UBI Banca Group

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Consolidation scope The companies that formed part of the consolidation as at 31 st December 2011 are listed below, divided into subsidiaries (consolidated line-by-line) and associates (consolidated using the equity method). The percentage of control or ownership attributable to the Group (direct or indirect), their headquarters (registered address or operating headquarters) and the share capital is also indicated for each of them. Companies consolidated on a line-by-line basis (control is by the Parent of the Group where no other indication is given): 1. Unione di Banche Italiane Scpa – UBI Banca (Parent) registered address: Bergamo, Piazza Vittorio Veneto, 8 – share capital: 2,254,366,897.50 euro 1 2. Banca Popolare di Bergamo Spa (100% controlled) registered address: Bergamo, Piazza Vittorio Veneto, 8 – share capital: 1,350,514,252 euro 3. Banco di Brescia San Paolo CAB Spa (100% controlled) registered address: Brescia, Corso Martiri della Libertà, 13 – share capital: 615,632,230.88 euro 4. Banca Popolare Commercio e Industria Spa (75.0769% controlled) registered address: Milano, Via della Moscova, 33 – share capital: 934,150,467.60 euro 5. Banca Regionale Europea Spa (74.9437% controlled) 2 registered address: Cuneo, Via Roma, 13 – share capital: 468,880,348.04 euro 6. Banca Popolare di Ancona Spa (92.9340% controlled) registered address: Jesi (Ancona), Via Don A. Battistoni, 4 – share capital: 122,343,580 euro 7. Banca Carime Spa (92.8332% controlled) registered address: Cosenza, Viale Crati snc – share capital: 1,468,208,505.92 euro 8. Banca di Valle Camonica Spa (74.2439% controlled and Banco di Brescia holds 8.7156%) registered address: Breno (Brescia), Piazza Repubblica, 2 – share capital: 2,738,693 euro 9. Banco di San Giorgio Spa (the Parent holds 38.1927% and 57.5001% controlled by BRE) registered address: Genova, Via Ceccardi, 1 – share capital: 102,119,430 euro 10. Banque de Dépôts et de Gestion Sa (100% controlled) registered address: Avenue du Théâtre, 14 - Lausanne (Switzerland) – share capital: 10,000,000 Swiss francs 11. BDG Singapore Pte Ltd (100% controlled by Banque de Dépôts et de Gestion) registered address: 391B Orchard Road # 15-01 Ngee Ann City Tower B – Singapore – share capital: 5,600,000 Singapore dollars 12. UBI Banca International Sa (90.6031% controlled and Banco di Brescia holds 5.8519%, BPB 3.3723% and Banco di San Giorgio 0.1727%) registered address: 37/A, Avenue J.F. Kennedy, L – Luxembourg – share capital: 59,070,750 euro 13. UBI Trustee Sa (100% controlled by UBI Banca International) registered address: 37/A, Avenue J.F. Kennedy, L – Luxembourg – share capital: 250,000 euro 14. B@nca 24-7 Spa (100% controlled) operating headquarters: Bergamo, Via A. Stoppani, 15 – share capital: 316,800,000 euro 1 The share capital as at 31 st December 2010 was 1,597,864,755 euro. See the section “Significant events that occurred during the year” for further information. 2 The percentage of control relates to the total share capital held. The Group does in fact possess 80.1054% of the ordinary shares, 26.4147% of the privileged shares and 59.127% of the savings shares. 74
15. Barberini Sa (100% controlled) registered address: Woluwe-Saint-Pierre, Avenue de Tervueren, 237 – Brussels (Belgium) – share capital: 3,000,000 euro 3 16. Prestitalia Spa (100% controlled by B@nca 24-7) registered address: Roma, Via Ostiense, 131/L – share capital: 46,385,482 euro 17. Silf Società Italiana Leasing e Finanziamenti Spa (100% controlled) registered address: Cuneo, Via Roma, 13 – share capital: 2,000,000 euro 18. IW Bank Spa (65.0392% controlled and Centrobanca holds 23.496%) registered address: Milano, Via Cavriana, 20 – share capital: 18,404,795 euro 19. InvestNet International Spa (100% controlled by IW Bank) registered address: Milano, via Cavriana, 20 – share capital: 12,478,465 euro 20. UBI Banca Lombarda Private Investment Spa (100% controlled) registered address: Brescia, Via Cefalonia, 74 – share capital: 67,950,000 euro 21. Centrobanca Spa (94.2715% controlled and BPA holds 5.4712%) registered address: Milano, Corso Europe, 16 – share capital: 369,600,000 euro 22. Centrobanca Sviluppo Impresa SGR Spa (100% controlled by Centrobanca) registered address: Milano, Corso Europe, 16 – share capital: 2,000,000 euro 23. UBI Pramerica SGR Spa (65% controlled) operating headquarters: Milano, Via Monte di Pietà, 5 – share capital: 19,955,465 euro 24. UBI Management Company Sa (100% controlled by UBI Pramerica SGR) registered address: 37/A, Avenue J.F. Kennedy, L – Luxembourg – share capital: 125,000 euro 25. UBI Insurance Broker Srl (100% controlled) registered address: Bergamo, Via f.lli Calvi, 15 – share capital: 3,760,000 euro 26. UBI Leasing Spa (79.9962% controlled and BPA holds 18.9965%) registered address: Brescia, Via Cefalonia, 74 – share capital: 241,557,810 euro 27. Unione di Banche Italiane per il Factoring Spa - UBI Factor Spa (100% controlled) registered address: Milano, Via f.lli Gabba, 1/a – share capital: 36,115,820 euro 28. BPB Immobiliare Srl (100% controlled) registered address: Bergamo, Piazza Vittorio Veneto, 8 – share capital: 185,680,000 euro 29. Società Bresciana Immobiliare Mobiliare - S.B.I.M. Spa (100% controlled) registered address: Brescia, Via A. Moro, 13 – share capital: 35,000,000 euro 30. Società Lombarda Immobiliare Srl - SOLIMM (100% controlled) registered address: Brescia, Via Cefalonia, 74 – share capital: 100,000 euro 31. BPB Funding Llc (100% controlled) registered address: One Rodney Square, 10 th floor, Tenth and King Streets, Wilmington, New Castle County, Delaware, USA – share capital: 1,000,000 euro 32. BPB Capital Trust (100% controlled by BPB Funding Llc) registered address: One Rodney Square, 10 th floor, Tenth and King Streets, Wilmington, New Castle County, Delaware, USA – share capital: 1,000 euro 33. Banca Lombarda Preferred Capital Company Llc (100% controlled) registered address: 1209, Orange Street the Corp. Trust Center, Wilmington, New Castle County, Delaware, USA – share capital: 1,000 euro 34. Banca Lombarda Preferred Securities Trust (100% controlled) registered address: 1209, Orange Street the Corp. Trust Center, Wilmington, New Castle County, Delaware, USA – share capital: 1,000 euro 35. BPCI Funding Llc (100% controlled) registered address: One Rodney Square, 10 th floor, Tenth and King Streets, Wilmington, New Castle County, Delaware, USA – share capital: 1,000,000 euro 3 UBI Banca also holds 92,784 financial instruments termed “parts bénéficiaires” issued by the company which do not form part of the share capital. 75
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Joint stock co-operative company Re
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▪ Principal risks and uncertainti
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REPORT ON CORPORATE GOVERNANCE AND
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A low risk profile The Group has no
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UBI Banca: company officers Honorar
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UBI Banca Group: the main investmen
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The rating As the sovereign debt cr
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Notice of call 1 An Ordinary Genera
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The macroeconomic scenario In a gen
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Monetary policy action taken by the
Page 25 and 26: imports (+24.9%) than in exports (+
Page 27 and 28: permanently balance public accounts
Page 29 and 30: In the light of the very serious cr
Page 31 and 32: total of the variable component of
Page 33 and 34: The “hour glass” shaped distrib
Page 35 and 36: dynamic use of credit recovery serv
Page 37 and 38: The contribution of the outstanding
Page 39 and 40: 4 th -7 th July 2011 (offer period
Page 41 and 42: Action undertaken on the branch net
Page 43 and 44: Disposal of UBI Pramerica SGR opera
Page 45 and 46: Finally, the UBI Banca Group increa
Page 47 and 48: • the “Italian Banking Associat
Page 49 and 50: - the global financial crisis, whic
Page 51 and 52: As a result of new loan disbursemen
Page 53 and 54: Again with regard to financial educ
Page 55 and 56: As concerns the Foreign-Commercial
Page 57 and 58: This dialogue with customers is not
Page 59 and 60: The distribution network and positi
Page 61 and 62: The Italian distribution network of
Page 63 and 64: Remote channels Market coverage by
Page 65 and 66: • private individual customers ca
Page 67 and 68: Human resources The composition of
Page 69 and 70: The percentage of part-time employe
Page 71 and 72: Personnel management policies and i
Page 73 and 74: • the implementation of the “Va
Page 75: editions were published in 2011). A
Page 79 and 80: Companies consolidated using the eq
Page 81 and 82: - 22 nd February 2011: UBI Banca de
Page 83 and 84: total price of €77 million. Conse
Page 85 and 86: Reclassified consolidated financial
Page 87 and 88: Reclassified consolidated income st
Page 89 and 90: Reclassified consolidated income st
Page 91 and 92: Notes to the reclassified consolida
Page 93 and 94: marked improvement compared to €8
Page 95 and 96: elation to higher volumes of busine
Page 97 and 98: equity investments (including PerMi
Page 99 and 100: (+0.9%). The changes summarise the
Page 101 and 102: Brescia and €116.3 million of imp
Page 103 and 104: - the partial non deductibility of
Page 105 and 106: The comments that follow are based
Page 107 and 108: Total funding Total group funding,
Page 109 and 110: On the other hand, while significan
Page 111 and 112: In detail, institutional funding wa
Page 113 and 114: The public tender offer to purchase
Page 115 and 116: As concerns mutual investment funds
Page 117 and 118: General banking business with custo
Page 119 and 120: The ratio of lending to funding in
Page 121 and 122: The change recorded was caused by a
Page 123 and 124: unsecured non-performing loans (€
Page 125 and 126: Loans to customers: changes in dete
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The interbank market and the liquid
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Loans to banks: composition Changes
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The collateral pool also benefited
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Financial assets The year 2011 was
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- the Centrobanca corporate bond po
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Financial instruments held for trad
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Financial liabilities held for trad
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As concerns, on the other hand, por
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Exposures to some types of products
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SPE underlying assets Figures in mi
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The table below summarises on- and
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OTC interest rate derivatives: deta
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OTC derivatives: first five counter
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Fair value reserves of available-fo
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illion) and on the other hand for t
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The system of internal control The
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from the scope of the regulations f
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Consolidated companies: the princip
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Direct funding from customers Figur
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The performance of the main consoli
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exposures secured by real estate pr
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million) and other services (+€5.
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BANCA POPOLARE COMMERCIO E INDUSTRI
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accounts and deposits and term depo
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- net interest income reached €16
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BANCA POPOLARE DI ANCONA SPA Figure
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under management, which fell overal
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million) and the repurchase of own
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CENTROBANCA SPA Figures in thousand
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principally to new classifications
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- the net result for financial acti
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IW BANK SPA Figures in thousands of
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overdrafts, while the remaining €
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y the “Company restructuring prog
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UBI PRAMERICA SGR SPA Figures in th
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UBI FACTOR SPA Figures in thousands
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impaired loans - attributable mainl
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managers of Banca Popolare Commerci
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Development Decree - Decree Law No.
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‐ the tax treatment of provisions
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a different criterion is used to ca
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Further details of tax inspections
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In 2011, UBI Banca obtained visibil
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meetings with representatives of bo
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Legislation on the protection of pe
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• risks defined as measurable, fo
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uncertainty surrounding the outcome
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Compliance of corporate health and
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STATEMENT OF THE CHIEF EXECUTIVE OF
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Certification of the consolidated f
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Independent auditors’ report 226
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228
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Consolidated Balance Sheet
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Consolidated Income Statement figur
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Statement of changes in consolidate
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Consolidated Statement of Cash Flow
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PART A - Accounting policies A.1 -
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Accounting policies The accounting
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The income statement of the investo
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39. UBI Finance Srl Milan euro 10,0
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▪ ▪ ▪ 14 th March 2012: the U
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consequent absence of taxable incom
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List of the main IFRS standards end
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Reg. 1126/2008, SIC 7 Introduction
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1.2. Definition of financial assets
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performance by stock markets rather
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3.4 Derecognition criteria Held-to-
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original loan contract, or in the p
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The methods used for measurement of
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6.3 Measurement criteria Investment
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individual renewals, or if the asse
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An intangible asset is recognised i
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(a) within asset item 120 of the ba
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10.1. Current tax assets and liabil
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might affect the amount required to
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14.3.2 Post-employment benefits and
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Interest is recognised on an accrua
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Level 2 Where no prices are availab
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A.3.2.1 Accounting portfolios: dist
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2.2 Financial assets held for tradi
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3.3. Financial assets at fair value
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4.4 Available-for-sale financial as
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6.2 Loans to banks: assets subject
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- 5 % auto sector; - 3 % aeronautic
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SECTION 10 Equity investments - Ite
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10.3 Annual changes in equity inves
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SECTION 11 Technical reserves of re
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These valuation methods were perfor
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Details of the item “Goodwill”
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13.2 Annual changes in intangible a
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comparable transactions for corpora
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Second level impairment test Becaus
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Cash Generating Unit Increase in th
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No deferred tax assets were recogni
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14.7 Other information The tables a
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15.2 Other information Nothing to r
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SECTION 2 Due to customers - Item 2
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Details of item A.1 “Subordinated
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SECTION 4 Financial liabilities hel
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6.2 Hedging derivatives: compositio
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11.2 Other information The demograp
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demographic tables; the characteri
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Changes in liabilities in 2011 for
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The economic and financial assumpti
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• degree of “innovation” in t
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year, for 2004 the tax authorities
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Banca Carime (2003 and 2004) increa
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15.2 Share capital - Number of shar
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Also, with regard to the conversion
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UBI Leasing SpA + €353 thousand R
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5. Management and intermediation on
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1.4 Interest expense and similar: c
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2.2 Commission expense: composition
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SECTION 6 Income (loss) from dispos
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8.2 Net impairment losses on availa
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SECTION 9 Net premiums - Item 150 9
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SECTION 12 Net provisions for risks
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SECTION 16 Profits (losses) of equi
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SECTION 19 Profits (losses) on disp
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SECTION 21 Post-tax profit after ta
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(v) (vi) (vii) (viii) (ix) (x) on 5
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368
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- AMA) - in combined use with the t
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1.2 Policies for the management of
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- it works with the Rating Desk and
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Credit processes within the network
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Credit risk management policy A pro
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Policy for the distribution of mort
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- pledge. In the case of mortgage c
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Quantitative information A. Credit
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A.1.3 Banking Group - On- and off-b
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A.1.7 Banking Group - On-balance sh
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A.3.1 Banking Group - Guaranteed/se
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B. Distribution and concentration o
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B.3 Banking group - Geographical di
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of a loan portfolio was signed, whi
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• performing loans resulting from
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Orio Finance 3 Originator UBI Banca
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Tabella 7: 190090O|1 - NOTA C.1.6 I
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C.2 Transfers C.2.1 Financial asset
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C.3 Banking Group - Covered bond op
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transferred. Each of these swaps ha
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3. management of the operations. Th
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Subsequently, in November 2011, aft
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D. Banking group - Models for the m
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one day VaR limit for the UBI Group
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Backtesting analysis Backtesting an
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The analysis shows a very heightene
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different hypotheses for the elasti
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2.3 Currency risk Qualitative infor
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2.4 Derivative financial instrument
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A.3 Financial derivatives: gross po
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A.7 OTC financial derivatives: bank
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B. Credit derivatives B.1 Credit de
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The system for the management of li
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Quantitative information 1.1 Distri
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1.3 Distribution over time by resid
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1.5 Distribution over time by resid
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4 BANKING GROUP - OPERATIONAL RISKS
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- Local Operational Risk Support Of
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16031). It must also be underlined
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Quantitative information The graphs
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Operational losses detected in 2011
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B. Quantitative information Informa
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Section 2 - Capital and banking sup
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deductions and negative filters, to
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PART G - Business combination trans
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the consolidated income tax act) co
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Transactions with related parties -
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Principal income statement items wi
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it is calculated on the basis of th
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Distribution by business segment: b
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Assistance activities (risk assessm
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UBI Banca Group

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