Unipol Gruppo SpA

**6.1. Board of Directors**

The Board of Directors of the Parent Company, also in the exercise of its management and coordination activities with regard to the Companies in scope, approves – after review by the Control and Risk Committee, the Appointments, Governance and Sustainability Committee and the Group Risk Committee – these Guidelines, which define the framework for identifying, assessing, monitoring and managing Sustainability risks and Adverse sustainability effects related to underwriting decisions, and their subsequent amendments; it reviews reports on the evolution of Sustainability risks and Adverse sustainability effects at least once a year.

The Boards of Directors of the other Companies in scope, perform, for the aspects applicable thereto, in accordance with the specific industry regulations and business model and within the area of their responsibilities, the same activities as those performed by the Board of Directors of the Parent Company.

**6.2. Control and Risk Committee**

The Control and Risk Committees of the Parent Company[8] and UnipolSai Assicurazioni S.p.A. ("UnipolSai") provide, vis-à-vis their respective Boards of Directors, support in defining the guidelines of the internal control and risk management system in order to contribute to sustainable success, so that the main business risks are correctly identified, as well as adequately measured, managed and monitored, in line with Unipol and UnipolSai strategies.

The aforementioned Risk and Control Committees support the Board of Directors in defining the framework for identifying, assessing and managing Sustainability risks and Adverse sustainability effects related to underwriting decisions; they review proposals for these Guidelines, which contain said framework, and their subsequent amendments; and they review reports on the development of Sustainability risks and Adverse sustainability effects at least once a year.

**6.3. Group Risk Committee**

The Group Risk Committee reviews the contents of these Guidelines, including the framework for identifying, assessing, monitoring and managing Sustainability risks and Adverse sustainability effects related to underwriting decisions defined therein, and their subsequent substantial amendments.

**6.4. Appointments, Governance and Sustainability Committee**

The Appointments, Governance and Sustainability Committees, set up respectively in the Parent Company and in UnipolSai, have proposing, advisory, investigative and support functions vis-à-vis the relevant governing bodies on, inter alia, ESG issues, coordinating – for the aspects within their areas of competence – the guidelines, processes, initiatives and activities aimed at overseeing and promoting the commitment of the company and, in general, of the Group to the pursuit of Sustainable Success.

The aforementioned Appointments, Governance and Sustainability Committees, each within their respective areas of competence, shall analyse in advance the contents of these Guidelines, including the framework for identifying, assessing, monitoring and managing Sustainability risks and Adverse sustainability effects related to underwriting decisions as defined therein, and any substantial subsequent amendments thereto, if they have not already been the subject of another resolution by their respective governing bodies; they shall analyse, at least once a year, the reports on the evolution of Sustainability risks and Adverse sustainability effects.

**6.5. Non-Life Business Departments (or equivalent organisational structures of the other Companies in scope)**

The Non-Life Business Departments (or equivalent organisational structures of the other Companies) ensure the application of these Guidelines in their underwriting and pricing activities; they review annual reports on the evolution of Adverse sustainability effects.

**6.6. UnipolSai Sustainability Department**

UnipolSai's Sustainability Department monitors regulatory and strategic developments on sustainability in the financial and insurance sectors, also with regard to matters related to Non-Life underwriting activities, and, together with the Non-Life Business Departments, proposes and prepares amendments to the Guidelines.

UnipolSai's Sustainability Department supports the players involved in the underwriting process for the application of the Guidelines. It shall also be involved by the Non-Life Business Departments of the Companies in the event that, in the course of significant contractual transactions, for the Non-Life sector or for the Group as a whole, a company proves to be uninsurable according to the criteria set out in these Guidelines, but it is nevertheless assessed by the Non-Life Business Departments of the Companies (individually or jointly with the other business sectors) whether it is advisable to proceed with underwriting, or further investigations are necessary.

The latter, with the possible involvement of the Risk Area, supports the Non-Life Business Departments in the necessary investigations, with the aim of proposing a solution consistent with the broader joint approach to mapping and assessing processes, risks and controls on ESG factors adopted within the Group.

If the Departments involved deem it necessary, these cases may be submitted to the Group Risk Committee, which, in this context, is responsible for determining and assessing the concrete implications of ESG Factors in underwriting activities and defining choices consistent with the corporate vision in regard with the cases presented.

**6.7. UnipolSai Risk Area**

The UnipolSai Risk Area, in conjunction with the Sustainability Department, proposes, applies and updates the framework defined by the Guidelines with reference to the identification, assessment, monitoring and management of Sustainability risks and Adverse sustainability effects.

**6.8. Actuarial Function**

The Actuarial Function includes Sustainability Risk considerations in its annual global underwriting policy opinion.

**Reporting**

UnipolSai's Sustainability Department monitors the application of the Guidelines with reference to the control of Adverse sustainability effects in the underwriting process, and shares a summary report of the results with the Non-Life Business Departments on an annual basis. On an annual basis, the Board of Directors, the Appointments, Governance and Sustainability Committee and the Risk and Control Committee of Unipol Group and UnipolSai receive a report prepared by the Sustainability Department on the monitoring of adverse effects in the underwriting processes and on any prevention and mitigation actions taken.

The results of the application of these Guidelines are included in the Group's annual reporting documents (Unipol Group Integrated Annual Report and UnipolSai Sustainability Report).

Relations with institutional stakeholders and representation of interests In 2023, the activity of relations and dialogue with institutional stakeholders continued, with particular reference to their activity of producing legislation and regulations for the sectors of interest to the Group. The Group actively and transparently engages in relations with institutional stakeholders in order to contribute to knowledge of technical, economic and market trends and therefore place stakeholders in the best conditions for making policy decisions. To this end, UnipolSai, starting with accurate monitoring and analysis activities, contributes with its briefs, depositions and studies to legislative and regulatory processes at Italian and EU level on topics of interest to the business. The Group has been enrolled in the Parliamentary Register of Representatives of Interest since 2017 and the EU Voluntary Transparency Register since 2014. The registers aim to provide citizens with single, direct access to information on those who engage in activities designed to influence national and EU decision-making, on the interests they pursue and the resources they invest in such activities. The Group does not finance political parties, their representatives or candidates, either in Italy or abroad, does not sponsor conferences or celebrations whose sole purpose is political propaganda, and does not make contributions to or incur expense for political campaigns, political organisations, lobbyists or lobbying organisations, trade associations and other tax-exempt groups as defined in the Organisation and Management Model (OMM). UnipolSai has not been a member of the National Association of Insurance Companies (ANIA) since 2015. With reference to advocacy activities, the "Welfare, Italia" project continued in 2023 with a view to building and expanding a permanent, open and transparent discussion platform on welfare, which can actively contribute to reshaping the country's healthcare and social/assistance policies. The 2023 edition of the Thank Tank Report supported by the Group with the collaboration of The European House – Ambrosetti identified 4 action areas on which Italy should act to support the evolution of the welfare system with a view to a new generational pact: defining an organic design to invert the demographic trend through guidelines that align Italy with European best practices, supporting the role of the national healthcare system by boosting investments and fully leveraging the supplementary component, increasing the tools and flexibility of the supplementary pension system, launching a skills development plan and strengthening the role of employment centres. On 26 June 2023, the second edition of the annual forum of "The Urban Mobility Council" Thank Tank promoted by the Group was also held. The 2023 Forum, entitled "Energy, infrastructure and industries for zero emission mobility", provided an opportunity to fuel debate on new mobility, so as to pursue the necessary balance between industrial and infrastructural sustainability with a view to the energy transition. The Polytechnic University of Milan's research project "From Euro 3 to electric, what the data say" was presented during the event. The study, based on anonymous and aggregated data provided by the Group from black boxes, presented the E-Private Mobility Index, the index of convertibility to electric vehicles, for the cities of Rome, Brescia and Bari, providing a precise estimate of the actual environmental footprint of vehicles and offering public administrations tools for planning policies for the management of vehicle traffic and the limitation of pollution. Contribution to regulatory processes - UnipolSai's position In 2023, the monitoring and analysis of significant regulations for the Group continued alongside activities presenting the Group's interests to Italian and European regulators and policy makers. Through these activities, the Group aims to boost support for the business by ensuring knowledge and updating on the evolution of relevant regulations and external competitive contexts, as well as to develop and manage relationships with domestic, European and international institutions, regulators and supervisory bodies, promoting discussion and the exchange of expertise as an authoritative, independent and autonomous interlocutor. To carry out its representation activities, the Group used primarily two channels: on one hand, the public consultation processes launched by institutions and the competent industry authorities at national, European and international level; on the other hand, dialogue and collaboration - within working groups, roundtable discussions and bilateral meetings - with the parties concerned, including public parties and local and industry associations, on the basis of the criteria of sharing, cooperation and transparency. In more detail, in 2023 the Group participated in 7 public consultations at domestic level and 10 public consultations/surveys at EU level, for a total of 17 engagements. At national level, the Group participated in the consultation of IVASS, which on 6 October 2023 published a Draft letter to the market on insurance product oversight and governance (POG), clarifying IVASS regulatory expectations in terms of POG and Value for Money (V4M) with particular reference, in an initial phase, to the assessment of value for the customer arising from the product testing phase for insurance-based investment products (IBIPs). The Group participated in the consultation, receiving the initiative favourably, deeming that the non-binding letter to the market is the best instrument for guiding the insurance industry towards a better and more uniform application of POG controls, providing useful information on the concrete ways for applying the reference regulations and legislation. Another significant initiative launched by IVASS was the publication on 12 July 2023 of a Draft measure on the requirements and criteria of suitability of corporate officers and key function managers, in order to adapt the IVASS Regulation to the content of Ministry of Economic Development Decree 88/2022. The Group participated in the initiative, asking to limit the scope of document requests and specifically to give companies the right to postpone the initial assessment concerning the available time and compliance with the limit to the total number of offices that can be held by the alternate auditor to when they take office as a standing auditor. At EU level, the two strands of activity in which institutions and supervisory authorities were particularly involved regarded: the matter of data and the management and mitigation of ICT risk in the financial sector and sustainable finance, specifically the definition of technical aspects for the implementation of new regulations on sustainability reporting (EU directive 2022/2464 "CSRD") and the revision of sustainability reporting obligations in the financial services sector (Sustainable Finance Disclosure Regulation, Regulation (EU) 2019/2088). The Group continued to monitor above all the Solvency II Directive (Directive 2009/138/EC) revision process, the adoption of the proposed regulation on Artificial Intelligence (AI Act) and the European Corporate Sustainability Due Diligence Directive; it submitted its opinions on the launch of the revision of the IORP II Directive and the EMIR regulation. To this end, documents responding to consultation procedures were drafted, in addition to position papers and analysis sheets for the preparation and participation of the Unipol Group in institutional meetings, at both domestic and European level, on the dossiers mentioned above. On Climate Change, where protection from climate risks is becoming increasingly urgent, the Unipol Group engages in dialogue with national and EU policy makers, regulators, supervisory authorities and industrial associations, think tanks and academics to improve regulatory design, contribute to the policy making process and build robust relationships. As far as climate topics are concerned, the aim is not to influence the pursuit of the Paris Agreement targets, but to guarantee that the role and specific characteristics of the insurance sector are taken into consideration in policies for the transition to a more sustainable economy. Therefore, in the course of 2023, at European level the Group continued to monitor the matter of climate change and the development of the associated European initiatives in the context of all activities promoted on sustainability at both European and international level. In particular, with respect to the EIOPA document under consultation on the prudential treatment of sustainability risks for insurance companies, the Group expressed its appreciation for the efforts made by the European Authority to guarantee that the micro-prudential framework effectively reflects sustainability risks so as to strengthen financial stability and consumer protection. There is broad consensus on the significant impacts of climate change on insurance activities, and the challenges linked to the assessment and management of climate risks require close cooperation between regulators, industry and academia. This being stated, the Group expressed its perspective according to which considering "transition risk" to be a new risk factor could alter the underlying structure of Solvency II, which has shown itself to be solid and consistent over its years of application. The Group also participated in the EU regulation revision process relating to sustainability reporting (Sustainable Financial Disclosure Regulation, SFDR) launched in order to highlight the issues identified by financial operators and advisors in the implementation of the regulation and collect suggestions on possible improvements. In particular, the Commission invited stakeholders to respond to queries relating to the current provisions of the SFDR, focusing on PAI (Principle Adverse Impact) indicators[13] at company and product level, implementation costs and the availability of the data and estimates required to meet transparency obligations. The consultation also includes possible changes to reporting requirements. The Group participated in the consultation, recognising that the SFDR represents a crucial landmark for the development of the EU's sustainability regulatory framework. After the approval in December 2022 of the directive that amended the regulatory framework on sustainability reporting (CSRD), the Group continued to monitor the implementation phase of the new reporting requirements (European Sustainability Reporting Standards). The Group strongly supports the transition towards a more sustainable society and the commitment to combating climate change. In this context, the Group was in favour of the adoption of the CSRD, which will require certain large enterprises to disclose information on how they operate and manage social and environmental challenges. This disclosure will help investors, civil society organisations, consumers, political decision-makers and other concerned parties to evaluate the non-financial performance of large enterprises and will encourage such companies to develop a responsible approach to the business. Specifically, the Group participated in the consultation initiated by the European Commission on the first set of reporting standards developed by the European Commission with a view to contributing to the development of a high quality set of European standards on sustainability reporting, as established by the CSRD.

The Unipol Group's Regulation Function reports to the Chief Regulation and Economic Studies Officer and conducts regulatory oversight, advocacy and Top Management support activities. Through this Function, the Group fosters and promotes dialogue with Institutions, regulators and national and European supervisors to support the demands of its companies in a transparent manner and with respect for the general interest. Unipol also oversees and participates in the work of some important trade associations such as Assonime, Assogestioni, ABI, AMICE and of the most important national and European stakeholder groups engaged in the discussion and preparation of technical documents to support the Institutions and Supervisory Authorities in the areas of greatest interest to the Group.