Merger project

• BN di Navigazione S.p.A. with registered office in Portoferraio (LI), Calata Italy, no. 24, share capital 1,000,000.00 euros, fully paid-up, with tax code and registration number recorded in the Livorno Companies’ Register: 01968710994 – R.E.A. 147.146 (acquiring company). The company is active in the maritime cabotage sector, and more specifically in the transport of goods and passengers by means of its own or chartered ferries; in the course of its activities, it has also acquired shareholdings that are instrumental to the business.
• BN Sardegna di Navigazione S.r.l. with registered office in Sassari (SS), Piazza Ruju no. 6, share capital 10,000.00 euros, fully paid-up, with tax code and registration number recorded in the Sassari Companies’ Register: 02386710996 – R.E.A. 193.997 (merged company). The company operates in the maritime cabotage sector and more specifically in the transport of goods and passengers by chartered ferries and is currently inactive as it is unable to invest in appropriate initiatives.

The companies involved in the transaction are part of the same economic interest group. The Group has long been pursuing the goal of economic strengthening through specialisation and simplification of its various activities, implementing important strategic choices on the business, financial and administrative levels.

The merger of the two companies would bring multiple benefits to the Group, which would see a reduction in structural costs and the rationalisation of administrative activities, optimising the various resources available to the companies.

As a result of the corporate reorganisation proposed with this merger project, an optimisation of the management of resources and economic-financial flows will be achieved. Associated with the operational purposes of the merger are some significant synergies resulting from the elimination of corporate and administrative duplications and overlaps, with consequent savings in general costs due to the exercise of business activities through a single company instead of the current two. The merger by incorporation has been identified as the corporate transaction that can meet the current needs of the two companies and enable the achievement of the objectives described above.

Since BN Sardegna di Navigazione S.r.l. is wholly owned by BN di Navigazione S.p.A., no exchange ratio will be determined, as set forth by Article 2505 of the Italian Civil Code, nor will the manner in which the shares will be assigned be indicated, nor will profit participation be granted; for the same purpose, there is also no obligation to prepare the balance sheets pursuant to Article 2501-quater, the reports of the directors and experts pursuant to Articles 2501-quinquies and 2501-sexies of the Italian Civil Code. The transaction should therefore be assessed as a whole as a single step towards the desired corporate strategy.

Pursuant to Article 2501 of the Italian Civil Code, we inform you that the companies participating in the merger are in a normal state of operation, therefore they are not in liquidation and have not started the distribution of assets.

The operational modalities of the merger were also defined.

The acquiring company will continue to operate in the same maritime cabotage sector, which is the primary activity of the Group.

The merger does not entail any amendment of the articles of association of the acquiring company. The text of the Articles of Association of BN di Navigazione S.p.A is attached as Annex A) to this Merger Plan and forms an integral and substantial part thereof.

4.1 “BN di Navigazione S.p.A”
The merger will be implemented through the incorporation of the wholly-owned subsidiary ‘BN Sardegna di Navigazione s.r.l.’ into the parent company ‘BN di Navigazione S.p.A.’. Article 2505 of the Italian Civil Code applies to this phase of the merger.

4.2 “BN Sardegna di Navigazione S.r.l.”
This is a direct merger of the wholly-owned subsidiary BN Sardegna di Navigazione S.r.l. by BN di Navigazione S.p.A. Since the shares in the capital of the merged company are wholly owned by the acquiring company, there is no determination of the exchange ratio or any cash adjustments, but the shares of the merged company will be cancelled following the merger.

Article 2505 of the Italian Civil Code applies to this phase of the merger.

5.1 BN di Navigazione S.p.A.
The merger does not give rise to any exchange of shares, nor to the issue of new shares in the acquiring company, since the entire capital of the merged company is owned by the acquiring company.

5.2 BN Sardegna di Navigazione S.r.l.
This is a merger by incorporation of a company wholly owned by the acquiring company and therefore there is no need to determine the exchange ratio, nor any cash adjustments, however the shares of the merged company will be cancelled following the merger.

In the absence of exchange and issuance of new shares of the acquiring company, there is no allocation of shares.

In the absence of exchange and issuance of new shares of the acquiring company, there is no date from which these shares will participate in profits.
Nor does this circumstance give rise to any need for the particulars set forth in Article 2501-ter(1)(5) as to the date from which the shares themselves participate in the profits.

The merger, pursuant to Article 2504 bis of the Italian Civil Code, shall take effect when the last of the registrations provided for in Article 2504 of the Italian Civil Code has been carried out.
For accounting purposes, the merger is retroactive, backdated to 1 January 2022; from this date, therefore, the transactions of the merged company are charged to the financial statements of the acquiring company. From that date, the tax effects for income tax purposes will also take effect, pursuant to Article 172 of Presidential Decree 917/1986. Should the merger not be completed during this calendar year, the effects of the merger, again for accounting and tax purposes, shall run from the first hour of the first day of the year in which the merger takes effect.

There are no categories of shares or shareholders with special or preferential treatment.

There are no benefits or special advantages for the directors of the merging companies.

Articles 2505 and 2505 bis of the Italian Civil Code apply to this merger transaction, as specified below.
Shareholders will be asked, prior to the resolution of the merger meeting, to waive the terms set forth in Article 2501 septies of the Italian Civil Code and to express their intention to exercise their right set forth in Article 2505 bis of the Italian Civil Code.
BN di Navigazione S.p.A. will assume all the assets and liabilities of the merged company BN Sardegna di Navigazione S.r.l. after the execution of the last of the registrations required by Article 2504 bis of the Italian Civil Code.