Unipol Gruppo S p A : Corporate›FinancialIssuance of a senior unsecured green bond and buy-back of outstanding notes

ISSUANCE OF A SENIOR UNSECURED GREEN BOND AND BUY-BACK OF OUTSTANDING NOTES

Bologna, 14 September 2020.

The Board of Directors of Unipol Gruppo S.p.A. ("Unipol" or the "Company") authorized the Company to issue senior unsecured, non convertible, notes under its EMTN Programme for a nominal amount not greater than Euro 750 million (the "Notes") to be distributed exclusively among domestic and international qualified investors (with the exception of US investors) and expected to be listed on the regulated market of the Luxembourg Stock Exchange.

The Notes will qualify as green bonds confirming the Unipol's Group commitment to the sustainability and will be compliant with the Green Bond Framework of the Company on which a second party opinion has been issued by Sustainalytics.

As well as for the objectives indicated below, the proceeds of the Notes will be used to optimize treasury management of the Company and of the Group, also taking into consideration the features of the existing indebtedness.

The administrative body has mandated the chief executive officer to implement the transaction, subject to market conditions, in one tranche, setting out the final terms and conditions thereof, including the principal amount, issue date, tenor (to be no more than 10 years) the pricing, the settlement and the final fixed rate coupon, on best market conditions, reserving the right to postpone the issuance and the subscription of the Notes considering the existing economic environment, so as not to prejudice the outcome of the transaction.

BNP Paribas, Intesa Sanpaolo S.p.A., J.P. Morgan Securities plc, Mediobanca - Banca di Credito Finanziario S.p.A. and UniCredit Bank AG (the arrangers of the EMTN Programme) will act as managers on the issuance.

In the next few days, Unipol will meet with potential institutional investors to present the transaction to the market.

In addition to the above, Unipol's administrative body authorized the carrying out of a buyback of own notes "Euro 500,00,000 4.375 per cent due March 2021" ("2021 Notes") for a total nominal

amount of Euro 317,352,000 (the "Offer").

The buyback of the outstanding 2021 Notes will permit to restructure the cost of Unipol's overall indebtedness that, following the issuance of the Notes, will be appropriate to allow the Company to achieve its targets.

The Offer will involve the following bonds (the "Bonds" and their holders the "Bondholders"):

Description of the		Rate of	Outstanding	Purchase	Acceptance
ISIN	Principal	Amount
Notes			Interest	Price
			Amount
€500,000,000
4.375	per	cent.	XS1041042828	4.375%	Euro	101.93%	Any and all
Notes	due	5	317,352,000
March 2021

The Offer is made pursuant to the terms and subject to the conditions indicated in the Tender Offer Memorandum dated 14 September 2020 prepared by Unipol Group on a voluntary basis (the "Tender Offer Memorandum"). This announcement must be read in conjunction with such Tender Offer Memorandum.

The Offer acceptance period starts today and lasts up to and including 18 September 2020 at 17:00 (the "Acceptance Period"), except for Early Closure, Extension or Reopening of the Offer (as defin3ed in the Tender Offer Memorandum). For more information on the terms for accepting the Offer, please refer to the Tender Offer Memorandum.

The Offer is subject to the terms and condition provided for in the Tender Offer Memorandum (including the section "Invitation and Distribution Restrictions"). The Issuer reserves the right, to be exercised at its sole discretion, to waive some or all conditions, in whole or in part.

In particular, it should be noted that the Offer is subject to the conclusion and completion of the issuance of the aforementioned Notes that must take place under conditions deemed satisfactory by Unipol Group, at its sole discretion. The issuance will take place after the launch of the Offer but before the Settlement Date of the buyback, without prejudice to Unipol Group's right to waive this condition.

The table below contains information with reference to the dates and times scheduled for the Offer. The table may be subject to change and the dates and times may be extended, modified or concluded in advance by the Issuer, as described in the Tender Offer Memorandum.

Events		Expected Dates and Times
		(All times are CEST)
Commencement of the Invitation Period	14 September 2020
Announcement of the Invitation and intention of the
Offeror to issue the New Notes, subject to market
conditions.	Copies of the Tender Offer
Memorandum are available to Holders from the
Tender Agent (subject to the Invitation and
Distribution Restrictions).
Invitation Expiration
Deadline for receipt of all Electronic Instructions in	5.00 P.M. on 18 September 2020
order for Holders to be able to participate in the
Invitation.

End of Invitation Period.

Announcement of Invitation Results

Announcement by the Offeror of whether it will accept (subject to satisfaction (or waiver) of the New Issue Condition on or prior to the Settlement Date) valid tenders of Notes pursuant to the Invitation and, if so accepted, announcement of the aggregate nominal amount of Notes to be purchased pursuant to the Invitation and the Accrued Interest Amount.

Settlement Date

As soon as practicable by 21 September 2020

Payment of Purchase Price Consideration and	Expected to be on or around 25
Accrued Interest Amount for Notes tendered by	September 2020.
Holders and accepted by the Offeror for purchase.

BNP Paribas, Intesa Sanpaolo S.p.A., J.P. Morgan Securities plc, Mediobanca - Banca di Credito Finanziario S.p.A. and UniCredit Bank AG will act as "Dealer Manager" for the Offer (together "Dealer Managers").

Lucid Issuer Services Limited has been appointed as tender agent and information agent (the "Tender Agent"). The Bondholders that intend to tender their bonds under the Offer, and who have questions regarding the Offer can contact the Dealer Managers or the Tender Agent. Any extension, modification or conclusion of the Offer must be published by the Issuer through a press release or a notice to the relevant Clearing System for communication to the Direct Participants.

Neither the Dealer Managers nor the Tender Agent (nor their respective directors, officers, employees, agents or affiliates) provide any representations or recommendations in relation to the Offers, or any suggestions to the Bondholders as to whether or not to subscribe to the Offer.

The Bondholders holding Bonds registered in the name of a broker, dealer, commercial bank, trust company or other nominee must contact, and issue specific instructions to, such broker, dealer, commercial bank, trust company or other nominee in order to sell such Bonds. The deadlines set by the Clearing Systems for sending the Instructions for the Offer may be prior to the expiration dates indicated in the Tender Offer Memorandum.

Bondholders may request copies of the Tender Offer Memorandum from the Tender Agent by telephone at the number detailed below. Any request for information relating to the procedures for selling the Bonds, participating in the Offer and sending an Offer Instruction should be sent to the Tender Agent:

TENDER AGENT

Lucid Issuer Services Limited

Tankerton Works

12 Argyle Walk

London WC1H 8HA

United Kingdom

Telephone: [phone]

Attention: Arlind Bytyqi

Email: [e-mail]