The Board of Directors of UniCredit S.p.A. approved in its meeting of last 6th February the reorganization project of the activities carried out by its subsidiary UniCredit Services S.C.p.A through the transfer to UniCredit S.p.A. of the Italian activities related to "operations" and "real estate" businesses today carried out by UniCredit Services S.C.p.A. in Italy for the benefit of Italian customers.
The transfer of the activities into UniCredit is expected to generate benefits in terms of synergies and simplification of procedures and / or complexities reduction and governance enhancement, also through a clearer accountability and controlling process. The transaction impacts only activities carried out in Italy.
Following the European Central Bank authorization pursuant to Articles4(1)(e) and 9(1) of Regulation 1024/2013 and Article 57 of the Legislative Decree September 1st 1993 n. 385 (Italian Banking Act), in accordance with Article 70, clause 7, letter a) of Consob Regulation 11971/99 (Regolamento Emittenti), the following documents related to the partial non-proportional and asymmetric demerger of UniCredit Services S.C.p.A. ("Demerged Company") in favor of UniCredit S.p.A ("Beneficiary Company") have been made available to the public today at the registered office in Milan:
1. Project of partial non-proportional and asymmetric demerger drafted according to the provisions of Articles 2506-bis, 2501-ter and 2505-bis of the Italian Civil Code as referred to in Article 2506-ter clause 5 of the Italian Civil Code approved by the Board of Directors of the companies participating in the demerger respectively on February 4th 2019 and February 6th 2019;
2. draft of Reports and Accounts 2018 of the companies participating to the transaction as financial statements;
3. report of the administrative body.
The same documents are available on the internet website of UniCredit SpA - within the section Governance, Corporate transactions - at the following address: https://www.unicreditgroup.eu as well as on the authorized storage mechanism "eMarket STORAGE" managed by Spafid Connect S.p.A. www.emarketstorage.com).
The project of partial non-proportional asymmetric demerger has been filed for registration with the companies Register held by the Chamber of Commerce of Milan, Monza, Brianza, Lodi where the companies participating in the demerger have their registered office.
Considering that the Beneficiary Company holds 99.9% of the share capital of the Demerged Company, the aforementioned demerger will be approved by the Board of Directors of the Beneficiary Company pursuant to Article 2505-bis of the Italian Civil Code, as referred to in Article 2506-ter of the Italian Civil Code and as per the company's by-laws, without prejudice to the right granted to shareholders pursuant to Article 2505, clause 3, of the Italian Civil Code.
Milan, May 31st, 2019
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