The IFI extraordinary stockholders’ meeting approved the Merger Project for the
incorporation of the subsidiary IFIL in the parent IFI, with an exchange ratio of 0.265
of 1 new IFI ordinary share for 1 IFIL ordinary share and 0.265 of 1 new IFI savings
share for 1 IFIL savings share.
The IFIL extraordinary stockholders’ meeting on the merger will meet today at 4 P.M.
The IFI extraordinary stockholders’ meeting also approved:
- a capital increase to service the merger for a maximum nominal amount of
€ 82,978,443 by issuing a maximum of 73,809,549 ordinary shares and a
maximum of 9,168,894 savings shares of par value € 1 each with dividend
rights equal to those of the stock outstanding at the date the Merger
becomes effective; and
- the new text of the bylaws which provides, among other things, for the
company’s name to be changed to EXOR S.p.A.
The IFI ordinary stockholders’ meetings, finally, approved:
- the admission to listing of ordinary and savings shares of the acquiring
company;
- the appointment of four new directors from among the members of the IFIL
board of directors, namely, Carlo Sant’Albano, current CEO of IFIL, and
three independent directors;
- the addition of members to the board of statutory auditors; and
- the authorization to purchase and dispose of treasury stock.
The merger is expected to be completed in the early months of 2009.
Tomorrow, December 2, 2008, the special IFI preferred stockholders’ meeting called
by the common representative is scheduled to be held.
The extraordinary stockholders’ meeting of IFI S.p.A., which met today in Turin under the
chairmanship of John Elkann, approved the Merger Project for the incorporation of the
subsidiary IFIL in the parent IFI, with an exchange ratio of 0.265 of 1 new IFI ordinary share
for 1 IFIL ordinary share and 0.265 of 1 new IFI non-convertible savings share for 1 IFIL nonconvertible
savings share.
The IFI extraordinary stockholders’ meeting has consequently approved a capital stock increase
to service the merger for a maximum nominal amount of € 82,978,443 by issuing a maximum
of 73,809,549 ordinary shares and a maximum of 9,168,894 savings shares of par value € 1
each with dividend rights equal to those of the stock outstanding at the date the merger becomes
effective.
The IFI extraordinary stockholders’ meeting also approved, with effect from the date the
merger becomes effective, the new text of the bylaws which provides, among other things, for
the adoption of the new name of the company, “EXOR S.p.A.”, the elimination of the
restrictions on the transfer of ordinary shares, the provisions regarding representation in
stockholders’ meetings following the listing of the ordinary shares, the increase in the
maximum number of members of the board of directors to 19 and the change in the term of
office of the same, the reduction in the amount of profit appropriated to the legal reserve to 5%
and the elimination of the provision relating to the share of profits (1%) at the disposition of the
board of directors for distribution among its members, as well as the changes required as a
consequence of the issue on the part of the acquiring company of savings shares having the
same characteristics as IFIL savings shares (with an adjustment of savings shares’ economic
rights on the basis of the exchange ratio).
The IFI ordinary stockholders’ meetings, finally, approved:
- the request for admission to listing of ordinary and savings shares of the acquiring
company (the merger is subordinate to this admission);
- the appointment, with effect from the date the merger becomes effective, of the
following new directors: Carlo Sant’Albano, current CEO of IFIL, and the independent
directors Antonio Maria Marocco, Giuseppe Recchi and Claudio Saracco, current
directors of IFIL.
It is expected that the first post-merger EXOR board of directors’ meeting will appoint
Gianluigi Gabetti Honorary Chairman (a position that he currently holds in IFIL) and
Carlo Sant’Albano as the new CEO. Starting from the date the merger becomes
effective, the EXOR board of directors will be composed of 17 members, 10 of whom
are non-executive and 4 of whom are independent, as follows:
Position Name
Chairman John Elkann
Honorary Chairman Gianluigi Gabetti
Deputy Chairman Pio Teodorani-Fabbri
CEO Carlo Barel di Sant’Albano
Andrea Agnelli
Tiberto Brandolini d’Adda
Oddone Camerana
Luca Ferrero Ventimiglia
Franzo Grande Stevens
Francesco Marini Clarelli
Virgilio Marrone
Andrea Nasi
Directors
Lupo Rattazzi
Carlo Acutis
Antonio Maria Marocco
Giuseppe Recchi
Independent Directors
Claudio Saracco
It is also expected that the first post-merger EXOR board of directors’ meeting will
appoint the members of the Audit Committee in the persons of Antonio Maria Marocco
(Chairman), Giuseppe Recchi and Claudio Saracco, and the Compensation and
Nominating Committee in the persons of John Elkann (Chairman),
Antonio Maria Marocco and Giuseppe Recchi. The EXOR board of directors thus
formed will remain in office until the current expiry of the term of office and, that is,
until the stockholders’ meeting that approves the financial statements for the year 2008;
- the confirmation of Giorgio Ferrino and Paolo Piccatti as acting auditors and Lionello
Jona Celesia as chairman of the board of statutory auditors, as well as the appointment
of the alternate auditors in the persons of Fabrizio Mosca and Lucio Pasquini. The IFI
board of statutory auditors will remain in office until the current expiry of the term of
office and, that is, until the stockholders’ meeting that approves the financial statements
for the year 2008;
- the authorization for the purchase of ordinary and/or preferred and/or savings treasury
stock of par value € 1 up to a maximum of 16 million shares and for a period of 18
months from the date the resolution is passed by the stockholders’ meeting, fixing an
amount of € 200 million for this purpose; the disposal of treasury stock in every manner
was also authorized.
With regard to this, it has to be pointed out that it refers to the extension, to the savings
shares, of the authorizing resolution already passed by IFI in May 2008 which has been
re-proposed for the same quantity and maximum theoretical equivalent amount and that
after the conclusion of the merger, a program for the purchase of treasury stock will be
established for the three classes of stock with the aim of also servicing the current IFIL
stock option plan which will continue in EXOR.
The IFIL extraordinary stockholders’ meeting called to approve the merger project will meet
today at 4 P.M.
The timing for the completion of the merger is still confirmed for the early months of 2009. The
date the merger becomes effective will be rendered public by issuing a specific notice.
* * *
Finally, it should be noted that tomorrow the special IFI preferred stockholders’ meeting is
scheduled to take place as called by the common representative. In this regard, the company
reiterates what has already been announced in its September 10 and 23 and October 27 and 31
press releases, namely, that the second paragraph of article 7 of the IFI bylaws does not require
the vote of the special meeting of IFI preferred stockholders in order to issue savings shares
following the merger of IFIL in IFI.
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