Joint Press Release - Extraordinary Transactions

With reference to the extraordinary transactions announced today, providing for: 

(i) the promotion by Intesa Sanpaolo S.p.A. (“Intesa”) of a non pre-arranged voluntary public exchange offer for all the shares of UBI Banca S.p.A. (the “public exchange offer”);

(ii) once the public exchange offer has been successfully concluded, the acquisition by BPER Banca S.p.A. (“BPER” or the “Bank”) of a company division comprising bank branches and related assets, liabilities and legal relations (the “Banking Division”),

UnipolSai Assicurazioni S.p.A. signed an agreement with Intesa for the subsequent acquisition, directly or through a subsidiary, of company divisions relating to one or more insurance companies that UBI Banca currently has stakes in (BancAssurance Popolari S.p.A., Lombarda Vita S.p.A. and Aviva Vita S.p.A.), comprising the life insurance policies taken out by the Banking Division customers and related assets, liabilities and legal relations (the “Insurance Divisions”).

UnipolSai Assicurazioni and Intesa will define the Insurance Divisions and their subsequent transfer as soon as access can be obtained to the data and information of BancAssurance Popolari, Lombarda Vita and Aviva Vita, also in accordance with prevailing law, and subject to certain conditions being met, including accomplishment of the transactions described in paragraphs (i) and (ii) above and the gaining control of Lombarda Vita and Aviva Vita by UBI Banca. The BancAssurance Popolari Insurance Division, already fully held by UBI Banca, may be transferred in any case, regardless of whether the other Insurance Divisions are sold. The consideration for the transfer of the Insurance Divisions will be calculated on the basis of the same measurement criteria used to calculate the price paid by UBI Banca to gain potential control of Lombarda Vita and Aviva Vita, and with regard to the BancAssurance Popolari Insurance Division, on the basis of its asset value. 

With regard to the decisions made by the Board of Directors of BPER regarding the acquisition of the Banking Division and the consequent capital increase of the Bank for a maximum amount of €1,000,000,000 (the “Capital Increase”) to give it the resources needed to carry out the transaction and keep the capital ratios in line with those recorded on 31 December 2019, the Unipol Group and UnipolSai Assicurazioni, approving said acquisition for the BPER Group, informed the applicable Bank bodies of their approval and willingness to subscribe to their portion of the Capital Increase.