Banco BPM SpA

M&A Activity • Oct 22, 2021

Informazione Regolamentata n. 1928-81-2021		Data/Ora Ricezione 22 Ottobre 2021 20:27:18	MTA
Societa'	:	BANCO BPM
Identificativo Informazione Regolamentata	:	153261
Nome utilizzatore	:	BANCOBPMN03 - Marconi
Tipologia	:	3.1
Data/Ora Ricezione	:	22 Ottobre 2021 20:27:18
Data/Ora Inizio Diffusione presunta	:	22 Ottobre 2021 20:27:20
Oggetto	:	MERGER BY INCORPORATION OF RELEASE SpA INTO BANCO BPM SpA
Testo del comunicato

Vedi allegato.

BANCO BPM SpA • Parent Company of BANCO BPM Banking Group • Registered office: Piazza F. Meda, 4, Milan, Italy • Administrative headquarters: Piazza Nogara, 2, Verona, Italy • Fully paid up share capital: € 7,100,000,000.00 • Tax Code and Milan Monza Brianza Lodi Companies' Register Enrolment No. 09722490969 • VAT no. 10537050964 • Enrolled in the Bank of Italy Register of Banks at no. 8065 and the Register of Banking Groups • Member of the Interbank Deposit Guarantee Fund and the National Guarantee Fund

MERGER BY INCORPORATION OF RELEASE SpA INTO BANCO BPM SpA

Notice is hereby given that, on 22 October 2021, having obtained authorisation issued by the European Central Bank for the merger, the plan for the merger by incorporation of Release SpA into Banco BPM SpA, drafted in accordance with articles 2501-ter and 2505 of the Italian Civil Code (the "Merger Plan"), was filed at the competent Register of Companies.

This transaction falls within the scope of initiatives to rationalise the corporate and operating structure of the Group, and meets the needs of structure simplification and rationalisation, optimisation and development of personnel and reduction of costs, and will not entail any impacts on the capital ratios and on the consolidated financial statements of the Banco BPM Group.

Pursuant to article 2505, section 2 of the Italian Civil Code, the Merger Plan will be submitted, for matters regarding the merging company, for approval of the Board of Directors of Banco BPM SpA as permitted by article 24.2.3. of the Articles of Association, without prejudice to the possibility – pursuant to article 2505, section 3, of the Italian Civil Code – for the shareholders of Banco BPM SpA who represent at least five percent of the share capital, to request that the merger approval decision be adopted by the Extraordinary Shareholders' Meeting of Banco BPM SpA. Any shareholders interested in exercising said right must, within 8 days of the afore-mentioned date of registration of the Merger Plan at the competent Register of Companies, send the appropriate request accompanied by the certification proving share ownership, to Banco BPM SpA via a communication to the certified e-mail address soci@pec.bancobpmspa.it or via registered letter (Group Corporate Affairs, Piazza Filippo Meda 4, 20121 Milan).