DISCLOSURE REQUIREMENTS REGARDING INTERNAL DEALING

Transcription

1 DISCLOSURE REQUIREMENTS REGARDING INTERNAL DEALING PROCEDURE FOR NOTIFICATION OF TRANSACTIONS INVOLVING SHARES ISSUED BY UNIPOLSAI ASSICURAZIONI S.p.A. OR OTHER FINANCIAL INSTRUMENTS CONNECTED THERETO Established pursuant to Articles 114, seventh paragraph, of Legislative Decree No. 58 of 24 February 1998 and 152-sexies et seq. of the Regulation adopted by Consob with Resolution No of 14 May 1999 as subsequently amended 13 February 2014

2 Introduction I. This procedure (the Procedure) defines the rules for the fulfillment by the Relevant Persons, as defined below, and by UnipolSai Assicurazioni S.p.A. (UnipolSai or the Company) of the requirement to disclose transactions to Consob and the market regarding the purchase, sale, subscription or exchange of UnipolSai shares or Financial Instruments Connected to UnipolSai shares, as defined below, carried out by such entities, also through a third party. The legal and regulatory provisions governing the above-mentioned disclosure requirements (the Rules) are contained in Articles 114, seventh paragraph, of Legislative Decree No. 58 of 24 February 1998 (the Consolidated Law on Finance) (1) and 152-sexies et seq. of the Regulation adopted by Consob with Resolution No of 14 May 1999, as subsequently amended (the Issuers' Regulation). II. The objective pursued by the Rules is essentially to ensure adequate transparency and uniformity of information on transactions that - being carried out by persons that actively participate in decision-making processes or that in any case have a significant knowledge of business strategies because of the functions performed within UnipolSai or a possible Principal Subsidiary, as defined below, or of their capacity as shareholders with a significant stake in UnipolSai or a controlling stake in the same UnipolSai - can assume a specific reporting function for the market of the perception that such people have of the prospects of the Company and of the group it belongs to. The Rules, which, therefore, are independent of the possession by the Relevant Persons of insider information and possible abuse thereof (a case which constitutes the crime of insider trading) represent an instrument for the pursuit of adequate disclosure to investors of the possible development and future prospects of the Company and of its group. 1 The seventh paragraph of Article 114 of the Consolidated Law on Finance provides as follows: Any persons performing administrative, controlling and management functions in a listed issuer and any managers who have regular access to inside information as referred to in paragraph 1 and have the power to make management decisions that can affect the future development and prospects of the listed issuer, anyone who hold shares amounting to at least 10 per cent of the share capital, as well as any other person who controls the listed issuer must notify CONSOB and the public in regard of transactions involving the shares issued by the issuer or other financial instruments connected thereto, carried out by them even through a third party. Such notification must also be made by the spouse not legally separated, dependent children, including of the spouse, as well as parents, relatives and cohabiting partners of the aforementioned individuals, as well as in the other cases described by CONSOB by the regulation implementing the Directive 2004/72/EC of the Commission of 29 April In the same Regulation, CONSOB identifies the transactions, procedures and terms of notification, procedures and periods of public disclosure of information, as well as cases in which such obligations also apply with reference to companies in a control relationship with the issuer as well as any other entity in which the persons mentioned above perform the functions described in the first sentence of this paragraph. Page 2

3 III. IV. The Procedure, in addition to the aforementioned objectives ensuring adequate levels of disclosure to the market, also pursues the purpose of preventing the abuse of inside information by providing for specific prohibitions (Article 5, Restrictions ) for the Relevant Persons to perform certain transactions in the periods prior to approval and distribution of required and forecasting periodic financial reports of the Company and of its Principal Subsidiary, if any. The system of rules contained in this Procedure, among other things, includes: (i) (ii) (iii) in accordance with the provisions of Article 152-octies, eighth paragraph, of the Issuers' Regulations (2), the criteria for the identification of individuals who carry out functions as directors and managers of UnipolSai that, having regular access to inside information and holding the power to make management decisions that may affect the development and future prospects of UnipolSai or its Principal Subsidiary, if any, are qualified as Relevant Persons and are, therefore, under the disclosure requirements laid down by the aforementioned Article 114, seventh paragraph, of the Consolidated Law on Finance; a section (Section II) containing the procedures for compliance by the Relevant Persons with the obligations to notify Consob, the market and UnipolSai of the relevant transactions, in accordance with the provisions of the Rules (Article 152-octies first, second and fourth paragraphs of the Issuers Regulation) (3) ; an additional section (Section III) containing a description of the conditions for the Relevant Persons giving the appropriate assignment to UnipolSai to perform the disclosures, on their behalf, to Consob and, if conditions are met, to the market, of any significant transactions they have carried out, in accordance with the Rules (Article 152-octies, fifth and sixth paragraphs, of the Issuers Regulation (4). In such case, in fact, 2 The eighth paragraph, letter a), of Article 152-octies of the Issuers Regulation provides as follows: Listed issuers... shall: a) establish a procedure aimed at identifying the persons from among their managers that are obliged to provide the disclosures required by Article 114, seventh paragraph, of the Consolidated Law, as identified in the same article and in this Title; b) inform the persons identified in accordance with the previous subparagraph of their successful identification and of the obligations associated therewith. 3 The first and second paragraphs of Article 152-octies of the Issuers Regulation provide as follows: The Relevant Persons as referred to in Article 152-sexies, paragraph 1, letters c.1), c.2) and c.3) shall notify Consob of transactions involving shares and financial instruments connected thereto, carried out by themselves and by closely associated persons within five trading days as from the date of the transaction. The Relevant Persons referred to in Article 152-sexies, paragraph 1, letters c.1), c.2) and c.3) shall notify the listed issuer of the transactions referred to in paragraph 1 within the period specified therein. The fourth paragraph of Article 152-octies of the Issuers Regulation provides as follows: The Relevant Persons referred to in Article 152-sexies, paragraph 1, letter c.4), shall notify Consob and publish the information referred to in paragraph 1, no later than the fifteenth day of the month following the one in which the transaction was carried out. 4 The fifth paragraph of Article 152-octies of the Issuers' Regulation states that: The public disclosure referred to in paragraph 4 may be made by the listed issuer on behalf of the relevant persons indicated Page 3

4 the Relevant Persons exercising the option provided for therein, will give UnipolSai the assignment to fulfill, on their behalf, the disclosure requirements provided for by the Rules in relation to Consob and, where applicable, the market. Therefore, in case of non-exercise of the right of assignment in accordance with the rules set out in Section III of the Procedure, the Relevant Persons are required to independently perform the above disclosure obligations to Consob and the market. therein, provided that, subject to an agreement, such relevant persons send the information referred to in paragraph 1 to the listed issuer within the period set out in paragraph 4. In such case, the listed issuer shall publish the information by the end of the trading day following the date on which it received the information from such relevant persons. The sixth paragraph of Article 152-octies of the Issuers Regulation provides as follows: The notification of Consob under paragraphs 1 and 4 can be made by the listed issuer on behalf of all the relevant persons within the period set out, respectively, in the aforementioned paragraphs. Page 4

5 SECTION I 1. DEFINITIONS For the purposes of the provisions of this Procedure and in addition to the definitions contained in the Introduction and in the following provisions, the terms and/or words used with initial capital letters will have the following meanings Relevant Persons means: a) non-executive Directors, the Chief Executive Officer and Statutory Auditors of UnipolSai; b) any other Managers with strategic responsibilities within UnipolSai (other than the persons referred to in point a) above) identified on the basis of organizational roles and respective responsibilities by the Human Resources and Organization Department of UnipolSai, which will submit the list thereof to the Chairman and to the Chief Executive Officer for approval; c) anyone else who holds an equity investment, calculated pursuant to Article 118 of the Issuers' Regulation, representing at least 10 per cent of the share capital of UnipolSai, represented by shares with voting rights; as well as d) any other person that controls UnipolSai. The Chairman of the Board of Directors and the Chief Executive Officer of UnipolSai may, from time to time, identify further executives of UnipolSai, or its possible Principal Subsidiary, who by reason of the duties performed or assignments given, fall within the category of Relevant Persons; such identification must be immediately notified to the Appointed Department, which will promptly update the list of Relevant Persons pursuant to Article 6.1 of this Procedure. 1.2 Principal Subsidiary - if any - means a company directly or indirectly controlled by UnipolSai, if the carrying amount of the investment in such subsidiary represents more than 50% of the assets of UnipolSai, as resulting from the latest approved financial statements; at the date of entry into force of this Procedure no company qualified as Principal Subsidiary of UnipolSai. In view of the fact that the same Unipol Gruppo Finanziario S.p.A. (UGF), parent company of UnipolSai, is a listed issuer, any disclosure to the market as well as any fulfillment under this Procedure will be subject to coordination between UGF and the same UnipolSai in order to avoid duplications whenever the requirements and disclosures concern Persons that may be qualified as Relevant both in UGF and in UnipolSai. Page 5

6 1.3. Closely Associated Persons with a Relevant Person means: (a) (b) (c) (d) (e) the spouse not legally separated, dependent children, including of the spouse, and, if cohabiting for at least one year, parents, relatives and inlaws of the Relevant Person; all legal persons, partnerships and trusts in which the Relevant Person or one of the persons mentioned under letter (a) above, jointly or severally, holds a management function; legal persons directly or indirectly controlled by the Relevant Person or by one of the persons referred to under letter (a) above; partnerships whose economic interests are substantially equivalent to those of the Relevant Person or any of the persons referred to under letter (a) above; trusts established for the benefit of the Relevant Person or of one of the persons referred to under letter (a) above UnipolSai Shares means shares representing the ordinary capital and savings capital of UnipolSai, as well as any other class of shares that UnipolSai may issue in accordance with the provisions of its By-laws Financial Instruments Connected to UnipolSai Shares means: (a) (b) (c) (d) (e) (f) financial instruments that enable the subscription, acquisition or disposal of UnipolSai Shares; financial debt instruments convertible into, or exchangeable with, UnipolSai Shares; derivative financial instruments on UnipolSai Shares mentioned in Article 1, third paragraph, of the Consolidated Law on Finance; other financial instruments equivalent to UnipolSai Shares, representing such shares; listed shares issued by subsidiaries of UnipolSai and the financial instruments referred to under letters (a) to (d) connected thereto; unlisted shares issued by the Principal Subsidiary, if any, and the financial instruments referred to under letters (a) to (d) above connected thereto Significant Transactions means transactions involving the purchase, sale, subscription or exchange of UnipolSai Shares or Financial Instruments Connected to UnipolSai Shares, with the exception of the following transactions: (i) transactions whose total value is less than 5,000 (five thousand) by the end of the year (the Significant Amount); thereafter upon each disclosure, transactions whose total amount is less than a further 5,000 (five thousand) by the end of the year will not be disclosed. For Page 6

7 derivative Financial Instruments Connected to UnipolSai Shares, the amount will be calculated with reference to the underlying UnipolSai Shares. The Significant Amount will be calculated by adding the Significant Transactions carried out on behalf of each Relevant Person and those carried out on behalf of Closely Associated Persons to the same; (ii) (iii) (iv) transactions between the Relevant Persons and Closely Associated Persons to the same; transactions carried out by UnipolSai and by its subsidiaries; transactions carried out by a credit institution or an investment firm that contribute to the establishment of the trading portfolio of such entity or enterprise, as defined by Article 11 of Directive 2006/49/EC (5), provided that the same person: - keeps trading and market-making divisions separated, from the organizational standpoint, from the treasury and from divisions that manage strategic shareholdings; - is able to identify the shares held for the purpose of trading and/or market-making activities using methods that can be verified by Consob, or through the holding of the same in a special separate account; and, when acting as a market maker, - is authorized by the Member State of origin in accordance with Directive 2004/39/EC( 6 ) to perform market-making activities; - provides Consob with the market-making agreement entered into with the market management firm and/or UnipolSai as may be required by law and relevant implementing provisions in force in the EU Member State where the market maker carries out its activities; - notifies Consob that it intends to perform or performs marketmaking activities on UnipolSai Shares using the TR-2 form contained in Annex 4E to the Issuers Regulation; the market maker must also notify Consob without delay of the termination of market-making activities on the same shares. 5 Directive 2006/49/EC of the European Parliament and of the Council of 14 June 2006 on capital requirements of investment firms and credit institutions (recast). 6 Directive 2004/39/EC of the European Parliament and of the Council of 21 April 2004 on financial instruments markets amending Council Directives 85/611/EEC and 93/6/EEC and Directive 2000/12/EC of the European Parliament and of the Council repealing Council Directive 93/22/EEC. Page 7

8 1.7. Appointed Department means the General Secretariat and Shareholders Department of the Legal, Corporate and Investments Department of UnipolSai Contacts of the Appointed Department means (a) with reference to messages by fax: Legal, Corporate and Investments Department General Secretariat and Shareholders Department of UnipolSai Assicurazioni S.p.A., fax no ; (b) (c) with reference to addresses for forwarding messages by to at least two of the following addresses: with reference to telephone communications, the following numbers: (Massimo Muzzi) (Annalisa Bizzarro) (Licia Gelosi). - SECTION II 2. DISCLOSURE OBLIGATIONS TO CONSOB AND UNIPOL 2.1. Pursuant to the provisions of Article 152-octies, first and second paragraphs, of the Issuers' Regulation, any Relevant Person referred to under letters (a) and (b) of Article 1.1 above is required to notify Consob and the Appointed Department of all the Significant Transactions carried out by him/herself, and/or by Closely Associated Persons to the same, within 5 (five) trading days as from the date of carrying out the transaction. The aforementioned disclosures to Consob will be made by UnipolSai on behalf of the Relevant Person if the same has given UnipolSai a specific assignment pursuant to the provisions of the following Article 4, Section III UnipolSai will, through a press release, disclose the information received pursuant to Article 2.1. above by the end of the trading day following the one of its receipt and will simultaneously transmit it to the authorized storing system (7). 7 The procedures for fulfilling the obligations of diffusion, storing and lodging during the transitional period are regulated by the summary table approved by Consob resolution No of 1 April Page 8

9 2.3. Pursuant to the provisions of Article 152-octies, fourth paragraph, of the Issuers' Regulation, the Relevant Persons referred to under letters (c) and (d) of Article 1.1. above must notify Consob and the market of the Significant Transactions performed by them by the end of the fifteenth day of the month following the month in which the transaction was carried out. The above disclosures to Consob and to the market will be made by UnipolSai, on behalf of the Relevant Persons if the same have given UnipolSai a specific assignment pursuant to the provisions of Article 4, Section III, below The Relevant Persons will take care to obtain the necessary information from the Closely Associated Persons to the same for the fulfillment of the disclosure obligations laid down in Articles 2.1. and 2.3. above. 3. DISCLOSURE PROCEDURES TO CONSOB AND UNIPOLSAI 3.1. Without prejudice to the provisions of Article 4, Section III, below, the Relevant Persons referred to under letters (a) and (b) of Article 1.1. above will make the disclosure referred to in Article 2.1. within the period set out therein, in the following manner: as to the disclosure to Consob, in accordance with the procedures detailed in Annex 6 of the Issuers Regulation; as to the disclosure to UnipolSai, by sending to the Appointed Department Contacts the form attached under Letter A to this Procedure (Annex A), properly filled out, by fax or and with prior notice by telephone. The Appointed Department will provide immediate acknowledgment of receipt of the communication by fax or to the address that the Relevant Person will specify Except as provided for in Article 4, Section III, below, the Relevant Persons referred to under letters (c) and (d) of Article 1.1. will make their disclosures to Consob and to the market pursuant to Article 2.3. within the period set out therein, in accordance with the procedure specified in Annex 6 of the Issuers' Regulation. - SECTION III 4. ASSIGNMENT TO UNIPOLSAI OF FORWARDING DISCLOSURES ON SIGNIFICANT TRANSACTIONS TO CONSOB Page 9

10 4.1. The Relevant Persons may give a mandate to UnipolSai, to make the disclosures to Consob on their behalf and, where applicable, to the market, in regard of the Significant Transactions referred to in Articles 2.1. and 2.3., within the period set out therein (the Assignment) The Assignment will be given to UnipolSai by signing Section II of the Form attached to this Procedure under Letter B (Annex B) The Relevant Persons who have given the Assignment to UnipolSai will communicate to the Appointed Department all significant transactions, of any amount, even less than the Significant Amount, carried out by themselves and/or by Closely Associated Persons to the same within the following periods: (ii) the Relevant persons referred to under letters (a) and (b) of Article 1.1 above within 3 (three) trading days as from the date of carrying out the transaction. (iii) the Relevant persons referred to under letters (c) and (d) of Article 1.1. above, by the end of the (tenth) day of the month following the month in which the transaction was carried out The disclosure to UnipolSai pursuant to Article 4.3. above will be carried out by the Relevant Person by sending to the Appointed Department Contact the form contained in Annex A to this Procedure, correctly filled out, by fax or and with prior notice by telephone. The Appointed Department will provide immediate acknowledgment of receipt of the disclosure by fax or to the address that the Relevant Person will specify The Appointed Department will on behalf of the Relevant Person make the disclosures to Consob and to the market in accordance with Article 152-octies, fifth and sixth paragraphs, of the Issuers Regulation, in regard of the transactions disclosed by such person, if such transactions reach the Significant Amount Without prejudice to the provisions of any applicable law and as provided in Article 7 below, UnipolSai will not assume any responsibility for incorrect and/or incomplete and/or not timely disclosure of Significant Transactions by the Relevant Persons In any case of direct responsibility of Relevant Persons, UnipolSai reserves the right to proceed against the same for compensation for any damage suffered or that will be suffered. 5. RESTRICTIONS Page 10

11 5.1. The Relevant Persons are prohibited from carrying out Significant Transactions within 7 (seven) calendar days prior to the meetings of the Board of Directors convened to review and/or approve: (a) (b) (c) (d) the draft financial statements and consolidated financial statements; the interim report; each quarterly report; and forecasts and the budget. This prohibition will cease as soon as the resolutions passed by the Board of Directors in this regard are disclosed to the market Any exceptions to the prohibition referred to in this Article may be granted for good cause by the Board of Directors or by the Chairman of the Board of Directors and by the Chief Executive Officer The Board of Directors or the Chairman of the Board of Directors and the Chief Executive Officer may determine additional periods in which the Relevant Persons, or some of the them, are prohibited, or restricted, from carrying out all or some of the Significant Transactions. 6. INFORMATION - ACCEPTANCE 6.1. The Appointed Department will: (a) (b) (c) notify the Relevant Persons as to their submission to disclosure obligations under this Procedure; inform each Relevant Person in regard of the contents of this Procedure so that the same may (i) expressly confirm that he/she has read and acquired full knowledge of the same by signing Section I of the Form in Annex B; (ii) formalize the Assignment, if any, by signing Section II in the aforesaid Form; (iii) notify the Closely Associated Persons to the same in regard of the fulfillment of the conditions under which such persons are required to make the disclosure laid down in Article 114, paragraph 7, of the Italian Consolidated Law on Finance; (iv) allow the processing of personal data in accordance with applicable privacy laws, as applicable; draw up and update a list of names of Relevant Persons who have received and accepted this Procedure and to store the relevant declarations of knowledge and acceptance, as well as a record of all disclosures received and given to the market and to Consob. 7. FAILURE TO COMPLY WITH THE PROCEDURE 7.1 This Procedure will have a binding effect. Page 11

12 7.2 Failure to comply with the obligations imposed by this Procedure by any Relevant Persons who hold the position of director or statutory auditor or carry out management functions at UnipolSai, or at the Principal Subsidiary, if any, may be assessed by the competent bodies to be a breach of trust. The competent bodies may adopt possible measures taking into account the specific circumstances. If the directors or managers hold the position of employees of UnipolSai or other subsidiaries at the same time, the provisions referred to in paragraph 3 below will also apply. 7.3 Failure to comply with the obligations imposed by this Procedure by Relevant Persons who are employees of UnipolSai or of its Principal Subsidiary, if any, may be assessed by the competent bodies to be a cause for possible disciplinary action. The disciplinary measures will be applied according to the principle of proportionality, depending on the seriousness and intentionality of the offense committed and also taking into account the possible recurrence of non-compliance and/or breaches set out therein. 7.4 UnipolSai in any case reserves the right to obtain compensation for any damage and/or liability that may arise from the conduct held by the Relevant Persons in violation of this Procedure. 8. AMENDMENTS AND ADDITIONS This Procedure was approved by the Board of Directors and may be subsequently amended and supplemented on the basis of the enforcement experience, in line with market practice and regulatory developments on the matter. The Procedure may be amended or supplemented by the Chairman of the Board of Directors and by the Chief Executive Officer, even severally, if such amendment or addition becomes necessary by virtue of changes in regulations or guidelines of the competent authorities. The Appointed Department will without delay notify in writing the Relevant Persons of amendments and/or additions to this Procedure and obtain acceptance of the new contents of the Procedure in accordance with the procedure referred to in Article EFFECTIVE DATE ANNULMENT OF CODE OF CONDUCT The rules laid down by this Procedure will enter into force with effect from 13 February As of such date, the provisions in regard of insider dealing laid down by the Procedure previously adopted by UnipolSai (formerly FONDIARIA-SAI S.p.A.) will be construed as annulled. Page 12

13 ****** Annexes: Annex A - Annex B - Form to be used for the disclosure of Significant Transactions and relevant filling instructions Form for the declaration of acknowledgment and full knowledge of the Procedure and possible entrustment of the Assignment pursuant to Article 4 of the Procedure. Page 13

14 Allegato A ALLEGATO 6 /ANNEX 6 SCHEMA DI COMUNICAZIONE AI SENSI DELL ARTICOLO 152-octies, comma 7 FILING MODEL FOR DISCLOSURE OF TRANSACTIONS REFERRED TO ARTICLE 152-octies, paragraph 7 1. PERSONA RILEVANTE DICHIARANTE / DECLARER 1.1 DATI ANAGRAFICI / PERSONAL DATA COGNOME / FAMILY NAME CODICE FISCALE / TAX CODE* DOMICILIO PER LA CARICA / PLACE OF RESIDENCE* RAGIONE SOCIALE / CORPORATE NAME CODICE FISCALE / TAX CODE* DATA DI NASCITA (gg/mm/aaaa)/ DATE OF BIRTH (dd/mm/yyyy)* SE PERSONA FISICA / IF NATURAL PERSON NOME / FIRST NAME SESSO / GENDER* COMUNE DI NASCITA / PLACE OF BIRTH* PROVINCIA DI NASCITA / PROVINCE OF BIRTH* STATO DI NASCITA / COUNTRY OF BIRTH* SE PERSONA GIURIDICA, SOCIETA DI PERSONE O TRUST / IF LEGAL PERSON, UNLIMITED PARTNERSHIP OR TRUST FORMA GIURIDICA / LEGAL FORM* DATA DI COSTITUZIONE (gg/mm/aaaa) / DATE ESTABLISHED (dd/mm/yyyy)* SEDE LEGALE / REGISTERED OFFICE* 1.2. NATURA DEL RAPPORTO CON L EMITTENTE QUOTATO / NATURE OF RELATIONSHIP WITH THE LISTED COMPANY C.1) SOGGETTO CHE SVOLGE FUNZIONI DI AMMINISTRAZIONE, DI CONTROLLO O DI DIREZIONE IN UN EMITTENTE QUOTATO/ MEMBER OF THE ADMINISTRATIVE, MANAGEMENT OR SUPERVISORY BODIES OF THE ISSUER C.2) DIRIGENTE CHE HA REGOLARE ACCESSO A INFORMAZIONI PRIVILEGIATE E DETIENE IL POTERE DI ADOTTARE DECISIONI DI GESTIONE CHE POSSONO INCIDERE SULL'EVOLUZIONE E SULLE PROSPETTIVE FUTURE DELL EMITTENTE QUOTATO/ SENIOR EXECUTIVE HAVING REGULAR ACCESS TO INSIDE INFORMATION RELATING, DIRECTLY OR INDIRECTLY, TO THE ISSUER, AND THE POWER TO MAKE MANAGERIAL DECISIONS ON THE FUTURE DEVELOPMENTS AND BUSINESS PROSPECTS OF THE ISSUER C.3) SOGGETTO CHE SVOLGE LE FUNZIONI DI CUI AL PUNTO C1) O C.2) IN UNA SOCIETÀ CONTROLLATA, DALL EMITTENTE QUOTATO/PERSON WHO PERFORM S THE FUNCTIONS REFERRED TO IN POINT C1 AND C2 IN A SUBSIDIARY OF THE LISTED COMPANIES C.4) SOGGETTO CHE DETIENE AZIONI IN MISURA ALMENO PARI AL 10 PER CENTO DEL CAPITALE SOCIALE DELL EMITTENTE QUOTATO O SOGGETTO CHE CONTROLLA L'EMITTENTE QUOTATO/ PERSON WHO HOLD SHARES AMOUNTING TO AT LEAST 10 PER CENT OF THE SHARE CAPITAL AND ANY OTHER PERSON WHO CONTROL THE ISSUER S/N S/N S/N S/N

15 RAGIONE SOCIALE / CORPORATE NAME 2. EMITTENTE QUOTATO CODICE FISCALE / TAX CODE* * informazioni da inserire solo nel caso in cui l invio sia effettuato tramite sistemi telematici attuati dalla società di gestione dei mercati (che non sono oggetto di diffusione al pubblico da parte di quest ultima) / information must be provided only if the form is disseminated through the telematics system provided by the market management company (these information will not be subject to public disclosure). ANNOTAZIONI / ANNOTATION

16 3. SOGGETTO CHE HA EFFETTUATO LE OPERAZIONI / PARTY WHICH EXECUTED THE TRANSACTION 3.1. NATURA DEL SOGGETTO CHE HA EFFETTUATO LE OPERAZIONI / REASON FOR RESPONSABILITY TO NOTIFY PERSONA RILEVANTE / RELEVANT PERSON PERSONA FISICA STRETTAMENTE LEGATE AD UN SOGGETTO RILEVANTE (CONIUGE NON SEPARATO LEGALMENTE, FIGLIO, ANCHE DEL CONIUGE, A CARICO, GENITORE, PARENTE O AFFINE CONVIVENTE) / NATURAL PERSON CLOSELY ASSOCIATED WITH A RELEVANT PERSON (SPOUSE, UNLESS LEGALLY SEPARATED, DEPENDENT CHILDREN OF THE RELEVANT PERSON OR OF THE SPOUSE, PARENTS, RELATIVES AND RELATIVES-IN-LAW) PERSONA GIURIDICA, SOCIETÀ DI PERSONE O TRUST STRETTAMENTE LEGATA AD UN SOGGETTO RILEVANTE O AD UNA PERSONA FISICA DI CUI AL PUNTO PRECEDENTE / LEGAL PERSON, UNLIMITED PARTNERSHIP OR TRUST CLOSELY ASSOCIATED WITH A RELEVANT PERSON 3.2 DATI ANAGRAFICI / PERSONAL DATA 1 S/N S/N S/N COGNOME / FAMILY NAME CODICE FISCALE / TAX CODE * RESIDENZA ANAGRAFICA / PLACE OF RESIDENCE RAGIONE SOCIALE / CORPORATE NAME CODICE FISCALE / TAX CODE* SEDE LEGALE / REGISTERED OFFICE* DATA DI NASCITA (gg/mm/aaaa)/ DATE OF BIRTH (dd/mm/yyyy)* SE PERSONA FISICA / IF NATURAL PERSON NOME / FIRST NAME SESSO / GENDER* COMUNE DI NASCITA / PLACE OF BIRTH* PROVINCIA DI NASCITA / PROVINCE OF BIRTH* STATO DI NASCITA / COUNTRY OF BIRTH* SE PERSONA GIURIDICA, SOCIETA DI PERSONE O TRUST / IF LEGAL PERSON, UNLIMITED PARTNERSHIP OR TRUST FORMA GIURIDICA / LEGAL FORM* DATA DI COSTITUZIONE (gg/mm/aaaa) / DATE ESTABLISHED (dd/mm/yyyy)* * informazioni da inserire solo nel caso in cui l invio sia effettuato tramite sistemi telematici attuati dalla società di gestione dei mercati (che non sono oggetto di diffusione al pubblico da parte di quest ultima) / information must be provided only if the form is disseminated through the telematics system provided by the market management company (these information will not be subject to public disclosure).

17 4.OPERAZIONI / TRANSACTIONS SEZIONE A): RELATIVA ALLE AZIONI E STRUMENTI FINANZIARI EQUIVALENTI E ALLE OBBLIGAZIONI CONVERTIBILI COLLEGATE / SECTION A): RELATED TO SHARES AND EQUIVALENT FINANCIAL INSTRUMENT AND ASSOCIATED CONVERTIBLE BOND DATA / DATE TIPO OPERAZIONE/ TYPE OF TRANSACTION 2 CODICE ISIN / ISIN CODE 3 DENOMINAZIONE TITOLO / NAME OF SECURITY TIPO STRUMENTO FINANZIARIO/ TYPE OF FINANCIAL INSTRUMENT 4 QUANTITÀ/ QUANTITY PREZZO (in ) / PRICE (in ) 5 CONTROVALORE (in ) / VALUE (in ) MODALITÀ DELL OPERAZIONE / DESCRIPTION OF TRANSACTION 6 NOTE / NOTES TOTALE CONTROVALORE SEZIONE A (in ) / TOTAL AMOUNT SECTION A (in ) SEZIONE B): RELATIVA AGLI ALTRI STRUMENTI FINANZIARI COLLEGATI ALLE AZIONI DI CUI ALL ART. 152-sexies, comma 1, lett. b1, b3 SECTION B): RELATED TO FINANCIAL INSTRUMENTS ASSOCIATED TO SHARE REFERRED TO IN ART. 152-sexies, paragraph 1, letters b1, b3 DATA / DATE TIPO OPERAZIO NE / TYPE OF TRANSAC TION 6 TIPO STRUM. FINANZIA RIO COLLEGA TO / TYPE OF ASSOCIAT ED FINANCIA L INSTRUM ENT 8 TIPO FACOLTÀ / TYPE OF RIGHT 9 STRUMENTO FINANZIARIO COLLEGATO / ASSOCIATED FINANCIAL INSTRUMENT COD. ISIN / ISIN CODE 10 DENOMI NAZION E / NAME 11 AZIONE SOTTOSTANTE / UNDERLYING SECURITY COD. ISIN / ISIN CODE DENOMI NAZION E / NAME 12 INVESTIMENTO / DISINVESTIMENTO EFFETTIVO / ACTUAL INVESTMENT / DISINVESTMENT QUANTIT À / QUANTIT Y PREZZO (in ) / PRICE (in ) 5 CONTROV ALORE (in ) / VALUE (in ) INVESTIMENTO/ DISINVESTIMENTO POTENZIALE (NOZIONALE) / POTENTIAL (NOTIONAL) INVESTMENT / DISINVESTMENT QUANTIT À DEL SOTTOST. / QUANTIT Y OF UNDERLY ING PREZZO D ES. O REGOLAM ENTO (in ) / STRIKE OR SETTLEME NT PRICE (in ) CONTROV (in ) / VALUE (in ) DATA SCAD ENZA / MATU RITY NOTE / NOTES TOTALE CONTROVALORE POTENZIALE SEZIONE B (in ) / TOTAL POTENTIAL AMOUNT SECTION B (in ) TOTALE CONTROVALORE SEZIONE A + SEZIONE B (in ) / TOTAL AMOUNT SECTION A + SECTION B (in )

18 1 Questa sezione relativa ai dati anagrafici del soggetto non va compilata nel caso in cui il soggetto coincida con il dichiarante della sezione 1.1 / Not to fill if the person which executed the transaction is the same as section Indicare la tipologia di operazione, effettuata anche mediante l esercizio di strumenti finanziari collegati / Indicate the type of transaction, even if executed through the exercise of associated financial instruments A= acquisto / purchase V= vendita / sale S= sottoscrizione / subscription X= scambio / exchange 3 Il codice ISIN deve essere sempre indicato qualora lo strumento finanziario ne abbia ricevuto l assegnazione da un agenzia di codifica internazionale (es. UIC per l Italia) / ISIN code must be indicated whenever the financial istrument received that code from an appointed international agency (e.g. UIC for Italy) 4 Indicare lo strumento finanziario oggetto dell operazione / Indicate the financial instrument involved in the transaction: AZO = azioni ordinarie / ordinary shares AZP = azioni privilegiate / preference shares AZR = azioni di risparmio / saving shares QFC = quote di fondi chiusi / units of closed-end funds EQV = altri strumenti finanziari, equivalenti alle azioni, rappresentanti tali azioni / other financial instruments, equivalent, or representative of shares OBCV = Obbligazioni convertibili o altri strumenti finanziari scambiabili con azioni / convertible bonds or other debt financial instruments convertible into shares or exchangeable for shares 5 Nel caso in cui nel corso della giornata per un dato titolo sia stata effettuata più di una operazione dello stesso tipo (vedi nota 2) e con la stessa modalità (vedi nota 6) indicare il prezzo medio ponderato delle suddette operazioni. Nel caso di obbligazioni convertibili deve essere indicato in centesimi (es. per un obbligazione quotata sotto la pari ad un prezzo di 99 indicare 0,99, mentre se quotata sopra la pari ad un prezzo di 101 indicare 1,01 / In case of multiple transactions on securities of the same type (see note 2) and with the same modality (see note 6), indicate the weighted average price of the aforementioned transactions. In case of convertible bonds use prices in hundredths (e.g. for a bond negotiated below par value at a price of 99 indicate 0,99, whereas for a bond negotiated above the par value at a price of 101 indicate 1,01). 6 Indicare l origine dell operazione / Indicate the origin of the transaction: MERC-IT = transazione sul mercato regolamentato italiano / transaction over italian regulated market MERC-ES = transazione sul mercato regolamentato estero / transaction over foreign regulated markets FMERC = transazione fuori mercato o ai blocchi / off-market transaction and blocks CONV = conversione di obbligazioni convertibili o scambio di strumenti finanziari di debito con azioni / conversion of convertible bonds or exchange of debt financial instruments for shares MERC-SO = transazione sul mercato a seguito dell esercizio di stock option stock grant / transaction over regulated market concurrent to exercise of stock option stock grant ESE-DE = esercizio di strumento derivato o regolamento di altri contratti derivati (future,swap) / exercise of derivatives or settlement of other derivatives (future,swap) ESE-DI = esercizio di diritti (warrant/covered warrant/securitised derivatives/diritti) / exercise of rights (warrant/covered warrant/securitised derivatives/rights) 7 Indicare la tipologia di operazione / Indicate the type of transaction:

19 A= acquisto / purchase V= vendita / sale S= sottoscrizione / subscription AL= altro (dettagliare in nota) / other (to be specified in the notes) 8 Indicare la tipologia di strumento finanziario / Indicate the type of financial instrument: W= warrant / warrant OBW = obbligazione cum warrant / bond cum warrant SD= securitised derivative / securitised derivative OPZ= opzione / option FUT = future / future contracts FW = forward (contratti a termine) / forward contracts OS = Obbligazione strutturata / structured bond SW = swap / swap DIR = diritti / rights 9 Indicare la categoria di strumento finanziario derivato (solo per le opzioni) / Indicate the category of derivative (only for options): CE= call European style PE= put European style CA= call American style PA= put American style AL= altro (dettagliare in nota) / other (to be specified in the notes) 10 Da non indicare solo per contratti derivati (su strumenti finanziari) non standard oppure qualora lo strumento non abbia ricevuto l assegnazione da un agenzia di codifica internazionale (es. UIC per l Italia) / Not to be indicated for non-standard derivatives or whenever the financial instrument did not receive that code from an appointed international agency (e.g. UIC for Italy). 11 Indicare lo strumento finanziario collegato alle azioni / Indicate the associated financial instrument 12 Indicare lo strumento finanziario sottostante (azione) / Indicate the underlying financial instrument (share)

20 Annex B Form for the declaration of acknowledgment and full knowledge of the Procedure and possible entrusting of the Assignment pursuant to Article 4 of the Procedure Dear UnipolSai Assicurazioni S.p.A. Legal, Corporate and Investments Department General Secretariat and Shareholders Department Via Stalingrado, BOLOGNA Transmitted by /fax to no Subject: Disclosure requirements regarding internal dealing. I, the undersigned, born in..... on..., a resident of...., Via/Piazza..... no...., in the capacity of (Director/Statutory Auditor/other Relevant Person) of UnipolSai Assicurazioni S.p.A.; or: legal representative of the company..., significant shareholder) of UnipolSai Assicurazioni S.p.A., hereby declare as follows: SECTION I - I have received a copy of the Procedure for reporting transactions involving shares issued by UnipolSai Assicurazioni S.p.A. or other financial instruments connected thereto (the Procedure) established by the Board of Directors of UnipolSai Assicurazioni S.p.A., pursuant to Articles 114, seventh paragraph, of Legislative Decree No. 58 of 24 February 1998 (the Consolidated Law on Finance) and 152 et seq. of the Regulation adopted by Consob with resolution No of 14 May 1999 as subsequently amended (the Issuers Regulation) and have acquired full knowledge thereof; - I acknowledge that I have been included in the list of Relevant Persons pursuant to Article 1.1 of the Procedure and, therefore, I am under the disclosure requirements provided for by the above-mentioned legal and regulatory provisions; - I undertake to comply with all the obligations imposed on me by the Procedure, including that of informing any Closely Associated Person that may be traced back to me, as defined in Article 1.3 of the Procedure, that the conditions under which such persons are required to perform the disclosures pursuant to Article 114, paragraph 7, of the Consolidated Law on Finance, have been met. Date Name and surname of interested party (legible) (signature)