Ubi Banca Spa
(This English version is a courtesy translation from the Italian original document which remains the definitive version) REPORT ON CORPORATE GOVERNANCE AND THE OWNERSHIP STRUCTURE OF UBI BANCA SPA in accordance with Art.123 -bis of the Consolidated Finance Act Website: www.ubibanca.it Year 2016 Date: 9 th February 2017 1 Report on corporate governance and the ownership structure CONTENTS GLOSSARY INTRODUCTION 1. PROFILE OF THE ISSUER 2. INFORMATION ON THE OWNERSHIP STRUCTURE (pursuant to Art. 123 bis , paragraph 1 of the Consolidated Finance Act) a) Structure of the share capital (pursuant to Art. 123 bis, paragraph 1, letter a) of the Consolidated Finance Act) b) Restrictions on transfer of securities (pursuant to Art. 123 - bis, paragraph 1, letter b) of the Consolidated Finance Act) c) Significant investments in share capital (pursuant to Art. 123-bis, paragraph 1, letter c) of the Consolidated Finance Act) d) Instruments which grant special rights (pursuant to Art. 123-bis, paragraph 1, letter d) of the Consolidated Finance Act) e) Employee shareholdings: exercise of voting rights (pursuant to Art. 123-bis , paragraph 1, letter e) of the Consolidated Finance Act) f) Restrictions on voting rights (pursuant to Art. 123-bis, paragraph 1, letter f) of the Consolidated Finance Act) g) Shareholders' agreements known to UBI Banca in accordance with Art. 122 of the Consolidated Finance Act (pursuant to Art. 123 bis, paragraph 1, letter g) of the Consolidated Finance Act) h) Change of control clauses (pursuant to Art. 123 bis, paragraph 1, letter h) of the Consolidated Finance Act) and articles of association provisions concerning public tender offers to purchase (pursuant to Art.
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