UBI Banca Group

Other companies:
• Lombarda Lease Finance 3: following the early close down of the securitisation transaction
in the summer of 2010 and the redemption of all the notes issued, the underlying business
was removed from the consolidation on 1 st January 2011 (although the company remains
operational). Only the items in the income statement relating to the assets and liabilities of
the company recognised during the preceding twelve months and no longer present at year
end, still appeared in the accounts for the year ended 31 st December 2010;
• UBI Sistemi e Servizi Scpa: on 13 th January 2011, UBI Pramerica SGR sold 50,000 shares
of UBI.S to IW Bank for €38 thousand euro. This allowed this internet bank to become a
shareholder of the consortium company with 0.074%, while the interest held by UBI
Pramerica SGR fell from 1.5539% at the end of 2010 to 1.4799%;
On 30 th November 2011, UBI Banca transferred 50,000 UBI.S shares to Prestitalia for €38
thousand. The Parent’s investment therefore fell from 70.9193% at the end of 2010 to
70.8453%, thereby allowing Prestitalia to acquire a 0.074% stake;
• Polis Fondi SGRpA: on 14 th February 2011 an agreement was completed, signed on 28 th
July 2010 by the principal shareholders: Sopaf on the one hand (which held 49% of the
share capital) and UBI Banca together with Banco Popolare, BPER, Banca Popolare di
Sondrio and Banca Popolare di Vicenza on the other, five “popular” bank shareholders who
together also held 49%. The purpose of the agreement was to acquire the investment held
by Sopaf for consideration of € 8 million. Following the issue of the authorisation by the
Bank of Italy (on 18 th January 2011), the planned transactions commenced. In this context
UBI Banca acquired a further 9.8% of the share capital (50,960 shares) for payment of €1.6
million. The interest held by UBI Banca therefore rose from 9.8% at the end of 2010 to
19.6% as at 31 st December 2011.
The five “popular” banks and Unione Fiduciaria (original shareholder, with a 2% stake) then
signed a new five year shareholders’ agreement, the contents of which determined a change
in the method of consolidation. Since it was no longer able by itself to influence decisions
on significant matters in terms of joint control, UBI Banca no longer qualified as possessing
control, although it does meet the conditions for significant influence. This meant that it
was no longer consolidated with the proportionate method (applied as at 31 st December
2010) and is now an equity-accounted investee;
• Sintonia Finance Srl: the multi-originator securitisation performed on 23 rd December 2002
– which saw the involvement of Centrobanca and another bank outside the Group in this
securitisation of performing loans, mainly residential mortgages granted to private
individuals with the remaining commercial mortgages granted to companies resident in
Italy – was redeemed in advance on 25 th November 2011 (with the close down of the entity
on the same date).
The securitisation was initially on loans of €324 million transferred (of which €166.3 million
relating to Centrobanca), funded through the issue of class A (€302.8 million nominal) and
Class B (€21 million) asset backed securities together with a junior Class C tranche (€17.4
million, of which €8 million repurchased by Centrobanca). On conclusion of the operation,
loans remained of approximately €40 million, of which €19.3 million related to
Centrobanca, against senior securities (Class A and Class B), subject to early redemption
for €22 million and €15.6 million respectively;
• UBI Finance CB 2 Srl: the company was formed on 20 th December 2011 for the sole
purpose of the issue of covered bonds pursuant to Art.7 bis of Law No. 130 of 30 th April
1999. The company was formed in view of the commencement of a second programme of
covered bond issues on commercial non residential mortgages scheduled for April 2012.
Ten percent of the share capital (€10,000) is held by UBI Banca and 90% by the Dutch
registered company Stichting Viola.
Other companies: organisational simplification
• Prestitalia Spa: on 10 th January 2011, Barberini Sa sold its entire investment held in
Prestitalia (53,378 shares accounting for 100% of the share capital) to B@nca 24-7 for a
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