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Corporate governance

Relevant Persons

 

Pursuant to the Internal Dealing Regulation of UBI Banca S.p.A., (i) Significant Persons means collectively, the MAR Significant Persons and CFA Significant Persons and (ii) Persons Closely Associated with Significant Persons collectively, Persons Closely Associated with MAR Significant Persons and Persons Closely Associated with CFA Significant Persons.

 

In particular:

 

MAR Significant Persons:means persons discharging managerial responsibilities, as defined in Art. 3(1)(25) of Regulation (EU) No 596/2014 (MAR), i.e.:

a1) a member of an administrative, management or supervisory body of UBI Banca S.p.A.;

a2) senior managers who, although they are not members of the bodies mentioned above in point a1), have regular access to inside information that concerns UBI Banca S.p.A. either directly or indirectly and hold operational decision-making powers which could affect the future development and prospects of UBI Banca S.p.A.: the General Manager, Deputy General Managers, Chief Operating Officer, Chief Financial Officer, Chief Risk Officer, Chief General Counsel, Chief Commercial Officer, Chief Wealth and Welfare Officer, Chief Lending Officer, Chief Compliance Officer, Chief Audit Executive and Senior officer responsible for the preparation of corporate accounting documents of UBI Banca S.p.A..

 

CFA Significant Persons: means the persons defined in Art. 152-sexies, paragraph 1, letter c), of the Issuers' Regulations adopted by Consob Resolution No. 11971/99 (the Consob Issuers Regulations), i.e. any person who holds an equity investment, calculated pursuant to Art. 118 of the Consob Issuers Regulations, equal to at least 10% of UBI Banca S.p.A.'s share capital, represented by shares with voting rights, and all other persons who control UBI Banca S.p.A..

 

Persons Closely Associated with MAR Significant Persons:

d1) a spouse, or a partner considered to be equivalent to a spouse in accordance with national law;

d2) children, including dependent children of a spouse;

d3) parents and relatives by kinship and by marriage who have shared the same household with MAR Significant Persons for at least one year on the date of the Transaction (as defined in the section 3 of the Internal Dealing Regulation);

d4) a legal person, trust or partnership, (i) the managerial responsibilities of which are discharged by a MAR Significant Person or by a person referred to in the preceding points d1), d2), or d3) or (ii) which is directly or indirectly controlled by a MAR Significant Person or by a person referred to in the preceding points d1), d2), or d3), or (iii) which is set up for their benefit, or (iv) the economic interests of which are substantially equivalent to the interests of a MAR Significant Person or a person referred to in the preceding points d1), d2), or d3).

 

Persons Closely Associated with CFA Significant Persons:

e1) spouses not legally separated, children, including those of a spouse, and, if living with the significant person for at least one year, relatives by kinship and by marriage of CFA Significant Persons;

e2) legal persons, partnerships and trusts in which a CFA Significant Person or one of the persons specified under letter e1) occupies the management function either alone or jointly;

e3) legal persons either directly or indirectly controlled by a CFA Significant Person or one of the persons specified in letter e1);

e4) partnerships the economic interests or which are substantially equivalent to those of a CFA Significant Person or of a person specified in letter e1);

e5) trusts formed for the benefit of a CFA Significant Person or one of the persons specified in the preceding letter e1).