UBI Banca Group

accounting and tax purposes from 1 st January 2011. The company has not been included
in the consolidation scope since 30 th September 2011;
• FinanzAttiva Servizi Srl: on 26 th July 2011, the Management Board of UBI Banca decided
(in accordance with Art. 2501 ter of the Italian Civil Code) a project for the merger of
FinanzAttiva Servizi (approved by the Board of Directors of the latter on 29 th July), by
means of the simplified procedure pursuant to Art. 2505 of the Italian Civil Code, since the
company is wholly owned by the Parent. The transaction, authorised by the Bank of Italy
on 19 th October 2011, is effective from 30 th December 2011 (and for accounting and tax
purposes from 1 st January 2011). The company has no longer been included in the
consolidation since the end of December;
• Siderfactor Spa – in liquidation: on 12 th December 2011 a shareholders’ meeting voted for
the early winding up of the company and to put it into voluntary liquidation, with effect
from the date on which the decision was registered (11 th January 2012). The company
performed all transactions designed to facilitate the receipt and payment of receivables
owed to and by companies in the Marcegaglia Spa Group. As a consequence of changes in
the regulatory and operating environment, the viability of these operations and the ability to
generate future profits was prejudiced as shown by the findings of analyses conducted in
2011. It was therefore decided to close it down.
Other companies: share capital increases
• BDG Singapore Pte Ltd: following the start-up of operations (asset management), on 19 th
January 2011 the parent company, Banque de Dépôts et de Gestion, made a payment of
5,275,000 Singapore dollars to strengthen the capital of the company, in accordance with a
shareholders’ resolution of 10 th December 2010. The share capital therefore rose to
5,600,000 Singapore dollars (from 325,000 Singapore dollars before);
• Aviva Vita Spa: on 23 rd February 2011, UBI Banca (which holds 50% of the company) paid
up its part (€5 million) of the first tranche of a share capital increase for a total of €20
million, approved by a shareholders’ meeting on that same date. This increase was designed
to provide Aviva Vita with adequate resources for its solvency margin, now and in the
future, in view of the growth in its premium income and the redemption of a subordinated
loan.
On 26 th July 2011, the Board of Directors of Aviva Vita decided to ask the shareholders to
pay a second tranche of the share capital increase (a total of €10 million, including €5
million from UBI Banca, which made the payment on the following 29 th July).
On the following 15 th December 2011, a Shareholders’ Meeting of the company passed a
resolution for a further increase in the share capital for a total of €20 million, designed to
reconstitute a more adequate solvency margin, which had been eroded by price fluctuations
involving government securities held in portfolio. UBI Banca paid its share of the increase
on that same date (€10 million).
As a result of the operations performed during the year, the share capital rose from
€115,000,000 at the end of 2010 to €155,000,000 as at 31 st December 2011;
• UBI Leasing Spa: on 6 th April 2011 the shareholders of the company passed a resolution to
increase the equity of the company by €60 million. The operation gave rise to an increase in
the share capital of €45 million from the previous €196,557,810 to the new amount of
€241,557,810, through the issue of 7.5 million new ordinary shares, with a par value of € 6
each, at a price of €8 per share. The difference of €15 million between the par value of the
share and the issue price – the latter designed to take account of the increase in the capital
value of the company – was recognised in the share premium reserve. The increase in own
funds – a consequence of changes in the supervisory context, the need to maintain
adequate levels of capitalisation and to fund future investments and comply with regulatory
capital ratios – was supported on a pro rata basis by UBI Banca and Banca Popolare di
Ancona, with no change in the respective percentage interests held.
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