It is hereby communicated that, in its meeting of 22 March 2011, the Board of Directors of Banco di Desio e della Brianza S.p.A. approved the Plan for Merger of Banco Desio Toscana S.p.A. and Banco Desio Veneto S.p.A., companies wholly owned by incorporating company Banco di Desio e della Brianza S.p.A., as well as the relative Directors’ Report.
The Merger Plan - subsequent to the authorisation of the Bank of Italy pursuant to Art. 57 of Leg. Decree no. 385/1993 - was filed at the Monza Register of Companies (MB), pursuant to Art. 2501-ter of the Italian Civil Code on 29 June 2011.
The merger operation shall be subject to the approval of the Board of Directors of the incorporating company pursuant to Art. 2505, paragraph 2 of the Italian Civil Code, as permitted by Art. 19.3 of the Articles of Association.
The foregoing is without prejudice to the possibility – pursuant to Art. 2505, final paragraph of Italian Civil Code – that the shareholders of Banco di Desio e della Brianza S.p.A., which represent at least five percent of the share capital, may request that the decision to approve the merger by the incorporating company be adopted by the Extraordinary Shareholders’ Meeting pursuant to Art. 2502, paragraph 1 of the Italian Civil Code.
Those shareholders that are interested in exercising this right shall send this request via registered letter with acknowledgment of receipt, within eight days of the aforementioned date that the Merger Plan is filed at the Register of Companies, to “Banco di Desio e della Brianza S.p.A., Ufficio Segreteria Generale e Societaria – Via Rovagnati 1 - 20832 Desio (MB)”, together with relative certification proving their shareholding (sending all document ahead to fax no. 0362/613.219). This request may also be forwarded via certified electronic mail to email address firstname.lastname@example.org with original copies of the signed paper documentation arriving shortly afterwards via normal post.
Pursuant to the laws in force, the documentation relating to the subject matter – which includes the Merger Plan, the Directors’ Report and the Financial Statements at 31/12/2010 taken as statements of assets and liabilities of the companies involved in the operation – was filed, and made available to the general public, at the registered office and at Borsa Italiana S.p.A., and was also published on the website www.bancodesio.it in the section “Investor Relations – Progetto di fusione” (Merger Plan); the 2008 and 2009 Financial Statements of the aforementioned companies, together with their respective reports, were also filed at the registered office. The Shareholders reserve the right to obtain a copy of the aforementioned documentation.
Desio, 29 giugno 2011
BANCO DI DESIO E DELLA BRIANZA S.p.A.