Notice pursuant to art. 84 of Issuers' Regulation
(adopted by Consob with resolution no. 11971 of 14 May 1999 and subsequent amendments)
INTESA SANPAOLO: MERGERS OF GROUP COMPANIES
MERGER BY INCORPORATION OF BANCA DI TRENTO E BOLZANO S.P.A. INTO
INTESA SANPAOLO S.P.A.
MERGER BY INCORPORATION OF BANCA MONTE PARMA S.P.A. INTO
INTESA SANPAOLO S.P.A.
Turin - Milan, April 17th 2015 – Intesa Sanpaolo notifies its shareholders that the Management Board of the Bank, at its meeting of December 19th 2014, approved the plan for the merger by incorporation of Banca di Trento e Bolzano S.p.A. (a company over 90% owned by Intesa Sanpaolo) into Intesa Sanpaolo S.p.A.. The Management Board also approved the relevant explanatory report.
Furthermore, the Management Board of the Bank, at its meeting of January 27th 2015, approved the plan for the merger by incorporation of Banca Monte Parma S.p.A. (a company over 98% owned by Intesa Sanpaolo) into Intesa Sanpaolo S.p.A.. The Management Board also approved the relevant explanatory report.
The merger plans, following the authorisations released by the Bank of Italy pursuant to art. 57 of Legislative Decree no. 385/1993, were filed with the Torino Company Register, as provided for by art. 2501-ter of the Italian Civil Code, on April 17th 2015.
The mergers shall be submitted for the approval of the Management Board of Intesa Sanpaolo pursuant to art. 2505-bis, par. 2, of the Italian Civil Code, as provided for by art. 17.2 of the Articles of Association.
The foregoing is without prejudice - pursuant to art. 2505, last paragraph, of the Italian Civil Code - to the right of Intesa Sanpaolo shareholders holding at least five per cent of the Bank’s share capital, to request that the approval from Intesa Sanpaolo be resolved upon by shareholders at an Extraordinary meeting, in compliance with art. 2502, par. 1, of the Italian Civil Code. Shareholders who may want to exercise this right are asked to address their request, within eight days of the aforementioned filing date of the plans with the Torino Company Register, and by registered mail with delivery receipt, to Intesa Sanpaolo S.p.A., Servizio Segreteria Societaria - Ufficio Soci, Piazza San Carlo n. 156, 10121 Torino, including the appropriate document certifying the title of the shares (documentation to be transmitted in advance to fax no. +39 011 5556396 or to email: firstname.lastname@example.org).
In accordance with the regulation in force, documentation relating to the present issue - which includes the merger plans, the explanatory reports of the Management Board and the Boards of Directors, as well as the opinions of the Boards of Statutory Auditors of the companies to be merged and the reports of independent auditors KPMG S.p.A. pursuant to art. 2505-bis, par. 1, of the Italian Civil Code - has been made available at the Registered Office of Intesa Sanpaolo, as well as on the authorised storage system eMarket Storage and on the website group.intesasanpaolo.com.
The annual reports for the last three years of the companies involved in the transactions are available at the Company’s Registered Office.
Shareholders may obtain a copy of the above-mentioned documentation.
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Segreteria Societaria and Investor Relations are available for further information (ph. +39 011 5558213, +39 02 87943003, from 8.30 a.m. to 5 p.m., email: email@example.com; firstname.lastname@example.org).
Last updated 17 April 2015 at 15:42