01/09/2015
9.50 a.m.
Press Release
diffuso dall'Azionista Fininvest S.p.A. il 8/01/2015
(Courtesy translation provided by Mediolanum)
With reference to our press release of 29 October 2014, we wish to inform you that the Board of Directors of Fininvest S.p.A., chaired by Marina Berlusconi, met today to deliberate regarding the shareholding in Mediolanum S.p.A. exceeding 9.9% (the "Shareholding"), subject of the Bank of Italy directive of 7 October 2014, adopted in agreement with IVASS, that invoked the measures provided by articles 24 and 25 TUB (the "Directive"). The Board of Directors also acknowledged notification received on 7 January 2015 of the exception to the directive filed by Mr. Silvio Berlusconi, petitioning for necessary and appropriate precautionary suspension (the "Appeal") and empowering the managing director to take all the necessary or appropriate the actions to protect the interests of Fininvest S.p.A. in relation to and in connection with the Appeal, so as not to prejudice the effects of its possible acceptance, even on a precautionary basis.
Considering the Appeal and the effects its acceptance might provoke, the Board of Directors resolved:
(i) to empower the managing director to ask the Bank of Italy for a postponement of the deadline for instituting the trust for a period of time compatible with the decision on the precautionary petition advanced with the Appeal;
(ii) to approve the institution of a trust (the "Trust"), with Fininvest S.p.A. as "settlor", for the exclusive purpose of permitting, in compliance with the applicable legislative and regulatory obligations, the gradual process of valuing and disposing of the Shareholding within thirty days from the date the Trust is instituted, or from today's date only if the requested postponement described in point (i) above is granted;
(iii) to approve the appointment of Fininvest S.p.A. as sole "beneficiary" of the Trust, SIREFID S.p.A., company of the IntesaSanpaolo banking group, as trustee (the "Trustee"), and Prof. Marina Brogi as protector of the Trust (the "Protector"). The Trustee and Protector shall act as independent parties;
(iv) so as not to violate the Bank of Italy directive, should the postponement not be granted by the Bank of Italy and provided the precautionary petition of the Appeal is accepted, to institute the Trust and appoint the Trustee and Protector, as indicated in points (ii) and (iii) above;
(v) to approve and acknowledge the documentation accessory to institution of the Trust and to empower the managing director to take the steps necessary or appropriate to execute the aforesaid Board resolutions.
Milan, January 8, 2015
