Extraordinary Shareholders' Meeting 2024

Set for Shareholders' Meeting at 21 October 2024

Pursuant to Article 127-ter of Legislative Decree No. 58/98 (Testo Unico della Finanza, TUF, i.e. Consolidated Law on Finance), parties entitled to voting rights may ask questions on the items on the agenda, including before the Shareholders’ Meeting, by sending a registered letter addressed to Unipol Group S.p.A. – Segreteria Societaria - Ufficio Soci - Via Stalingrado 37, 40128 Bologna, or submitting the request by fax to no. 051 7096713, or e-mail to the certified e-mail address segreteriagenerale@pec.unipol.it, or, finally, by filling in the appropriate Form in this section of the Company’s Internet site. Requests must be received by the record date, i.e. by 10 October 2025.

Consideration will be exclusively given to questions received by the Company that are strictly relevant to the items on the agenda.

Applicants must send their personal details (name and surname or company name in case of legal entities or corporations, place and date of birth and Italian tax identification code) and the appropriate documentation proving entitlement to exercising voting rights issued by their intermediary, valid through 10 October 2024 (record date), to segreteriagenerale@pec.unipol.it.

If Shareholders have already requested their depositary intermediary to issue the notification of entitlement to attend the Shareholders’ Meeting, it will be sufficient to include details of such notification issued by the intermediary, or at least the name of the intermediary, in the request.

Questions received before the Shareholders’ Meeting will be answered at the latest by 19 October through publication on the Company’s Internet site, with the option for the Company to provide one answer to questions having a similar content.

In addition to the above, given that attendance at Shareholders’ Meetings may exclusively take place through the Designated Representative, anyone who is entitled to attend the Shareholders’ Meeting and wishes to formulate proposed resolutions on the items on the agenda are kindly requested to submit them in advance by 6 October 2024. Such proposals, if relevant, will be published on the Company’s Internet site by 7 October in order to enable those entitled to voting rights to cast their vote knowingly by also taking into account such new proposals and allowing the Designated Representative to collect voting instructions on the same or other items, if any. Applicants must provide appropriate documentation proving their entitlement to attend the Shareholders’ Meeting and must give powers to the Designated Representative to attend the Shareholders’ Meeting.

With regard to item No. 1 on the ordinary part of the agenda, it should be noted that, pursuant to Article 10 of the Bylaws, since it is not about the appointment of the entire Board of Directors, the list voting procedure does not apply; therefore, the Shareholders' Meeting is called upon to deliberate by majority vote on the candidatures submitted by the Shareholders in the aforementioned way. For further information, please consult the special report prepared by the Board of Directors.

As permitted by Article 106, paragraph 4, of Law Decree No. 18/2020, converted with amendments by Law No. 27/2020, as most recently amended and extended by Law No. 21 of 5 March 2024, entitled parties will be permitted to attend the Shareholders’ Meeting, without gaining access to the venue thereof, solely by giving powers to the Designated Representative pursuant to Article 135-undecies of Legislative Decree No. 58 of 24 February 1998 (“Designated Representative” and “Consolidated Law on Finance”), as specified below.

The Company has chosen Computershare S.p.A. with Offices in Turin, Via Nizza 262/73, as the Designated Representative pursuant to Article 135-undecies of the Italian Consolidated Law on Finance. The Designated Representative will be available for clarifications or information at tel. +39 011 0923200 or at the e-mail address sedeto@computershare.it.

Voting procedures by mail or by electronic means will not be permitted for this Shareholders’ Meeting.

1. Granting of powers under Article 135-undecies of the Italian Consolidated Law on Finance

As a result of the foregoing, any parties entitled to voting rights who wish to attend the Shareholders’ Meeting must give the appropriate powers to the Designated Representative, pursuant to Article 135-undecies of the Italian Consolidated Law on Finance, containing voting instructions on the items on the agenda. Powers may be given to Designated Representative by the end of the second trading day preceding the date of the Shareholders’ Meeting, i.e. by 17 October 2024. 

Also shareholders holding shares deposited with the Company may exclusively participate in the Shareholders’ Meeting through the Designated Representative by sending notice to the certified e-mail address segreteriagenerale@pec.unipol.it, by sending a fax to +39 051 7096713, or by calling +39 055 5095308.

Powers and voting instructions may be revoked by the above deadline of 17 October 2024 according to the same procedures provided for the granting thereof.

The proxy form for granting powers as described above to the Designated Representative is available in a downloadable and printable version in this section, (see “Proxy form for the exclusive Designated Representative for the Shareholders’ Meeting 21 October 2024”).

Such powers will only be effective for resolutions proposed to the Shareholders’ Meeting for which the delegating party has given voting instructions using the above form.

2. Guided procedure for granting powers under Article 135-undecies of the Italian Consolidated Law on Finance

Powers under Article 135-undecies of the Italian Consolidated Law on Finance may also be given to the Designated Representative at the Shareholders’ Meeting by 12:00 pm of 18 October 2024 in the event that the appropriate web application prepared and managed by Computershare S.p.A. is used by accessing the proxy form web wizard to grant powers to the Designated Representative (see “Proxy form web wizard to grant powers to the Designated Representative at the Shareholders’ Meeting 21 October 2024”).

It is understood that such powers will only be effective for resolutions proposed to the Shareholders’ Meeting for which the delegating party has given voting instructions using the above web wizard.

Powers and voting instructions issued under Article 135-undecies of the Italian Consolidated Law on Finance using the web wizard may be revoked by the above deadline of 18 October 2024 according to the same procedure as the one laid down for the granting thereof.

3. Granting of powers under Article 135-novies of the Italian Consolidated Law on Finance

The same Designated Representative may also be given powers and/or sub-powers pursuant to Article 135-novies of the Italian Consolidated Law on Finance, notwithstanding Article 135-undecies, paragraph 4, of the same Italian Consolidated Law on Finance, using the form may be downloaded from “Proxy/sub-proxy form for the Designated Representative for the Shareholders’ Meeting 21 October 2024”.

The proxy and/or sub-proxy form issued under Article 135-novies of the Italian Consolidated Law on Finance containing the relevant voting instructions, together with documentation proving signatory powers, must be received no later than 12.00 pm on 18 October 2024 at Computershare S.p.A., Via Nizza 262/73, 10126 Turin, using one of the alternative methods specified in the form.

Powers will only take effect for resolutions proposed to the Shareholders’ Meeting for which the delegating party has given voting instructions using the above form. Powers and voting instructions issued under Article 135-novies of the Italian Consolidated Law on Finance may be revoked by the above deadline of 18 October 2024 according to the same procedure as the one laid down for the granting thereof.

At the date hereof, the Company’s share capital amounted to €3,365,292,408.03, divided into 717,473,508 Common Shares with no par value. On the same date, 717,321,308 Common Shares, i.e. excluding treasury shares and shares held by subsidiaries, will have voting rights.

Each share has the right to one vote. In accordance with article 127-quinquies of the Consolidated Law on Finance and article 6 of the Articles of Association however, two votes are allocated to each share which has belonged to the same shareholder for a continuous period of not less than twenty-four months starting from the date of registration on the special list set up specifically for that purpose and held and updated by the Company as provided for under the corporate Articles of Association (known as “shares with increased voting rights”).

In accordance with article 85-bis, paragraph 4 of Consob Regulation no. 11971/1999 (the “Issuers’ Regulation”), Unipol will notify the public and Consob, by the day following the record date, of the total amount of voting rights, indicating the number of shares comprising the share capital.

For further information please refer to the Section dedicated to shares with increased voting rights, available at https://www.unipol.it/it/investors/azionariato/voto-maggiorato, where, in accordance with the provisions of article 143-quater of the Issuers’ Regulation, the identifying data of the Shareholders who requested registration on the Special List is also published, indicating the respective shareholdings that exceed the threshold indicated by article 120, paragraph 2 of the Consolidated Law on Finance.

At the date hereof, Unipol holds 152,200 common treasury shares in total (representing approximately 0.021% of the share capital), of which 14,927 shares directly and 137,273 shares indirectly held through the following subsidiaries: UnipolSai (72,034), Compagnia Assicuratrice Linear S.p.A. (14,743), Arca Vita S.p.A. (747), Leithà S.r.l. (5,239), SIAT S.p.A. (20,138), UniSalute S.p.A. (16,525), UnipolRental S.p.A. (6,656) and UnipolAssistance S.c.r.l. (1,191).