Common merger plan of the cross-border merger by absorption of UniCredit Bank Ireland Public Limited Company into UniCredit S.p.A.
Following the European Central Bank authorization pursuant to Article 57 of the Legislative Decree September 1st 1993 n. 385 (Italian Banking Act), in accordance with Article 70, paragraph 7, letter a) of Consob Regulation 11971/99 (Regolamento Emittenti), the following documents relating to the Cross - Border Merger have been made available to the public today at the registered office of UniCredit:
1. Common merger plan approved by the Board of Directors of the companies participating in the Cross-Border Merger on 5 May 2021;
2. Report of the board of directors of UniCredit in relation to the Cross - Border Merger (relazione illustrativa) and the report of the board of directors of UniCredit Bank Ireland in relation to the Cross - Border Merger (directors' explanatory report);
3. Balance sheets of the last three years of the companies participating in the Cross-Border Merger.
The documents will be made available to the public during the thirty days period prior to the merger resolution and until the merger resolution is adopted, the shareholders have the right to access the documents and obtain copy of them.
The same documents are available on the internet website of UniCredit as well as on the authorized storage mechanism "eMarket STORAGE" managed by Spafid Connect S.p.A. www.emarketstorage.com).
The common merger plan has been filed for registration with the Companies' Register held by the Chamber of Commerce of Milan, Monza, Brianza and Lodi and with the Irish Companies' Registration Office where UniCredit and UniCredit Bank Ireland have, respectively, their registered office.
Since UniCredit holds 100% of the share capital of UniCredit Bank Ireland, the Cross - Border Merger will be approved by the Board of Directors of UniCredit, as absorbing company, pursuant to Article 2505, paragraph 2, of the Italian Civil Code and as per the company's by-laws, without prejudice to the right granted to shareholders pursuant to Article 2505, paragraph 3, of the Italian Civil Code.
Therefore, a notice informing the shareholders' of UniCredit of the exercise of their rights pursuant to article 2505, paragraph 3, of the Italian Civil Code will be made available to them.