A Piaggio branch to be formed on the Spanish market.
Approval of partial separation of the Nacional Motor company.
Milan, 19 October 2009 – At a meeting today in Milan chaired by Roberto Colaninno, the Board of Directors of Piaggio & C. S.p.A. carried additional resolutions concerning the re-organisation of the Group’s industrial and commercial operations on the Spanish market, as previously announced after the board meeting on 15 September.
At today’s meeting the directors approved the formation of a Group branch, Piaggio & C. S.p.A.
Sucursal en España, headquartered in Martorelles (Barcelona, Spain). The corporate purpose of the new branch is to conduct research and development and provide technical and logistics services.
In compliance with Italian and Spanish laws, specifically with Legislative Decree 108/2008, the Piaggio & C. S.p.A. Board of Directors also approved the partial separation of the assets of Nacional Motor S.A.U. (hereinafter also the “separated company”) to Piaggio & C. S.p.A. (hereinafter also the “beneficiary”), as set out in the separation plan approved by the boards of the two companies, respectively for Piaggio & C. S.p.A. on 15 September 2009 and for Nacional Motor S.A.U. on 11 September 2009. A similar resolution was carried today by the wholly owned subsidiary Nacional Motor, Società Anonima Unipersonale (S.A.U.), which is governed by Spanish law.
The plan provides for the partial separation from the separated company of the product marketing and development division and of staff functions and common services, and the simultaneous assignment of these units and functions to the parent company Piaggio & C. S.p.A.
The objective of the separation is to align the corporate and organisational structure of Nacional Motor S.A.U. with the Piaggio Group business model, and simultaneously ensure greater functional, economic and organisational efficiency for the operations currently headed by Nacional Motor, by centralising product development, product marketing and marketing intelligence, communication, sales, spares and after-sale services under the control of headquarters.
Since 100% of the separated company’s share capital is owned directly by the beneficiary, the separation will take place without any form of share swap; the separation will produce nochanges in the by-laws of the beneficiary nor in its shareholding structure.
The separation resolution was adopted today by the Piaggio & C. S.p.A. Board of Directors, pursuant to art. 2505, paragraph 2, of the Italian Civil Code (with reference to art. 2506-ter Italian Civil Code) and as envisaged by the by-laws of the beneficiary. Notice of registration in the Companies Register of Pisa of the separation resolution and its simultaneous publication will be announced in a specific press statement. Stipulation of the separation deed is expected to take place by the end of December 2009. For all other information concerning the operation, reference should be made to the press release issued by Piaggio & C. S.p.A. on 15 September 2009.
Investor Relations appointment
At today’s meeting the Piaggio & C. S.p.A. Board of Directors named Simone Montanari head of the company’s Investor Relations function.