UBI Banca Group

0.0357% of the share capital), which brought its controlling interest up from 92.8983% at
the end of 2010 to 92.9340% as at 31 st December 2011;
• Banca Carime Spa: in the first three months of the year the Parent acquired 14,630 shares
from non controlling shareholders which changed its control of the subsidiary to 92.8332%
(92.8322% in December);
• Banco di San Giorgio Spa: after 31 st December 2010, UBI Banca continued with purchases
from private individual shareholders and acquired a total of 1,203,424 shares during the
year in this Liguria bank. In the meantime the bank was recapitalised, which resulted in
the issue of 4,981,435 new shares on 12 th October 2011.
More specifically, on the basis of a specific authorisation from an extraordinary
Shareholders’ Meeting held on 8 th January 2010 and subsequent resolutions passed by the
Board of Directors: in the period between 1 st August and 16 th September 2011, option
rights and pre-emption rights were exercised on the increase in the share capital from
94,647,277.50 euro to 102,119,430.00 euro, which involved the issue of a maximum of
4,981,435 ordinary shares, with normal dividend entitlement and a par value of 1.50 euro
per share, to be offered as an option right to shareholders at a ratio of three new ordinary
shares for every 38 ordinary shares owned at a price of 4.00 euro per share (of which 2.50
euro as a share premium).
A total of 4,783,365 new shares were subscribed by rights holders (96.02% of the total
shares offered in the share issue), as follows: 2,856,015 shares subscribed by BRE,
1,885,383 by UBI Banca and 41,967 by non-controlling shareholders. The portion on which
rights were not exercised (198,070 shares) were allotted as follows: 9,493 shares were
applied for under pre-emption rights by non-controlling shareholders, while the remaining
188,577 shares went to the majority shareholders (74,986 to the Parent and 113,591 to
Banca Regionale Europea).
On completion of the operation, Banco di San Giorgio therefore had share capital of
€102,119,430, composed of 68,079,620 shares. With account taken of the purchases made,
control by the UBI Banca Group had risen to 95.6928%, of which 57.5001% held by BRE
and 38.1927% by UBI Banca (as at 31 st December 2010 the Group held 93.5271%, with
57.3332% held by BRE and 36.1939% by UBI Banca);
On 14 th November 2011, the creation of a single North West banking operation was
announced through the merger of Banco di San Giorgio into Banca Regionale Europea
planned for July 2012, with a view to Group simplification and local market focus.
Other Banks:
• IW Bank: as a result of transactions which occurred during the year, which led to the
delisting of the Company, control by the Group rose from 78.77% at the end of 2010
(55.2740% held by UBI Banca and 23.4960% by Centrobanca) to 88.5352% as at 31 st
December 2011 (65.0392% held by the Parent and 23.4960% by Centrobanca). These
stakes reported do not include the treasury shares held by IW Bank accounting for
1.1290% of the share capital, while Webstar holds the remaining 10.3358%.
A summary of the main stages of the change is given below:
- 27 th October 2010: after an interest of greater than 90% of the share capital with voting
rights came to be held (a threshold which determines the obligation to purchase the
remaining shares of the issuer), UBI Banca and Webstar (bound by a shareholders’
agreement) jointly announced, in compliance with Art. 50 of the Issuers’ Regulations
(residual public tender offer), their intention not to restore the free float, but to comply
with the obligation to purchase the floating shares;
- 16 th February 2011: with Resolution No. 17669, the Consob (Italian securities market
authority) set the share price at 1.988 euro per share for the purchase, in accordance
with Art. 108, paragraph 2 of the Consolidated Finance Act, of the ordinary shares of IW
Bank by the offerors;
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