Notice is hereby given that today the Bank of Italy issued the authorisation under Article 57 of the Italian Consolidated Banking Act with regard to the Plan for the Merger by Incorporation of Banco Desio Lazio S.p.A., wholly owned by the incorporating entity Banco di Desio e della Brianza S.p.A. (“Banco Desio”).
Consequently, the Merger Plan was filed with the Registry of Companies of Monza (MB) as prescribed by Article 2501-ter of the Italian Civil Code.
The merger shall be submitted for approval to the Board of Directors of the incorporating entity in accordance with Article 2505, paragraph 2 of the Italian Civil Code, as allowed by Article 19.3 of the Articles of Association.
The above without prejudice for the option – in accordance with Article 2505, last paragraph, of the Italian Civil Code - for Banco Desio shareholders representing at least five percent of the share capital, to ask that the decision for the approval of the merger by the incorporating company be adopted by the Extraordinary Shareholders’ Meeting under Article 2502, Paragraph 1 of the Italian Civil Code.
Any shareholders interested in exercising this right shall send, no later than eight days from today, via registered letter with advice of receipt, a specific request to the following address: “Banco di Desio e della Brianza S.p.A., Ufficio Segreteria Generale e Societaria - Via Rovagnati 1 - 20832 Desio (MB)”, accompanied by the certification proving ownership of the shares (sending all documentation in advance to fax no. 0362/613.219). Said request may also be sent via certified electronic mail to the address email@example.com, promptly followed, via ordinary mail, by the signed original hardcopy document.
In accordance with current laws and regulations, the documentation on this matter – comprising the Merger Plan, the Directors’ Report and the Financial Statements as at 31 December 2013 taken to represent the financial situations of the Companies participating in the transaction – was filed and made available to the public at the Registered Office and at Borsa Italiana S.p.A., and it was also published on the Website www.bancodesio.it under the section “Investor Relations - Progetto di fusione Banco Desio Lazio” (Banco Desio Lazio Merger Plan); in addition, the Financial Statements of the aforesaid Companies for the years 2011 and 2012, with the respective Reports, have also been filed at the Registered Office. Shareholders are entitled to obtain a copy of the aforesaid documentation.
Desio, 22 May 2014
BANCO DI DESIO E DELLA BRIANZA SpA
The Chief Executive Officer