Unipol Gruppo S p A : Corporate›GovernanceOrdinary Shareholders' Meeting

ORDINARY SHAREHOLDERS' MEETING

Bologna, 28 April 2022

The shareholders' meeting of Unipol Gruppo S.p.A. (also referred to as the "Company") held today approved the financial statements of the Company for the year ended on 31 December 2021, along with the directors' management report, the content of which had already been reported to the market.

The shareholders' meeting decided to distribute a total of €215m in dividends, corresponding to €0.30 for each eligible ordinary share.

The dividend will be payable from 25 May 2022, with the ex-dividend date starting from 23 May 2022 and the record date as 24 May 2022.

The shareholders' meeting also appointed the members of the board of directors and the board of statutory auditors for the three years 2022, 2023 and 2024, and therefore, up to the shareholders' meeting that will be called to approve the financial statements for the year ending on 31 December 2024.

More specifically, - on the basis of the respective lists submitted by the shareholders who belong to the shareholder agreement, applicable in accordance with article 122 of Legislative Decree no. 58/1998, linking a number of Unipol shareholders and certain asset management companies and institutional investors - the shareholders' meeting:

a)established that there should be 15 members of the board of directors, namely the following:

• - Gianmaria Balducci;

• - Daniela Becchini;

• - Mario Cifiello;

• - Carlo Cimbri;

• - Ernesto Dalle Rive;

• - Roberta Datteri;

• - Cristina De Benetti;

• - Patrizia De Luise;

• - Massimo Desiderio;

• - Daniele Ferrè;

• - Paolo Fumagalli;

• - Claudia Merlino;

• - Roberto Pittalis;

• - Annamaria Trovò;

• - Carlo Zini.

Mr Desiderio was appointed as the first candidate on the list which came second in terms of number of votes;

b)

the board of statutory auditors was appointed, comprising 3 standing auditors and 2 alternate auditors, as follows:

• - Mario Civetta, chairperson;

• - Maurizio Leonardo Lombardi, standing auditor;

• - Rossella Porfido, standing auditor;

• - Luciana Ravicini, alternate auditor;

• - Massimo Gatto, alternate auditor.

The chairperson of the board of statutory auditors, Mr Civetta, and the alternate auditor, Mr Gatto were elected as the only candidates of the respective sections on the list that came second in terms of number of votes.

The curricula vitae of the above-mentioned directors and statutory auditors can be read on the Company websitewww.unipol.it - Section Governance/Shareholders' Meetings/2022/Ordinary Shareholders' Meeting of 28 April 2022 - Documents.

The shareholders' meeting also:

• − approved both the first and second sections of the report on remuneration policy and compensation paid, prepared in accordance with article 123-ter of the Consolidated Law on Finance, which includes the remuneration policies pursuant to IVASS Regulation no. 38 of 3 July 2018;

• − approved the compensation plan based on financial instruments pursuant to article 114-bis of the Consolidated Law on Finance;

• − authorised, for 18 months, subject to revocation of the previous authorisation, the purchase and sale of treasury shares, in accordance with articles 2357 and 2357-ter of the Civil Code, and in compliance with the maximum spending limit of €300m;

• − decided to amend the shareholders' meeting rules,

all in accordance with the respective motions made by the governing body.

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The new board of directors of Unipol then decided on the directors and officers, appointing the following for the entire duration of the term of office and therefore up to the shareholders' meeting that will be called to approve the financial statements for the year ending on 31 December 2024:

− Carlo Cimbri as chairperson;

− Ernesto Dalle Rive as deputy chairperson.

The board also appointed Mr Matteo Laterza as managing director.

The board of directors appointed Mr Luca Zaccherini to act as the financial reporting manager.

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 €13.3bn, of which €7.9bn in non-life and €5.4bn in life (2021 figures). Unipol adopts an integrated offer strategy and covers the entire range of insurance and financial 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), supplementary pensions and it also covers the bancassurance channel (Arca Vita, Arca Assicurazioni and Incontra). It also manages significant diversified assets in the debt collection (UnipolReC), real estate, hotel (Gruppo UNA), medical-healthcare and agricultural (Tenute del Cerro) sectors. Unipol Gruppo S.p.A. is listed on the Italian Stock Exchange.