UBI Banca

Banche Popolari Unite

BPU Banca was formed by the merger of Banca Popolare di Bergamo – Credito Varesino Group with Banca Popolare Commercio e Industria Group. Their subsidiaries at that time were Banca Popolare di Ancona, Cassa di Risparmio di Fano (Carifano), Banca Popolare di Luino e di Varese and Banca Carime. Although the two groups merged, Banca Popolare di Bergamo and Banca Popolare Commercio e Industria were re-incorporated as a subsidiary in the form of Società per Azioni.

Carifano was sold back to the minority shareholders of Banca Popolare di Ancona in 2005.

Unione di Banche Italiane

The UBI Banca Group was formed on 1 April 2007 from the merger of the BPU Banca Group and the Banca Lombarda Group. The Group operates mainly on the retail market and is present in most regions of Italy, although its focus is primarily on northern Italy. The parent company has its headquarters in Bergamo.

On 20 January 2015 the Council of Ministers issued a decree-law which requires People's banks (Italian: Banca Popolari) with assets of greater than €8 billion to demutualize into Società per Azioni. The decree, published on 24 January, was then converted into law with Law No. 33 of 24 March 2015. UBI Banca is one of the banks to which the new legislation applies. On 10 October 2015, the General Meeting of the Registered Shareholders that met first in extraordinary session in Brescia approved the proposal for transformation of UBI Banca into a S.p.A. The resolution was passed in the presence of 5,032 Registered Shareholders (of which approx. 2,500 physically present), representing 20.91% of the share capital; there were 4,975 votes in favour, representing 20.88% of the share capital or 98.87% of votes cast, 26 votes against and 31 abstentions. Starting from 12 October 2015, when the transformation resolution was filed with the Bergamo Company Registrar, UBI Banca is S.p.A.

On 27 June 2016, the business plan for 2019–20 was announced. The subsidiaries Banca Popolare di Bergamo, Banco di Brescia, Banca Popolare Commercio e Industria, Banca Regionale Europea, Banca Popolare di Ancona, Banca Carime and Banca di Valle Camonica would be absorbed by parent company UBI Banca in 2016–17.

On 12 January 2017 UBI Banca submitted a binding bid of €1 to buy Nuova Banca delle Marche, Nuova Banca dell'Etruria e del Lazio and Nuova Cassa di Risparmio di Chieti (the three banks that were rescued on 22 November 2015 by Italian National Resolution Fund, a fund that was mandatory contributed by the banking sector, and was managed by the Bank of Italy), with conditions that the three banks would be recapitalized for about €450 million by the fund, as well as selling the banks' non-performing loans (NPLs) in order to lower the size of their risk-weighted assets to below €10.6 billion, increase coverage ratio for the NPLs (i.e. more write down and provision), and a minimum of CET1 ratio of 9.1%. UBI Banca would also recapitalized for €400 million in order to counter-weight the effect of bad will (negative goodwill). On 18 January the bid was accepted and signing the contract.

Group structure

The group is composed of the following companies: :

Geographic distribution

Despite one of the 5 largest banks of Italy by total assets, the banking network of UBI Banca was only concentrated in the regions which member banks were came from, such as market share of over 15% in Calabria (Banca Carime), between 5 and 15% in Apulia, Basilicata, Campania (Banca Carime and Banca Popolare di Ancona), Marche (Banca Popolare di Ancona), Lombardy (ranked second: Banco di Brescia, Banca Popolare di Bergamo, Banca Popolare Commercio e Industria and Banca di Valle Camonica), Piedmont and Liguria (Banca Regionale Europea). Market share in other regions were below 5% or even below 2%.

Governance

UBI Banca has adopted a two tier governance system with two boards, a supervisory board and a management board. (pursuant to articles 2409g and following of the Italian Civil Code)

Honorary Chairman: Giuseppe Vigorelli

The Supervisory Board

The Management Board:

Shareholders

Article 120 of the consolidated finance law states that persons holding more than 3% of the share capital in a share issuer which has Italy as its member state of origin must notify this to the company and to the Consob (Italian securities market authority).

On the basis of Consob (Italian securities market authority) communications, on 7 February 2017 the following investors possessed shareholdings of greater than 2%:

The two banking foundations gained part of their shares due to 2017 absorption of Banca Popolare Commercio e Industria and Banca Regionale Europea into UBI Banca.

Shareholders' agreement

Some of the shareholders also signed shareholders' agreements, represented 17.04% voting rights in 2016.

As at 14 March 2017, "Patto dei Mille" represented 3.001% shares, while rival syndicate "Sindacato Azionisti UBI Banca SpA" represented 13.64% shares; Fondazione Banca del Monte di Lombardia, Fondazione Cassa di Risparmio di Trento e Rovereto and Cattolica Assicurazioni belongs to "Sindacato Azionisti UBI Banca SpA".

The shareholders' agreement made the syndicate was the largest shareholder, followed by Fondazione Cassa di Risparmio di Cuneo and Silchester International Investors.