Bergamo, 6th September 2016 – The Management Board and the Supervisory Board of UBI Banca S.p.A. (“UBI Banca”) met today to resolve the continuation of the corporate procedures for the “Single Bank” project (the “Operation”), following the issue of the required authorisation by the Bank of Italy. As already reported to the market, the Operation involves the merger by incorporation into the Parent Bank, UBI Banca, of the following Network Banks: Banca Regionale Europea S.p.A., Banca Popolare Commercio e Industria S.p.A., Banca Carime S.p.A., Banca Popolare di Ancona S.p.A., Banca Popolare di Bergamo S.p.A., Banco di Brescia San Paolo CAB S.p.A. and Banca di Valle Camonica S.p.A. Therefore, following those board meetings a notice to convene an Extraordinary General Meeting of the Shareholders of UBI Banca will be published according to the procedures and to the terms set by the regulations in force in order to approve the merger and any additional resolutions connected or related to it. The Meeting is expected to take place on 14th October 2016 at 2:30 p.m.. The competent bodies of the network banks will pass their own resolutions concerning the merger in compliance with the terms set by the regulations in force, and at the latest by the date of the UBI Banca Extraordinary Shareholders’ Meeting. Please refer to the press release issued by the Bank on 27th June 2016 for further details on: (i) the procedures, terms and timing of the Operation; (ii) exchange ratios; (iii) date of effect of the Operation; (iv) UBI Banca shareholders post Operation; and (v) related parties involved in the Operation.
***** The merger project, the financial statements of UBI Banca and the Network Banks pursuant to Art. 2501-quater of the Italian Civil Code, the illustrative reports drawn up by UBI Banca and the Network Banks pursuant to Art 2501-quinquies of Italian Civil Code, the report of the expert on the fairness of the exchange ratio calculated in accordance with Art. 2501-sexies of Italian Civil Code and the remaining documentation for the Shareholders’ Meeting will be made available to the public by depositing them at the registered offices of UBI Banca and publishing them on its corporate website at www.ubibanca.it (in the Shareholders section) as well as through the authorised storage facility entitled “1info” (www.1info.it). The financial statements of UBI Banca and the Network Banks for the financial years 2015, 2014 and 2013 will also be deposited within the legal time limits at the registered offices of UBI Banca and published in the aforementioned section of UBI Banca’s corporate website. The information document drawn up by UBI Banca in accordance with Art. 5 of the “Regulations for Related Party Transactions” approved by the Consob with Resolution No.
17221 of 12th March 2010 will be made available to the public with the same procedures indicated above for the merger project and for the remaining documentation for the Shareholders’ Meeting, by 13th September 2016.
