CENTRALE DEL LATTE DI TORINO & C. S.P.A.: The plan for the merger by incorporation of Centro Latte Rapallo S.p.A. into Centrale del Latte di Torino & C. S.p.A. was approved.

The Board of Directors of Centrale del Latte di Torino – a company listed on the STAR division of Borsa Italiana, dealing in the production and sale of fresh milk, milk products and ultra-fresh products – was held today to approve the Plan of merger by incorporation of Centro Latte Rapallo S.p.A. – a 100%-subsidiary of Centrale del Latte di Torino & C S.p.A. since 1999 – (hereinafter referred to as “Incorporated party”) into Centrale del Latte di Torino & C. S.p.A.
(hereinafter referred to as “Incorporating party”), drafted pursuant to articles 2501-ter and 2505, para. 1, of the Italian Civil Code, according to the statement of equity position at 30 June 2012 for the Incorporated party and to the interim financial report at 30 June 2012 for the Incorporating party.

This merger plan was proposed with a view to streamlining organisation, with the twin aim of allowing the Incorporating party to directly carry out the activities conducted by the Incorporated party, and of increasing efficiency and cutting decision making and operating costs thanks to a leaner Group structure.

The merger plan, the financial statements for the last three FYs of the companies involved in the merger, the statement of equity position at 30 June 2012 of the Incorporated party and the interim financial report at 30 June 2012 of the Incorporating party, were filed at the registered offices of the two companies and published on the website of Centrale del Latte di Torino & C. S.p.A. pursuant to article 2501-septies of the Italian Civil Code.

Based on International Accounting Standard no. IAS 24, this merger is to be considered a transaction entered into between related parties, but taking account of the fact that the Incorporating party owns 100% of the Incorporated party, and there will be no changes to the corporate by-laws of Centrale del Latte di Torino, because there will be no increase in share capital, and consequently, pursuant to art. 2504-ter of the Italian Civil Code, none of its treasury shares will be assigned in place of the Centro Latte Rapallo shares, which as a result of the merger will therefore be cancelled without a share swap and without the payment of an adjustment in cash; there will also be no changes to the business purpose of the Incorporating party, because the activities carried out by the Incorporated party are already comprised within it. The transaction will have no effect on the safeguarding of the corporate equity or the completeness and correctness of the information, including accounting information, regarding the listed issuer Centrale del Latte di Torino & C. S.p.A.

The merger shall be subject to the approval of the two Boards of Directors of the Incorporated and Incorporating parties pursuant to article 2505, para. 2, of the Italian Civil Code and to articles 12 and 8.2 of the respective Corporate By-Laws, without prejudice to the right of Members of Centrale del Latte di Torino & C. S.p.A. representing at least 5% of the share capital to request – via registered letter with return receipt sent to the legal headquarters of the Company (FAO the Chairman of the Board of Directors) within 8 days of filing or publication as per art. 2501-ter, para. 3, of the Italian Civil Code – that the decision to approve the merger be taken by the Shareholders’ Meeting.

Turin, 19 October 2012