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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.
DISCLAIMER This document is strictly private confidential and personal to its recipients and should not be copied distributed or reproduced in whole or in part nor passed to any third party

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