Merger by incorporation of San Miniato Previdenza into Cattolica Assicurazioni filed
Verona, 27 February 2012
Following the press releases published on 13 May, 11 and 14 November 2011, we hereby advise that the deed for the merger by incorporation of San Miniato Previdenza S.p.A. into Cattolica Assicurazioni has been filed with the competent offices of the company register.
The merger, which is part of a plan to increase the Group’s level of operational integration, and, at the same time, to simplify the corporate structure, also with a view to generating economies of scale, therefore became effective in statutory terms from 00:01 on 26 February 2012, while the transactions of the incorporated company will be included in the financial statements of the incorporating company, for accounting and tax purposes, from 1 January 2012.1
1 Note that the share capital of the incorporated company was wholly owned by the Incorporating company and, therefore, the Procedure for the management of related party transactions – approved by the Board of Directors of Cattolica on 29 November 2010 – did not apply to the approval of the transaction in question, insofar as said Procedure envisages, inter alia, the exclusion of infragroup transactions (as in this case) provided that there are no significant interests of other related parties in the companies involved with regard to the specific transaction. The transaction, therefore, is classified as of minor importance pursuant to CONSOB Regulation no. 17221 of 12 March 2011.