Unipol Gruppo S.p.A. (BIT:UNI), Unipol Finance SRL, Unipolpart I S.P.A. and Unipol Investment SpA entered Framework Agreement to acquire remaining 14.75% in UnipolSai Assicurazioni S.p.A. (BIT:US) for ?1.1 billion on February 15, 2024. The Offer concerns a maximum of 417,386,600 Shares, representing 14.750% of the share capital of UnipolSai. Unipol will pay a consideration equal to ?2.700 (including dividend, i.e. including coupons relating to any dividends distributed by UnipolSai) for each Share tendered to the Offer. The effectiveness of the Offer is not subject to any condition. The Offer is part of the broader Transaction for the rationalisation of the Unipol Group, which will be carried out through the Merger aimed. The completion of the Merger is independent from the outcome of the Offer. The Offeror does not intend to re-establish a free float sufficient to ensure the regular trading of the Shares and, therefore, upon the occurrence of the relevant conditions, will proceed to obtain the delisting of the Shares (the ?Delisting?) from Euronext Milan, a market organised and managed by Borsa Italiana S.p.A. (?Borsa Italiana?). Unipol, directly and indirectly, to the treasury Shares held by UnipolSai and to the Shares possibly acquired by the Offeror outside the Offer itself in accordance with the applicable regulations - exceed 90% of the share capital of UnipolSai. If the Delisting is not achieved upon completion of the Offer, subject to completion of the Merger the holders of Shares who did not accept the Offer, and who will have retained the Shares until the completion of the Merger, will receive newly issued ordinary shares of Unipol (listed on Euronext Milan) on the basis of the Exchange Ratio. The Merger plan will be submitted to the approval of the Extraordinary Shareholders? Meeting of Unipol, convened for October 21, 2024, and of the Extraordinary Shareholders? Meetings of UnipolSai and of the Sub-Holdings, respectively, which will be convened in accordance with the terms of the Framework Agreement. Under the terms of the Framework Agreement, subject to completion of the Merger, all Shares will be cancelled and exchanged for Unipol shares, with the exception of the Shares held, directly and indirectly through the Sub-Holdings, by the Offeror and the treasury Shares held by UnipolSai, which will be cancelled without exchange. Pursuant to the Framework Agreement, the Exchange Ratio has been determined as equal to 3 Unipol shares in exchange for 10 UnipolSai shares (the ?Exchange Ratio?). The Exchange Ratio has been agreed by Unipol and UnipolSai, with the assistance of their respective financial advisors, on the basis of the values resulting from the preliminary figures as at December 31, 2023 approved. The Merger plan will be submitted to the approval of the Extraordinary Shareholders? Meeting of Unipol, convened for October 21, 2024, and of the Extraordinary Shareholders? Meetings of UnipolSai and of the Sub-Holdings, respectively, which will be convened in accordance with the terms of the Framework Agreement. As of March 27, 2024, Commissione Nazionale per le Società e la Borsa (CONSOB) approved the deal. Offer period starts on April 8, 2024 and ends of April 26, 2024. As of April 3, 2024, UnipolSai Assicurazioni board unanimously approved the deal.

Jefferies GmbH, acting as financial advisor, UBS Europe SE, acting as financial advisor; - Chiomenti, acting as legal advisor to the offeror.