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Statement of the Board of Directors of Unione Di Banche Italiane S.P.A

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Statement of the Board of Directors of Unione Di Banche Italiane S.P.A STATEMENT OF THE BOARD OF DIRECTORS OF UNIONE DI BANCHE ITALIANE S.P.A. pursuant to art. 103, paragraphs 3 and 3-bis, of Legislative Decree 24 February 1998, no. 58, as subsequently amended and integrated, and art. 39 of the CONSOB Regulation adopted with resolution no. 11971 of 14 May 1999, as subsequently amended and integrated, relating to TOTALITARIAN VOLUNTARY EXCHANGE PUBLIC OFFER PROMOTED BY INTESA SANPAOLO SPA pursuant to articles 102 and 106, paragraph 4, of legislative decree 24 February 1998, no. 58, as subsequently amended and integrated NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OF AMERICA, CANADA, JAPAN AND AUSTRALIA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS THIS IS AN ENGLISH COURTESY TRANSLATION OF THE ORIGINAL DOCUMENT PREPARED IN ITALIAN LANGUAGE. IN THE EVENT OF INCONSISTENCIES, THE ORIGINAL ITALIAN VERSION OF THE ISSUER’S STATEMENT SHALL PREVAIL OVER THIS ENGLISH COURTESY TRANSLATION. Milan, 03 July 2020 English courtesy translation for convenience only SUMMARY - This Issuer's Statement includes (i) a summary of the main reasons why the Board of Directors of UBI Banca considers the Offer not convenient for UBI Banca Shareholders from page 1; (ii) the Guide to reading the Issuer's Statement from page 13; (iii) the Tables of Content of the document on page 16, (iv) the assessments of the Board of Directors from page 20, (v) a summary of the assessments of the Board of Directors and the related final considerations in the form of a "Q&A", under Appendix I and (vi) the definitions and the glossary of the terms used, under Appendices II and III, as well as (vii) the opinions of Credit Suisse and Goldman Sachs included, respectively, under Annex A and Annex B. English courtesy translation for convenience only THE BOARD OF DIRECTORS OF UBI BANCA, AFTER CAREFUL EVALUATION OF THE AVAILABLE DOCUMENTATION, ALSO TAKING INTO ACCOUNT THE RISKS AND UNCERTAINTIES HIGHLIGHTED BY ISP IN THE OFFER DOCUMENTATION, BELIEVES THAT THE OPS, NOT AGREED WITH THE ISSUER, IS NOT CONVENIENT FOR UBI BANCA SHAREHOLDERS FOR THE FOLLOWING REASONS: 1. The Offer, not providing for a cash consideration, places the risks associated with the achievement of the Strategic Objectives of the Transaction defined by ISP on UBI Banca Shareholders. The Consideration - represented by an exchange ratio between UBI Shares and ISP Shares - does not adequately remunerate these risks and involves an allocation of value and synergies that are much more favourable for current ISP shareholders. 2. The Consideration expresses a value of UBI Banca that does not reflect its real value and penalises UBI Banca Shareholders compared to ISP shareholders. 3. The UBI Share has high potential for growth in value, also taking into account the growth prospects on a stand-alone basis of UBI Banca represented by the targets of the Updated Business Plan, of its capital solidity and its position as an important player capable of playing a key role in the consolidation process in the banking context of the country. 4. The Offeror’s ability to achieve the Strategic Objectives of the Transaction is uncertain, as it is influenced by multiple and concurrent factors, highlighted by the same ISP in the Registration Document, including uncertainties regarding the completion of the Merger and the transaction for the sale of the Banking Division to BPER and of the Insurance Divisions to UnipolSai under the terms and conditions established by ISP. 5. The shareholders of UBI Banca who do not adhere to the OPS would in any event be protected by the safeguards envisaged by regulations. 6. The Offer is part of a broader strategic plan aimed at strengthening the position of ISP in Italy, through the elimination of a competitor, without actually modifying ISP’s European positioning. The OPS is also counterproductive for UBI Banca stakeholders as it would allow ISP to create a dominant leadership position in Italy, which would be anomalous among the major European countries and potentially harmful to the economic and social fabric of the territories in which UBI Banca operates. ISP defines the risk that the Strategic Objectives of the Transaction and the Forecast Data, namely the income targets and the dividend flows announced and “promised” to UBI Banca shareholders “may not be achieved” as being of "high” significance and having a "high” probability of occurrence. The assessments of the Board of Directors of UBI Banca on the non-congruity of the Consideration are set out in Section 4 of the Issuer's Statement. 1 English courtesy translation for convenience only IN MORE DETAIL, WITH REGARD TO EACH OF THE REASONS INDICATED ON THE PREVIOUS PAGE, THE BOARD OF DIRECTORS OF UBI BANCA NOTES THAT: 1. The Offer, not providing for a cash consideration, places the risks associated with the achievement of the Strategic Objectives of the Transaction defined by ISP on UBI Banca Shareholders. The Consideration - represented by an exchange ratio between UBI Shares and ISP Shares - does not adequately remunerate these risks and involves an allocation of value and synergies that are much more favourable for current ISP shareholders a. The profit targets and dividend flows envisaged by ISP must be carefully evaluated, for the following reasons: . ISP revised downwards and by very significant amounts - even before, and regardless of, the onset of the COVID-19 pandemic - the profit targets and dividend flows announced to the market and, lastly, changed the methods of representation of the extent of future dividends. Therefore, the uncertainty appears evident regarding the profit targets and dividend flows proposed by ISP and, therefore, the benefits achievable by the Shareholders of UBI Banca who adhered to the OPS; . the ISP dividend flow in recent years has also been significantly due to extraordinary transactions, which by their nature cannot be repeated in perspective. Moreover, a significant part of ISP revenues is linked to particularly volatile activities related to market trends such as trading (11% of ISP revenues in 2019 and 20% in the first quarter of 2020), which, by their very nature, could generate an unstable and constant flow of revenues over time; . following the promotion of the OPS and the spread of the pandemic from COVID-19, ISP did not update its business plan, merely communicating the expected profit, without providing a specific and full disclosure on the underlying assumptions and on the economic and equity components and the Regulatory Capital on the basis of which this result was determined. In addition, in the Registration Document ISP declares its intention to approve "the business plan relating to the entity resulting from the integration of the UBI Group into the ISP Group [...] within the first months of 2022)"1; . When analysing the income targets presented by ISP to the market before and after the announcement of the OPS, it appears clear that the integration with UBI Banca is a necessary condition for ISP to at least partially achieve the original objectives of the ISP 2018-2021 business plan, considering, among other things, the significance of the contribution of UBI Banca to the result of the 2021-2022 annual operating result of the combined entity2; on the contrary, UBI Banca does not need this transaction to achieve the objectives set in its Updated Business Plan; and 1See Part A, Paragraph A.1.1, of the Registration Document. 2 As indicated by ISP itself, in fact, the contribution of UBI Banca to the result of the combined entity's 2021-2022 annual operating result would represent on average up to 11.5%, taking into account that this amount, among other things, is net of the contribution that would be transferred to third parties as a consequence of the economic effects of the sale of the Banking Division, of the Additional UBI Branches and of the Insurance Divisions (in this regard, it should be noted that the operating result relating to the Banking Division and the Additional UBI Branches, based on what is indicated in Part B, Paragraph 5.1.6.1 of the Registration Document, corresponds to approximately 3% of the 2019 aggregate operating 2 English courtesy translation for convenience only For further information, refer to Section 2, Paragraph 2.1.1, of the Issuer’s Statement. b. The OPS provides for an allocation of value and synergies among shareholders that favours the current ISP shareholders and penalises UBI Banca Shareholders . As a result of the exchange between UBI Shares and ISP Shares, UBI Banca Shareholders would hold a marginal share in the capital of ISP (equal to approximately 10%), with a consequent limited participation in the value and synergies envisaged by the Offeror, achievable only thanks to the business combination with UBI Banca. Indeed, with respect to the synergies estimated by ISP, whose net present value is estimated, net of integration costs, at approximately € 3.2 billion3, on the basis of the exchange ratio between UBI Shares and ISP Shares referred to in the Consideration, UBI Banca Shareholders would be paid a value of only around € 320 million, even if the synergies are largely achievable through the business combination between ISP and UBI Banca. For further information, refer to Section 2, Paragraph 2.1.2, of the Issuer’s Statement. 2. The Consideration expresses a value of UBI Banca that does not reflect its real value and penalises UBI Banca Shareholders compared to ISP shareholders a. The OPS is not financially advantageous, since: . the Consideration is not congruous from a financial point of view, considering, as illustrated in Section 4 of the Issuer’s Statement, the failure to pay to UBI Banca Shareholders: (i) the contribution made to the overall value of the combined entity; and (ii) an adequate value of the synergies envisaged by ISP; and .
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