Corporate rationalisation transactions

Corporate rationalisation transactions
21 June 2013

Verona, June 21st, 2013

Today, the Board of Directors of Cattolica Assicurazioni approved some company transactions related to the subsidiaries Risparmio & Previdenza S.p.A. and Duomo Uni One Assicurazioni S.p.A1 aimed at a greater efficiency of the corporate structure of the Group.

Risparmio & Previdenza S.p.A.

The resolved transaction contemplates the sale by Risparmio & Previdenza of the insurance activities to Cattolica Assicurazioni, the sale of the Open-end Pension Fund Risparmio & Previdenza to Cattolica Previdenza and finally the merger of the company in Cattolica Immobiliare.

Duomo Uni One Assicurazioni S.p.A.

The merger of Duomo Uni One Assicurazioni S.p.A. in TUA Assicurazioni S.p.A.2 was resolved.

The transactions above will be submitted to the competent Authorities, in that provided by current regulations, for obtaining the authorisations required by law3 .


1 In relation to what is provided under Article 6.1 point d) of CONSOB Regulation no. 17221 of March 12th, 2011, it is stated that upon approval of the transactions, the Procedure for the management of transactions with related parties approved by the Board of Directors of Cattolica has not been applied in that this Procedure provides for, inter alia, the exclusion of intra-group transactions provided that (as in this case) there are no significant interests of related parties of Cattolica other than the Group companies in the companies involved in relation to the particular transaction. Cattolica Previdenza, Risparmio & Previdenza and Cattolica Immobiliare are directly and fully controlled by Cattolica. Cattolica holds directly Duomo Uni One and TUA Assicurazioni by 99.99% and 97%, respectively.

2 The prior purchase by the merging company of the equity investment currently held by Cattolica in Duomo Uni One Assicurazioni S.p.A. is contemplated.

3 IVASS for the business segment sales and the merger of Duomo Uni One in TUA Assicurazioni, and COVIP for the sale of the Pension Fund.