Unione di Banche Italiane : h. 18.11 - UBI Banca: appointment of the Management Board

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PRESS RELEASE

SUPERVISORY BOARD: VERIFICATION OF REQUIREMENTS OF PROFESSIONALISM, INTEGRITY AND INDEPENDENCE AND COMMITTEE APPOINTMENTS

APPOINTMENT OF THE MANAGEMENT BOARD

Bergamo - 14th April 2016. The Supervisory Board elected by the Shareholders' Meeting of 2nd April 2016 met under the chairmanship of Andrea Moltrasio.

SUPERVISORY BOARD: VERIFICATION OF REQUIREMENTS OF PROFESSIONALISM, INTEGRITY AND INDEPENDENCE

Having taken note of the declarations of the persons concerned and with account taken of the information available to it, the Supervisory Board ascertained that the members of the Supervisory Board appointed by the Shareholders' Meeting held on 2nd April 2016 were in possession of the requirements of professionalism, integrity and independence.

In consideration of a communication from the European Central Bank received on 12th April 2016, the above verifications will be subject to possible integrations at the next board meeting.

With regard to the requirements of independence set by the Corporate Governance Code, these have been applied to the members of the Supervisory Board, because under the Articles of Association the committees provided for by that code (for which those requirements are necessary) are formed within the Supervisory Board as the body with strategic supervisory functions. In this respect the Supervisory Board proceeded to verify the possession of those requirements of independence by the members of the Supervisory Board with the following results:

ANDREA MOLTRASIO MARIO CERA	Chairman Senior Deputy Chairman	(*) (*)
3 FRANCESCA BAZOLI	Board Member	(*) (**)
4 LETIZIA BELLINI CAVALLETTI	Board Member	(*) (**)
5 PIERPAOLO CAMADINI	Board Member	(*) (**)
6 ALESSANDRA DEL BOCA	Board Member	(*) (**)
7 GIOVANNI FIORI	Board Member	(*) (**)
8 PAOLA GIANNOTTI	Board Member	(*) (**)
9 PATRIZIA MICHELA GIANGUALANO	Board Member	(*) (**)
10 GIAN LUIGI GOLA	Board Member	(*) (**)
11 LORENZO RENATO GUERINI	Board Member	(*) (**)
12 PIETRO GUSSALLI BERETTA	Board Member	(*)
13 GIUSEPPE LUCCHINI	Board Member	(*) (**)
14 SERGIO PIVATO	Board Member	(*)
15 ARMANDO SANTUS	Board Member	(*) (**)

(*) Independent board member in accordance with Art. 148, paragraph 3 of Legislative Decree No. 58 of 24th February 1998.

(**) Independent board member in accordance with the Corporate Governance Code.

The curricula vitae of the members of the Supervisory Board were disclosed to the public when the documentation for the presentation of lists was made available and therefore they can be downloaded from the corporate website of the Bank (www.ubibanca.it- "shareholders" section).

The Supervisory Board has appointed Pietro Gussalli Beretta and Armando Santus as Deputy Chairmen. It also appointed members of the Appointments, Remuneration, Internal Control, Risk and Related and Connected Parties Committees, composed as follows:

• Appointments Committee

  • ANDREA MOLTRASIO Chairman

  • MARIO CERA

  • GIOVANNI FIORI

  • GIAN LUIGI GOLA

  • PIETRO GUSSALLI BERETTA

    
    

    In accordance with Art. 41.6 of the Articles of Association, the Chairman of the Supervisory Board is an ex officio member of the Appointments Committee, with the functions of chairman, as is the Senior Deputy Chairman, who, as indicated above, are not independent within the meaning of Art. 3 of the Corporate Governance Code.

    Furthermore, in consideration of his professional qualities, another member was selected, Mr. Pietro Gussalli Beretta, who also does not qualify as independent within the meaning of Art. 3 of the Corporate Governance Code (having filled senior management positions in the UBI Banca Group over the last three years).

    The other two members of the Committee are in possession of the requirements of independence required by the Code.

    Therefore, due to requirements in the Articles Association and to the possession of adequate professional experience, the Supervisory Board considers it was justified in deviating on this sole specific point, from the recommendations of Art. 3 of Borsa Italiana's Corporate Governance Code, which requires the majority of the members of the Appointments Committee to be independent.

    
    

• Remuneration Committee

• ALESSANDRA DEL BOCA Chairwoman

• MARIO CERA

• PATRIZIA MICHELA GIANGUALANO

  
  

  Internal Control Committee

• GIOVANNI FIORI Chairman

• PIERPAOLO CAMADINI

• PATRIZIA MICHELA GIANGUALANO

• LORENZO RENATO GUERINI

• SERGIO PIVATO

  
  

  Risk Committee

• PAOLA GIANNOTTI Chairwoman

• FRANCESCA BAZOLI

• PATRIZIA MICHELA GIANGUALANO

• GIAN LUIGI GOLA

• LORENZO RENATO GUERINI

  Related and Connected Parties Committee

• ARMANDO SANTUS Chairman

• LETIZIA BELLINI CAVALLETTI

• PAOLA GIANNOTTI

The Supervisory Board, accepting the proposal submitted by the Remuneration Committee, set the remuneration for the Chairman, the Senior Deputy Chairman, the Deputy Chairmen and those members of the Supervisory Board assigned specific roles, powers or functions either by the Articles of Association or by the Supervisory Board itself, within the amount set by the Shareholders' Meeting.

APPOINTMENT OF MANAGEMENT BOARD

The Supervisory Board proceeded to appoint seven members of the Management Board for the three-year period 2016-2017-2018.

In accordance with the Articles of Association and in compliance with Bank of Italy criteria, four senior managers of UBI Banca Group were appointed as members of that Board.

Furthermore, in compliance with the provisions of Law No. 120 of 12th July 2011, gender balance was also ensured.

Accepting the proposal made by the Appointments Committee, the Supervisory Board then appointed the members and also the Chairman and Deputy Chairman of the Management Board and submitted a proposal to appoint Victor Massiah as Chief Executive Officer.

The Management Board is therefore composed as follows:

1. Letizia Moratti Chairman

2. Flavio Pizzini Deputy Chairman

3. Victor Massiah

4. Silvia Fidanza

5. Osvaldo Ranica

6. Elvio Sonnino

7. Elisabetta Stegher

The Supervisory Board, accepting the proposal of the Remuneration Committee, then set the remuneration of the Management Board, its Chairman and Deputy Chairman and the Chief Executive Officer.

For further information please contact: Investor Relations : tel. [phone] Media Relations Cell [phone] - [phone]

e-mail: [e-mail]; [e-mail]

Copy of this press release is available on the website www.ubibanca.it