Unipol (UNI) investor relations material

Transaction overview and strategic rationale

• Announced acquisition of a carved-out Banca Monte dei Paschi di Siena (BMPS) entity with 635 branches, 2 million clients, €55bn deposits, and €42bn net customer loans, all free of non-performing loans and legacy litigation.

• Purchase price capped at €3.5bn, financed by a €2.5bn capital increase and existing cash; transaction is immediately accretive with expected net income of €400–460m and CET1 ratio at 16%.

• Target perimeter excludes large investment banking, insurance agreements, NPLs, and legacy litigation; includes 50% of retail, wealth, and corporate banking.

• Plan to combine the acquired bank with BPER, aiming to create Italy’s second-largest banking group with over 14% market share and Unipol holding around 40% interest and de facto control via a whitewash procedure.

• Combined group targets €40bn in scale, with Unipol maintaining a leading position in both insurance and banking.

Synergies, financial impact, and capital management

• Estimated synergies from the combination exceed €800m (gross), with €300m from revenue and €500m from cost, mainly through bancassurance and operational efficiencies.

• Revenue synergies include immediate ability to distribute Unipol insurance products through the acquired bank’s network, targeting €2bn in life and €150m in non-life premiums.

• Restructuring costs for integration are expected to be modest, around €150–200m.

• Capital increase to be executed by year-end, with strong shareholder support for at least 50% of the rights issue; main cooperative shareholders (49%) committed to subscribing.

• Solvency ratio post-transaction will remain robust, above 200%, with banking CET1 ratio above 15% and insurance solvency ratio above 280%.

Dividend policy and shareholder returns

• Dividend floor raised to €930m from 2026 earnings (payable in 2027), with potential to exceed €1bn post-combination, assuming a conservative 50% payout ratio on €2bn normalized net income.

• Commitment to maintain or increase dividend distribution capability, leveraging enhanced profitability and synergies.

• No automatic solvency triggers for capital distribution; management confident in ability to sustain and grow dividends.