03/04/2014
2.18 p.m.
Press Release
Authorization to purchase and sell own shares
Amendment to the calendar of corporate events for 2014
Mediolanum S.p.A. announces today’s Board of Directors decision to recommend renewal of its authorization to purchase and sell the company’s own shares pursuant to art. 2357
et seq. of the Italian Civil Code and art. 132 of Legislative Decree 58/1998 at the next General Meeting, due to the imminent expiration of the previous authorization given at the General Meeting of April 23, 2013.
Here are the highlights of the Board’s recommendation.
ReasonThe Board recommends renewal of its authorization to purchase and sell the company’s own shares to be able to, on the one hand, invest in the company’s own shares according to stock performance and available liquidity, and, on the other hand, shore up stock liquidity, if needed, in accordance with the market practice under art. 180, paragraph 1, letter c) of the Consolidated Finance Act, approved by Consob Resolution 16839 of March 19, 2009.
Maximum number of shares that can be purchased, potential maximum disbursementThe authorization renewal relates to the purchase and sale of up to 8,000,000 own shares, par value of €0.10 each, corresponding to about 1.09% of share capital (€73.600.855,70), within the limit amount of € 60 million. Said limit is absolute, i.e. it shall not take into account any own shares which might have been resold over the same period of time.
Term of the authorization Said authorization will be given up until the date of the General Meeting convened to approve the financial statements for the year 2014 and in any case for a period of no more than 18 months from the date of the relevant resolution.
How purchases are to be effected and indication of maximum and minimum purchase prices Purchases shall be effected at a price which fulfils the requirements of article 5, paragraph 1 of European Commission Regulation (EC) 2273/2003 of December 22, 2003. Purchases will be made on-exchange in accordance with the rules established by Borsa Italiana S.p.A. and in compliance with art. 132 of Legislative Decree 58/98 and article 144-bis, paragraph 1, letter b) of Consob Resolution 11971/99.
Sales of own shares held in portfolio will be effected in the manner which is considered most appropriate to the best interest of the company, including on-exchange, outside a regulated market or a multilateral trading facility, or by exchanging own shares with equity investments or other assets at a price not lower than the average price recorded on the electronic trading system of the stock exchange managed by Borsa Italiana S.p.A. in the last 5 trading days preceding the sale.
Amount of own shares heldAt the date of this release Mediolanum S.p.A. holds 385,000 own shares corresponding to 0.05231 % of share capital.The Company informs that, partially amending the calendar of corporate events for 2014 made public on December 9, 2013, the Shareholders' Meeting for the approval of the Financial Statements 2013 will be convened in a sole calling on April 29, 2014 at 14,30, without a second calling on a successive date.
Basiglio - Milano 3, 4th March, 2014
