12/23/2015
4.48 p.m.
Joint Press Release
MERGER OF MEDIOLANUM S.p.A. INTO BANCA MEDIOLANUM S.p.A.
The deed of merger of Mediolanum S.p.A. into Banca Mediolanum S.p.A. was registered.
Effective date of the merger of Mediolanum S.p.A. into Banca Mediolanum S.p.A., December
30, 2015
On the same date, commencement of trading on the MTA of Banca Mediolanum S.p.A.
ordinary shares
Following the press releases issued on December 11, 2015, on December 18, 2015, and on December 22, 2015 notice is hereby given that on December 23, 2015 the last of the registrations set forth by Article 2504 of the Italian Civil Code was made.
Pursuant to Article 2504-bis, par. 2 of the Italian Civil Code, the legal effects vis-à-vis third parties of the merger (the "
Merger") of Mediolanum S.p.A. ("
Mediolanum") into Banca Mediolanum S.p.A. ("
Banca Mediolanum") shall commence on December 30, 2015 (the "
Effective Date of the Merger").
The effects of the Merger for accounting and tax purposes shall commence on the first day of the financial year in progress on the Effective Date of the Merger (January 1, 2015).
The Merger will be carried out by means of distribution and assignment of Banca Mediolanum ordinary shares - resulting from the stock split of Banca Mediolanum ordinary shares to the extent necessary to respect the Exchange Ratio - to Mediolanum shareholders. Pursuant to Article 2504-ter, par. 1 of the Italian Civil Code, no shares of Banca Mediolanum will be assigned in exchange for own
shares held by Mediolanum. On the Effective Date of the Merger, following the stock split, Banca Mediolanum's share capital will amount to 600,000,000.00 euro, fully subscribed and paid in, divided into 738,401,857 ordinary shares with no indication of par value, assigned in exchange for 738,401,857 Mediolanum shares held by third parties, specifying that Banca Mediolanum does not own Mediolanum shares (nor will at the Effective Date). There will be no settlements of balances in
cash.
Starting from the Effective Date of the Merger, Mediolanum ordinary shares will be delisted from the Mercato Telematico Azionario ("
MTA") and cancelled. Mediolanum shareholders will receive Banca Mediolanum ordinary shares listed on the MTA (ISIN Code IT0004776628) according to the exchange ratio (the "
Exchange Ratio") set forth in the merger project (1 ordinary share of Banca
Mediolanum with no indication of par value for each ordinary share of Mediolanum with par value of 0.10 euro). Banca Mediolanum shares assigned in exchange to those entitled will have the same right to dividends and the same features.
Banca Mediolanum ordinary shares issued for the exchange shall be made available to Mediolanum shareholders through their respective intermediaries according to the procedures for dematerialized shares centralized at Monte Titoli S.p.A., on the Effective Date of the Merger. No expenses will be borne by the shareholders for the exchange transactions.
The Merger will result in the dissolution of Mediolanum.
The documentation relating to the Merger is available at the registered office of both Mediolanum and Banca Mediolanum (in Basiglio – Milano 3, Via F. Sforza – Palazzo Meucci) as well as in the"shareholders' meeting for the merger into Banca Mediolanum S.p.A." section of Mediolanum website (www.mediolanum.com).
Basiglio - Milano 3, December 23, 2015
