UBI Banca Group

Exercise of “Warrant azioni ordinarie UBI Banca 2009/2011” warrants
On 30 th June 2011, the exercise period came to an end for the warrants which gave the right
to subscribe newly issued ordinary shares of UBI Banca (with a par value of 2.50 euro each) at
a conversion ratio of one share for every 20 warrants at an adjusted subscription price of
11,919 euro per share. In compliance with article four of the regulations for the warrants,
following the exercise of 386,180 warrants, 19,309 shares with normal dividend entitlement
and of the same class as outstanding shares were made available on 7 th July to rights holders.
All rights attaching to the warrants which had not been exercised by the expiry date of 30 th
June 2011 expired and had no validity to all effects and purposes.
Repurchase of treasury shares
In implementation of a shareholders’ resolution of 30 th April 2011, which involved the
purchase of treasury shares to be assigned to the senior management of the Group as part of
the Group incentive schemes, on 12 th and 13 th July 2011 UBI Banca proceeded to repurchase
1,200,000 treasury shares on the market (corresponding to the number purchasable) at an
average price of 3.6419 euro per share for a total amount of €4.37 million, less than the total
maximum amount set in the shareholders’ authorisation (€5.5 million).
The purchase transactions were performed on the regulated market in compliance with the
limits set in the shareholders’ resolution, by the provisions of the law and EC Directive
2273/2003 and by admissible market practices.
UBI Banca currently holds 1,200,000 treasury shares (0.13% of the share capital).
European Banking Authority (EBA) requests
In view of the substantial increase in systemic risk caused by the sovereign debt crisis in the
euro area, as part of a broader package of measures approved by the European Council, on
26 th October the European Banking Authority (EBA) decided to create an exceptional and
temporary capital “buffer” for the banking system in the area.
This buffer, to be created using primary quality capital, is not designed to meet losses on
sovereign debt, but is of a prudent nature, intended to reassure markets of the ability of banks
to withstand shocks, by maintaining adequate levels of capital.
More specifically, banks are requested to recapitalise to a level where their core tier one ratio
reaches 9% by the end of June 2012. This is to be achieved principally through the use of
private sector funds (share capital increases of the highest quality, retained profits,
restrictions on company bonuses, etc.).
The possible extra capital requirement was calculated on the basis of balance sheet figures as
at 30 th September 2011. The underlying methodology for the exercise was set out in advance
by the EBA, in order to ensure uniform implementation in all the 71 European banks
participating in it.
The final results of the exercise, conducted in co-operation with the competent national
authorities were disclosed on 8 th December 2011: the total recapitalisation requested at
European level should amount to €114.7 billion, including €15.4 billion relating to four of the
five Italian banking groups involved, one of which is UBI Banca. On the basis of the exercise,
UBI Banca has an increased capital requirement amounting to €1,393 million.
The EBA has asked all banks for which the above exercise resulted in increased capital
requirements to submit a plan to national supervisory authorities by 20 th January 2012 to
reach a core tier one ratio of 9% by the end of June 2012.
In consideration of the temporary nature of the requested increase, the UBI Banca plan does
not include any possibility of new resort to the market following the substantial operation
conducted in the spring of 2011. It relies substantially on the adoption by the end of the first
half 2012 of advanced internal models for the calculation of capital requirements on corporate
credit risk, on further action to optimise risk weighted assets and on self funding. Any
requirement remaining as at 30 th June 2012, will be met, if substantial, by the partial
conversion of outstanding convertible bonds.
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