons.

Mr Alemagna was non-executive and non-independent, and was not a member of any committees. He was appointed by the ordinary Shareholders’ Meeting on 18 April 2019 as part of the majority list submitted by the shareholders’ agreement regarding Unipol shares. The list included 19 candidates, 18 of whom (including Mr Alemagna) were then elected by said Shareholders’ Meeting, along with the first name on the list that came second in terms of numbers of votes. Since the last name on said majority list. in line to replace any outgoing director in accordance with the articles of association, is unable to take up office at the moment due to professional commitments, and since there are no other candidates from that list to elect, the voting list rules provided for under the articles of association do not apply.

The Board therefore appointed Mr Mario Cifiello pursuant to article 2386, first paragraph, of the Italian Civil Code, and the articles of association in effect, as a non-executive Director to replace Mr Alemagna.

The Board of Directors also considered, inter alia, that Mr Cifiello qualifies as non-independent in accordance with both the Consolidated Law on Finance and the Code of Corporate Governance of listed companies.

The newly appointed Director will remain in office until the next Shareholders’ Meeting.

The curriculum vitae of Mr Cifiello is available to the public on the Company’s website at the address www.unipol.it (Section Governance/Boards and Officials/Board of Directors).