Unipol Gruppo S p A : Corporate›FinancialLaunch of a reverse accelerated book‐building addressed to qualified investors and foreign institutional investors for the purchase by UnipolSai S.p.A. of Banca Popolare di Sondrio s.c.a.r.l. ordinary shares

LAUNCH OF A REVERSE ACCELERATED BOOK‐BUILDING ADDRESSED TO QUALIFIED INVESTORS AND FOREIGN INSTITUTIONAL INVESTORS FOR THE PURCHASE BY UNIPOLSAI S.P.A. OF BANCA POPOLARE DI SONDRIO S.C.A.R.L. ORDINARY SHARES

NOT TO BE DISSEMINATED, PUBLISHED OR DISTRIBUTED, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF APPLICABLE LAW. FURTHERMORE, THIS PRESS RELEASE (AND THE INFORMATION CONTAINED HEREIN) DOES NOT CONTAIN OR CONSTITUTE AN OFFER TO BUY OR SELL OR UNDERWRITE ANY SECURITIES OR A SOLICITATION TO SELL OR BUY OR UNDERWRITE ANY SECURITIES OR A PROMOTIONAL MESSAGE

Bologna, May 25, 2021

UnipolSai S.p.A. ("UnipolSai" or the "Company") intends to purchase an aggregate amount of no. 30,000,000 ordinary shares of Banca Popolare di Sondrio S.C.A.R.L. ("BPS" or the "Bank"), equal to approximately 6.62% of the share capital of the Bank itself (the "Shareholding").

To this end, the Company has engaged Equita SIM S.p.A. ("Equita") to act as authorised intermediary, and Sole Bookrunner, for the purchase of the Shareholding through a reverse accelerated book- building procedure (the "Transaction"), at a premium included between 2% and 4% on today's closing price of the BPS ordinary share, to be launched immediately and in respect of which UnipolSai reserves the right to close the books at any time.

Equita will address only to (a) qualified investors in Italy (as defined under Article 2, paragraph 1, letter (e), of the EU Regulation no. 2017/1129) and (b) foreign institutional investors (other than US persons as defined under Regulation S of the United States Securities Act of 1933, as subsequently amended, as well as the investors located in the United States of America and Japan and in any other jurisdiction in which the offer of financial instruments is not allowed without the authorization of the competent authorities), who are willing to sell BPS shares.

The successful completion of the Transaction is subject to the achievement of the total amount of 30,000,000 BPS shares purchased; however, UnipolSai reserves the right to accept offers for an aggregate lower number of shares.

The final amount of BPS shares purchased by the Company and the purchase price will be disclosed upon completion of the Transaction.

UnipolSai already holds 13,126,000 BPS shares, equal to approximately 2.9% of the Bank's share capital and, in the event of a fully successful completion of the Transaction, it would hold approximately 9.51% of the share capital of BPS.

The Transaction is part of UnipolSai's strategy aimed at contributing to the development plans of the Bank, industrial partner of the Unipol Group since 2010 in the non-life and life bancassurance sector.

UnipolSai Assicurazioni S.p.A.

UnipolSai Assicurazioni S.p.A. is the insurance company of the Unipol Group, Italian leader in the Non-Life Business, in particular in the MV and Health businesses. Also active in Life Business, UnipolSai has a portfolio of over 10 million customers and holds a leading position in the national ranking of insurance groups with a direct income amounting to approximately €12.2bn, of which €7.9bn in Non-Life Business and €4.3bn in Life Business (2020 figures). The company has the largest agency network in Italy, with about 2,400 insurance agencies spread across the country. UnipolSai is also active in direct MV insurance (Linear Assicurazioni), transport and aviation insurance (Siat), health insurance (UniSalute), supplementary pensions and also covers the bancassurance channel (Arca Vita, Arca Assicurazioni and Incontra). It also manages significant diversified assets in the real estate, hotel (Gruppo UNA), medical-healthcare and agricultural (Tenute del Cerro) sectors. UnipolSai Assicurazioni is a subsidiary of Unipol Gruppo S.p.A. and is also listed on the Italian Stock Exchange

Unipol Gruppo S.p.A.

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 approximately €12.2bn, of which €7.9bn in non-Life and €4.3bn in life (2020 figures). Unipol adopts an integrated offer strategy and covers the entire range of insurance and financial products, operating primarily through the subsidiary UnipolSai Assicurazioni S.p.A. The Group is also active in direct MV insurance (Linear Assicurazioni), transport and aviation insurance (Siat), health insurance (UniSalute), supplementary pensions and 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.

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