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UBI Banca Group

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14 th March 2012: the <strong>UBI</strong> <strong>Banca</strong> <strong>Group</strong> disclosed that it had informed Arca SGR of its<br />

desire to withdraw from the share capital of that company, with respect to all the shares<br />

held. The right of withdrawal arose, in accordance with Art. 2347 of the Italian Civil Code,<br />

because the <strong>Group</strong> did not vote in favour of the resolution passed by an Extraordinary<br />

Shareholders’ Meeting which, on 20 th February 2012 (filed with the Company Registrar of<br />

Milan on 5 th March 2012), had made amendments to the Corporate By-Laws of Arca SGR.<br />

The withdrawal involves 13,354,000 shares held by the <strong>UBI</strong> <strong>Banca</strong> <strong>Group</strong> (11,562,000 by<br />

<strong>UBI</strong> <strong>Banca</strong> and 1,792,000 by <strong>Banca</strong> Popolare di Ancona), accounting for 26.708% of the<br />

share capital of Arca SGR, valued at consolidated level at an average of € 2.09 per share.<br />

Following the exercise of that right to withdrawal, the <strong>UBI</strong> <strong>Banca</strong> <strong>Group</strong> will have the right<br />

to cash payment for the shares held, in the amount of € 2.70 per share, as determined<br />

according to the law by the Board of Directors of Arca SGR. The payment will take place<br />

within the time limits set by the Italian Civil Code;<br />

27 th March 2012: with regard to the plan to merge Banco di San Giorgio into <strong>Banca</strong><br />

Regionale Europea - approved by the boards of directors of the two banks on 21 st December<br />

2011 – the Management Board of <strong>UBI</strong> <strong>Banca</strong> approved modifications to the parameters for<br />

the merger to take account of the results of impairment tests conducted at the end of the<br />

year. The new share price for the purchase by BRE of the ordinary shares held by the<br />

Parent was € 4.344. Shareholders of Banco di San Giorgio other than BRE have the right to<br />

sell their shares at a price that will be set by the Board of Directors of BRE, having received<br />

the opinion of the Board of Statutory Auditors and of the external statutory auditors (see in<br />

this respect the information given in the section “Significant events that occurred during<br />

the year” contained in the Consolidated Management Report);<br />

in the first quarter of 2012, <strong>UBI</strong> <strong>Banca</strong> made further investments of €5 billion in Italian<br />

government securities, including €3 billion classified with held-to-maturity investments and<br />

€2 billion within available-for-sale financial assets. This action, designed to support net<br />

interest income, mainly regarded securities with a maturity of three years, and therefore<br />

with the same duration as the funding acquired through the Eurosystem.<br />

Section 5 Other aspects<br />

Collective impairment losses on performing loans<br />

Activity to revise the process for the management and monitoring of credit was completed in<br />

2010 and it included the measurement of collective impairment losses on the performing loans<br />

of the network banks, with a refinement and update of the approach based on the Basel 2 risk<br />

parameters.<br />

Improved methods for the classification of customer risk and internal models for the<br />

measurement of credit risk were employed in 2011, which also included an increase in the<br />

length of the period considered for the use of historical data series in the calculation of PD.<br />

Revisions of internal models mainly involved the business regulatory segment for which<br />

validation of the advanced approach is being performed, currently in progress with the Bank of<br />

Italy.<br />

Impairment losses on available-for-sale equity instruments<br />

In June 2011, the <strong>UBI</strong> <strong>Banca</strong> <strong>Group</strong> participated in the increase in the share capital<br />

performed by Intesa Sanpaolo, which involved the assignment of two new shares for every<br />

seven old shares already held at a subscription price of 1.369 euro for each new share. The<br />

operation involved a total payout of €56.7 million and resulted in the acquisition of<br />

41,435,116 new shares, so that the Intesa Sanpaolo shares currently held, which are<br />

recognised as “available-for-sale financial assets”, now number 186,458,028 (145,022,912<br />

shares as at 31 st December 2010).<br />

With specific reference to the valuation of the share in question and in compliance with the<br />

impairment policy pursued by the <strong>Group</strong> and with IAS 39, further impairment losses of €112.5<br />

246

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