UBI Banca Group

15.3 Share capital: other information
UBI Banca ordinary share 2009/2011 warrants
On 9 th May 2009, an ordinary shareholders’ meeting of UBI Banca approved an increase in the
share capital in tranches for a maximum nominal amount of €79,893,237.50 by the issue of up to
31,957,295 ordinary shares with a nominal value of 2.50 euro each and regular dividend
entitlement corresponding to that of the UBI Banca shares outstanding at the time of the issue, in
order to service the issue of 639,145,900 warrants “Warrant azioni ordinarie UBI Banca
2009/2011”.
The warrants were allotted free of charge to the shareholders of the Bank on 18 th May 2009 on a
basis of one warrant for each UBI share held.
The warrants grant shareholders or their assignees the right to subscribe one share for every 20
warrants held at a price of 12.30 euro (which then became 11.919 euro in application of Art. 7 of
the regulations). The holders of the warrants could exercise their rights to subscribe for a period
of 30 calendar days from 1 st June 2011 until 30 th June 2011.
Quantitative information on warrant conversions performed during the year is given in the
summary table for all the movements in shares on the page that follows.
Convertible bond issue “UBI 2009/2013 convertibile con facoltà di rimborso in azioni”
On 18 th June 2009, the Management Board of UBI Banca, following the decisions taken on 27 th
May 2009 and in implementation of the authorisation granted by an extraordinary shareholders’
meeting of 9 th May 2009, approved the final conditions for the convertible bond “UBI 2009/2013
convertibile con facoltà di rimborso in azioni”, offered as a rights issue to the shareholders of UBI
Banca.
The issuance of the convertible bonds was performed for a total nominal amount of €639,145,872,
through the issue of 50,129,088 convertible bonds for a nominal amount of €12.75 each, offered
as a rights issue to the shareholders of UBI Banca at a ratio of four convertible bonds for every 51
ordinary shares of UBI Banca possessed. The issue price of each convertible bond was €12.75.
The convertible bonds confer the right on the holders to the payment of a fixed coupon equal to
5.75% gross per annum of the nominal amount of the convertible bonds to be paid annually and
which will have a term running from 10 th July 2009 until 10 th July 2013.
The Management Board also decided to increase the share capital at the service of the convertible
bonds by a maximum amount of €639,145,872 through the issue of a maximum of 255,658,348
ordinary shares of UBI Banca, with a nominal value of €2.50 each, normal dividend entitlement
and having the same characteristics of the ordinary shares of UBI Banca outstanding on the date
of issue.
As concerns the conversion and redemption rights attaching to the convertible bonds, when 18
months have elapsed since the issue date of the convertible bonds:
• bondholders shall have the right to convert the convertible bonds into UBI Banca shares at a
ratio of one ordinary share for every one convertible bond held. If the conversion right is exercised,
UBI Banca shall have the right to pay a sum of money in place of the shares, not less than the
nominal amount of the bonds, calculated on the basis of the stock market share price of the UBI
Banca shares;
• UBI Banca shall have the right to call the convertible bonds by payment in cash and/or in UBI
Banca shares, with the addition of a premium equal to 10% of the nominal amount of the
convertible bonds.
The convertible bonds shall be redeemed at par on the maturity date. UBI Banca shall have the
right to perform the redemption by payment in cash and/or ordinary shares of UBI Banca, in an
amount not less than the nominal value of the convertible bonds.
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