Unione di Banche Italiane : h. 9.28 - UBI Banca: results of the offer on MTA of shares not taken up

Press release

TRANSFORMATION OF UBI BANCA INTO JOINT STOCK COMPANY RESULTS OF THE OFFER ON THE STOCK EXCHANGE OF THE REMAINING SHARES NOT TAKEN UP AND SETTLEMENT OF PURCHASE TRANSACTIONS

Bergamo, 30th January 2016. With regard to the procedure for the liquidation of the 35,409,477 UBI Banca shares S.p.A. subject to withdrawal following the approval of the resolution for the transformation into a joint stock company, UBI Banca S.p.A. informs that on 28th January 2016 the remaining 35,351,155 shares not taken up at the end of the option offer and pre- emption period were offered on the Mercato Telematico Azionario (electronic stock exchange) organised and managed by Borsa Italiana S.p.A. ("MTA") at the withdrawal price per share of €7.2880 (rounded up to €7.290 in compliance with the rules set by Borsa Italiana S.p.A.).

In consideration that, on conclusion of the offer on the MTA of the aforementioned 35,351,155 shares of UBI Banca, none of those shares had been purchased, on 3rd February 2016 the settlement shall take place of the sale and purchase of the 58,322 shares of UBI Banca S.p.A. subject to the exercise of option and pre-emption rights. The payment of the amount for the shares purchased as well as the assignment of the shares in favour of those holding those rights will take place through Monte Titoli and the respective intermediaries.

The 58,322 shares of UBI Banca S.p.A. to be assigned to the applicants will be shared out among the withdrawing shareholders in proportion to the respective number of shares subject to withdrawal.

In detail, the number of shares pertaining to each withdrawing shareholder, and that is the number of shares that would be deducted from the respective

number of shares subject to withdrawal, will be determined by multiplying the respective number of shares subject to withdrawal by the coefficient derived from the ratio between the total number of shares for which option and pre-emption rights have been exercised (58,322) and the total number of shares subject to withdrawal (35,409,477).

The result of that product will be rounded down to the nearest whole number; the shares remaining on completion of that calculation will be shared out among the withdrawing shareholders on the basis of the criterion of the largest remainder.

With regard to the 35,351,155 shares not purchased following the offer in option and pre-emption and the offering on the MTA procedures, the Supervisory Board (on the basis of a proposal from the Management Board and having consulted with the Internal Control Committee) will consider whether to exercise its right to limit the redemption of those shares in application of the criterion already illustrated in the Illustrative Report to the Shareholders' Meeting published on 9th September 2015 and using as a reference the Common Equity Tier 1 ratio fully loaded of UBI Banca as at 31st December 2015, as it will result from the draft Annual Report for the year ended on that same date, approved by the Management Board.

For further information:

UBI Banca - Investor Relations - tel. [phone] E-mail: [e-mail]

UBI Banca - Media Relations - Cell [phone]; [phone] E-mail: [e-mail]

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