Partial Demerger of B.P.Vi Fondi SGR
• 50% OF THE SHAREHOLDERS’ EQUITY OF BPVi FONDI SGR HAS BEEN TRANSFERRED TO CATTOLICA IMMOBILIARE
• 100% OF BPVi FONDI SGR WILL BE CONTROLLED BY BANCA POPOLARE DI VICENZA
Press release issued pursuant to art. 114 of Italian Legislative Decree no. 58 of 24 February 1998
Verona, 14 March 2012
The public is informed that, in implementation of the agreements entered into in 2010 between Società Cattolica Assicurazione and Banca Popolare di Vicenza with a view to renewing their strategic partnership, the partial nonproportional - asymmetrical - demerger of B.P.Vi Fondi Sgr to the benefit of Cattolica Immobiliare1 has been finalised. The demerger regards the business segment of the Sgr that operates with the Cattolica Group, including 50% of the shareholders’ equity of the same.
This transaction will effectively cancel the equity investment held by Società Cattolica Assicurazione in B.P.Vi Fondi Sgr, which will therefore be wholly controlled by Banca Popolare di Vicenza. The issue of new shares to serve the demerger by the beneficiary, Cattolica Immobiliare, is not envisaged, which will therefore continue to be wholly controlled by Società Cattolica Assicurazione. Cattolica Immobiliare has therefore changed its name to Cattolica Gestione Investimenti Società Per Azioni. The transaction will be effective as of 1 April 2012.
1 Banca Popolare di Vicenza is a related party of Cattolica, on the basis of ties relative to shareholding and agreements for the governance of the latter. This transaction regards the implementation of agreements made before the entry into force of CONSOB Resolution no. 17221 of 12 March 2010 regarding related party transactions and, therefore, of the Procedure for the management of related party transactions approved by the Board of Directors of Cattolica. Therefore, said provisions do not apply to this specific case. The transaction does not exceed the significance threshold indicated in article 4, paragraph 1, letter a) of the afore-mentioned CONSOB Resolution and therefore a prospectus will not be prepared.