SAI – SOCIETÀ ASSICURATRICE INDUSTRIALE/LA FONDIARIA ASSICURAZIONI
PRESS RELEASE
PRESS RELEASE
Conditions set by the Competition Authority for the Fondiaria/SAI acquisition: it has frozen the entire equity interest of Fondiaria-SAI in Generali and 2 percent of Mediobanca's stake in Generali
At its meeting on 17 December the Competition Authority resolved to conclude the investigation that began on 10 October 2002 to appraise the Fondiaria-SAI operation.
The operation has been authorised provided that the parties fully comply with and implement the following measures adopted pursuant to section 6 (2) of the Competition Act (law 287/90):
a) with regard to the Fondiaria-SAI interest in Generali, the parties must not perform any operation which would, at any time, raise the aggregate voting rights of Fondiaria-SAI, by whatever title, at the ordinary general meetings, above 2.43% of the ordinary share capital of Generali. This undertaking does not include the acquisition of the 3,500,000 Generali ordinary shares (equivalent to 0.274 percent of the overall ordinary share capital) which can take place in the event that the beneficiary exercises the option to sell, formerly granted by Fondiaria and by its subsidiaries;
b) Fondiaria-SAI may not participate in the ordinary general meetings of Generali, not even to ensure a quorum, representing the whole 2.43% equity interest in the ordinary share capital which may be raised to 2.704% following the exercise of the option referred to in a) above, whether directly or by proxy;
c) Mediobanca may not exercise its voting rights at the ordinary general meetings of Generali in relation to its own 2 percent holding. In order to comply with this condition, Mediobanca shall not vote at the ordinary general meetings of Generali as a proxy for any other shareholder;
d) the measures referred to in a), b) and c) above are effective so long as the Competition Authority deems that Mediobanca has a controlling interest in Fondiaria-SAI;
e) the parties must submit to the Authority an initial report regarding compliance with and implementation of these measures within 120 days of the date of this resolution and shall promptly and regularly submit all the minutes thereafter, complete with schedules and annexes, of the ordinary general meetings of Generali and Fondiaria-SAI.
Rome, 17 December 2002