Unione di Banche Italiane : h. 8.50 - UBI Banca: 2016 General Shareholders' Meeting

UBI_2016_4_2_comunicato Assemblea_ing

PRESS RELEASE

Supervisory Board Appointed for the three-year period 2016-2018

Approved distribution of a dividend of €0.11 per share on the 900,316,743 UBI Banca shares outstanding for a total of approximately €99 million

Bergamo, 2nd April 2016 - A General Meeting of the Shareholders of UBI Banca met today under the chairmanship of the Chairman of the Supervisory Board, Ing. Andrea Moltrasio, convened to resolve on the following items on the agenda:

1. The Chairman of the Management Board, Rag. Franco Polotti, proceeded to report on the performance and results achieved in 2015 as approved by the Supervisory Board on 8th March 2016.

   The Chief Executive Officer then reported on the current environment in which the bank is operating and on the outlook for future operations. In his speech, dott. Massiah gave details of the launch of project work for the new strategic business plan, including that concerning the feasibility of the convergence of the current federal Group structure into one single bank. The results of this work will be submitted by management to the new Management and Supervisory Boards within the first half of the year.

   
   

   The Shareholders' Meeting then approved the proposal for the distribution of a dividend of €0.11 per share on each of the 900,316,743 ordinary shares of UBI Banca outstanding, net of treasury shares held in portfolio, to give a total dividend payout of €99 million. The dividend will be paid with ex-dividend date, record date and payment date of 23rd, 24th and 25th May 2016 respectively against coupon No. 18.

2. The Shareholders' Meeting then proceeded to appoint members of the Supervisory Board for the three-year period 2016-2017-2018, the Chairman and the Senior Deputy Chairman in compliance with the provisions of the Articles of Association.

   In detail, the "SGR e Investitori Istituzionali" list obtained the majority of the votes cast by the Shareholders' Meeting amounting to 51.11%, while the "Accordo fra il Sindacato Azionisti UBI Banca S.p.A., il Patto dei Mille e la Fondazione Cassa di Risparmio di Cuneo" list obtained 48.48% of the votes cast by the Shareholders' Meeting1.

   The following were elected on the basis of the list voting: all three of the candidates present on the "SGR e Investitori Istituzionali" list - who, when their candidatures were presented, had declared their irrevocable will not to accept the positions of Chairman and Senior Deputy Chairman of the Supervisory Board - and the first three candidates present on the "Accordo fra il Sindacato Azionisti UBI Banca S.p.A., il Patto dei Mille e la Fondazione Cassa di Risparmio di Cuneo" list.

   Consequently, in accordance with the Articles of Association, the general meeting proceeded to the necessary resolutions, following which the Supervisory Board of UBI Banca for the three-year period 2016-2017-2018 is composed as follows:

   
   

   LAST NAME	FIRST NAME	POSITION
   1	MOLTRASIO	ANDREA	Chairman
   2	CERA	MARIO	Senior Deputy Chairman

   
   

   1

   in addition to 0.35% against the lists and 0.06% abstained

   
   

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

   
   

   The Supervisory Board appointed shall proceed to verify that the requirements of integrity, professionalism and independence are satisfied for each of the members of the Supervisory Board in compliance with the time limits set by the regulations in force.

   
   

3. The Shareholders' Meeting then set the remuneration of the Members, as well as an additional total sum for the remuneration for those assigned particular offices, powers or functions, which is allocated in accordance with the Articles of Association. The Shareholders' Meeting consequently confirmed annual remuneration of

   €80,000 for each member of the Supervisory Board (for a total of €1,200,000) and set the total amount for the remuneration of members assigned particular offices, powers or functions at €1,650,000. The amounts are inclusive of "attendance tokens".

   
   

   This remuneration, which totals €2.85 million, implies a reduction of 13% in the total remuneration paid to the Supervisory Board. This reduction is in addition to the reduction of approximately 14% already made to the remuneration of the Supervisory Board for the period 2013-2015, compared to previous period.

   
   

4. The Shareholders' Meeting then approved the first section of the Remuneration Report, prepared for public disclosure purposes, in compliance with regulations in force and made available to the public in accordance with the law. This first section contains the main information on the following: the decision-making processes for remuneration schemes, the main features, the means by which remuneration is linked to results, the main performance indicators employed, the reasons behind the choice of variable remuneration schemes and the other non-monetary schemes.

   
   

5. The Shareholders' Meeting approved the adoption, as proposed, of remuneration and incentive policies for members of the Supervisory Board and members of the Management Board.

   
   

6. The shareholders meeting then approved the 2016 incentive scheme based on financial instruments with payment of parts of the variable remuneration by means of the grant of ordinary shares of the Parent, UBI Banca, to "Key Personnel". It therefore authorised the Management Board and on its behalf individually the Chairman, the Deputy Chairman and the Chief Executive Officer, to proceed with one or more transactions to be conducted within 18 months of the date of the shareholders' authorisation, to purchase on regulated markets, following operating procedures which ensure equal treatment between shareholders and which do not allow direct proposals to purchase to be linked to predetermined proposals to sell, a maximum number of 1,200,000 treasury shares for a total maximum amount of €3,500,000, at a price per share not lower than

   €2.50 and not more than 5% higher than the official price quoted in the market session prior to each transaction.

   It also approved the 2016 Incentive Scheme based on financial instruments, with payment of parts of the variable remuneration through the grant of ordinary shares of the Parent, UBI Banca, to all Employees

   
   

   excluding "Key Personnel", authorising the purchase of a maximum number of 5,100,000 treasury shares, for a total maximum amount of €15,000,000, following the same procedures as above. Finally, the Shareholders' Meeting approved the Productivity Bonus for the years 2015 and 2016 based on financial instruments, with payment of parts of the variable remuneration through the grant of ordinary shares of the Parent, UBI Banca, to all Employees, as described above, authorising the purchase of a maximum number of 10,200,000 treasury shares, for a total maximum amount of €30,000,000, following the same procedures as above.

   
   

7. Again on the subject of remuneration, the Shareholders' Meeting, having acknowledged a proposal submitted by the Supervisory Board, substantially along the same lines as that approved by the 2015 Shareholders' Meeting, approved terms for setting the criteria and maximum limits on the number of years of remuneration and the relative payment procedures to be agreed in the event of the early termination of an employment relationship or early retirement from corporate office.

   
   

8. Finally, the Shareholders' Meeting, having taken note of the proposal by the Supervisory Board and taking into consideration the current legislation on the matter, approved the proposal to increase the ratio of variable to fixed remuneration up to a maximum of 2:1, the application of which for 2016 is planned for five positions

- two of which comprised within the Key Personnel perimeter - in the asset management company, UBI Pramerica S.p.A., being aware of the need to ensure adequate levels of competitive remuneration thereby reducing the risk of losing them to the competition and considering that the measure approved does not involve any increase in the portion of variable remuneration compared with prior years.

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