UBI Banca: integralmente sottoscritto l’aumento di capitale

Bergamo, 7 luglio 2017 – Facendo seguito al comunicato stampa diffuso in data 5 luglio 2017, UBI Banca

rende noto che sono state sottoscritte le rimanenti n. 60 azioni derivanti da n. 350 diritti di opzione non

esercitati, per un controvalore pari a Euro 143,70, ai sensi del contratto di garanzia (c.d. underwriting

agreement).

L’aumento di capitale di Euro 399.981.075,24 riveniente dall’emissione di n. 167.006.712 azioni ordinarie

UBI Banca, risulta quindi integralmente sottoscritto.

In conformità a quanto previsto dall’art. 2444 del Codice Civile, l’attestazione dell’avvenuta integrale

sottoscrizione dell’aumento di capitale, con l’indicazione del nuovo capitale sociale – pari a Euro

2.843.075.560,24 suddiviso in n. 1.144.244.506 azioni ordinarie prive del valore nominale – sarà depositata

presso il Registro delle Imprese di Bergamo nei termini di legge.

PRESS RELEASE

UBI Banca: capital increase fully subscribed

Bergamo, 7 July 2017 – With reference to the press release published on the 5th of July 2017, UBI Banca

informs that the remaining 60 shares, relating to 350 rights not exercised, for a countervalue of €143.70,

have been subscribed in accordance with the terms of the underwriting agreement.

The capital increase amounting to €399,981,075.24 deriving from the issuance of 167,006,712 UBI Banca

ordinary shares, has therefore been fully subscribed.

In compliance with the provisions of Art. 2444 of the Italian Civil Code, certification of the full subscription of

the share capital increase, with an indication of the new share capital, which amounts to Euro

2,843,075,560.24 consisting of 1,144,244,506 ordinary shares with no nominal value, will be filed with the

Company Registrar of Bergamo within the legal time limits.

* * *

Important Regulatory Notice

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN

OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR ANY JURISDICTION WHERE TO

DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

This announcement does not contain or constitute an offer of, or the solicitation of an offer to buy, securities, nor will

there be any sale of securities referred to in this announcement, in any jurisdiction, including the United States, Australia,

Canada or Japan in which such offer, solicitation or sale is not permitted or would require the approval of local

authorities. The securities referred to herein may not be offered or sold in the United States unless registered under the

U.S. Securities Act of 1933, as amended (the “Securities Act”) or offered in a transaction exempt from, or not subject to,

the registration requirements of the Securities Act. The securities referred to herein have not been and will not be

registered under the Securities Act or under the applicable securities laws of Australia, Canada or Japan. There will be

no public offer of the securities in the United States, Australia, Canada or Japan and Unione di Banche Italiane S.p.A.

(the “Company”) does not intend to register any portion of the offering of securities in the United States.

This announcement is for distribution only to persons who (i) 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 “Financial Promotion Order”), (ii) are persons falling within Article 49(2)(a) to (d) (“high net worth

companies, unincorporated associations etc.”) of the Financial Promotion Order, (iii) are outside the United Kingdom, or

(iv) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of

the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise

lawfully be communicated or caused to be communicated (all such persons together being referred to as “relevant

persons”). This announcement is directed only at relevant persons and must not be acted on or relied on by persons

who are not relevant persons. Any investment or investment activity to which this announcement relates is available only

to relevant persons and will be engaged in only with relevant persons.

This announcement has been prepared on the basis that any offer of securities in any Member State of the European

Economic Area (“EEA”), other than Italy, (each, a “Relevant Member State”), will be made pursuant to an exemption

under the Prospectus Directive (2003/71/EC, as amended), as implemented in that Relevant Member State, from the

requirement to publish a prospectus for offers of securities. Accordingly any person making or intending to make any

offer in that Relevant Member State of securities which are the subject of the rights offering mentioned in this

announcement may only do so in circumstances in which no obligation arises for the Company or any of the managers to

publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16

of the Prospectus Directive, in each case, in relation to such offer. Neither the Company or any of the managers have

authorized, nor do they authorize, the making of any offer of securities in circumstances in which an obligation arises for

the Company or any of the managers to publish or supplement a prospectus for such offer.