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IMPORTANT NOTICE, The information contained herein relates to the rights offering the Offering of 262 580 944 newly issued. ordinary shares the Shares by Unione di Banche Italiane S c p a the Issuer. Mediobanca Banca di Credito Finanziario S p A and Centrobanca S p A are acting as joint global. coordinators for the Offering Morgan Stanley Co International plc is acting as co global coordinator In. addition Mediobanca Banca di Credito Finanziario S p A Morgan Stanley Co International plc. Barclays Bank PLC BNP Paribas Citigroup Global Markets Limited Deutsche Bank AG London Branch. and ING Bank N V are acting as joint bookrunners Cr dit Agricole Corporate Investment Bank Equita. SIM S p A HSBC Bank plc Intermonte SIM S p A Natixis Nomura International plc Soci t G n rale. Corporate Investment Banking and The Royal Bank of Scotland N V London Branch are acting as co. bookrunners and all of the foregoing are acting as underwriters of the Offering the Underwriters. This document constitutes nothing more than an English language translation the Translation of the. Prospectus and does not constitute an offer to sell or a solicitation or an offer to buy any Shares or related. subscription rights in any jurisdiction The securities described herein are not being offered by any person in. any jurisdiction in which it is unlawful for such person to make such an offer or solicitation The distribution. of this Translation and the offering of Shares and or related subscription rights which is being made solely. on the basis of the Prospectus are restricted by law Persons receiving this Translation are required by the. Issuer and the Underwriters to inform themselves about and to comply with any such restrictions and to read. the Prospectus, In making an investment decision investors must rely exclusively on their own examination of the. Issuer s group and the terms of the Offering as described in the Prospectus including the merits and. risks involved, BY ACCESSING THIS DOCUMENT INVESTORS ACKNOWLEDGE ACCEPT AND AGREE. THAT 1 ANY INVESTMENT DECISION IN RELATION TO THE OFFERING WILL BE MADE. SOLELY ON THE BASIS OF THE PROSPECTUS AND NOT ON THE BASIS OF THIS. TRANSLATION AND 2 THE PROSPECTUS HAS BEEN PREPARED IN LINE SOLELY WITH. APPLICABLE ITALIAN STANDARDS RULES AND REGULATIONS RELATING TO DOMESTIC. RIGHTS OFFERINGS OF ITALIAN REGISTERED COMPANIES, This Translation has not been and will not be submitted to the clearance procedures of the Consob or any. other regulatory authority and accordingly may not be used in connection with any offer to purchase or sell. any Shares or rights to the public in Italy or elsewhere. NOTICE TO PROSPECTIVE INVESTORS IN THE EEA AND THE UNITED KINGDOM. This Translation is only addressed to and directed at persons in member states of the European Economic. Area who are qualified investors within the meaning of Article 2 1 e of the Prospectus Directive. Directive 2003 71 EC Qualified Investors In addition in the United Kingdom this Translation is. being distributed only to and is directed only at Qualified Investors i who have professional experience in. matters relating to investments falling within Article 19 5 of the Financial Services and Markets Act 2000. Financial Promotion Order 2005 as amended the Order and Qualified Investors falling within Article. 49 2 a to d of the Order and ii to whom it may otherwise lawfully be communicated all such persons. together being referred to as Relevant Persons This Translation must not be acted on or relied on i in. the United Kingdom by persons who are not relevant persons and ii in any member state of the European. Economic Area other than the United Kingdom by persons who are not Qualified Investors Any investment. or investment activity to which this Translation relates is available only to i in the United Kingdom. Relevant Persons and ii in any member state of the European Economic Area other than the United. Kingdom Qualified Investors and will be engaged in only with such persons. NOTICE TO PROSPECTIVE INVESTORS IN SWITZERLAND, This Translation as well as any other material relating to the Shares and related subscription rights do not.
constitute an issue prospectus pursuant to Article 652a of the Swiss Code of Obligations nor is it a Prospectus. in accordance with the listing rules of the SIX Swiss Exchange AG The Shares and related subscription rights. will not be listed on the SIX Swiss Exchange AG and therefore the documents relating to the Shares and. related subscription rights including but not limited to this Translation do not claim to comply with the. disclosure standards of the listing rules of the SIX Swiss Exchange AG and corresponding prospectus schemes. annexed to the listing rules of the SIX Swiss Exchange AG No public offer is made or will be made in. Switzerland and this Translation shall not be copied and or distributed to the public in or from Switzerland. NOTICE TO PROSPECTIVE INVESTORS IN JAPAN, The Shares and related subscription rights have not been and will not be registered under the Financial. Instruments and Exchange Law of Japan Act No 25 of 1948 as amended the Financial Instruments. and Exchange Law This Translation is not an offer of securities for sale directly or indirectly in Japan or. to or for the benefit of any resident of Japan which term as used herein means any person resident in Japan. including any corporation or other entity organised under the laws of Japan or to others for re offering or re. sale directly or indirectly in Japan or to or for the benefit of any resident of Japan in except pursuant to an. exemption from the registration requirements of and otherwise in compliance with the Financial. Instruments and Exchange Law and other relevant laws and regulations of Japan. FORWARD LOOKING STATEMENTS, The Italian Prospectus and this Translation contain forward looking statements These forward looking. statements reflect the Issuer s current views beliefs intentions or expectations of future events are based on. the Issuer s assumptions and involve known and unknown risks uncertainties and other factors that may. cause the Issuer s actual results performance or achievements to be materially different from any future. results performance or achievements expressed or implied by these forward looking statements. Forward looking statements include statements about among other things. general economic and business conditions including the impact of external factors such as changes in. interest rates inflation and consumer confidence liquidity levels in the financial sector competition. and currency fluctuations, market trends and developments in the banking industry activities. the Issuer s ability to distribute dividends, the Issuer s ability to implement its business strategy. the outcome of ongoing litigation, the Issuer s ability to maintain relationships with key personnel and its ability to attract and retain.
talented new personnel and, the Issuer s ability to remain competitive in the marketplace. The Issuer discusses many of these risks uncertainties and other factors in greater detail in the Italian. Prospectus and in this Translation Given these risks uncertainties and other factors the future developments. and events described in the Italian Prospectus and in this Translation may not materialise as expected or at all. In some cases forward looking statements contain terms such as anticipates believes could. estimates expects intends may plans potential predicts should will would and. similar expressions which are intended to identify a statement as forward looking Forward looking. statements represent the Issuer s estimates and assumptions only as at the date of the Italian Prospectus You. should read the Italian Prospectus and this Translation completely with the understanding that the Issuer s. actual future results performance or achievements may be materially different from the Issuer s. expectations The information contained in the Italian Prospectus and in this Translation speaks as at the date. of the Italian Prospectus and no one assumes any obligation to update this Translation or any of its forward. looking statements or to conform these forward looking statements to the Issuer s actual results. THIS PAGE HAS BEEN LEFT BLANK INTENTIONALLY,TRANSLATION OF THE PROSPECTUS. RELATING TO THE OFFER UNDER OPTION TO SHAREHOLDERS AND HOLDERS OF THE. CONVERTIBLE BOND, UBI 2009 2013 CONVERTIBILE CON FACOLT DI RIMBORSO IN AZIONI. A MAXIMUM OF 262 580 944 SHARES OF UNIONE DI BANCHE ITALIANE S C P A. ADMISSION TO LISTING ON THE MERCATO TELEMATICO AZIONARIO ELETRONIC STOCK. EXCHANGE ORGANISED AND MANAGED BY BORSA ITALIANA S P A. Unione di Banche Italiane S c p a, This Prospectus was filed with Consob on 3 June 2011 following communication of Consob s clearance. through a note dated 1 June 2011 protocol n 11050124. Fulfilment of the publication requirement of the Prospectus does not imply any judgment by Consob on the. proposed investment opportunity and on the merit of the related data and information. The Prospectus is available at the registered offices of Unione di Banche Italiane S c p a in Bergamo 8. Piazza Vittorio Veneto and on the website www ubibanca it as well as on the website of Borsa Italiana. S p A www borsaitaliana it,DEFINITIONS 7,GLOSSARY 13.
SUMMARY NOTE 19,SECTION ONE 37,CHAPTER I DESIGNATION OF RESPONSIBILITY 39. 1 1 Responsibility for the Prospectus 39,1 2 Disclaimer 39. CHAPTER II AUDITORS TO THE ACCOUNTS 40,2 1 Issuer s Indipendent Auditors 40. 2 2 Information relating to the duration of the appointment 41. CHAPTER III SELECTED FINANCIAL INFORMATION OF THE ISSUER 42. 3 1 Main accounting data 42,CHAPTER IV RISK FACTORS 53. CHAPTER V ISSUER INFORMATION 73,5 1 History and evolution of the Issuer 73.
5 1 1 Legal and commercial name of the Issuer 73, 5 1 2 Issuer s place of registration and registration number 73. 5 1 3 Date of establishment and duration of the Issuer 73. 5 1 4 Domicile and legal status legislation governing the Issuer country of establishment and. registered offices 73, 5 1 5 Significant events during the development of the Issuer s and Group s activities and with. regard to the assessment of their solvency 73,5 2 Investments 83. 5 2 1 Investments made 83,5 2 2 Investments being developed 86. 5 2 3 Future investments 86,CHAPTER VI OVERVIEW OF OPERATIONS 87.
6 1 Main operations 87,6 1 1 Description of the Group s operations 87. 6 1 2 The parent company UBI Banca 89,6 1 3 The distribution structure 90. 6 1 4 Sectors of activity in which the UBI Banca Group operates 97. 6 1 5 New products and services 101,6 1 6 Risk management 101. 6 2 Main markets 112,6 3 Extraordinary events 113, 6 4 Issuer dependence on industrial property rights and licenses 113. 6 5 Main markets and competitive positioning 113,Unione di Banche Italiane S c p a Prospectus.
CHAPTER VII ORGANISATIONAL STRUCTURE 114, 7 1 Description of the group to which the Issuer belongs 114. 7 2 Subsidiaries of the Issuer 117, CHAPTER VIII PROPERTY EQUIPMENT AND INVESTMENT PROPERTY 119. 8 1 Tangible fixed assets 119,8 2 Environmental issues 119. CHAPTER IX REPORT ON THE GROUP S OPERATING AND FINANCIAL SITUATION 120. CHAPTER X FINANCIAL RESOURCES 121,10 1 Financial Resources of the Group 121. 10 2 The Group s Cash Flow 125, 10 3 Financial requirements and funding structure of the Group 126.
10 4 Limitations to the use of the Group s financial resources 126. 10 5 Expected sources of funding 126, CHAPTER XI RESEARCH AND DEVELOPMENT PATENTS AND LICENSES 127. CHAPTER XII INFORMATION ON EXPECTED TRENDS 128,12 1 Most significant trends 128. 12 2 Trends uncertainties requests undertakings or events that are reasonably likely to have a. significant impact on the Issuer s prospects for at least the current financial year 128. CHAPTER XIII PROFIT PROJECTIONS OR ESTIMATES 129, 13 1 The main assumptions on which the Issuer based its consolidated data projections 129. 13 2 Examination report of the independent auditors 139. 13 3 Accounting policies 139, 13 4 Projections contained in other prospectuses 139. CHAPTER XIV ADMINISTRATION MANAGEMENT AND SUPERVISION BODIES 140. 14 1 Information about the administration management and supervision bodies 140. 14 1 1 Management Board 140,14 1 2 Supervisory Board 149.
14 1 3 General Management 164, 14 2 Conflicts of interest of members of the Management Board members of the Supervisory Board. and members of the General Management 166,CHAPTER XV REMUNERATION AND BENEFITS 168. 15 1 Remuneration and benefits in favour of the Supervisory Board members the Management. Board members and Senior Executives for services rendered in any capacity 168. 15 2 Total of the amounts set aside or accumulated by the Issuer or by the other Group companies for. the payment of pensions termination indemnities or similar benefits 179. CHAPTER XVI PROCEDURES OF THE MANAGEMENT BOARD AND THE. SUPERVISORY BOARD 180, 16 1 Term of office of the Management Board members and the Supervisory Board members 180. 16 2 Employment contracts entered into between the Management Board members and the. Supervisory Board members and the Issuer which envisage a termination benefit 180. 16 3 Information on the Internal Committees 180, 16 4 Acknowledgement of the provisions concerning corporate governance 183. CHAPTER XVII EMPLOYEES 187,17 1 Number of employees 187.
17 2 Shareholdings schemes and stock option plans 188. 17 3 Description of any agreements for the participation of employees in the capital of the Issuer 190. CHAPTER XVIII PRINCIPAL SHAREHOLDERS 191, 18 1 Shareholders with holdings greater than 2 of the capital 191. 18 2 Different voting rights of the principal shareholders 191. 18 3 Indication of any controlling entity according to Article 93 of the Consolidated Finance Act. 18 4 Agreements that may affect the Issuer s control structure 191. CHAPTER XIX RELATED PARTY TRANSACTIONS 193, CHAPTER XX FINANCIAL INFORMATION CONCERNING ASSETS AND LIABILITIES. THE FINANCIAL SITUATION PROFITS AND LOSSES OF THE ISSUER 195. 20 1 Financial information for the periods ended 31 December 2010 2009 and 2008 195. 20 2 Financial statements as at and for the years ended 31 December 2010 2009 and 2008 197. 20 3 Audit of the annual financial information relating to prior years 198. 20 3 1 Audit of financial information relating to prior financial years 198. 20 3 2 Other information contained in the Prospectus verified by the auditors 198. 20 3 3 Financial information contained in the Prospectus which has not been extracted from. the audited financial statements 198,20 4 Date of the latest financial information 198. 20 5 Financial information for the quarter ended 31 March 2011 198. 20 6 Dividend policy 201,20 7 Court proceedings and arbitration 202. 20 8 Significant changes in the financial or commercial situation of the Issuer after 31 March 2011 208. CHAPTER XXI SUPPLEMENTARY INFORMATION 209,21 1 Share capital 209.
21 1 1 Subscribed and paid share capital 209, 21 1 2 Shares not representative of the share capital 211. 21 1 3 Treasury shares 211, 21 1 4 Amount of the convertible exchangeable bonds or warrants 212. 21 1 5 Existence of purchase rights and or obligations on authorised but not issued capital or. of a constraint on the capital increase 212, 21 1 6 Information regarding the capital of any members of the Group offered as options 213. 21 1 7 Trend of the share capital in the last three trading periods 214. 21 2 Memorandum of association and Corporate By Laws 214. 21 2 1 Company object and scope of the Issuer 214, 21 2 2 Summary of the provisions of the Corporate By Laws of the Issuer regarding the. members of the Management Board and members of the Supervisory Board 214. Unione di Banche Italiane S c p a Prospectus, 21 2 3 Rights and privileges associated with shares 221.
21 2 4 Provisions of the Corporate By Laws and regulations on amending shareholders rights 221. 21 2 5 Regulations and provisions of the Corporate By Laws on the shareholders meetings of. the Issuer 222, 21 2 6 Provisions of the Corporate By Laws that could have the effect of delaying postponing. or preventing the amendment of the Issuer s control configuration 225. 21 2 7 Publication obligations for significant holdings 225. 21 2 8 Amendments of capital 225,CHAPTER XXII MATERIAL AGREEMENTS 226. CHAPTER XXIII INFORMATION ORIGINATING WITH THIRD PARTIES EXPERT. OPINIONS AND DECLARATIONS OF INTEREST 228,23 1 Expert reports 228. 23 2 Information originating with third parties 228. CHAPTER XXIV DOCUMENTS ACCESSIBLE TO THE PUBLIC 229. CHAPTER XXV INFORMATION ON EQUITY HOLDINGS 230,SECTION TWO 231. CHAPTER I PERSONS RESPONSIBLE 233,1 1 Persons responsible for the Prospectus 233.
1 2 Declaration of responsibility 233,CHAPTER II RISK FACTORS 234. CHAPTER III KEY INFORMATION 235, CHAPTER IV INFORMATION RELATING TO THE FINANCIAL INSTRUMENTS. COVERED BY THE OFFER TO BE ADMITTED TO TRADING 237. 4 1 Information relating to the UBI Shares 237,4 1 1 Description of the UBI Shares 237. 4 1 2 Laws under which the UBI Shares will be issued 237. 4 1 3 Characteristics of the UBI Shares 237,4 1 4 Currency of issue 237. 4 1 5 Description of rights connected with the UBI Shares and procedure for their exercise 237. 4 1 6 Resolutions and authorisations 238,4 1 7 Issue date of the UBI Shares 240.
4 1 8 Possible restrictions on the free circulation of the UBI Shares 240. 4 1 9 Tender offers and or remaining offers 240, 4 1 10 Tender offers for shares of the Issuer in the preceding and current fiscal years 240. 4 1 11 Taxation 240,CHAPTER V CONDITIONS OF THE OFFER 252. 5 1 Conditions statistics relating to the Offer timetable and methods of subscribing to the Offer 252. 5 1 1 Conditions to which the Offer is subject 252. 5 1 2 Total amount of the Offer 252, 5 1 3 Period of validity of the Offer and subscription methods 252. 5 2 Planned allocation and assignment 254, CHAPTER VI ADMISSION TO TRADING AND PROCEDURES THEREFOR 258. 6 1 Request for admission to trading 258, 6 2 Other markets on which the shares or other financial instruments of the Issuer are traded 258.
6 3 Simultaneous private placement of the Offer 258. 6 4 Commitments by intermediaries to transactions on the secondary market 258. 6 5 Stabilisation 258,CHAPTER VII SELLING SHAREHOLDERS 259. 7 1 Selling shareholders 259, 7 2 Financial instruments offered for sale by each of the selling shareholders 259. CHAPTER VIII EXPENSES CONNECTED WITH THE OFFER 260. 8 1 Total net proceeds and estimated total expenses of the Offer 260. CHAPTER IX DILUTION 261,9 1 Amount and percentage of dilution 261. CHAPTER X ADDITIONAL INFORMATION 262,10 1 Advisors connected with the issue 262. 10 2 Other audited information 262,10 3 Expert opinions or reports 262.
10 4 Information originating with third parties 262. 10 5 Rating of the Issuer and the financial instrument 262. Unione di Banche Italiane S c p a Prospectus,THIS PAGE HAS BEEN LEFT BLANK INTENTIONALLY. Definitions,DEFINITIONS, The following is a list of definitions and terms used within this Prospectus Unless otherwise indicated these. definitions and terms shall have the meaning provided below. B nca 24 7 B nca 24 7 S p A with registered offices at 8 Piazza Vittorio. Veneto Bergamo Italy, Banca Carime Banca Carime S p A with registered offices in Viale Crati Cosenza. Banca di Valle Camonica Banca di Valle Camonica S p A with registered offices at 2 Piazza. della Repubblica Breno Brescia Italy, Banca Popolare Commercio e Banca Popolare Commercio e Industria S p A with registered. Industria or Commercio e offices at 33 Via della Moscova Milan Italy. Industria or BPCI, Banca Popolare di Ancona or BPA Banca Popolare di Ancona S p A with registered offices at 4 Via.
Don Battistoni Jesi Ancona Italy, Banca Popolare di Bergamo or Banca Popolare di Bergamo S p A with registered offices at 8. BPB Piazza Vittorio Veneto Bergamo Italy, Banca Regionale Europea Banca Regionale Europea S p A with registered offices at 13 Via. Roma Cuneo Italy, Banco di Brescia or BBs Banco di Brescia S p A with registered offices at 13 Corso Martiri. della Libert Brescia Italy, Banco di San Giorgio Banco di San Giorgio S p A with registered offices at 1 Via. Ceccardi Genoa Italy, Bank of Italy The central bank of the Republic of Italy.
Bankruptcy Law Royal Decree no 267 of 16 March 1942 as subsequently amended. Bondholders The holders of the Convertible Bonds, Borsa Italiana Borsa Italiana S p A with registered offices at 6 Piazza degli Affari. Milan Italy, BPU Banche Popolari Unite S c p a with registered offices at 8 Piazza. Vittorio Veneto Bergamo Italy renamed Unione di Banche Italiane. S c p a in 2007, Capital increase The paid increase of the Issuer s share capital in one or more. tranches for a total maximum value of Euro 1 billion including any. premium and through the issuing of ordinary shares with the same. characteristics as the outstanding shares to be offered as an option to. shareholders and Bondholders of UBI Banca pursuant to Article. 2441 1 of the Italian Civil Code as resolved by the Management. Board on 13 May 2011 following the authorisation of the. Supervisory Board on the same day effective from the date of the. authorisation granted by the Issuer s Extraordinary Shareholders. Meeting on 30 April 2011 pursuant to Article 2443 of the Italian. Civil Code,Unione di Banche Italiane S c p a Prospectus. CB Regulations The regulations applied to the Convertible Bonds named UBI. 2009 2013 convertibile con facolt di rimborso in azioni UBI. 2009 2013 convertible bonds with the option of repayment in. shares approved by the Management Board on 18 June 2009 as. subsequently amended on 19 March 2010, Centrobanca Centrobanca Banca di Credito Finanziario e Mobiliare S p A with.
registered offices at 16 Corso Europa Milan Italy, Consob Commissione Nazionale per le Societ e la Borsa the public. authority responsible for regulating the Italian securities market. with registered offices at 3 Via G B Martini Rome Italy. Consolidated Banking Act TUB Legislative Decree no 385 of 1 September 1993 consolidated act on. banking and credit as subsequently amended in effect on the. Prospectus Date, Consolidated Finance Act TUF Legislative Decree no 58 of 24 February 1998 consolidated act on. financial brokerage as subsequently amended in effect on the. Prospectus Date, Convertible Bond or CB The convertible bond named UBI 2009 2013 convertibile con. facolt di rimborso in azioni UBI 2009 2013 convertible bond with. the option of repayment in shares consisting of 50 129 088. Convertible Bonds with a par value of Euro 12 75 each issued by. UBI Banca on 10 July 2009 at an issue price equal to 100 of the. par value the issue of which was decided upon by the Management. Board following approval by the Supervisory Board pursuant to the. authorisation granted to the Board of Directors by the Extraordinary. Shareholders Meeting of UBI Banca held on 9 May 2009 for a. nominal amount of Euro 639 145 872, Convertible Bonds The 50 129 088 bonds with a par value of Euro 12 75 each which are. convertible into newly issued UBI shares with a par value of Euro. 2 50 each constituting the Convertible Bond, Corporate By Laws The Corporate By Laws of UBI Banca in effect on the Prospectus.
Corporate Governance Code The Code of Conduct for listed companies as prepared by the. committee for corporate governance of listed companies. Group or UBI Banca Group Collectively the Issuer and the companies directly or indirectly. controlled by it pursuant to Article 2359 of the Italian Civil Code. and Article 93 of the Consolidated Finance Act TUF. Guarantors Mediobanca and any other guarantors that may be announced. through a press release, IFRS or International Accounting All the International Financial Reporting Standards the International. Standards Accounting Standards IAS and all the interpretations of the. International Financial Reporting Interpretations Committee. IFRIC formerly known as the Standing Interpretations Committee. Independent auditors KPMG S p A with registered offices at 25 Via Vittor Pisani Milan. Definitions, Industrial Plan The 2011 2015 industrial plan approved by the competent bodies of. the Issuer on 13 May 2011, Instructions The instructions accompanying the Stock Market Regulations. Interim Report on Operations The interim report on operations of the UBI Banca Group for the. three months ended as at 31 March 2011 prepared in accordance. with IAS 34 and pursuant to the latter standard prepared only for. inclusion by reference in this Prospectus, Italian Accounting Standards The applicable laws on the reporting date of each set of financial. statements of the Issuer that govern the preparation criteria thereof. as interpreted and supplemented by the accounting principles issued. by the Consiglio Nazionale dei Dottori Commercialisti e Ragionieri. Italian National Board of Chartered Accountants, IW Bank IW Bank S p A with registered offices at 20 Via Cavriana Milan.
Joint Global Coordinators Mediobanca and Centrobanca. Legislative Decree no 39 Legislative Decree no 39 of 27 January 2010 Implementation of. Directive 2006 43 EC on statutory audits of annual accounts and. consolidated accounts, Market Offer An offer on the MTA of options that were not exercised during the. Option Period pursuant to Article 2441 3 of the Italian Civil Code. Mediobanca Mediobanca Banca di Credito Finanziario S p A with registered. offices at 1 Piazzetta Enrico Cuccia Milan Italy, Monte Titoli Monte Titoli S p A with registered offices at 6 Via Andrea. Mantegna Milan Italy, MTA The Mercato Telematico Azionario electronic stock exchange. organised and managed by Borsa Italiana S p A, Network Banks The following banks belonging to the UBI Banca Group Banca. Popolare di Bergamo S p A Banco di Brescia S p A Banca. Popolare Commercio e Industria S p A Banca Regionale Europea. S p A Banca Popolare di Ancona S p A Banco di San Giorgio. S p A Banca Carime S p A Banca di Valle Camonica S p A and. UBI Banca Private Investment S p A, Offer The offer to the Issuer s shareholders and Bondholders of UBI.
Shares resulting from the Capital Increase, Offer Period or Option Period The period of time from 6 June 2011 to 24 June 2011. Offer Price The price at which each UBI Share is offered. Optimisation Project The geographic optimisation project referring to the Network Banks. launched in January 2010 aimed at making the Group s distribution. structure more efficient through specialisation of the individual. Network Banks by geographic area with a focus on their traditional. areas of presence,Unione di Banche Italiane S c p a Prospectus. Option Right The right of the shareholders and Bondholders of the Issuer to. subscribe to 8 UBI shares for every 21 UBI shares and or. Convertible Bonds held, Other countries Foreign countries including the United States of America Canada. Japan and Australia to which the Offer cannot be made without. specific authorisation pursuant to the applicable provisions of the. law or in derogation of these provisions, Product Companies The following companies belonging to the UBI Banca Group. Centrobanca corporate banking B nca 24 7 consumer credit. UBI Pramerica SGR S p A asset management UBI Factor S p A. factoring UBI Leasing S p A leasing, Prospectus This prospectus for the public offer and listing.
Prospectus Date The publication date of the Prospectus. Regulation EC 809 2004 Regulation EC no 809 2004 issued by the Commission on 29 April. 2004 containing the procedure for implementation of directive. 2003 71 EC issued by the European Parliament and Council in. regard to the information contained in prospectuses the forms of the. prospectuses the inclusion of information by reference the. publication of prospectuses and the dissemination of promotional. Regulations for Issuers The regulations approved by Consob with its resolution no 11971 of. 14 May 1999 as subsequently amended in effect on the Prospectus. Shareholder A UBI Banca shareholder that has acquired the status of associate. shareholder pursuant to Articles 6 to 12 of the Corporate By Laws. Stock Market Regulations Regulations applying to markets organised and managed by Borsa. Italiana as resolved by the Shareholders Meeting of Borsa Italiana. and in effect on the Prospectus Date, Supervisory Provisions The Supervisory provisions on the organisation and corporate. governance of banks adopted by the Bank of Italy on 4 March 2008. as subsequently amended, UBI Assicurazioni UBI Assicurazioni S p A with registered offices at 12 P le Fratelli. Zavattari Milan Italy, UBI Banca 2009 2011 warrants The 639 145 900 warrants on ordinary shares of UBI Banca. Warrant Azioni ordinarie UBI 2009 2011 granted free of charge to the shareholders of the Company. Banca 2009 2011 or Warrants on 18 May 2009 at a ratio of one warrant for each share held which. entitle bearers to subscribe to 1 UBI share for every 20 warrants. UBI Banca or UBI or Issuer or Unione di Banche Italiane S c p a with registered offices at 8 Piazza. Company or Bank Vittorio Veneto Bergamo Italy, UBI Banca Private Investment UBI Banca Private Investment S p A with registered offices at 74. Via Cefalonia Brescia Italy, UBI Factor UBI Factor S p A with registered offices at 1 A Via F lli Gabba.


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