Start of programmes for the purchase of Unipol Gruppo Finanziario S.p.A. ordinary shares to service the compensation plans based on financial instruments approved by certain subsidiaries
Pursuant to and in accordance with Article 144-bis of CONSOB Resolution No. 11971 of 24 February 1999 (the “Issuers’ Regulation”), it is hereby notified that on 16 June 2016, programmes (individually, the “Programme”; jointly, the “Programmes”) for the purchase of ordinary shares (the “Shares”) of Unipol Gruppo Finanziario S.p.A. (“UGF”) by the following companies indirectly controlled by the same: Popolare Vita S.p.A. (“Popolare Vita”), SIAT S.p.A. (“SIAT”), UnipolSai Servizi Consortili S.c.r.l. (“UnipolSai Servizi Consortili”The UnipolSai Servizi Consortili Programme – in accordance with the authorization for the purchase of indirect parent company shares issued by the Shareholders’ Meeting of 14 April 2016, pursuant to Article 2359-bis of the Italian Civil Code, within a maximum period of 18 months and a maximum spending limit of €350 thousand – regards the purchase of a maximum number of 70,000 Shares (equal to approximately 0.010% UGF share capital).
The purchases will concern a maximum number of 225,000 Shares, as better described below, to service the Compensation plans based on financial instruments, of the performance share type, for the Management staff of the aforementioned Subsidiaries, as approved by the respective Shareholders’ Meetings for the years 2013-2015.
Popolare Vita
The Popolare Vita Programme – in accordance with the authorization for the purchase of indirect parent company shares issued by the Shareholders’ Meeting of 22 April 2016, pursuant to Article 2359-bis of the Italian Civil Code, within a maximum period of 18 months and a maximum spending limit of €425 thousand – regards the purchase of a maximum number of 85,000 Shares (equal to approximately 0.012% of UGF share capital).
SIAT
The SIAT Programme – in accordance with the authorization for the purchase of indirect parent company shares issued by the Shareholders’ Meeting of 18 April 2016, pursuant to Article 2359-bis of the Italian Civil Code, within a maximum period of 18 months and a maximum spending limit of €275 thousand – regards the purchase of a maximum number of 55,000 Shares (equal to approximately 0.008% of UGF share capital).
UnipolSai Servizi Consortili
The UnipolSai Servizi Consortili Programme – in accordance with the authorization for the purchase of indirect parent company shares issued by the Shareholders’ Meeting of 14 April 2016, pursuant to Article 2359-bis of the Italian Civil Code, within a maximum period of 18 months and a maximum spending limit of €350 thousand – regards the purchase of a maximum number of 70,000 Shares (equal to approximately 0.010% UGF share capital).
Auto Presto & Bene
The Auto Presto & Bene Programme – in accordance with the authorization for the purchase of indirect parent company shares issued by the Shareholders’ Meeting of 14 April 2016, pursuant to Article 2359-bis of the Italian Civil Code, within a maximum period of 18 months and a maximum spending limit of €75 thousand – regards the purchase of a maximum number of 15,000 Shares (equal to approximately 0.002% UGF share capital).
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All purchases shall be carried out via one or more transactions on the regulated market, in compliance with the operating procedures set forth for such transactions in regulations on the organization and management of the market itself, for a maximum unit price to be determined on the basis of the official closing price of the security registered for the trading session prior to each individual transaction, with an upward variation not exceeding 15%.
Moreover, the transactions for the purchase of the Shares, in performance of the above-mentioned Programmes, will be carried out in accordance with the provisions of Articles 2359-bis et seq. of the Italian Civil Code, 132 of the Consolidated Law on Finance, 144-bis, paragraph 1, letter b) of the Issuers’ Regulation, as well as in compliance with the conditions set forth in Articles 5 and 6 of the Commission Regulation (EC) No. 2273/2003 of 22 December 2003, and the market practices permitted by CONSOB pursuant to Article 180, paragraph 1, letter c) of the Consolidated Law on Finance.
Finally, it should be noted that in the context of the aforementioned Programmes, the following information will be communicated to CONSOB and the market within the seventh trading day subsequent to the completion date of the transactions: the number of shares purchased, the time and date of each purchase, the average price, the price of each purchase and the accumulated number of shares at the notification date.
On the date hereof, UGF holds a total of 9,593,375 ordinary treasury shares (equal to approximately 1,34% of share capital), of which 6,319,814 directly and 3,273,561 indirectly through the subsidiaries UnipolSai Assicurazioni S.p.A. (3,108,860), Unisalute S.p.A. (51,244), Compagnia Assicuratrice Linear S.p.A. (14,743), Arca Vita S.p.A. (80,148), and Arca Assicurazioni S.p.A. (18,566); Popolare Vita, SIAT, UnipolSai Servizi Consortili and Auto Presto & Bene do not currently hold any shares of UGF.