09/29/2015
1.25 p.m.
Press Release
Extraordinary Shareholders’ Meeting of 29 September 2015
Approval of the merger by incorporation in
Banca Mediolanum S.p.A.
and of the consequent adoption of new By-laws
Basiglio, 29 September 2015 – Following the press releases issued on 25 May 2015 and 22 July 2015, it is hereby stated that the Shareolders' Meeting of Mediolanum S.p.A. ("
Mediolanum"), held at the date hereof in extraordinary session, at first call, has approved the merger project (the "
Merger") of Mediolanum in the wholly owned company Banca Mediolanum S.p.A. ("
Banca Mediolanum"). As a consequence of the Merger, the ordinary shares of Banca Mediolanum will be admitted to listing on the electronic share market (mercato telematico azionario) organized and managed by Borsa Italiana S.p.A. ("
MTA").
The Merger has already obtained the necessary authorizations by the supervisory authorities, Banca d'Italia and IVASS as well as the European Central Bank, as required under current Italian and EU laws and regulations.
The Merger occurs within the framework of streamlining of the structure of the Mediolanum Banking Group following the parent company Mediolanum's recent undertaking as leader of the group. Following the Merger, Banca Mediolanum will adopt a new By-Laws and will return to carry out the direction and coordination of the group. The Merger is intended to achieve higher levels of efficiency and profitability, by reducing management costs and burdens, whilst safeguarding the brand and the business orientation of the Mediolanum Banking Group, which has always been characterized by customer focus, solidarity and security values.
It is to be noted, in addition, that as a result of the Merger, the current shareholders of Mediolanum will be assigned no. 1 (one) ordinary share of Banca Mediolanum for every no. 1 (one) ordinary share of Mediolanum that they hold. The shares of Banca Mediolanum assigned in a share swap shall grant those shareholders entitled to them with the due enjoyment and same rights.
The completion of the Merger is subject to:
(i) the issuance of the authorizations by the competent foreign authorities, where required by the applicable laws and regulations;
(ii) the issuance of the authorization for the admission to listing on the MTA of the ordinary shares of Banca Mediolanum;
(iii) the issuance of the authorization from Consob for the publication of the Prospectus for the admission and listing on the MTA of the ordinary shares of Banca Mediolanum; and,
(iv) that the cash amount which may be paid by Mediolanum pursuant to Article 2437-quater of the Italian Civil Code to the shareholders which have exercised the right of withdrawal in relation to the Merger, will not exceed the amount of Euro 100 million. Such latter condition is set forth in the exclusive interest of Mediolanum, which shall be entitled to waive it.
The effects of the Merger shall commence from the date specified in the Merger deed, which may coincide or be later than the date for the last of the registrations specified in Article 2504-bis of the Italian Civil Code. The transactions of the incorporated company shall be ascribed in the financial statements of the incorporating company starting from the first day of the fiscal year at the time when the Merger shall give rise to its effects pursuant to Article 2504-bis of the Italian Civil Code. The tax effects shall also commence from the same date.
The Merger may be finalized only if the above listed conditions are met, a circumstance that it is reasonably expected to occur around the end of the present year. It should be noted that the effectiveness of the withdrawal is subject to the effectiveness of the Merger. In addition, the shareholders who exercise the right of withdrawal will not be entitled to 2015 interim dividends according to Article 2433-bis of Italian Civil Code, in case the payment of such dividends is approved and executed according to the timing followed by Mediolanum in the previous years,
hence, in November 2015.
The Merger project is available at the Mediolanum registered office, on the Company's website www.mediolanum.com, and on the authorized storage system of Bit Market Services which may be accessed via the webpage
"www.emarketstorage.com". Terms and conditions for the exercise of the
withdrawal right will be made available on the company's website www.mediolanum.com.
In accordance with the applicable law, the documentation relating to the Shareholders' Meeting of Mediolanum shall be made available, for delivery of a copy upon request, at the registered office, on the storage system of Bit Market Services which may be accessed via the webpage
www.emarketstorage.com , and on the Company's website.
In accordance with the terms set forth by the applicable laws and regulations, the summary statement of the votes will be made available on the company's website www.mediolanum.com.
Basiglio - Milano 3, 29 September 2015
