UBI Banca Group

from the scope of the regulations for related-party transactions with UBI Banca, because they
were concluded with subsidiaries:
• UBI Leasing - in relation to funding requirements, UBI Banca provided short term funding
totalling €6,587 million. This funding is subject to specific regulations which govern
intragroup transfer pricing;
• UBI Factor - in relation to funding requirements, UBI Banca provided short term funding
totalling €3,012 million. This funding is subject to specific regulations which govern
intragroup transfer pricing;
• UBI Pramerica - in relation to operational requirements to cover foreign currency
transactions, credit lines granted for maximum forward currency transactions of €500
million at the beginning of year, were subsequently increased by a further €250 million to
bring them up to a total of €750 million;
• Centrobanca
- in relation to operational requirements, at the beginning of 2011 UBI Banca increased
the maximum limit for the issue of unsecured bank guarantees for subscribers of bonds
amounting to €1.1 billion, to bring it up to a total of €5.5 billion;
‐ in accordance with Decree Law No. 201 of 6 th December 2011, the “Save Italy” decree,
UBI Banca decided to take advantage of the Italian government guarantee for the issue
of debt and liability instruments. The magnitude of the guarantees issued by UBI Banca
in favour of Centrobanca totalled €3 billion, corresponding to maturities to be refinanced
in relation to bond issues placed on the retail and institutional market in the first
quarter of 2012. The terms and conditions of those instruments, issued on 2 nd January
2012 and for which a guarantee was requested, are as follows:
‐ first issue - nominal amount: €2,000,000,000; original duration: 36 months;
amortisation profile: redeemed in one payment on maturity; interest rate: fixed at
6.5%;
‐ second issue - nominal amount: €1,000,000,000; original duration: 60 months;
amortisation profile: redeemed in one payment on maturity; interest rate: fixed at 7%.
On 14 th November 2011, the Supervisory Board of UBI Banca approved the commencement of
a project to merge Banco di San Giorgio into Banca Regionale Europea.
As a company with a significantly broad shareholder base, in accordance with Consob
Regulation No. 17221 of 12 th March 2010, in 2010 Banco di San Giorgio adopted
“Regulations for related-party transactions” and it appointed its own “Related Parties
Committee”, composed of three directors, the majority of whom independent. In 2011, the
percentage of the total share capital of that bank held by non-controlling shareholders fell
below the threshold of 5%, which meant that the conditions for qualification as an issuer with
a significantly broad shareholder base were no longer met by the company. Notwithstanding
this, because issuers with a broad shareholder base are considered to be such until the end of
the financial year in which those conditions are no longer met, the Related Parties Committee
carried out its activities in the period from 1 st January until 31 st December 2011.
Specific reports were prepared with regard to transactions of greater importance concluded by
Banco di San Giorgio in 2011, which were submitted in advance to the examination of the
Related Parties Committee. These reports, together with the corresponding opinions expressed
by the Related Parties Committee, were sent to the Consob and published on the corporate
website of Banco di San Giorgio.
Furthermore:
• no transactions were performed in the reporting period with other related parties which
influenced the capital position or the results of the Parent Bank, UBI Banca to a significant
extent;
• there have been no modifications and/or developments of transactions with related parties,
which may have been reported in previous financial reports, that could have a significant
effect on the capital position or the results of the Parent, UBI Banca.
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