UnipolSai Assicurazioni S p A : 2024 Remuneration Report

REPORT ON THE REMUNERATION POLICY AND ON THE COMPENSATION PAID BY UNIPOLSAI ASSICURAZIONI S.P.A.

Financial year 2024

Bologna, 23 April 2024

COURTESY TRANSLATION

REPORT ON THE REMUNERATION POLICY AND ON THE COMPENSATION PAID BY UNIPOLSAI ASSICURAZIONI S.P.A.

Financial year 2024

Bologna, 23 April 2024

COURTESY TRANSLATION

CONTENTS

INTRODUCTION	Errore. Il segnalibro non è definito.
I.	INTRODUCTION	6
II.	WHAT'S NEW IN 2024	7
III.	EXECUTIVE SUMMARY	8
IV. SHAREHOLDERS' ENGAGEMENT ACTIVITIES	13
FIRST SECTION	14
1.	Purpose, principles of the Remuneration Policies and alignment with the long-term company strategies	...........15
	1.1	Alignment of the Remuneration Policies with the sustainability strategy	18
	1.2	Aims of the various remuneration components	21
	1.3	No Hedging	22
2.	Recipients of the Remuneration Policies	22
	2.1	The Key Managers and the Key Personnel	23
3.	The decision-makingprocesses on Remuneration Policies	24
	3.1	The Shareholders' Meeting	24
	3.2	The Board of Directors	24
	3.2.1	Provision for exceptions to elements of the Remuneration Policies	26
	3.3	The Remuneration Committee	26
	3.4	The Board of Statutory Auditors and the Control and Risk Committee	28
	3.5	The Chief Executive Officer of UnipolSai	28
	3.6	The Chief Human Resources Officer	28
	3.7	The Key Functions	28
	3.8	Independent Experts	29
4.	Market practices	29
5.	Remuneration Policies for the Corporate Bodies	30
	5.1	The remuneration of the Chairman and the Deputy Chairman of the Board of Directors	30
	5.2	The remuneration of the Chief Executive Officer of UnipolSai	30
	5.2.1	Fixed Component	31
	5.2.2	Variable Component	31
	5.2.3	Benefits	31
	5.2.4	Severance	31
	5.3	The remuneration of Directors	31
	5.4	The remuneration of the Control Body	32
6.	The remuneration of the Key Personnel	33
	6.1	Pay-mix	33
	6.2	Fixed Component	33
	6.3	Variable Component	34
	6.3.1	Breakdown of the Managers into Clusters	34
	6.3.2	The variable incentive system	34
	6.4	Benefits	45
	6.5	Severance	45
	6.6	Other components of remuneration	45
	6.7	Unipol Group corporate rationalisation project	46

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7.	The Remuneration Policies of the Key Functions	46
8.	The remuneration of the Key Personnel who are not Managers	48
9.	The remuneration of the Key Personnel of the Open Pension Fund	49
10.	Ex post correction mechanisms	49
SECOND SECTION	51
INTRODUCTION	52
FIRST PART	53
1.	Essential elements of the Remuneration Policies applied	53
2.	Results of voting at the shareholders' meeting - Second Section	53
3.	2023 business results	54
4.	The remuneration of Directors	55
5.	The remuneration of the Chief Executive Officer of UnipolSai	55
6.	The remuneration of the Control Body	56
7.	The Group D&O Policy	56
8.	The remuneration of Key Managers	57
9.	Information documents on the Compensation plans based on financial instruments	58
10.	Other components of remuneration	59
11.	Compensation in the case of early termination	59
12.	Annual variation in remuneration and performance	59
SECOND PART	61
Payments for the 2023 financial year	61
THIRD PART	76
Audits of the Key Functions	76
GLOSSARY	77

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FOREWORD

This Report - approved by the Board of Directors of UnipolSai (also referred to as "Company" or the "Insurance Company") on 21 March 2024, subject to the favourable opinion of the Remuneration Committee - is drawn up for the purpose of the Shareholders' Meeting called to approve the financial statements for the year ending on 31 December 2023, prepared in accordance with prevailing legal and regulatory obligations in accordance with article 84-quater and Attachment 3A, Schedules 7-bis and 7-ter of the Issuers' Regulation, article 123-ter of Legislative Decree of 24 February 1998 No. 58 of the Consolidated Law on Finance and in accordance with articles 40, and 59 of IVASS Regulation 38.

On 21 March 2024, the Board of Directors of Unipol Gruppo, in accordance with article 93 of the above-mentioned IVASS Regulation, and as the ultimate Italian parent company pursuant to article 210 of the Private Insurance Code, approved, inter alia, the Group Remuneration Policies, containing the principles and guidelines of the remuneration policies that apply in the Unipol Group. UnipolSai therefore defined its remuneration policies in accordance with the Group Policies and guidelines established by the Parent Company, through the adoption of specific Segment Remuneration Policies that add to said principles and guidelines.

This Report has two sections:

• First Section: Remuneration Policies
  The First Section lays out the Remuneration Policies adopted by UnipolSai for the financial year 2024, in particular in regard to the members of the administration and control bodies, the Chief Executive Officer, the Key Managers (including the heads of the Key Functions), and additional Key Personnel, as well as the procedures used for their adoption and implementation;
• Second Section: Remuneration paid
  The Second Section shows the application of the Remuneration Policies in place for UnipolSai in 2023, providing an adequate description of each remuneration item and describing - for the members of the Corporate Bodies, the Chief Executive Officer and for the Key Managers of the Company (including the heads of the Key Functions) - the compensation paid for the reference financial year (i.e. 2023) of any nature and in any form by UnipolSai and the subsidiaries and associated companies. Lastly, information is provided on the equity investments held, by the aforementioned parties, in UnipolSai and in its subsidiaries.

The Remuneration Policies also comply with the recommendations on remuneration contained in article 5 of the Corporate Governance Code of listed companies, as per the most recent version of 31 January 2020, that UnipolSai endorses.

As envisaged by CONSOB Regulation no. 17221 of 12 March 2010 regarding related party transactions, as later amended and assimilated in the "Procedure for the performance of transactions with related parties" - adopted by UnipolSai and available on its website www.unipolsai.com - the approval of the Remuneration Policies by the Shareholders' Meeting and the application of the other conditions pursuant to article 13, third paragraph, letter b) of said CONSOB Regulation, exonerates the Company from the application of the procedure in resolutions regarding the remuneration of Directors, the Directors holding special offices and Key Managers.

This Report is made available to the public at the registered office of UnipolSai, in Bologna, Via Stalingrado, 45, as well as on the Company's website, www.unipolsai.com, Governance/Corporate Governance System/Remuneration Report, in accordance with the regulatory provisions in force.

Pursuant to article 123-ter, paragraph 5, of the Consolidated Law on Finance, the disclosure documents relating to compensation plans based on financial instruments, prepared pursuant to article 114-bis of the Consolidated Law on Finance, are available on the website of UnipolSai at the address www.unipolsai.com, in the Governance/Shareholders' Meetings Section.

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1. INTRODUCTION

The UnipolSai intends to support and add value to the best professional skills through a structured Remuneration policy that is based on clear, sustainable principles in line with legal and regulatory provisions, by establishing remuneration packages that can adequately reward the more capable and competent resources.

The principles and guidelines of the UnipolSai Remuneration Policies are consistent with developments in the relevant legislation1, and are set out on an evolving basis in line with the Remuneration Policies defined for previous years and with the Group Policies, confirming the purpose to help to guarantee the company's results, including long-term ones, consistently with the objectives defined in the new "Opening New Ways" Strategic Plan relating to the 2022-2024three-year period and in accordance with the expectations of all the Stakeholders while adopting a prudent approach to risk management and the sustainability of costs, within a competitive market aligned with international standards.

The Remuneration Policies confirm the principle according to which incentive systems contain Variable remuneration Components linked to reaching short and long-term objectives defined beforehand, of which a portion is significantly deferred, and observe adequate balancing between the monetary component and a component that is based on financial instruments. In fact, UnipolSai is convinced that this aspect of the Remuneration Policies can also encourage - as an indirect but no less important result - the spreading of a professional culture directed towards creating sustainable value over time and direct participation in results, thereby creating joint responsibility for and real involvement in business objectives.

1 In addition to what is set out above, remember article 7 of IVASS Regulation 44/2019, in virtue of which UnipolSai put instruments in place to help promote and spread an internal control culture to monitor the risk of money-laundering and avoid company policies and remuneration practices that counteract the purpose of preventing said risk. With regard to sustainability, Regulation (EU) 2019/2088 which came into effect in March 2021 applies, and has the aim of promoting "sustainable" investment choices, inviting the Insurance Groups, the asset management companies and the financial consultants to shed light on the ways in which environmental, societal impact and governance risks (ESG factors) are considered in their investment decisions (including regarding insurance investment products). Finally, the Remuneration principles set out under the IDD Directive are referred to, which provide - with special reference to parties involved in the insurance product governance and control process, financial management of assets and the resources underlying the insurance and pension products, and the direct insurance distribution activities - a reward system that does not compromise the obligation to always act honestly, impartially and professionally in the best interests of the customers in line with the "Policy on managing conflicts of interest - Insurance Segment" of the Unipol Group.

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1. WHAT'S NEW IN 2024

In order to continue to perfect the UnipolSai Remuneration Policies, the Remuneration Committee, while carrying out its functions, made an in-depth analysis in the first part of 2024, also in light of the voting expressed on the matter by the Shareholders' Meeting held on 27 April 2023, paying particular attention to the level of alignment of the interests of the Shareholders and Management, to the consistency of the Remuneration Policies with the long-term strategy of UnipolSai and of the Group, also in terms of sustainability, to the compliance with the applicable laws, at Italian and European level, and the evaluation of the main market best practices.

Following these analyses, these Remuneration Policies were defined with a view to substantial continuity with respect to 2023 and, also in order to ensure better alignment with the main market practices and the recommendations of Investors and Proxy Advisors, as well as to improve the usability of the Report, some additions and changes were made to the content in terms of graphic reworking. Of the main changes introduced, the following are of particular note:

• graphic improvements of the representation of the Executive Summary were introduced, in order to better communicate the main elements of the Remuneration Policies;
• an update of the progress of the Strategic Plan including the ESG strategy, was provided, illustrating its connection with the Remuneration Policies and with the medium/long-term strategy of the Group;
• the description of the remuneration of the Managers working in Key Functions was further detailed, providing greater evidence of the specific characteristics inherent in their remuneration.

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1. EXECUTIVE SUMMARY

PURPOSE,

PRINCIPLES OF THE POLICIES AND ALIGNMENT WITH THE LONG- TERM STRATEGY

The Remuneration Policies were developed in line with the business strategy and sustainability strategy of UnipolSai and the Group, putting special focus on the creation of long-term value, thealignment of the interests of the Shareholders with those of Management and taking account of the interests of all the other Stakeholders, within the framework of sound and prudent management of current and prospective risks.

Taking inspiration from the Mission and Values of Farsightedness, Respect and Responsibility of the Group, the Remuneration Policies are defined in order to guarantee fair remuneration, adequate to the extent and level of responsibility, professional competence and experience required by the job and the individual capacity in order to attract, motivate, place value on and keep key resources.

In line with the Business Plan and with the sustainability strategy of the Group, the Remuneration Policies are structured over a long-termtime horizon with incentive systems that provide formechanisms of Deferral of a considerable part of the Variable Component, and adequate balancing between the share and the monetary components and include strategic performance objectives connected with sustainability issues.

The Remuneration Policies are also prepared in compliance with the law as provided by both Italian and European laws and self-governance rules for the sector, regulatory provisions concerning issuer companies and the Corporate Governance Code for listed companies.

	REMUNERATION			PURPOSE AND		HOW IT WORKS
	COMPONENT			CHARACTERISTICS
	Fixed Component			Remunerates the extent and		It is also determined, in addition to that envisaged by the applicable
				level of responsibility, the		National Collective Labour Agreements, by the following
				complexity of what has to be		fundamental parameters:
				managed and the experience		• importance of the assigned position;
				required for the job. Reasons of
					• complexity of the role covered;
				internal fairness,		• significance of the responsibilities attributed;
				competitiveness,
				attractiveness, meritocracy or		• the qualitative weight of the skills possessed and acquired;
				the attribution of greater		• alignment with sector and comparable market benchmarks.
				responsibilities may lead to the
				payment of additional fixed		The Fixed Component, determined on the basis of achieving the

amounts.	maximum level of the above-mentioned parameters, may remain
unaltered even if the role changes.

Variable Component:

UVP System

"Unipol Variable Pay"

Incentive System (UVP System): rewarding results achieved in the short and long- term, expressed not only in economic-financial terms, but also in the form of attention to risks and qualitative performance connected also to ESG criteria.

This is for the Key Managers and all Management personnel.

There has to be a Dividend Capability in order to provide the incentives.

The recipients of the UVP System are divided into Clusters related to the weight of the organisational position, the importance and complexity of the role and of the position.

The Potential Bonus, broken down by Clusters, comprises a short- term part paid up-front (STI Bonus), where the amount is connected to the assessment of an annual performance, and a long-term part paid deferred (LTI Bonus), where the amount is based on the assessment of a three-year performance period (2022-2024) and related to the STI performance achieved.

The Recipients of the UVP System can have the following Potential Bonus opportunities:

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The Managers included in the 3rd Cluster, if they belong to the Key Personnel, are beneficiaries of a potential Bonus equally divided between STI Bonus (50% up-front and in monetary form) and LTI Bonus (50% deferred and in Shares).

Within the same Cluster, the criteria for assigning the Potential Bonus take into account the complexity of the organisational position, the professional family, the type of role, the level of responsibility assigned and the seniority matured in the role.

Variable Component:

Payment scheme

The short-term ("STI") component and long-term ("LTI") component are paid for a total period covering 9 years (considering the performance, Holding and Deferral Periods, differentiated based on the percentage of the Variable Component compared to the Fixed Component).

In compliance with the Corporate Governance Code, the share-based remuneration plans for the executive directors and the Managers (including the Key Managers) incentivise alignment with shareholders' interests over a long-term horizon, by requiring that a prevailing part of the plan has a total period of maturing rights and keeping attributed shares of at least 5 years.

The short-term ("STI") component is paid in full during the year that follows that of accrual in monetary form.

The long-term ("LTI") component is paid in full in financial instruments in three annual pro-rata tranches starting from 2026. Stricter rules are established for Personnel whose variable compensation is particularly high, providing for payment in financial instruments in five annual pro-ratatranches.

• For the Executive Cluster Managers, there is in any case also the obligation to keep the Shares (lock-up) until the end of the mandate or permanence in the role, while as regards 1st Cluster Managers, the lock-up concerns the quantity of Shares equal to 1 year of Fixed Remuneration.

Short-Term Bonus

(STI)

Aligns short-term remunerative opportunities (annual) of Management to achieving significant objectives for the Company.

STI Bonus paid in full the year after the year of accrual in monetary form.

Access conditions:

• Consolidated Gross Profit of Unipol Gruppo (not planned for personnel working at the Key Functions), with the achievement of a value at least equal to 80% (90% for Key Personnel) of the budget approved for the Year of Accrual
• Consolidated coverage ratio of the prudential requirements (capital adequacy) of Unipol Gruppo - Solvency II2 metrics, at least equal to the Risk Appetite established in the Risk Appetite Statement approved for the Year of Accrual by the decision- making competent bodies as a condition for full determination of the Actual Bonus, while a result included between the Risk Appetite and the Risk Tolerance approved by the Administrative Body in the Risk Appetite Statement reduces the Actual Bonus by 25%, which instead is taken to zero should said result be lower than the Risk Tolerance.
• IAS Individual Gross Profit of UnipolSai (not planned for personnel working at the Key Functions), with the achievement of a value at least equal to 80% (90% for Key Personnel) of the budget approved for the Year of Accrual
• Individual solvency ratio of the prudential requirements (capital adequacy) calculated according to the UnipolSai Solvency II

2 Solvency Ratio calculated according to the approved regulatory approach and subject to review when legislation on the subject in force at the time changes.

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metrics, equal to Risk Appetite established in the Risk Appetite Statement approved for the Year of Accrual by the decision- making competent bodies.

Objectives:

The STI Bonus is linked to achievement of Objectives assigned to the Recipient each year through a cascading process, defined as a function of the strategic objectives assigned to the Group's top management:

Structure of the Objectives Scorecard for Managers

Commitment-compliance objectives defined by the "Guidelines for responsible investing", consistently with the provisions of Regulation (EU) 2019/2088, are established for the functions specifically involved in the financial investment decision-making processes in order to guarantee monitoring of sustainability risks, in particular environmental and climatic risks, as well as to contain potential negative effects of the investment decisions on the sustainability factors.

The minimum threshold of the Individual Performance Level to be achieved for accrual of the Bonus is equal to 40 percentage points. The amount of the STI Bonus to be paid is proportional to the Individual Performance Level, measured with the weighted sum of the achievement of the single assigned objectives.

Long-Term Bonus

(LTI)

Aligns the medium-long term remunerative opportunities of Management with generating value for Shareholders.

Starting from 2026, the LTI Bonus will be awarded in three annual pro-rata tranches (stricter rules are set for Personnel whose variable compensation is particularly high, with five annual pro- rata tranches), entirely in financial instruments.

There is a Holding Period of 1 year on the amount paid in financial instruments.

Access condition:

Consolidated coverage ratio of the prudential requirements (capital solvency) of Unipol Gruppo - Solvency II metrics3, at least equal to the Risk Appetite established in the Risk Appetite Statement approved for the last year of the Three-Year Accrual Period by the decision-making competent bodies.

Objectives:

The LTI Bonus is determined according to the achievement, also separate, of the following indicators to which a relative weight is tied.

3 Solvency Ratio calculated according to the approved regulatory approach and subject to review when legislation on the subject in force at the time changes.

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