Filing of the plans for the merger by incorporation of the wholly owned subsidiaries ABC Assicura S.P.A. and Berica Vita S.P.A. into Cattolica Assicurazioni
Verona, 21 July 2021. We would like to advise you that, as of today, having obtained the necessary authorisations from the competent authorities, Società Cattolica di Assicurazione has made available to the public at its registered office, in the “Governance – Extraordinary Transactions” section of its corporate website at www.cattolica.it, and on the eMarket STORAGE mechanism authorised by Consob, managed by Spafid Connect S.p.a. and accessible from the website www.emarketstorage.com, the plans for the merger by incorporation of the wholly owned subsidiaries ABC Assicura S.p.A. and Berica Vita S.p.A. into Cattolica Assicurazioni, with the relevant annexes, the merger statements of financial position represented by the 2020 draft financial statements approved by the boards of directors of the companies taking part in the merger, and the financial statements of these companies for the last three financial years.
The plans for the merger were today also filed for registration in the relevant Verona Companies Register.
Given that the incorporating company owns the entire share capital of the companies being incorporated, the merger resolutions of Cattolica Assicurazioni, which will soon be adopted, will be assumed, pursuant to Article 27.3 of the Articles of Association, by the Board of Directors, in any case in accordance with the conditions set forth in Article 2505 of the Italian Civil Code and thus without prejudice to the powers granted therein to a number of shareholders representing at least 5% of the share capital, currently equal to €685,043,940.
Both mergers, which are a response to the need to streamline the Cattolica Group and to optimise the relevant operational synergies, are expected to be completed by the end of this year.