UBI Banca Group

The contribution of the outstanding salary backed loans and the merger into UBI Banca will
take place after 1 st May 2012, with effect for accounting and tax purposes from 1 st January
2012.
The creation of a single banking operation in the North West
Again with a view to Group simplification and local market focus, the creation of a single North
West banking operation is planned through the merger of Banca Regionale Europea and
Banco di San Giorgio.
Before going ahead with the merger of Banco di San Giorgio into BRE, the latter, which
already holds 57.50% of the share capital of the Liguria bank will acquire all the shares of
Banco di San Giorgio held by UBI Banca (over 38% of the share capital). Also the following was
planned in order to preserve the ties between Banco di San Giorgio and the local markets on
which it operates after the merger:
• the brand is maintained;
• a foundation will be created to maintain links with local communities in Liguria. The
foundation will be formed with an initial endowment from the “new” Banca Regionale
Europea and its capital will be added to annually through the allocation of the main part of
a provision made for initiatives and institutions with charitable, humanitarian, social,
cultural and artistic purposes to be written into the corporate by-laws of Banca Regionale
Europea.
The size of BRE’s supervisory capital will allow the merger to take place without affecting its
capital strength. The new entity will also perform centralised management of funding and
lending in order to achieve a better structural balance.
On 21 st December 2011, the Boards of Directors of the two banks approved the project to
merge Banco di San Giorgio into Banca Regionale Europea.
On 27 th March 2012 the Management Board of UBI Banca approved changes to the
parameters for the merger, following the results of the impairment test performed at the end of
December by an external appraiser.
BRE will purchase the ordinary shares held by UBI Banca (26,001,474 shares) at a price per share of €4.344 on the
basis of the parameters set by the Italian Civil Code and with the application of the dividend discount model method
as at 31 st December 2011.
Shareholders other than BRE (4.31% of the share capital of the merged bank is held by non-Group, non controlling
shareholders who number approximately 3,300) have the right to sell their shares. The new price at which that right
may be exercised will be set by the Board of Directors of BRE, having received the opinion of the Board of Statutory
Auditors and of the external statutory auditors of BRE.
The exchange ratio, calculated on the basis of the dividend discount model was set at 2.33 ordinary shares of BRE for
one ordinary share of BSG. On the basis of that exchange ratio, the non-controlling shareholders may be allotted a
maximum of 6,832,310 new ordinary shares of Banca Regionale Europea with a nominal value of 0.52 euro each and
a maximum total value of 3,552,801.20 euro. The new shares shall have the same dividend entitlement as the
ordinary shares outstanding on the date on which the merger takes effect for non controlling interests.
The share capital of BRE will be increased if necessary from 468,880,348.04 euro to a maximum amount of
472.433.149,24 euro.
It is estimated that the project may be completed by July 2012, effective for accounting and
tax purposes from 1 st January 2012.
***
On the basis of what are only very preliminary estimates, which will be further refined, the three
projects should involve one-off integration costs in 2012 of approximately €27 million and require
investments to be capitalised of approximately €17 million, while it is expected that it will
generate annual synergies conservatively estimated, on a pro-rata basis in the year of
implementation and entirely in future years, at over €36 million.
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