Issuance by UnipolSai S.p.A. of a “restricted tier 1” perpetual regulatory capital instrument for a nominal amount up to 500 million

The Board of Directors of UnipolSai Assicurazioni S.p.A. (“UnipolSai” or the “Company”) authorized the Company to issue a Euro-denominated, fixed rate regulatory capital instrument “Restricted Tier 1”, non convertible, for a maximum nominal amount not greater than Euro 500 million (the “Issuance” and the “RT1”), 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 Issuance will permit to UnipolSai to refinance in due course its outstanding bonds that qualify as Restricted Tier 1, in order to replace them with a view to their respective maturities, also improving the debt/capital ratio.

The administrative body of the Company has also severally mandated the Chairman and the General Manager to implement the transaction, subject to appropriate market conditions, in one tranche, setting out the final terms and conditions thereof, including the principal amount, the issue date, the issue price, the first call date and the final fixed rate coupon (including the initial credit spread), on best market conditions, reserving the right to postpone the Issuance and the subscription of the RT1 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 will act as joint lead managers on the Issuance.

Consistently with a pro-active management of its indebtedness, UnipolSai’s Board of Directors also resolved, subject to the successful outcome of the Issuance, to exercise the call option on two currently outstanding Tier 2 issuances with maturity in June 2021 (XS0130717134 - Euro 300 million outstanding) and July 2023 (XS0173649798 - Euro 262 million outstanding), compared to which the RT1 constitutes regulatory capital of better quality. Such early redemption is subject to the prior authorization by IVASS. The transaction will contribute to limit the financial leverage of the Company.

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