Unipolsai — AGM Information 2016

Sep 22, 2016

Informazione Regolamentata n. 0230-59-2016		Data/Ora Ricezione 22 Settembre 2016 17:52:59	MTA
Societa'	:	UNIPOLSAI
Identificativo Informazione Regolamentata	:	79336
Nome utilizzatore	: UNIPOLSAIN05 - Giay
Tipologia	:	IROS 02
Data/Ora Ricezione	: 22 Settembre 2016 17:52:59
Data/Ora Inizio Diffusione presunta	:	22 Settembre 2016 18:08:00
Oggetto	:	Incorporation Dialogo into UnipolSai
Testo del comunicato

Vedi allegato.

Bologna, 22 September 2016

PLAN FOR MERGER BY INCORPORATION OF DIALOGO S.P.A. IN LIQUIDATION INTO UNIPOLSAI

UnipolSai Assicurazioni S.p.A. ("UnipolSai", the "Incorporating Company" or the "Company") hereby announces that, following the issue of authorisation by IVASS (the Italian Insurance Supervisory Authority) pursuant to and in accordance with Article 201 of Legislative Decree No. 209 of 7 September 2005, on the date hereof the plan for merger by incorporation (the "Merger") of Dialogo S.p.A. in liquidation ("Dialogo") into UnipolSai, approved by the Board of Directors of the Company on 30 June 2016, was filed for registration at the relevant companies' register.

The Merger Plan was already deposited at the respective registered offices of the above companies on 30 June 2016, as announced in the press release published by UnipolSai on such date. It is also available on the Company's website (www.unipolsai.com), under the section Governance/Merger plan of subsidiaries, together with the additional documentation required by current law.

Given that the Incorporating Company directly holds at the date hereof, and shall hold on the date of the Merger Deed, over 90% of Dialogo share capital, the Merger shall take place in simplified form pursuant to the law and the By-Laws and shall thus be approved by the Board of Directors of the Incorporating Company with resolution certified by public deed, in line with the provisions of Article 2365, Paragraph 2 of the Italian Civil Code and Article 17 of the UnipolSai By-Laws.

In light of the foregoing, Shareholders of UnipolSai representing at least five per cent of the share capital may request, with an application that must be submitted to the Company within eight days of the Filing Date of the Merger Plan at the Companies' Register – pursuant to the provisions of Article 2505, Paragraph 3, and Article 2505-bis, Paragraph 3, of the Italian Civil Code – that the resolution approving the Merger be adopted by the Extraordinary Shareholders' Meeting pursuant to Article 2502, Paragraph 1, of the Italian Civil Code.

Any Shareholders wishing to exercise such right must submit, within eight days of the Filing Date (and thus by 30 September 2016), a specific application via registered letter with return receipt addressed to "UnipolSai Assicurazioni S.p.A., Segreteria Generale - Via Stalingrado 37, 40128 Bologna", together with certification proving ownership of the shares pursuant to Article 25 of the Joint Bank of Italy/Consob Regulation adopted by measure dated 22 February 2008, as subsequently amended, forwarding the documentation to "azionistiunipolsai@pec.unipol.it".

Contacts

Unipol Group Press Office Fernando Vacarini Tel. +39/051/5077705 pressoffice@uniposail.it

Barabino & Partners Massimiliano Parboni m.parboni@barabino.it Tel. +39/335/8304078 Giovanni Vantaggi g.vantaggi@barabino.it Tel. +39/328/8317379

Unipol Group Investor Relations Adriano Donati Tel. +39/051/5077933 investor.relations@unipolsai.it

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UnipolSai Assicurazioni S.p.A.

UnipolSai Assicurazioni S.p.A. is the insurance company of the Unipol Group, Italian leader in Non-Life Business, in particular in vehicle liability insurance.

Also active in Life Business, UnipolSai has a portfolio of over 10 million customers and holds a leading position in the national ranking of insurance groups with a direct income amounting to approximately €14bn, of which €7.3bn in Non-Life Business and €6.7bn in Life Business (2015 figures).

The company currently operates through 5 divisions (Unipol, La Fondiaria, Sai, Nuova MAA and La Previdente) and has the largest agency network in Italy, with more than 3,500 agencies and 6,000 sub-agencies spread across the country.

UnipolSai Assicurazioni is a subsidiary of Unipol Gruppo Finanziario S.p.A. and, like the latter, is listed on the Italian Stock Exchange, being one of the most highly capitalized securities.