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Corporate Governance    Rules pursuant to art. 41 and 50-quinquies of the Issuers Regulation

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Corporate governance

Rules pursuant to art. 41 and 50-quinquies of the Issuers Regulation

Voluntary public purchase and exchange offer promoted by Intesa Sanpaolo S.p.A. on all the ordinary shares of Unione di Banche Italiane S.p.A. ("UBI" or "Bank").

 

Pursuant to art. 41, paragraph 2, letter c), of the Issuers' Regulation:

"During the period between the date of the statement referred to in Article 102, subsection 1 of the Consolidated Law and the due date set for payment of the price […] interested parties shall notify CONSOB and the market by the end of the day of transactions carried out, including indirectly or through nominees:

1) of purchase and sale of the financial products subject of the bid, indicating the agreed prices;

2) on derivatives linked to the products subject of the bid, indicating the essential terms."

  

In accordance with Art. 35 of the Issuers’ Regulation, “Interested parties” means “the bidder, the issuer, persons linked to them by relationships of control, companies subject to common control and associate companies, members of their boards of directors and internal control bodies and their general managers, and the shareholders of the bidder or the issuer who are parties to one of the agreements subject to disclosure pursuant to Article 122 of the Consolidated Law in addition to those operating in concert with the bidder or issuer”.

 

Pursuant to art. 50-quinquies, paragraph 7, of the Issuers' Regulation:

“In the period running from the date on which the major thresholds for the purpose of the application of article 108, subsections 1 and 2 and of article 111 of the Consolidated Law and the date specified for payment of the price, articles 41 and 42 shall apply”.

  

In order to notify the Consob and the market of significant transactions, Interested Parties must go through the Bank by sending the form below, duly filled in and signed, to the Corporate Affairs office of UBI Banca (via email to the address affari.societari@ubibanca.it), by 6 p.m. (Italian time) of the day on which the transaction is carried out.

 


 

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