UBI Banca Group

- 22 nd February 2011: UBI Banca decided to pay an increase on the price set by the
Consob, thereby bringing it up to 2.043 euro 16 for each share offered for sale, if it came
to hold at least 95% of the share capital;
- 15 th March 2011: with Note No. 11019656 the Consob authorised the publication of the
information document in relation to the operation for the obligation to purchase
7,189,039 ordinary shares of IW Bank (9.8767% of the share capital with voting rights
and 9.7652% of the total share capital) in compliance with Art 108, paragraph 2 of the
Consolidated Finance Act;
- 21 st March 2011: start of the period for the presentation of applications to sell on the
Mercato Telematico Azionario (electronic stock exchange);
- 7 th April 2011: UBI Banca disclosed that applications to sell had been received
representing 4,007,842 ordinary shares of IW Bank, equal to 5.5062% of the share
capital with voting rights and 5.4440% of the total share capital and that as a
consequence, the threshold of 95% of the share capital (calculated net of treasury shares
held in portfolio) had been exceeded. The conditions set by law had therefore been met
for compliance with the purchase obligation pursuant to Art. 108, paragraph 1 of the
Consolidated Finance Act, and for the exercise of the right to purchase the remaining
shares in circulation, pursuant to Art. 111 of the Consolidated Finance Act, by means of
a joint operation agreed with the Consob and Borsa Italiana;
- 8 th April 2011: end of the period for the presentation of applications to sell. The UBI
Banca Group disclosed that it held (with account taken of the IW Bank shares held by
Webstar S.A. and the treasury shares held in portfolio by IW Bank itself) a total of
70,398,647 ordinary shares, accounting for 96.7174% of the share capital with voting
rights (95.6254% of the total share capital);
- 12 th April 2011: UBI Banca published the results of the purchase obligation operation in
compliance with articles 108, paragraph 2, and 109 of the Consolidated Finance Act and
details of the manner of compliance with the obligation and of the right to purchase in
accordance with articles 108 and 111 of the Consolidated Finance Act.
In the period from 21 st March until 8 th April, 4,799,674 shares of IW Bank were offered
under the purchase obligation operation, accounting for approximately 67% of the total
remaining shares subject to the operation and for 6.5940% of the share capital with
voting rights (6.5196% of the total share capital), for a total price of €9.8 million (date of
payment: 13 th April).
After the end of the period for the presentation of applications to sell, the joint operation
for the purchase of the remaining 2,389,365 ordinary shares of IW Bank still in
circulation (3.2826% of the share capital with voting rights and 3.2456% of the total
share capital) commenced. These were purchased at a price of 2.043 euro per share for a
total of €4.9 million (date of execution of the operation and payment: 19 th April);
- 19 th April 2011: after the suspension of the IW Bank share from trading in the sessions
of 14 th , 15 th and 18 th April, Borsa Italiana removed the share from the listing on the
Mercato Telematico Azionario (electronic stock exchange) with effect from that date;
• Centrobanca Spa: in November, at the same time as the announcement of the merger of this
corporate bank into UBI Banca (planned for the first half of 2013 and designed to streamline
operations), the Parent proceeded to purchase shares held by non-controlling shareholders
(mainly banking counterparties). During the year the Parent purchased a total of 6,349,434
shares (including the 24,322 shares acquired on 21 st April 2011) for consideration of
approximately €11 million. The investment held by UBI Banca therefore rose from
92.3818% at the end of 2010 to 94.2715% as at 31 st December 2011, while Group control
increased at the same time over twelve months from 97.8530% to 99.7427%.
Subsequent to 31 st December 2011, a further 139,565 shares were purchased for
consideration of approximately €243 thousand, which brought the percentage control of the
Group to 99.7842%.
• B@nca 24-7 Spa: as part of Group reorganisation activity, procedures were started to be
begin the merger of this bank into UBI Banca, as announced on 14 th November 2011 when it
was approved by the Management Board. It is forecast to be completed in 2012.
16 The highest official market price of the IW Bank share in the preceding 12 months.
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