Proposed merger of Pronto Assistance S.p.A. into UnipolSai
UnipolSai Assicurazioni S.p.A. (“UnipolSai”, the “Acquiring Company” or the “Company”) hereby announces that, following the issue of authorisation by IVASS (Italian Insurance Supervisory Authority) and pursuant to Article 201 of Legislative Decree no. 209 of 7 September 2005, on today’s date the proposed merger (the “Merger”) of Pronto Assistance S.p.A. into UnipolSai, approved by the Board of Directors of the Company on 21 June 2019, was filed for registration at the relevant Companies’ Register.
This proposed Merger had already been filed at the respective registered offices of said companies on 26 June 2019 in accordance with a press release issued by UnipolSai on said date. It can also be found on the Company’s website (www.unipolsai.com) under the section Governance/Mergers with subsidiaries, along with the other documentation required under current law.
Since the Acquiring Company directly holds, as of today’s date, and shall hold on the date of the Merger, 100% of the share capital of Pronto Assistance, the Merger shall be made in simplified form pursuant to the law and the Articles of Association, and shall therefore be approved by the Board of Directors of the Acquiring Company with decision recorded by public instrument, in accordance with the provisions of Article 2365, Paragraph 2 of the Italian Civil Code and Article 17 of the Articles of Association of UnipolSai.
In view of the above, UnipolSai shareholders representing at least five per cent of the share capital may request - with an application that must be submitted to the Company within eight days from filing the proposed Merger at the Companies’ Register, pursuant to the provisions of Articles 2505, Paragraph 3 and 2505-bis, Paragraph 3 of the Italian Civil Code – the decision to approve the Merger to be adopted by an Extraordinary Shareholders’ Meeting pursuant to Article 2502, Paragraph 1 of the Italian Civil Code.
Any shareholders wishing to exercise that right must therefore submit, within eight days from today’s date (and therefore by 25 October 2019), a specific application via registered letter with return receipt, addressed to “UnipolSai Assicurazioni S.p.A., Segreteria Generale - Via Stalingrado 37, 40128 Bologna”, together with certification proving ownership of the shares pursuant to Article 25 of the joint Bank of Italy/Consob Regulation adopted by measure dated 22 February 2008 as amended, first forwarding the documentation to the email address: “email@example.com”.