UBI Banca Group

Transactions with related parties
With Resolution No. 17221 of 12 th March 2010 – amended by the subsequent Resolution No.
17389 of 23 rd June 2010 – the Consob (Italian securities market authority) approved a
Regulation concerning related-party transactions. The new regulations concern the procedures
to be followed for the approval of transactions performed by listed companies and the issuers
of shares with a broad shareholder base with parties with a potential conflict of interest,
including major or controlling shareholders, members of the management and supervisory
bodies and senior managers including their close family members.
The regulations currently apply within the UBI Banca Group to UBI Banca Scpa only as a
listed company. Banco di San Giorgio, to which the regulations applied until 31 st December
2011 because it had a significantly broad shareholder base, has been excluded since 1 st
January 2012 due to changes in the shareholder structure.
As specifically concerns UBI Banca, in November 2010 the Supervisory Board appointed a
Related Parties Committee from among its members to which transactions falling within the
scope of the regulations must be submitted in advance.
In this respect the UBI Banca regulations have excluded the following transactions from their
scope of application and these are consequently not subject to the disclosure obligations
required under the Consob regulation, but without prejudice to the provisions of Art. 5,
paragraph 8, where applicable, of the said Consob Regulation:
(a) shareholders’ resolutions concerning the remuneration of the Members of the Supervisory Board passed in
accordance with Art. 2364-bis of the Italian Civil Code, including those concerning the determination of a total
sum for the remuneration of the Members of the Supervisory Board assigned particular offices, powers and
functions;
(b) remuneration schemes based on financial instruments approved by shareholders in accordance with Art. 22, letter
b) of the Corporate By-Laws and in compliance with Art. 114-bis of the Consolidated Finance Act and the relative
operations to implement them;
(c) resolutions, other than those referred to under the preceding letter a) of this article, concerning the fees of
Members of the Management Board appointed to special positions and other key management personnel and also
the resolutions with which the Supervisory Board determines the fees of the Members of the Management Board
on condition that:
(i) UBI Banca has adopted a remuneration policy;
(ii) the Remuneration Committee formed by the Supervisory Board in accordance with Art. 49 of the Corporate
By-Laws has been involved in the definition of that remuneration policy;
(iii) a report setting out the remuneration policy has been submitted for approval or a consultative vote to a
Shareholders' Meeting;
(iv) the remuneration awarded is consistent with that policy;
(d) “transactions of negligible amount” are those related-party transactions for which the amount is less than €250
thousand. If a related-party transaction is concluded with a member of the key management personnel, a close
family member of that person or with companies controlled by or subject to significant influence of those persons,
it will be considered a transaction of negligible amount if the amount of the transaction is not greater than €100
thousand;
(e) transactions which fall within the ordinary performance of operating activities and the related financial activities
concluded under equivalent market or standard conditions;
(f) transactions to be performed on the basis of instructions for the purposes of stability issued by the supervisory
authority, or on the basis of instructions issued by the Parent of the Group to carry out instructions issued by the
supervisory authority in the interests of the stability of the Group;
(g) transactions with or between subsidiaries and also venturers in joint ventures, as well as transactions with
associates, if no significant interests of other related parties exist in the subsidiaries or associates that are
counterparties to the transaction.
Also, in compliance with Consob recommendations, transactions with related-parties of UBI
Banca performed by subsidiaries are subject to the regulations in question if, under the
provisions of the Corporate By-Laws or internal regulations adopted by the Bank, the
Supervisory Board, in response to a proposal of the Management Board, or even an officer of
the Bank on the basis of powers conferred on that officer, must preliminarily examine or
approve a transaction to be performed by subsidiaries.
In accordance with Art. 5, paragraph 8 of Consob Resolution No. 17221 of 12 th March 2010,
already mentioned, the following related-party transactions concluded in 2011, were excluded
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