Mandatory conversion of savings shares into ordinary shares of UnipolSai Assicurazioni S.p.A.

Whereas:

(a) on 26 January 2015, the Extraordinary Shareholders’ Meeting of UnipolSai Assicurazioni S.p.A. (“UnipolSai” or the “Company”) approved the mandatory conversion (the “Conversion”) of Class A Savings Shares (the “Class A Shares”) and Class B Savings Shares (the “Class B Shares” and, together with the Class A Shares, the “Savings Shares”) into newly issued ordinary shares with regular dividends;

(b) on 27 January 2015, the Special Shareholders’ Meetings of holders of Class A Shares and holders of Class B Shares approved, each for their respective scopes of competence, the above resolution of the Extraordinary Shareholders’ Meeting regarding the Conversion;

(c) on 12 March 2015, the resolutions of the aforementioned meetings were deposited at the Bologna Companies’ Register following authorisation by IVASS (i.e. the Italian Insurance Supervisory Authority) pursuant to and in accordance with Article 196 of Legislative Decree No. 209 of 7 September 2005 and IVASS Regulation No. 14/2008, as subsequently amended, thus starting the period for any exercise of the right of withdrawal by entitled holders of Savings Shares;

(d) finally, on 29 May 2015, the settlement of the Savings Shares acquired by the Shareholders participating in the option and pre-emption offer of the Savings Shares subject to withdrawal took place,

UnipolSai hereby announces that, in implementation of the aforementioned shareholder resolutions and following the ex-dividend date (22 June 2015) and payment date (24 June 2015) of the dividend for the year 2014, on 29 June 2015 the Conversion of all 1,276,836 Class A Shares and all 377,193,155 Class B Shares outstanding into 127,683,600 and 377,193,155 ordinary shares respectively will be carried out, which will have the same characteristics of the ordinary shares outstanding as at the effective date of the Conversion.

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