UBI Banca Group

total price of €77 million. Consequently, as at 31 st December 2011 this bank, which
specialises in consumer credit, possessed full and direct control of the company.
On 24 th March 2011, in connection with the agreements to purchase the entire share
capital of Barberini Sa and Prestitalia Spa, UBI Banca paid Medinvest International and
Pharos Sa the last instalment of the amount relating to Barberini: €1.6 million, which was
subject to determined conditions concerning the agency network of Presitalia being met,
and €74 thousand as the final balance on the purchase of 92,784 financial instruments
termed "parts bénéficiaires";
• UBI Trust Company Ltd: on 10 th February 2011 the local monetary authority – Jersey
Financial Services Commission Companies Registry – announced that it had removed UBI
Trust Company from the companies register. Following the geographical repositioning of
trustee services to Luxembourg, the company was closed down with effect from 30 th June
2010 (99.9980% controlled by UBI Banca International);
• Invesclub Srl: on 2 nd March 2011, a Shareholders’ Meeting of the company passed a
resolution to wind it up by placing it into voluntary liquidation in accordance with Art.
2484 of the Italian Civil Code. This was in consideration of its non strategic importance
both for its parent, IW Bank, and for the Group. This company, which was excluded from
the Group consolidation at the end of 2011, was removed from the register of companies on
12 th March 2012;
• Tex Factor Srl – in liquidation: on 31 st March 2011 the voluntary liquidation of the company
was completed with its removal from the consolidation and, on 13 th April 2011, also from
the company register;
• InvestNet International Spa: on 14 th April 2011 a shareholders’ meeting of InvestNet
International Sa – a Luxembourg registered company – passed a resolution to transfer the
registered address of the company to Italy (to Milan, at 20 Via Cavriana), with the
consequent transformation of the company into an Italian registered joint stock company
named InvestNet International Spa. It was enrolled in the companies register on 19 th
September2011.
The company will be merged into its Parent, IW Bank, which wholly owns it, as part of the
process to simplify Group structure. The Boards of Directors of InvestNet International and
of the merging bank approved the relative merger project on 16 th December 2011.
• BY YOU Spa: on 27 th April 2011, UBI Banca, a shareholder with a 40% stake, sold 30% of
the share capital of BY YOU (accounting for 195,000 shares) to Bluestar, Linea Mutui and
Promozione Mutui for a price of €5 million to be paid at a later date, except for a sum of
€195 thousand paid immediately in cash. As part of that sale, the shareholders also signed
a five year shareholders agreement by which reciprocal put and call options are held on the
remaining 10% stake held by UBI Banca in BY YOU.
As a result of the sale, the necessary conditions for joint control of the company (and its
subsidiaries) ceased to exist as at 31 st December 2011, although it continues to be included
within the consolidation using the equity method. This is because of the existence of a
pledge on shares representing a further 10% of the share capital with voting rights for UBI
Banca, which therefore holds 20% of the voting rights;
• Ge.Se.Ri. – Gestione Servizi di Riscossione Spa in liquidation: on 24 th May 2011 the
Management Board of UBI Banca approved a project for the merger of the company into its
parent which wholly owns it, Banca Regionale Europea, to be performed by merger on an
acquisition basis and on the basis of the simplified procedure pursuant to article 2505 of
the Italian Civil Code. The transaction – authorised by the Bank of Italy on 20 th September
2011 – became effective on 29 th December 2011 and is effective for accounting and tax
purposes from 1 st January 2011. Consequently Ge.Se.Ri. has no longer been included in
the consolidation since the end of December;
• Investnet Italy Srl: on 17 th June 2011 the merger of the company into its parent according
to the simplified procedure pursuant to Art. 2505 of the Italian Civil Code was approved by
a shareholders’ meeting of Investnet Italia and by the Board of Directors of IW Bank, which
wholly owned the company. The operation, authorised by the Bank of Italy on the preceding
30 th May, forms part of a broader process to simplify and streamline the organisational
structure of Group. The merger took effect from 1 st August 2011, while it is effective for
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