UBI Banca

Transcription

UBI Banca

MANAGEMENT REPORT
UBI Banca: Principal figures and indicators 1
3 1.12.20 07
pro -fo rma
3 1.12.20 08
STRUCTURAL INDICATORS
Net lending to customers/total assets
16,9%
19,8%
Funding from customers/total liabilities
32,2%
33,7%
Net lending to customers/funding from customers
52,4%
58,6%
Equity (including profit for the year)/total liabilities
16,7%
21,1%
ROE (P rofit for the year/equity excluding profit for the year)
0,2%
8,1%
ROE net of non-recurring items
4,3%
7,3%
ROA (P rofit for the year/total assets)
0,04%
1,6%
T he cost/income ratio (operating expenses/operating income)
58,9%
42,0%
T he cost/income ratio net of non-recurring items
54,9%
42,9%
Dividends/operating income
141,3%
83,4%
Staff costs/operating income
24,8%
19,6%
T ier 1 ratio (tier 1 capital/total risk w eighted assets)
45,89%
29,33%
T otal capital ratio (supervisory capital+tier 3/total risk w eighted assets)
64,25%
PROFIT INDICATORS
CAPITAL RATIOS (De c e m be r 2008 "B a s e l 2"; De c e m be r 2007 "B a s e l 1")
Supervisory capital (in tho us a nds o f e uro )
13.655.979
of which: T ier 1 capital after the application of prudential filters and specific deductions
Risk w eighted assets (in tho us a nds o f e uro )
38,98%
13.547.802
9.753.795
10.196.177
21.253.805
34.759.268
BAL ANCE SHEET FIGURES (in tho us a nds o f e uro ), OPERATING AND STRUCTURAL
Net loans to customers
of which: net non-performing loans
net impaired loans
10.446.768
10.266.957
849
913
-
-
Direct funding from customers
19.942.079
17.529.719
Shareholders’ equity (excluding profit for the year)
10.334.796
10.141.731
T otal assets
61.983.318
51.981.893
Branches in Italy (number)
Human resources totals (employees + temps) (number)2
2
3
1.566
1.493
1 The indicators have been calculated using the reclassified figures contained in the section “The 2008 and 2007 Reclassified financial
statements (proforma) and reconciliations”.
Information on the share is given in the relative section of this management report.
2 Totals for human resource numbers are stated net of transfers on secondment (to and from) other companies in the Group in relation
to the significant number of staff working on transfer from UBI Banca at other Group companies and at UBI.S in particular ( (914 at
the end of 2008 and 1.072 in 2007). The figure stated therefore represents the number of staff actually employed at UBI Banca to
perform the activities of the Parent Bank.
473
UBI Banca S.c.p.A
The 2008 and 2007 (pro-forma) reclassified
financial statements and reconciliations
Notes on the financial statements
The mandatory financial statements prepared on the basis of Bank of Italy Circular No. 262 of
22nd December 2005 and subsequent amendments and additions incorporate the balance
sheet and income statement figures for the former Banca Lombarda e Piemontese from 1st
April 2007, the date on which the merger took effect.
In order to allow a uniform comparison of the performance of UBI Banc Scpa, pro-forma
reclassified financial statements have therefore been prepared as at 31st December 2007,
which include the figures relating to the former BLP Group for the full year 2007 and they
consequently contain the results for a full 12 month period, rather than nine months from 1st
April -31st December 2007.
No pro-forma restatement was made for the figures to 31st December 2007 with regard to the
contribution by UBI Banca of service and support operations to UBI.S, which took effect from
1st October 2007. The items relating to those operations could not be stated proforma, because
they cannot be identified with accuracy. Consequently the figures for the two years are not
perfectly comparable.
The reclassified balance sheets (and also the mandatory statements) as at 31st December 2007
were affected by a reclassification of repurchase and reverse repurchase agreements with an
institutional counterparty from the item “net interbank position” to the item “amounts due
to/from customers”, which affected the related items in the income statements. This
reclassification was necessary in order to align the classification of this counterparty in the
former BL and BPU IT systems.
In compliance with the international accounting standard IFRS 3, in the financial statements
for 2007, the cost of acquisition (at the date of acquisition itself, amounting to 4,1 billion euro)
was recognised in both the reclassified and the mandatory balance sheets by allocating it to
the fair value of the assets (3,5 billion euro to equity investments) and liabilities of the merged
bank, while maintaining the residual components within goodwill (approximately 570 million
euro)1.
The reclassified income statements include, in turn, the impact of the purchase price
allocation, which was positive for UBI Banca by 3,5 million euro (a little more than 1 million
euro in 2007).
The following rules have been applied to the reclassified statements to allow a vision that is
more consistent with a management accounting style:
- the tax recoveries recognised under item 190 of the mandatory income statement (other operating
income/(expenses) were reclassified as a reduction in indirect taxes included within other administrative expenses;
-
the item net impairment losses on property, plant and equipment and intangible assets includes items 170 and
180 in the mandatory financial statements and the instalments relating to the depreciation of costs incurred for
improvements to third party assets classified under item 190;
-
integration costs include leaving incentive plan expenses, the write-off of hardware and software (2007),
consultancy costs and promotional and training expenses (2007), recognised within staff costs, net impairment
losses on property, plant and equipment and intangible assets and other administrative expenses respectively.
The reconciliation of the items in the reclassified financial statements with the figures in the
mandatory financial statements, prepared on the basis of Bank of Italy Circular No. 262 of
1 An analysis of the method adopted and details of the purchase price allocation to the assets and liabilities of the
merged bank is given in the 2007 Annual Report in the Notes to the Financial Statements, Part G – Business
combinations concerning companies or lines of business, which may be consulted.
474
UBI Banca S.c.p.A
22nd December 2005, has been facilitated, on the one hand, with the insertion in the margin
against each item of the corresponding number of the item in the mandatory financial
statements with which it is reconciled and, on the other hand, with the preparation of specific
reconciliation schedules.
The comments on the performance of the main balance sheet and income statement items
have been made on the basis of the reclassified financial statements and the pro-forma
reclassified financial statements for the comparison periods.
In order to facilitate analysis of the UBI Banca’s performance and in compliance with CONSOB
Communication No. DEM/6064293 of 28th July 2006, a special schedule has been included in
the reclassified financial statements to show the impact on earnings only of the principal nonrecurring events and items – the relative effects on capital and cash flow not being
significant, because they are closely linked – which are summarised as follows:
full year 2008
- integration costs resulting from the merger between the former BLP and the former BPU;
- gains on the disposals of a portion of the interest in UBI Pramerica and on the interest held in Key
-
Client (formerly CIM Italia) and in Centrale Bilanci; losses on the disposal of interests held in UBI
Sistemi e Servizi and in other Group member companies; impairment of the interest held in UBI
CentroSystem;
impairment of some AFS equity investments (Intesa Sanpaolo, London Stock Exchange, A2A);
index-linked policies purchased by customers with underlying securities issued by Icelandic banks
now in default;
effects of the Lehman Brothers and Bernard Madoff affairs;
benefits resulting from tax redemptions on non accounting deductions (Section EC of the income tax
return) and from the tax recognition of goodwill;
full year 2007
- integration costs resulting from the merger transaction (leaving incentives and other expenses
-
-
including an estimate of write-offs for software and hardware to be abandoned);
reform of supplementary pensions;
impairment of the indirect investment in HRS-Help Rental Service (put into liquidation in July 2007);
an endowment to the Marches Foundation; the non recoverability within the tax consolidation of the
prior year tax losses of the former Banca Lombarda e Piemontese Spa relating to the first quarter of
2007;
gain on Borsa Italiana share exchange;
benefit resulting from adjustments to deferred taxes to bring them into line with the new tax rates
introduced by the 2008 Finance Act.
475
UBI Banca S.c.p.A
Reclassified balance sheet
31.12.2007
pro-forma
31.12.2008
Figures in thousands of euro
Changes
% change
ASSETS
10.
Cash and cash equivalents
20.
Financial assets held for trading
246.460
66.812
179.648
2.424.111
2.753.772
-329.661
30.
Financial assets at fair value
40.
50.
60.
-12,0%
460.157
981.148
-520.991
-53,1%
Available-for-sale financial assets
2.767.513
2.060.909
706.604
34,3%
Held-to-maturity financial assets
1.620.567
1.244.574
375.993
30,2%
Loans to banks
29.298.338
19.708.390
9.589.948
48,7%
70.
Loans to customers
10.446.768
10.266.957
179.811
1,8%
80.
Hedging derivatives
72.787
48.975
23.812
48,6%
100.
Equity investments
11.909.207
11.606.918
302.289
2,6%
110.
Property, plant and equipment
677.218
678.205
-987
-0,1%
120.
Intangible assets
596.756
588.673
8.083
1,4%
of which: goodwill
569.058
569.694
-636
-0,1%
130.
Tax assets
593.405
528.085
65.320
12,4%
140.
Non-current assets and disposal groups held for sale
13.931
43.866
-29.935
-68,2%
150.
Other assets
Total assets
268,9%
856.100
1.404.609
-548.509
-39,1%
61.983.318
51.981.893
10.001.425
19,2%
LIABILITIES AND SHAREHOLDERS’ EQUITY
10.
Due to banks
28.732.515
20.505.577
8.226.938
40,1%
20.
Due to customers
5.813.895
2.872.466
2.941.429
102,4%
30.
Securities issued
14.128.184
14.657.253
-529.069
-3,6%
40.
Financial liabilities held for trading
1.222.187
842.341
379.846
45,1%
60.
Hedging derivatives
80.
Tax liabilities
74.820
54.001
20.819
38,6%
411.849
606.326
-194.477
-32,1%
100.
Other liabilities
1.186.374
1.421.759
-235.385
-16,6%
110.
Staff severance provision
44.483
51.037
-6.554
-12,8%
120.
Provisions for liabilities and charges:
10.329
8.993
1.336
14,9%
-
-
-
10.329
8.993
1.336
10.334.796
10.141.731
193.065
1,9%
23.886
820.409
-796.523
-97,1%
61.983.318
51.981.893
10.001.425
19,2%
a) pension and similar obligations
b) other provisions
130.+160.
+170.+180.
200.
Share capital, share premiums and reserves
Profit for the year
Total liabilities and shareholders’ equity
476
14,9%
UBI Banca S.c.p.A
Reclassified quarterly balance sheets
31st December
2008
30th September
2008
30th June 2008
31st March 2008
31st December
2007
pro-forma
30th September
2007
pro-forma
30th June
2007
pro-forma
31st March
2007
pro-forma
ASSETS
10.
Cash and cash equivalents
20.
246.460
132.865
89.797
91.149
66.812
47.459
53.231
48.929
2.424.111
1.434.756
2.017.122
1.877.525
2.753.772
3.600.766
5.341.853
4.474.151
30.
40.
460.157
993.918
1.195.485
1.116.263
981.148
983.750
1.889.981
2.625.374
2.767.513
2.456.359
2.132.791
2.295.688
2.060.909
1.487.837
1.247.385
1.274.585
50.
1.620.567
1.385.990
1.391.788
1.251.495
1.244.574
1.247.263
1.240.169
1.319.212
60.
Loans to banks
29.298.338
29.119.495
27.526.361
24.042.535
19.708.390
19.165.814
21.201.983
17.659.910
7.439.380
70.
Loans to customers
10.446.768
9.028.611
9.222.305
8.913.116
10.266.957
8.961.847
8.478.901
80.
Hedging derivatives
72.787
51.520
25.396
23.270
48.975
57.233
28.508
34.726
100.
Equity investments
11.909.207
11.714.899
11.709.110
11.706.993
11.606.918
11.540.925
11.484.117
11.472.535
110.
Property, plant and equipment
677.218
650.909
659.019
668.078
678.205
685.483
695.735
712.451
120.
Intangible assets
596.756
572.576
576.559
582.304
588.673
596.850
611.495
614.695
of which: goodwill
569.058
569.058
569.058
569.058
569.694
569.694
578.294
569.694
130.
Tax assets
593.405
327.706
277.708
558.671
528.085
315.471
290.307
376.403
140.
Non-current assets and disposal groups held for sale
13.931
13.687
13.687
13.697
43.866
15.278
8.065
14.793
150.
Other assets
856.100
1.292.782
1.297.100
1.578.986
1.404.609
893.649
839.603
926.368
61.983.318
59.176.073
58.134.228
54.719.770
51.981.893
49.599.625
53.411.333
48.993.512
18.409.305
Total assets
LIABILITIES AND SHAREHOLDERS’ EQUITY
10.
Due to banks
28.732.515
28.892.512
26.641.509
23.902.524
20.505.577
17.706.494
22.178.367
20.
Due to customers
5.813.895
3.292.222
3.788.211
2.763.751
2.872.466
3.481.325
2.271.058
2.092.796
30.
Securities issued
14.128.184
14.108.477
14.567.300
14.306.376
14.657.253
15.066.538
15.241.039
15.339.933
40.
1.222.187
633.666
831.400
708.317
842.341
811.056
1.168.412
907.044
60.
Hedging derivatives
74.820
58.604
70.276
45.845
54.001
41.089
68.800
38.277
80.
Tax liabilities
411.849
446.489
349.267
734.640
606.326
598.316
508.711
627.923
100.
Other liabilities
1.186.374
1.011.153
1.056.770
1.449.021
1.421.759
892.239
881.931
824.526
110.
Staff severance provision
44.483
45.115
44.197
47.873
51.037
52.938
54.136
59.705
120.
Provisions for liabilities and charges:
10.329
16.191
16.045
9.564
8.993
56.742
55.832
11.850
-
-
-
-
-
-
-
-
10.329
16.191
16.045
9.564
8.993
56.742
55.832
11.850
10.334.796
10.066.367
10.060.756
10.807.780
10.141.731
10.146.295
10.165.110
10.699.520
23.886
605.277
708.497
-55.921
820.409
746.593
817.937
-17.367
61.983.318
59.176.073
58.134.228
54.719.770
51.981.893
49.599.625
53.411.333
48.993.512
a) pension and similar obligations
b) other provisions
130.+160.+170.+180. Share capital, share premiums and reserves
200.
Profit for the year / period
Total liabilities and shareholders’ equity
477
UBI Banca S.c.p.A
Reclassified income statement
31.12.2008
31.12.2007
pro-forma
Changes
% change
Figures in tho usands of euro
(250.789)
(195.803)
54.986
28,1%
904.355
972.298
(67.943)
(7,0% )
13.174
19.181
(6.007)
(31,3% )
(192.843)
64.015
(256.858)
n.s.
166.203
305.474
(139.271)
(45,6% )
Operating income
640.100
1.165.165
(525.065)
(45,1%)
150.a
Staff costs
(158.803)
(228.572)
(69.769)
(30,5% )
150.b
Other administrative expenses
Net impairment losses on property, plant and equipment and
(156.396)
(191.641)
(35.245)
(18,4% )
intangible assets
(61.617)
(68.838)
(7.221)
(10,5% )
Operating costs
(376.816)
(489.051)
(112.235)
(22,9%)
263.284
676.114
(412.830)
(61,1%)
(4.400)
(1.192)
3.208
269,1%
(496.077)
(5.927)
490.150
n.s.
Net provisions for liabilities and charges
(1.733)
(3.742)
(2.009)
(53,7% )
P rofits (loss) from disposal of equity investments
17.542
(44)
17.586
n.s.
10.-20.
70.
40.-50.
80.+90.
+100.+110.
190.
170.+180.
Net interest income
Dividends and similar income
Net commission income
Net income from trading, hedging and disposal/repurchase activities
and from assets/liabilities at fair value
Other operating income / (expense)
Net operati ng i ncome
130.a
130.b+c+d
160.
210.+240.
Net impairment losses on loans
Net impairment losses on other assets/liabilities
Profi t (l oss) on conti nui ng operati ons before tax
290.
(221.384)
665.209
(886.593)
T axes on income for the period for continuing operations
271.431
222.014
49.417
22,3%
Integration costs
(26.161)
(66.736)
(40.575)
(60,8% )
of which: staff costs
(15.349)
(52.019)
(36.670)
(70,5%)
(20.626)
(24.779)
(4.153)
(16,8%)
other administrative expenses
n.s.
net impairment losses on property, plant and equipment and
intangible assets
taxes
280.
After tax profit (loss) from discontinued operations
Profi t for the year
478
(109)
(26.854)
(26.745)
(99,6%)
9.923
36.916
(26.993)
(73,1%)
-
(78)
78
(100,0% )
23.886
820.409
(796.523)
(97,1%)
UBI Banca S.c.p.A.
Quarterly reclassified income statements
2008
Figures in tho us ands o f euro
10.-20.
70.
40.-50.
80.+90.
+100.+110.
190.
Net interest income
4th Quarte r
3 rd Qua rte r
2007
2 nd Qua rte r
4 th Qua rte r
pro -fo rma
1s t Quarte r
3 rd Qua rte r
pro -forma
2nd Quarte r
pro-fo rma
1s t Qua rte r
pro -fo rma
(64.784)
(73.183)
(62.220)
(50.602)
(56.604)
(48.863)
(46.725)
(43.611)
1.151
1.285
870.280
31.639
1.285
195
942.921
27.897
3.677
2.748
2.213
4.536
5.247
5.860
3.725
4.349
(135.852)
(32.378)
14.157
(38.770)
26.247
(5.006)
24.505
18.269
22.867
46.997
45.771
50.568
48.298
85.941
85.010
86.225
Net income from trading, hedging and disposal/repurchase activities and from
assets/liabilities at fair value
Other operating income / (expense)
(172.941)
(54.531)
870.201
(2.629)
24.473
38.127
1.009.436
93.129
150.a
Operating income
Staff costs
(40.990)
(36.032)
(42.162)
(39.619)
(37.246)
(61.995)
(61.443)
(67.888)
150.b
(41.276)
(35.321)
(40.863)
(38.936)
(55.378)
(43.823)
(47.211)
(45.229)
170.+180.
Net impairment losses on property, plant and equipment and intangible assets
(14.965)
(14.487)
(16.087)
(16.078)
(13.908)
(18.539)
(19.100)
(17.291)
Operating costs
(97.231)
(85.840)
(99.112)
(94.633)
(106.532)
(124.357)
(127.754)
(130.408)
(270.172)
(140.371)
771.089
(97.262)
(82.059)
(86.230)
881.682
(37.279)
(4.917)
357
46
114
(1.496)
262
3
39
Net operating income
130.a
130.b+c+d
160.
210.+240.
Net impairment losses on other assets and liabilities
(495.541)
(351)
(159)
(26)
507
(6.412)
(12)
(10)
(1.129)
772
945
(2.321)
(1.616)
(751)
(685)
(690)
P rofits (loss) from disposal of equity investments
(1.331)
522
(5.157)
23.508
174
(77)
(131)
(10)
(773.090)
(139.071)
766.764
(75.987)
(84.490)
(93.208)
880.857
(37.950)
199.701
41.649
3.370
26.711
173.481
24.273
3.677
20.583
(8.002)
(5.798)
(5.716)
(6.645)
(15.121)
(2.385)
(49.230)
-
-
-
-
-
(54)
(24)
-
-
(581.391)
(103.220)
764.418
(55.921)
73.816
(71.344)
835.304
(17.367)
Profit (l oss) on continuing operations before tax
290.
T axes on income for the period for continuing operations
Integration costs
280.
After tax profit (loss) from discontinued operations
Profit (l oss) for the period
479
UBI Banca S.c.p.A.
Reclassified income statement net of the most significant non-recurring items
Non-recurring items
31.12 .2 008
No n-recurring items
Impairment o f
AFS equity
Dis po sal /
inves tments
Default o f
impairment of
(Intes a
Icelandic banks
equity investments
Sanpaolo, LSE,
A2A)
Integratio n
co s ts
Tax redemption EC
s ectio n and tax
realignment on
goodwill
Madoff /
Lehman
31.12 .2 007
pro-fo rma
HRS adjustment,
net o f nonMarches
Impact of
Tax adjus tments recurring items
Fo undatio n
reform of
Bors a Italiana gain for 2008 Finance
Other co s ts
s upplementary endowment, former
Act
and IT system
B
BL tax los s in 1s t Qtr
pens ions
write-offs
2007
Integration cos ts
31.12.20 08
net of nonrecurring items
31.12.200 7
pro-fo rma
Leaving
incentives
A
Changes
A-B
Changes %
A/ B
Figures in thous ands of euro
Net interest income
(250.789)
(250.789)
(195.803)
(195.803)
54.986
904.355
904.355
972.298
972.298
(67.943)
28,1%
(7,0% )
13.174
13.174
19.181
19.181
(6.007)
(31,3%)
Net income from trading, hedging and
disposal/repurchase activities and from
assets/liabilities at fair value
Other net operating income / (expenses)
(192.843)
(15.220)
61.689
166.203
-
(15.220)
-
-
61.689
-
(146.374)
64.015
166.203
305.474
Operati ng income
640.100
686.569
1.165.165
Staff costs
(158.803)
(158.803)
(228.572)
(156.396)
(156.396)
(191.641)
(20.239)
6.645
-
-
-
6.645
(20.239)
-
(5.499)
43.776
(190.150)
n.s.
312.119
(145.916)
(46,8%)
1.151.571
(465.002)
(40,4%)
(234.071)
(75.268)
(32,2%)
(191.641)
(35.245)
(18,4%)
Net impairment losses on property, plant and
equipment and intangible assets
Operati ng costs
Net operati ng i ncome
Net impairment losses on other assets/liabilities
(61.617)
(68.838)
(68.838)
(7.221)
(10,5%)
(376.816)
(61.617)
-
-
-
-
-
-
(376.816)
(489.051)
-
-
(5.499)
-
-
-
(494.550)
(117.734)
(23,8%)
263.284
-
(15.220)
-
-
61.689
-
309.753
676.114
-
-
(5.499)
6.645
(20.239)
-
657.021
(347.268)
(52,9%)
427
(1.192)
(1.192)
1.619
n.s.
(7.936)
(5.927)
(352)
7.584
n.s.
(233)
(3.742)
(3.742)
(3.509)
(93,8%)
2.552
(44)
(44)
2.596
n.s.
(4.400)
4.827
(496.077)
(1.733)
Profits (loss) from disposal of equity investments
17.542
Profi t (l oss) on continui ng operati ons before
tax
(221.384)
488.141
1.500
(14.990)
-
(30.210)
488.141
1.500
66.516
-
304.563
665.209
8.239
(28.707)
(413)
(18.292)
(95.247)
5.575
-
-
(5.499)
12.220
(20.239)
-
651.691
(347.128)
(53,3%)
1.815
5.222
1.069
(142.318)
Taxes on income for the period for continuing
operations
271.431
137.011
222.014
87.802
49.209
56,0%
Integration costs
(26.161)
26.161
-
(66.736)
33.705
33.031
-
-
-
of which: staff costs
(15.349)
15.349
-
(52.019)
50.306
1.713
-
-
-
(20.626)
20.626
-
(24.779)
24.779
-
-
-
other administrative expenses
net impairment losses on property, plant and
equipment and intangible assets
taxes
(109)
109
-
(26.854)
9.923
(9.923)
-
36.916
26.854
-
-
-
(16.601)
(20.315)
-
-
-
33.705
33.031
After tax profit (loss) from discontinued
operations
Profi t for the year
23.886
26.161
(21.971)
459.434
1.087
48.224
(95.247)
-
(78)
441.574
820.409
480
(3.684)
17.442
(19.170)
(142.318)
(78)
78
100,0%
739.415
(297.841)
(40,3%)
UBI Banca S.c.p.A.
Reconciliation schedule to 31st December2008
RECLASSIFIED IN COM E STATEM EN T
Ite ms
10.-20.
70.
40.-50.
80.+90.+
100.+110.
190.
3 1s t De c e mbe r
2008
S e pa ra te
ma nda to ry
fina nc ia l
s ta te me nt
Net interes t inco me
Dividends and s imilar inco me
Net co mmis s io n inco me
Net inco me fro m trading, hedging and dis po s al/repurchas e activities and fro m
as s ets /liabilities at fair value
Integratio n
co s ts
Tax reco veries
(250.789)
904.355
13.174
13.174
(192.843)
166.082
6 3 9 .9 7 9
(109)
-
Staff co s ts
(174.152)
15.349
150.b
Other adminis trative expens es
(177.131)
20.626
Net impairment lo s s es o n pro perty, plant and equipment and intangible as s ets
(61.496)
Ope ra ting c o s ts
Ne t o pe ra ting inc o me
130.b+c+d
160.
210.+240.
Net impairment lo s s es o n lo ans
(10 9 )
230
230
166.203
6 4 0 .10 0
(158.803)
109
109
(156.396)
(230)
(61.617)
(4 12 .7 7 9 )
3 6 .0 8 4
10 9
(2 3 0 )
(3 7 6 .8 16 )
2 2 7 .2 0 0
3 6 .0 8 4
-
-
2 6 3 .2 8 4
(4.400)
(4.400)
(496.077)
(496.077)
Net pro vis io ns fo r liabilities and charges
(1.733)
(1.733)
P ro fits (lo s s ) fro m dis po s al o f equity inves tments
17.542
Net impairment lo s s es o n o ther as s ets /liabilities
P ro fit (lo s s ) o n c o ntinuing o pe ra tio ns be fo re ta x
290.
Re c la s s ifie d
fina nc ia l
s ta te me nt
904.355
(192.843)
Other net o perating inco me / (expens es )
Ope ra ting inc o me
130.a
Deprec. fo r
impro vem-ents
to leas ed
as s ets
(250.789)
150.a
170.+180.
3 1s t De c e mbe r
2008
Recl assifications
(2 5 7 .4 6 8 )
Taxes o n inco me fo r the perio d fo r co ntinuing o peratio ns
281.354
Integratio n co s ts
P ro fit fo r the ye a r
2 3 .8 8 6
481
17.542
3 6 .0 8 4
-
-
(2 2 1.3 8 4 )
(9.923)
271.431
(26.161)
(26.161)
-
-
-
2 3 .8 8 6
UBI Banca S.c.p.A.
Reconciliation schedule to 31st December 2007
RECLASSIFIED INCOM E STATEM ENT
Ite ms
Figures in thous ands of euro
10.-20.
70.
40.-50.
Net interes t inco me
Dividends and s imilar income
Net commis s ion inco me
80.+90.+ Net income from trading, hedging and dis pos al/repurchas e activities and fro m
100.+110. as s ets /liabilities at fair value
190.
Other net o perating income / (expens es )
Ope ra ting inc o me
31s t
De c e mbe r
2 00 7
pro -fo rma e ffe c t
s e pa rate
manda to ry
fina nc ia l
s ta te me nt
1s t Quarter
2007 Banca P P A effect
Lo mbarda e 1s t Q. 2007
P iemontes e
integratio n
cos ts
456
(195.803)
183
-
972.298
17.840
1.341
-
19.181
50.889
13.126
-
297.557
8.058
4 56
-
-
52.019
150.b
Other adminis trative expens es
(207.410)
(9.380)
-
24.779
Ne t o pe rating inc o me
130.b+c +d Net impairment los s es o n other as s ets /liabilities
160.
Net provis io ns fo r liabilities and charges
210.+240. P rofits (lo s s ) from dis pos al o f equity inves tments
P ro fit (lo s s ) o n c o ntinuing o pe ra tio ns be fo re tax
290.
Taxes on inco me fo r the period fo r co ntinuing o peratio ns
Integratio n cos ts
280.
After tax pro fit (lo s s ) from dis co ntinued o perations
P ro fit fo r the ye a r
1.15 4.215
10 .6 35
64.015
(11.668)
Net impairment los s es o n loans
re c la s s ifie d
fina nc ia l
s ta te me nt
(12.073)
(268.923)
130.a
Deprec. fo r
improvements to
leas ed
as s ets
972.115
Staff cos ts
Ope ra ting c o s ts
tax
reco veries
(184.186)
150.a
170.+180. Net impairment los s es o n pro perty, plant and equipment and intangible as s ets
31s t
De c e mbe r
20 0 7 pro fo rma
recl assifications
(370)
229
305.474
(3 70 )
22 9
1.16 5 .165
(228.572)
370
26.854
(191.641)
(94.983)
(452)
(28)
(229)
(68.838)
(57 1.316 )
(2 1.50 0)
(2 8)
10 3.6 52
3 70
(2 29 )
(4 89 .0 51)
58 2 .89 9
10 3.6 52
-
-
67 6.114
(10.86 5)
4 28
(1.208)
16
-
(1.192)
(5.927)
0
-
(5.927)
(3.732)
(10)
-
(3.742)
(22)
(22)
-
57 2.010
(10.8 8 1)
4 28
255.849
3.244
(163)
(36.916)
222.014
-
-
-
(66.736)
(66.736)
(78)
-
-
82 7.78 1
(7.63 7)
2 65
482
(44)
10 3.6 52
-
-
6 65 .20 9
(78)
-
-
-
8 20 .40 9
UBI Banca S.c.p.A.
UBI Banca – organisation chart
UBI Banca Scpa is a co-operative bank listed on the stock exchange, the parent of the banking
group of the same name, with a federal, polyfunctional and integrated organisational model
and market focused product range.
Within this organisation, the federated Network Banks – each focused on their own
geographical areas where they benefit from strong roots in local communities and are
responsible for business with their customers – operate with the assistance and support of
product companies and of a Parent Bank with duties of management, co-ordination and
control.
As the Parent Bank, UBI Banca performs the functions of strategic policy-making (formulating
the business strategy common to the Group as a whole), of supervising business functions (by
supporting and co-ordinating the commercial activities of the network banks and product
companies), monitoring risks and providing centralised services (either directly or through
subsidiaries).
With regard to governance, UBI Banca chose to adopt a dualistic system, with full respect for
the prerogatives and specific characteristics of the two corporate bodies which hold distinct
responsibilities for supervision and management.
The role of supervising the functioning of the Internal System of Control in accordance with
article 43 bis of the Corporate By-Laws was assigned to the member of the Management Board
Alfredo Gusmini and the role of “Senior executive officer responsible for preparing the
company accounting documents under Art. 154 bis of Legislative Decree No. 58/1998
(consolidated law on finance) was assigned to Elisabetta Stegher.
- INTERNAL CONTROL COMMITTEE
SUPERVISORY
BOARD
- REMUNERATION COMMITTEE
- APPOINTMENTS COMMITTEE
- ACCOUNTING COMMITEE
SUPPORT TO THE
SUPERVISORY
BOARD (A. Arrigo)
PARENT BANK AND
GROUP AUDIT
(F. Rota Conti)
MANAGEMENT
BOARD
CHIEF EXECUTIVE
OFFICER
(V. Massiah)
STRATEGY AND
CONTROL
(R. Leidi)
GENERAL MANAGER
(R.Sora)
JOINT GENERAL
MANAGER
(G. Caldiani)
Staff COMPLIANCE (M.
Martinelli)
UBI SISTEMI E
SERVIZI SCpA
(Rigamonti/ Sonnino)
LEGAL AND
CORPORATE
AFFAIRS (E. Medda)
ADMINISTRATION AND
DEPOSITORY BANKING
(R. Sora - a.i.)
FINANCE AND
INTERNATIONAL
(E. Medda)
- ICT
- Back Office
- Operational organisation
- Operational logistics
- Real estate
- Purchasing
COMMERCIAL
(F. Iorio)
HUMAN RESOURCES
AND ORGANISATION
(G. Caldiani a.i.)
LENDING (G.
Lupinacci)
CREDIT RECOVERY
(E. Bottoli)
Macro Areas
Areas
483
UBI Banca S.c.p.A.
Human resources
As at 31st December 2008 the employees of UBI Banca numbered 2.259, a reduction compared
to 2.295 at the end of 2007. The reduction by 36 persons was the result of 158 appointments
(52 relating to intragroup transfers) and 194 staff leaving consisting of 16 under early
retirement schemes, 82 applying to the “Solidarity Fund” and 45 due to intragroup transfers.
In terms of staff actually working for the Parent Bank – the “work force” calculated by
adjusting the numbers of employees to take account of staff on secondment from and to other
Group member companies as well as staff working under agency leasing contracts – there was
an increase of 73 related primarily to the centralisation of operations in accordance with the
Business Plan.
Composition of personnel by "work force"
31.12.2008
Employees of UBI Banca
Staff on secondment at other Group member companies
Staff on secondment from other Group member companies
Total empl oyees in service at UBI Banca
Workers on agency staff leasing contracts (**)
TOTAL W ORK FORCE
31.12.2007
(*)
Change
2.259
2.295
-1.122
-1.175
-36
53
383
338
45
1.520
46
1.458
35
62
11
1.566
1.493
73
(*) The figures as at 31st December 2007 were adjusted to take account of Mercati Finanziari Sim staff, merged with effect from 1st
January 2008.
(*) Staff leasing, regulated by Legislative Decree No, 276 of 10th September 2003, replaced the temporary agency work contracts
regulated by Law No. 196 of 24th June 1997.
As can be seen from the table which gives the composition of the workforce, at the end of year
1.122 staff were on secondment to other Group member companies, more than 80% (for a
total of 914) consisting of personnel working at UBI Sistemi e Servizi (UBI.S). In this respect
trade union agreements relating to the business assets transferred from UBI Banca to UBI
Sistemi e Servizi were concluded and on the basis of these and given the complexity of the
organisational redundancy processes and how quickly the capital contribution was
implemented, non executive personnel will remain as employees of UBI Banca and at the same
time they have been placed on temporary secondment at UBI.S until 31st December 2010,
while the employment contracts of the staff concerned will in any case be transferred to UBI.S
from 1st January 2011.
As can be seen from the table which gives the composition of personnel by level, there were no
significant changes in the percentage distribution of employees in service at UBI Banca
compared to the previous year.
Composition of personnel by management level
31.12.2008
%
31.12.2007
%
Senior managers
140
9,2%
142
9,7%
Middle managers 3rd and 4th level
388
25,5%
379
26,0%
Middle managers 1st and 2nd level
309
20,3%
284
19,5%
3rd P rofessional Area (office staff)
677
44,6%
637
43,7%
6
0,4%
16
1,1%
1.520
100,0%
1.458
100,0%
1st and 2nd P rofessional Area (other personnel)
TOTAL EM PLOYEES IN SERVICE AT UBI BANCA
The average age of the employees of UBI Banca at the end of 2008 was 41 years and 10
months, unchanged compared to 2007, while the average length of service was 13 years and
11 months (14 years in 2007).
The percentage of female personnel was 33,6%, the same as for the Group and approximately
half a percentage point higher than at the end of 2007.
484
UBI Banca S.c.p.A.
Training, the integration of human resources and trade union relations are activities coordinated at Group level and they are dealt with in the relative sub-sections of the section
“human resources” in the consolidated management report which may be consulted.
485
UBI Banca S.c.p.A.
The macroeconomic scenario
Information on the context in which UBI Banca operated during the year is provided in the
section “The macroeconomic scenario” of the report on consolidated operations.
Traditional banking business
Funding
Direct funding from customers, consisting of liability item 20 “due to customers” and liability
item 30 “securities issued”, had almost reached 20 billion euro at the end of the 2008, an
increase of 2,4 billion euro (+13,8%) compared to the previous year.
As can be seen from the table, despite the partial change in the composition of the item with
an increase in funding from customers (which more than doubled over twelve months, from
almost 2,9 billion euro to 5,8 billion euro), securities issued, accounting for 70,8% of the total,
continue to represent the principal source of funding, consistent with the functions of UBI
Banca as the centralised manager of liquidity for the Group.
Securities issued as at 31st December 2008 – consisting entirely of bonds – amounted to 14,1
billion euro, a slight decrease (-3,6%) compared to the end of 2007, attributable primarily to
changes in institutional funding from EMTN (Euro Medium Term Notes) securities, which fell
by 1,1 billion euro (-8,4%)1.
Direct funding from customers
31.12.2008
%
31.12.2007
%
Changes
amount
%
Due to customers
5.813.895
29,2%
2.872.466
16,4%
2.941.429
102,4%
Securities issued
14.128.184
70,8%
14.657.253
83,6%
-529.069
-3,6%
12.339.600
61,9%
13.470.457
76,8%
-1.130.857
-8,4%
19.942.079
100,0%
17.529.719
100,0%
2.412.360
13,8%
of which: EMT N securities subscribed by institutional
customers (*)
TOTAL DIRECT FUNDING
of which:
- intragroup (bonds subscribed by banks in the Group)
- subordinated liabilities
- subordinated deposits (**)
- subordinated securities (***)
of which: EMT N (*)
167.001
0,8%
169.945
1,0%
-2.944
-1,7%
3.481.505
17,5%
3.302.878
18,8%
178.627
5,4%
448.212
2,2%
444.550
2,5%
3.662
0,8%
3.033.293
15,2%
2.858.328
16,3%
174.965
6,1%
2.036.630
10,2%
2.239.635
12,8%
-203.005
-9,1%
(*) The corresponding nominal values amounted to 12.222 million euro (2.000 million euro subordinated) as at 31st December 2008 and
to 13.378 million euro (2.200 million subordinated) as at 31st December 2007.
(**) The figure relates to deposits made by BPB Funding LLC for a nominal amount of 300 million and by BPCI Funding LLC for a
nominal amount of 115,001 million.
(***) Subordinated securities included a deposit purchased by Banca Lombarda Preferred Capital Co Llc for a nominal amount of 155
million euro.
1That
part of the total securities issued by UBI Banca not attributable to institutional funding (EMTN) and to
intragroup transactions (securities purchased by Group banks) – amounting to 1,6 billion euro (1 billion at the end of
2007) – includes the listed bond “UBI Subordinato Lower Tier II a tasso variabile con ammortamento 28.11.2008-2015”
issued in November 2008 to customers of the network banks of the Group for a nominal amount of 599.4 million euro.
486
UBI Banca S.c.p.A.
At the end of the year funding on international markets performed within the EMTN
programme amounted to a nominal 12,2 billion euro (2 billion euro in subordinated form),
with a maximum ceiling authorised by the London listing authority on 17th September 2008 of
15 billion euro2.
At total of only two new issues were performed in 2008 between May and June in private form
for a total nominal amount of 260 million euro against redemptions of approximately 1.416
million euro (200 million relating to a subordinated lower tier 3 security).
EMTN securities amounting to 3,6 billion euro mature in 2009 (including 1,35 billion euro
already redeemed at the date of this report) and a further 1,4 billion euro will mature in 2010.
All the EMTN securities are admitted for trading: the new UBI Banca issues and those
originally issued by the former BPU Banca on the London stock exchange; those issued by the
former Banca Lombarda e Piemontese on the Luxembourg stock exchange.
The low level of resort to international institutional funding reflects the liquidity crisis which
has affected markets for more than a year now and which has caused a significant broadening
of the spread requested by investors. In this context UBI Banca has suspended issues since
the fourth quarter of 2007, despite the existence of securities that are maturing, as it seeks to
diversify its sources of funding.
In this respect authorisation formalities for the programme to issue covered bonds pursuant to
article 7 bis of Law No. 130/1999 were completed by the Parent Bank, UBI Banca. This
programme, which was presented at the beginning of July on a road show in major European
financial centres, is for maximum issues of 10 billion euro. The bonds, which have already
been given a “triple A” preliminary rating by the agencies Standard & Poor’s, Moody’s and
Fitch Ratings will be listed on the London Stock Exchange.
No issuances of these instruments have been performed yet as a result of the continuing
difficult conditions on markets. UBI Banca intends to monitor the situation carefully in order
to take advantage of any opportunities for funding that may arise in 2009.
Net of the institutional component consisting of the EMTN issues, the direct funding of the
Parent Bank at the end of year amounted to 7,6 billion euro compared to 4,1 billion in
December 2007 (+87,3%).
Finally with regard to amounts due to customers, the details of the different types of funding
given in the notes to the accounts (Part B, Section 2 of the balance sheet liabilities part, Table
2.1) show that the growth in the total (+3 billion euro over twelve months) is attributable
principally to repurchase agreement transactions with the Cassa di Compensazione e Garanzia
(central counterparty clearing), as part of the policy to diversify funding already mentioned.
These transactions totalled 3,4 billion euro, of which 1,9 billion euro (468 million euro in
December 2007) relating to “repurchase agreements against assets transferred not
derecognised” and 1,5 billion euro to “financing in repurchase agreements” for which the
underlying derives from IW Power products sold by IW Bank to its customers (not present at
the end of 2007).
Finally indirect funding from ordinary customers as at 31st December 2008 amounted to 58
thousand euro, compared to 62 thousand in the previous year, consisting mainly of securities
under custody. Within the item, assets under management fell to 5 thousand euro from 6
thousand euro in December 2007.
2 The programme currently in existence is the result, not only of the new issuances performed by UBI Banca, but also
of bonds originally issued under the programmes of the former BPU Banca and of the former Banca Lombarda e
Piemontese, with maximum limits of 10 billion euro and 6 billion euro respectively. Following the merger of Banca
Lombarda e Piemontese into BPU Banca, the issuing programme of the merged bank was no longer renewed.
General meetings of the bondholders have been convened with regard to five bonds, issued for a total of 3,750
million euro as part of the programme of the former Banca Lombarda e Piemontese, and to a private placement for
25 million euro performed in 2000 as part of a programme of the former Banca Popolare di Bergamo-CV, in order to
bring the relative sets of regulations into line with those of the other bonds in issue.
487
UBI Banca S.c.p.A.
Lending
At the end of December Parent Bank lending exceeded 10,4 billion euro, almost unchanged
compared to 10,3 billion euro twelve months previously.
Composition of loans to customers
Changes
31.12.2008
%
31.12.2007
%
amount
Figures in tho us ands of euro
Current account overdrafts
Reverse repurchase agreements
Mortgage loans and other medium-to-long term financing
%
500.963
4,8%
561.737
5,5%
-60.774
3.076
0,0%
553.663
5,4%
-550.587
-10,8%
-99,4%
3.733.387
35,8%
668.904
6,5%
3.064.483
458,1%
Credit cards, personal loans and salary backed loans
-
-
-
-
-
-
Finance leases
-
-
-
-
-
-
Factoring
-
-
-
-
-
-
6.090.080
58,3%
8.402.639
81,8%
-2.312.559
-27,5%
118.413
1,1%
79.101
0,8%
39.312
49,7%
849
0,0%
913
0,0%
-64
-7,0%
-
-
-
-
-
-
10.446.768
100,0%
10.266.957
100,0%
179.811
1,8%
Other transactions
Debt securities
Impaired assets
Assets transferred not derecognised
TOTAL
As shown in table, the composition of the total – attributable mainly to the requirements of the
non banking companies in the Group – changed partially with a fall in the item “other
transactions” (-2,3 billion euro to 6,1 billion euro) and an increase in “mortgage loans and
other medium-to-long term financing” (+3,1 billion euro to 3,7 billion euro) which came to
account for almost 36% of the total.
This change reflects longer funding maturities in the leasing sector, designed to ensure a
closer matching of maturities between assets and liabilities. At the end of 2008 almost all of
the longer term lending (approximately 3,7 billion euro) was to UBI Leasing, a company formed
during the year from the merger of BPU Esaleasing into SBS Leasing.
The item “other transactions” – which also continues to represent the main type of lending –
includes lending by UBI Banca to UBI Leasing (3,9 billion euro) and UBI Factor (2 billion euro).
Reverse repurchase agreements with counterparties outside the Group were reduced as part of
a policy to optimise liquidity management. Transactions existing at the end of the year
amounted to just 3 million euro, down from 554 million euro at the end of 2007.
The ratio of lending to funding in December had fallen to 52,4% from 58,6% in the previous
year in relation to the different trends that had affected the two aggregates. This ratio also
reflects the particular nature of the banking business performed by UBI Banca as the Parent
Bank.
Given the prevalent intragroup nature of its lending, net non performing loans, down by 7% to
849 thousand euro, amounted again to a very negligible percentage of the total (0,008%).
As concerns periodic reporting of large risks, at the end of 2008 BPU Banca had no positions
exceeding 10% of the supervisory capital, positions with companies forming part of the
banking group being excluded from this reporting.
Finally guarantees granted amounted to more than 1,3 billion euro, a decrease of 8,3%
compared to approximately 1,5 billion euro at the end of 2007. They were composed as
follows:
financial guarantees of 859 million euro, consisting of 656 million euro on behalf of UBI
Factor, 123,4 million euro on behalf of BPCI Funding Llc and 41,5 million euro on behalf of
UBS leasing;
commercial guarantees of 481 million euro. These consisted of 132,2 million euro on
behalf of UBI Leasing, 120 million euro on behalf of Coralis Rent, 40 million euro on behalf
of Aviva Assicurazioni Vita and 10 million euro on behalf of Aviva Vita, while the remaining
portion was on behalf of ordinary customers.
488
UBI Banca S.c.p.A.
Operations on the interbank market
The net interbank position at the end 2008 was positive by 566 million euro, compared to a
negative position of 797 million euro twelve months previously.
As already mentioned, UBI Banca acts as the centralised manager of Group liquidity and it
therefore performs a high level of intragroup interbank transactions.
Interbank market
31.12.2008
31.12.2007
Loans to banks
of which:
Changes
amount
%
29.298.338
19.708.390
9.589.948
27.855.529
18.048.920
9.806.609
54,3%
13.450.878
4.996.506
8.454.372
169,2%
28.732.515
20.505.577
8.226.938
40,1%
25.343.420
14.219.010
11.124.410
78,2%
1.293.496
1.260.634
32.862
2,6%
Net interbank position
565.823
-797.187
1.363.010
of which: intragroup
2.512.109
3.829.910
-1.317.801
-171,0%
-34,4%
- intragroup
of which: intragroup securities
Due to banks
of which:
- intragroup
of which: subordinated deposits
48,7%
If the activity performed as the centralised manager of liquidity is separated from that with
counterparties on the market, the result, as shown in the table is a net intragroup creditor
position of 2,5 billion euro (+3,8 billion euro at the end of 2007), against a net debtor position
with respect to the banking sector of -1,9 billion euro (-4,6 billion euro at the end of 2007),
which becomes -2,5 billion euro net of positions with the central bank (-4,3 at the end of
2007).
Intragroup transactions intensified during the course of the year in order to optimise the use
of all internal financial resources. In detail, a rebalancing of the growth in lending and funding
with customers performed in the fourth quarter at Group level enabled UBI Banca to reduce
its resort to funding on the market and to thereby improve its net debt position.
The consolidated management report may be consulted for full information on the action
taken to address difficulties encountered on the interbank liquidity market.
Loans to banks, as at 31st December, net of the compulsory reserve requirements held with the
central bank, amounted to 28,3 billion euro, an increase of 44,9% (+8,8 billion euro) compared
to the end of 2007. Lower exposures on current account overdrafts (-5,8 billion euro) were
offset by greater lending consisting of term deposits (+2,7 billion euro), “other financing” (+3,4
billion euro) and debt securities issued by the banks in the Group (+8,5 billion euro).
The latter (totalling 13,5 billion euro) were used in part (6,8 billion euro) to support repurchase
agreement business with the customers of the Network Banks.
The growth in “other financing” on the other hand, was primarily attributable to reverse
repurchase agreements used by the banks in the Group to transfer securities eligible for
refinancing to the Parent Bank. A position existed at the end of the year amounting to 2,5
billion euro performed against the securitisation of B@nca 24-7 mortgage loans, together with
another transaction amounting to 1,5 billion euro on securities held by IW Bank customers
(IW Power acounts).
Amounts due to banks, net of the exposure to the central bank (400 million of repurchase
agreements performed using part of the securities resulting from the securitisation of B@nca
24-7 Mortgage loans as the underlying), amounted to 28,3 billion euro, an increase of 42%
(+8,4 billion euro) compared to twelve months previously. The change relates principally to the
489
UBI Banca S.c.p.A.
increase in term deposits (+5,8 billion euro) and repurchase agreements (+2,3 billion euro),
consisting largely of positions with Group member companies.
Lending to banks: composition
31.12.2008
%
31.12.2007
Changes
amount
%
A. L oans to Central Banks
1. T erm deposits
2. Compulsory reserve requirement
1.005.255
-
3,4%
-
%
185.562
185.562
0,9%
-
819.693
-
441,7%
-
0,9%
819.693
441,7%
-
-
-
-
-
44,9%
-59,0%
1.005.255
3,4%
3. Reverse repurchase agreements
-
-
4. Other
-
-
-
28.293.083
4.017.877
96,6%
13,7%
19.522.828
9.807.901
99,1%
49,8%
8.770.255
-5.790.024
2. T erm deposits
5.932.025
20,3%
3.276.100
16,6%
2.655.924
81,1%
3. Other loans
3.1 reverse repurchase agreements
4.892.303
4.233.965
16,7%
14,5%
1.442.321
1.154.838
7,4%
5,9%
3.449.983
3.079.127
239,2%
266,6%
B. L oans to banks
1. Current accounts and deposits
3.2 finance leases
3.3 other
4. Debt securities
-
-
-
-
2,2%
287.483
-
658.338
1,5%
370.855
129,0%
6.611.493
22,6%
1.290.855
6,5%
5.320.638
412,2%
-
-
-
-
-
-
6.839.385
23,3%
3.705.651
18,8%
3.133.734
84,6%
29.298.338
100,0%
19.708.390
100,0%
9.589.948
48,7%
5. Impaired assets
6. Assets transferred not derecognised
TOTAL
Amounts due to banks: composition
31.12.2008
%
1. Due to Central Banks
1.1 Reverse repurchase agreements
2.2 T erm deposits
2.3 Financing
2.3.1 finance leases
2.3.2 other
561.675
350.496
%
2,7%
1,7%
Changes A/B
amount
in %
400.059
400.059
1,4%
1,4%
0,0%
211.179
1,0%
-211.179
-28,8%
14,1%
-100,0%
28.332.456
4.096.110
98,6%
14,2%
19.943.902
3.154.793
97,3%
15,4%
8.388.554
941.317
42,1%
29,8%
15.123.262
52,6%
9.318.035
45,4%
5.805.227
62,3%
1.254.205
-
4,4%
-
1.721.929
-
8,4%
-
-467.723
-
-27,2%
-
1.254.205
4,4%
1.721.929
8,4%
-467.723
-27,2%
7.842.335
7.842.335
27,3%
27,3%
5.527.134
5.527.134
27,0%
27,0%
2.315.200
2.315.200
41,9%
41,9%
1.2 Other
2. Due to banks
2.1 1. Current accounts and deposits
31.12.2007
B
-161.616
49.563
2.5 Liabilities relating to assets transferred
not derecognised in the financial
2.5.1 Repurchase agreements
2.6 Other payables
TOTAL
16.544
0,1%
222.011
1,1%
-205.467
-92,5%
28.732.515
100,0%
20.505.577
100,0%
8.226.938
40,1%
The table “Principal capital items with subsidiaries subject to control, joint control and
significant influence”, contained in part H of the notes to the accounts, shows the net lender
or the net borrower position of UBI Banca with regard to the banks in the Group; taking into
account any subscriptions of intragroup securities.
At the end of 2008 the net interbank position was a creditor position with regard to B@nca 247 (8,5 billion), Centrobanca (5,6 billion), Banco San Giorgio (0,8 billion), Banco di Brescia (0,3
billion), Banca di Valle Camonica (5 million).
On the contrary, however, the net interbank position with regard to Banca Carime (-4,8
billion), Banca Popolare di Bergamo (-4,5 billion), Banca Popolare Commercio e Industria (-0,9
billion), IW Bank and Banca Regionale Europea (-0,4 billion), Banca Popolare di Ancona (0,3
billion), UBI Banca International (-0,2 billion) was negative.
490
UBI Banca S.c.p.A.
Financial activities
UBI Banca did not use the option granted by the recent amendments to IAS 39 and it has
therefore not performed any reclassification of financial assets currently held in portfolio (see the
notes to the financial statements, Part A – Accounting policies).
At the end of 2008 UBI Banca held total financial assets amounting to 7,3 billion euro,
compared to 7 billion euro in December 2007 (+3,3%).
As can be seen from the table, the basic stability in the total was nevertheless accompanied by
large changes in the composition of the different types of investment that occurred during the
year, primarily for requirements related to the liquidity management of the Group.
Net of financial liabilities held for trading, consisting essentially of financial derivatives, the
aggregate amounted to 6,1 billion euro compared to 6,2 billion euro at the end of 2007 (-2,4%).
The worsening of the world financial crisis led to the default of major financial institutions in
the second half of the year, which was then added to by situations of fraudulent trading. The
information already reported in the same section of the consolidated management report may
be consulted for details.
Financial assets/liabilities
31.12.2008
31.12.2007
Changes
amount
%
2.424.111
2.753.772
-329.661
-12,0%
460.157
981.148
-520.991
-53,1%
2.767.513
2.060.909
706.604
34,3%
1.620.567
1.244.574
375.993
30,2%
TOTAL FINANCIAL ASSETS
7.272.348
7.040.403
231.945
3,3%
1.222.187
842.341
379.846
45,1%
Total net of financial l iabi l i ties
6.050.161
6.198.062
-147.901
-2,4%
Financial instruments held for trading
Financial assets held for trading (asset item 20)
The item “Financial assets held for trading” includes financial trading instruments “used to
generate a profit from short-term fluctuations in price or from a dealer’s margin”. They are
recognised at fair value through profit or loss – FVPL.
At the end of year financial assets held for trading amounted to 2,4 billion euro, a decrease of
12% compared to 2,8 billion euro in the previous year.
It will be recalled that this accounting class also includes the portfolio entrusted to the
Group’s asset management company under the mandate granted to it for an investment
amounting to 1,6 billion euro for 2008.
On the basis of that mandate, management is performed following a capital protection
strategy, which guarantees a level of capital protection on maturity of 96,84% and involves
investments of approximately 10%-15% of the assets granted for management in asset
instruments (mainly equities), while the remainder is managed by the use of derivative and
monetary instruments. Investments in European equities amounting to approximately 123
million euro existed at the end of the year, in addition to various open positions in futures on
equity indices.
491
UBI Banca S.c.p.A.
Financial assets held for trading: composition
31.12 .2 00 8
Listed
Unlisted
31.12.20 07
Total (a)
Listed
Un listed
1.011.641
1.243.310
Changes (a/b)
Total (b)
amoun t
%
320.927
1.564.237
-552.596
A. On-bal ance sheet assets
Debt securities
of which: Assets transferred not
876.791
134.850
-35,3%
derecognised
787.634
-
787.634
1.148.482
-
1.148.482
-360.848
-31,4%
Equity in strumen ts
123.026
18.821
141.847
23.642
21.918
45.560
96.287
211,3%
-91,4%
Units of O.I.C.R.
48.278
-
48.278
562.777
-
562.777
-514.499
Fin an cin g
-
-
-
-
-
-
-
-
Impaired assets
-
345
345
-
-
-
345
-
1.0 48.0 95
154.0 16
1.20 2.111
1.829.72 9
342 .845
2.172.574
-970.463
-44,7%
2.637
1.214.876
1.217.513
171
576.172
576.343
641.170
111,2%
-
4.487
4.487
-
4.855
4.855
-368
-
2 .637
1.219.363
1.22 2.0 0 0
171
581.0 27
581.198
640.802
110,3%
1.0 50 .732
1.373.379
2 .42 4.111
1.82 9.90 0
923.872
2.753.772
-32 9.661
-12,0%
(c o lle c tive inve s tm e nt ins trum e nts )
Total A
B. Deri vati ve i nstruments
Fin an cial derivatives
Credit derivatives
Total B
TOTAL (A+B)
In detail, debt securities – inclusive of “assets transferred not derecognised”, i.e. debt securities
used as the underlying assets for repurchase agreements – amounted to 1.012 million euro,
compared to 1.564 million at the end of 2007.
The decrease is attributable to the sale and/or maturity of securities (only partially
repurchased in the fourth quarter of the year and used mainly to support repurchase
agreement business), which were replaced with new investments classified within availablefor-sale and held-to-maturity assets.
Debt securities also included direct investments in “Asset Backed Securities” (ABS – financial
instruments issued as part of securitisation transactions) amounting to 69 million euro1
(120,2 million euro in December 2007), consisting of:
- a Collateral Debt Obligation (“CBO Investment Jersey Ltd 1999-2013”), amounting to 44,3
million euro (partially redeemed compared to 67,4 million euro twelve months previously),
with the underlying consisting of securities issued by supranational institutions (EIB and
World Bank);
- a securitisation of publicly owned assets by the Italian government amounting to 0,4
million euro (from the Mercati Finanziari Sim portfolio, merged into UBI Banca on 4th March
2008);
- own securitisations amounting to 24,3 million euro (also partially redeemed compared to
the original 52,8 million euro at the end of 2007), relating to Orio Finance (RMBS
securities).
As concerns equity instruments, these rose from 45,6 million euro to 141,8 million euro
primarily as a result of the investments already mentioned in European equities made by the
Group’s asset management company (approximately 123 million euro) under the management
mandate granted to it.
Investments in equity instruments, other than those classified as companies subject to
control, joint control and significant influence, made as part of merchant banking and private
equity activities, amounted to 18,8 million euro, (22 million euro at the end of December
2007).
Investments in O.I.C.R. units (collective investment instruments) include investments in hedge
funds made before 30th June 2007 and still existing, amounting to 48,3 million euro, a
reduction compared to 562,8 million euro in the previous year (-91,4%).
1 If the 179,8 million euro included in the AFS portfolio (59,7 million euro in December 2007) is also considered, total
investments in ABS Securities by UBI Banca amounted to 248,8 million euro (179,9 million euro at the end of
2007).
492
UBI Banca S.c.p.A.
The disinvestments made during the year were offset by purchases designated at fair value
(asset item 30 on the balance sheet). The following section, “financial assets at fair value”, may
therefore be consulted for a full picture of investments in these financial instruments.
Financial assets held for trading include impaired assets amounting to 0,3 million euro,
relating to the presumed realisable value of a bond issued by Lehman Brothers (further
information is given in the subsequent section “exposures to some counterparties”).
Assets held for trading also include assets in respect of derivative instruments, almost entirely
of a financial nature, for which changes must be interpreted in strict relation to the
corresponding item recognised within financial liabilities held for trading. These derivatives,
consisting mainly of contracts on interest rates, increased over twelve months from 581
million euro to 1.222 million euro as a result of both an increase in the fair value and
increased trading in them, which included intragroup trading.
Financial liabilities held for trading (liability item 40)
Financial liabilities amounted to 1.222 million euro, compared to 842 million in December
2007 (+45,1%). They consisted almost entirely of financial derivatives (1.215 million euro) and
had more than doubled compared to twelve months previously. As already reported for
financial assets held for trading, the increase in those derivatives, consisting almost entirely
of contracts on interest rates, relates to both the changes in fair value and to the greater
volumes of business, which included transactions with Group member companies.
Amounts due to customers, amounting to just 5 million euro compared to 243 million euro
twelve months previously, relate to uncovered short positions, for which commitments to
purchase are recognised here. The large reduction is due to the limitations imposed by the
Consob (Italian securities market authority) on uncovered sales.
Financial liabilities held for trading: composition
31.12 .2 00 8
Listed
Unlisted
31.12 .2 0 07
Listed
Total (a)
Unlisted
Changes (a/b)
amount
Total (b)
%
A. On-bal ance sheet l i abi l i ti es
1. Due to ban ks
2. Due to customers
3. Debt securities
-
-
-
-
-
-
-
-
5.108
-
5.108
242.728
-
242.728
-237.620
-97,9%
-
-
-
-
-
-
-
-
5.10 8
-
5.108
2 42 .72 8
-
2 42 .72 8
-2 37.62 0
-97,9%
4.295
1.211.010
1.215.305
428
599.138
599.566
615.739
102,7%
-
1.774
1.774
-
47
47
1.727
n .s.
Total B
4.2 95
1.2 12.784
1.2 17.0 79
42 8
599.185
599.613
617.466
103,0 %
TOTAL (A+B)
9.40 3
1.2 12.784
1.22 2 .187
2 43.156
599.185
842 .341
379.846
45,1%
Total A
B. Deri vati ve i nstruments
1. Financial derivatives
2. Credit Derivatives
(asset item 30)
The item “financial assets at fair value” includes financial instruments classified as such in
application of the fair value option (FVO).
As at 31st December 2008 these items consisted exclusively of units in hedge funds purchased
since 1st July 2007. It also included investments in capitalisation policies as at 31st December
2007.
These financial assets are recognised at fair value through profit or loss.
493
UBI Banca S.c.p.A.
Financial assets at fair value: composition
31.12.200 8
Debt securities
Listed
Unlisted
31.12 .200 7
Listed
Total (a)
Unlisted
Changes (a/b)
Total (b)
amount
%
-
-
-
-
823.242
823.242
-823.242
-100,0%
460.157
-
460.157
157.906
-
157.906
302.251
191,4%
TOTAL
460.157
-
460.157
157.906
823.242
981.148
-520.991
-53,1%
Units of O.I.C.R.
Financial assets at fair value amounted to 460 million euro compared to 981 million euro at
the end of 2007. The decrease that occurred during the year (-521 million euro) was the result
of opposing trends related on the one hand to the reimbursement of capitalisation policies and
on the other hand to the change in the composition of investments in hedge funds already
mentioned.
Units in O.I.C.R. (collective investment instruments), which now constitute the whole of this
item, increased to 460,2 million euro from 158 million euro in the previous year.
It should be considered that hedge funds are not only classified within assets designated at
fair value, but also within assets held for trading in the amount of 48,3 million euro as
reported in the preceding section.
Total investments in hedge funds as at 31st December 2008 therefore amounted to 508,5
million euro, a decrease of 29,4% compared to 720,7 million euro in 2007, attributable
primarily to the negative change in fair value recorded over twelve months.
The investment in hedge funds was affected principally by the turbulence on financial markets
in 2008, but also by the effects of the Madoff case which resulted in the complete write-down
in the accounts of four funds held in portfolio (58,2 milioni di euro).
The guidelines given by internal policy nevertheless helped to guarantee diversification on
several levels: in terms of the strategy for investment in a single fund as well as in a single
asset management company (see the notes to the financial statements, Part E, market risk in
this respect).
Furthermore, as a consequence of the intensification of difficulties on financial markets, action
was commenced during the year to progressively reduce the hedge fund portfolio in order to
contain risk (VaR).
Redemption requests as at 31st December 2008 involved 47 funds for approximately 320
million euro. However, 7 funds, for an investment of 15,5 million euro, had temporarily
suspended redemptions, while another 18 funds, amounting to 118 million euro, declared that
they were implementing a deferred repayment plan (known as a “gate”) as permitted by their
respective regulations.
At the date of this report hedge funds amounting to 165 million euro (net of portfolio writedowns and redemption fees) had actually been redeemed.
Requests for redemption for a total of 230 million euro currently exist (83 million euro made
since 1st January 2009) relating to 43 hedge funds including 10 funds amounting to 17 million
euro, which have temporarily suspended redemptions and 18 funds, for an amount of 116
million euro, which have applied a “gate” on the redemption programme.
Debt securities held at the end of December 2007 amounting to 823 million euro related to
residual investments in capitalisation certificates which were eliminated during 2008 (early
reimbursement on 23 policies and while another two reached maturity). It will be recalled that
gradual disinvestment from these policies had begun in the last quarter of 2006 because as a
result of the changed market conditions they were no longer able to generate an adequate
return on the portfolio in terms of extra yield. The reimbursements increased in the second
half of 2007 in relation to the emergence of difficulties on the interbank liquidity market.
The amounts freed up in 2008 were largely directed towards the purchase of securities eligible
for refinancing with the European Central Bank.
494
UBI Banca S.c.p.A.
(asset item 40)
These assets are measured at fair value with the recognition of changes in a separate valuation
reserve in shareholders’ equity, except for losses due to reductions in value that are considered
significant or prolonged. In this case the reduction in value that occurred during the year is
increased or decreased by the negative or positive reserve that may have been recognised in
equity previously.
Available-for-sale financial assets: composition
31.12 .2 0 0 8
Debt securities
Listed
Un listed
1.727.075
492.038
31.12 .2 0 0 7
Total (a)
Listed
Un listed
2.219.113
253.478
789.868
Changes (a/b)
amoun t
Total (b)
1.043.346
%
1.175.767
112,7%
of which: Assets transferred not
derecognised
911.461
-
911.461
105.953
246.363
352.316
559.145
158,7%
Equity in strumen ts
382.856
79.319
462.175
842.665
80.010
922.675
-460.500
-49,9%
-9,1%
Un its of O.I.C.R.
14.085
72.140
86.225
24.507
70.381
94.888
-8.663
Fin an cin g
-
-
-
-
-
-
-
-
Impaired assets
-
-
-
-
-
-
-
-
2 .12 4.0 16
643.497
2 .767.513
1.12 0 .650
940 .2 59
2 .0 60 .90 9
70 6.60 4
34,3%
TOTAL
Available-for-sale financial assets as at 31st December 2008 totalled 2.768 million euro
compared to 2.061 million euro at the end of 2007 (+34,3%).
The growth in the item is attributable to greater investments in debt securities, which more
than doubled over twelve months (from 1.043 million euro to 2.219 million euro).
These investments form part of general liquidity management at Group level, which led at the
same time to the disinvestment in debt securities classified within assets held for trading and
assets designated at fair value (capitalisation policies).
The increase in debt securities was also the result of greater direct investments in “Asset
Backed Securities” (ABS – financial instruments issued against securitisations), which tripled
to 179,8 million euro. These included 130,3 million euro relating to INPS (national insurance
institute) securitisations (59,7 million euro in December 2007), 46,1 million euro relating to
securitisations by a major Italian bank (new investment in 2008) and 3,4 million euro to an
own securitisation in relation to Lombarda Lease Finance 4, class C, mezzanine securities
(new investment).
At the end of the year total ABS investments, inclusive of the 69 million euro recognised in the
trading portfolio, amounted to 248,8 million euro compared to 179,9 million euro in December
2007. The section “financial activities” in the consolidated management report may be
consulted for further information on exposures in ABS instruments and special purpose
entities (SPEs).
Equity instruments amounted to 462,2 million euro, compared to 922,7 million euro in
December 2007. The change recorded in this item is attributable primarily to the reduction in
the fair value of the listed equity instruments recognised within it (shareholdings that are not
classified as companies subject to control, joint control and significant influence and that are
not held for merchant banking and private equity activities), caused by the unfavourable
performance of financial markets and the exceptional circumstances affecting them globally.
Some available-for-sale financial assets have been subject to impairment in relation to the
continuing weakness of markets. These include the investments in Intesa Sanpaolo2, the fair
value of which fell to 353,1 million euro from 756,5 million euro as at 31st December 2007, in
the London Stock Exchange (formerly Borsa Italiana), valued at 8,5 million euro, down from
2 UBI Banca holds 1,18% of the share capital with voting rights.
495
UBI Banca S.c.p.A.
42,9 million at the end of 2007 and in A2A, down to 14,2 million euro from 34,7 million twelve
months previously (see the notes to the financial statements, Part B, Assets, Section 4).
Finally the disposal of the interest held in Centrale dei Bilanci, recognised within assets at the
end of 2007, amounting to 1,9 million euro, resulted in a gain of 8,1 million euro.
The investment in O.I.C.R. units (collective investment instruments) amounting to 86,2 million
euro, decreased by 9 million euro compared to the previous year. The item also includes
property funds totalling 22,8 million euro (approximately 34 million euro at the end of 2007),
including 14,2 million euro in respect of the Fondo Polis (24,5 million euro in December 2007)
recognised within listed funds.
The change recognised at the end of the year in shareholders’ equity attributable to gains and
losses on securities not subject to impairment was negative by 16,9 million euro.
(asset item 50)
This class of assets (held-to-maturity) includes securities which it is intended and it is possible to
hold until maturity. They are recognised at amortised cost.
Held-to-maturity financial assets: composition
31.12.2008
Changes
31.12.2007
amount
Debt securities
of which: Assets transferred not derecognised
%
1.620.567
1.244.574
375.993
30,2%
1.319.492
1.058.000
261.492
24,7%
Financing
-
-
-
-
Impaired assets
-
-
-
-
1.620.567
1.244.574
375.993
TOTAL
30,2%
Held-to-maturity financial assets, which consist principally of Italian government securities,
amounted to 1.621 million euro, an increase of 30% on an annual basis as a consequence of
new investments used mainly to support repurchase agreement transactions.
These also include issues by major banks for a nominal amount of 350 million euro (358
million euro the book value), with “Constant Maturity Swap” (CMS) indexing with variable
annual coupons indexed to the 10 year swap rate.
The market value of the securities classified within this item as at 31st December 2008
recorded a loss – not recognised – amounting to 77,1 million euro (see the relative table in the
notes to the financial statements, Part B, Assets, Section 5).
Exposures to some counterparties
A report is given below on exposures of UBI Banca to major international counterparties who
have suffered financial collapse or are responsible for fraudulent operations, which have had
significant impacts on the Italian financial market.
496
UBI Banca S.c.p.A.
Lehman Brothers
On 15th September 2008 Lehman Brothers Holdings Inc. filed for chapter 11 bankruptcy with
the US Bankruptcy Court in order to “reorganise” its operations3.
The exposure of UBI Banca to this company in default and to other companies controlled by it
regarded bonds for a nominal amount of 4 million euro and derivative instruments.
The bonds were classified in the accounts as at 31st December 2008 within impaired assets in
the trading portfolio and recognised on the basis of the presumed realisable value, equal to
8,625%4 of the nominal value amounting to 0,345 million euro. The consequent write-down
performed – 3,5 million euro – was recognised within item 80 of the income statement. Income
relating to those financial instruments has no longer been recognised since 15th September
2008.
As concerns operations in OTC derivatives, following the announcement of the default, UBI
Banca suspended payments from 15th September, to all the companies in the Lehman Group
with which ISDA contracts had been taken out. It was then decided to proceed to the early
termination of all the contracts, as permitted by the terms of the existing ISDA contracts,
freezing the relative mark-to-market values and restoring hedges which had lapsed with the
same number of contracts entered into on the market.
On 12th November 2008, a statement was prepared with regard to Lehman Brothers
International (Europe) reporting a credit position of 664.237,15 dollars (relating to currencies
and currency derivatives). This cannot be offset against the debt position with Lehman
Brothers Special Financing Inc. (described later in this sub-section) and therefore these
receivables, considered net of the end of year currency translation effect, were valued as
recoverable on the basis of the same rate of 8,625% applied to the securities held in portfolio.
The consequent write-down, amounting to 438 thousand euro, was recognised within item
130a of the income statement and the remaining receivables, amounting to 41.391 euro, were
stated within loans to customers, under the item non performing loans.
On 14th November 2008 a UBI Banca statement was prepared in relation to Lehman Brothers
Special Financing Inc. reporting a debt position amounting to 2.366.669,18 dollars (relating to
interest rate derivatives) recognised within amounts due to customers-other.
A cross currency swap contract entered into with Lehman Brothers Special Financing Inc.,5
which expired on 17th October 2008 and involved a payment by UBI Banca to LBSF of 52
million dollars and a payment by LBSF to UBI Banca of 5.877.180.000 Japanese yen was not
included in the statements just mentioned. An amount of 4,4 million euro was due from LBSF
on the expiration date based on exchange rates at the end of 2008, equal to the balance on the
amounts receivable and payable, fully written down and recognised within item 130a of the
income statement.
While the amount receivable was not included in the statements made, the Bank intends to
file a claim at the United States bankruptcy proceedings as soon as the dates and procedures
in that respect are announced.
3 As concerns other companies in the Lehman Group, on 15th September 2008 Lehman Brothers International (Europe) was placed
into administration proceedings by order of the UK High Court of Justice, while Lehman Brothers Special Financing Inc. filed for
chapter 11 bankruptcy on 3rd October 2008.
4 This is the recovery rate calculated on the basis of the auction price of CDSs on Lehman loans set on 10th October 2008 in New York.
5 The reasons are because the transaction was performed by means of swift messages. In accordance with section 9(e) of the ISDA
master agreement entered into by UBI Banca and Lehman Brothers Special Financing on 28th February 2000, an exchange of
electronic messages may only constitute an official confirmation (and therefore take effect according to the rules of the master
agreement) if this is specified in the messages themselves. This was not performed in the swift messages in question.
Furthermore the schedule of the master agreement does not include the "1992 User's Guide language on electronic messaging"
which could have had the effect of conferring the validity of a confirmation on the exchange of swift messages, even in the absence of
an explicit specification.
497
UBI Banca S.c.p.A.
Default of Icelandic Banks
Following the affairs which threw world financial markets into turmoil in September 2008, the
Icelandic government was obliged to nationalise all the banks in the country since they were
unable to honour their obligations.
As already anticipated in the interim financial report to 30th September 2008, three index
linked policies (ZOOM TEAM 25, ZOOM BRIC 40 “5+5” and BRIC 40 “5+5”) were sold to UBI
Banca Group customers through Aviva Assicurazioni Vita (formerly UBI Assicurazioni Vita and
controlled by Aviva Italia Holding Spa since 18th June 2008) and Aviva Vita, for which the
performance (minimum return and repayment of capital on maturity) is linked to underlying
securities issued and guaranteed by two of the three principal Icelandic banks. At the time
when the contracts were entered into, these had ratings higher than those required by the
ISVAP (insurance authority) regulations in force. The banks were Glitnir Bank (formerly
Islandsbanki Hf) with a Fitch rating of A and a Moody’s rating of A1 and Kaupthing Bank Hf
with a Fitch rating of A and a Moody’s rating of Aa3.
Following the defaults, the total capital invested by our customers in those policies, amounting
to 73 million euro, has fallen to close to zero.
In consideration of the exceptional and non recurring nature of the event – which involved not
only individual financial operators but the whole financial system of a developed country
which enjoyed high ratings before the crisis – Aviva Vita and UBI Banca have studied the
impact of the events just described, in order to assess the possible repercussions and to adopt
a position to properly protect the 4.420 customers who held policies, with the objective of
safeguarding the value of the investment as much as possible in the medium-to-long term
once the current acute crisis is over.
The negotiations conducted led the Bank to hypothesise the following action:
- deferred recovery of the entire capital invested by customers;
- bearing the cost in respect of the present value of the investment, estimated at present, at
40 million euro net of possible recoveries, relating almost totally to the product companies
of the Group.
The provision made in the financial statements of UBI Banca amounted to 1,5 million euro (an
addition to provisions for liabilities and charges).
The Bernard Madoff affair
The fraud committed by Bernard Madoff and the company that bears his name came to light
in December when it was given broad coverage in all the international press.
The exposure of UBI Banca to “Bernard L. Madoff Investment Securities LLC” concerned the
hedge fund portfolio only and totalled 59,5 million euro, as follows:
40,7 million euro consisting of three funds for which Madoff’s company performed the role
of both “investment advisor” and “execution broker”:
- an investment in Kingate Euro Fund of 22,8 million euro, held since November 2004;
- an investment in Kingate Global Fund of 11,2 million euro, held in portfolio since August
2002;
- an investment in Fairfield Sigma Ltd of 6,7 million euro, held since September 2003;
17,5 million euro in a European registered fund Thema International Euro Class, listed on
the Irish stock market and held in portfolio since May 2004. The role of “custodian” of the
fund, performed by HSBC Institutional Trust Services Ltd (Ireland), had been delegated to
Madoff’s company, a possibility provided for in the custody contract.
The four funds just mentioned formed part of budgeted hedge fund portfolio investments to be
maintained in 2009, particularly in consideration of their positive track record certified by
498
UBI Banca S.c.p.A.
PricewaterhouseCoopers. In view of the events that occurred, requests to redeem the
investments were sent in after 15th December 2008.
1,3 million euro of investments in hedge funds (indirect exposures).
However, no on- or off-balance sheet exposures to Bernard Madoff and/or his company exist.
Before the fraudulent management came to light, the hedge funds just mentioned held in
portfolio by UBI Banca – mainly classified as held for trading – had recorded increases in fair
value of 4 million euro, to give a total stated value of 58,2 million euro.
That amount had been written down to zero as at 31st December 2008 in consideration of the
great uncertainty over the possibility of recovering it.
As concerns the Thema International fund, there may be a possibility of recovery from HSBC
as the “custodian” under the terms of the contract.
UBI Banca is following the preparation of the cases against Madoff and the other parties
involved in the affair (fund managers, depositary banks, auditors and supervisory authorities)
directly, assisted by an international law firm in order to protect the best interests of the
Bank.
499
UBI Banca S.c.p.A.
The income statement
The comments on the income statement relate to the pro-forma reclassified financial statements – the
income statement, the quarterly income statements and the income statement net of the main non-recurring
items – contained in the relative section of this report in which the figures for UBI Banca Scpa to 31st
December 2008 have been compared with the pro-forma figures to 31st December 2007. In order to provide
consistent and uniform information, the tables furnishing details have been reclassified and restated proforma in the same manner for 2007. The explanatory notes that precede the reclassified financial
statements may be consulted as may the reconciliation schedules for a description of the reclassification
and also for details of the restatement of the comparative pro-forma figures and of the PPA allocation.
It will also be recalled that on 1st October 2007, UBI Banca contributed its “ICT and organisation”
operations to UBI.S, the subsidiary responsible for the centralised provision of services, functions and
processing common to all Group banks and companies and this modified the composition of the income of
the Parent Bank compared to the subsequent comparative periods.
The first full year of operations of UBI Banca Scpa took place in an operating context which
began to progressively deteriorate in the summer. The scenario that then unfolded was
constantly exposed to violent tensions and was only initially limited to financial markets, the
instruments traded on them and operators in the sector.
This had its effect on the income structure of the Bank, affecting all items connected with
financial activities which, as a result, amongst other things, of the accounting rule for
recognising reductions in fair value, generated 488 million euro of write-downs on equities
classified as available-for-sale. Despite this, 2008 ended with a net profit of 23,9 million euro,
an appreciable reduction compared to 820,4 million euro in 2007.
If non-recurring items are excluded – negative on aggregate by 417,7 million euro in 2008 and
positive by approximately 81 million euro in 2007 – net profit rises to 441,6 million euro
compared to 739,4 million euro in the previous year.
Examination of the reclassified income statement shows that operating income amounted to
640,1 million euro, compared to 1.165,2 million euro in the previous year, reflecting the
negative result for financial activities, the lower dividends received and also the greater
negative balance on net interest income.
The income statement continues to be supported by the contribution from the item dividends
and similar income, amounting to 904,4 million euro, because of the particular structure that
distinguishes the Parent Bank. As shown in the Dividends and similar income
table, the partial decrease that occurred with
31.12.2007
respect to the amount of 972,3 million euro
31.12.2008
pro-forma
recorded in 2007 occurred in relation to the Figures in thousands of euro
equity
investments
in
Group
member Banca Popolare di Bergamo Spa
305.658
268.220
companies, which distributed approximately 68 Banco di Brescia Spa
178.863
177.990
million euro less in profits. This result relates Banca Popolare Commercio e Industria Spa
54.727
74.775
on the one hand to the results in 2007 of some Banca Carime Spa
50.369
56.268
48.563
84.958
banks and Group member companies, affected Banca Popolare di Ancona Spa
47.786
68.266
either by non-recurring costs or by a decrease Centrobanca Spa
47.305
48.031
in recurring and non-recurring income and on Banca Regionale Europea Spa
UBI
Factor
Spa
15.974
13.752
the other hand to the distribution policies of
12.509
10.068
BPB, Banco di Brescia and BPCI which UBI Leasing Spa
11.520
12.500
preferred to allocate the gains made on the B@nca 24-7 Spa
UBI Pramerica SGR Spa
10.228
22.607
disposal of branches, required by the Antitrust
Other equity investments (item 100)
54.177
68.205
Authority, to reserves of profits.
Dividends received from item 100 equity investments
Net interest income amounted to -250,8 million
euro, compared to -195,8 million euro in 2007.
The balance on interest income and expense,
which is structurally negative in relation to role
500
Dividends received from item 40 AFS
of which Intesa SanPaolo
Dividends received from item 20 for trading
Total
837.679
905.640
59.048
53.264
60.555
53.264
7.628
6.103
904.355
972.298
UBI Banca S.c.p.A.
played by UBI Banca as the holding company1, increased both as a result of both the rise
(although temporary) in interbank rates2 and the greater volumes of business which
characterised interest income and expense business. In detail3:
-
the item business with customers (which recorded a negative balance of 441 million
euro, up by 20 million euro) was affected by the increased costs of securities issued (+45
million euro), and more specifically the cost of the securities issued in the EMTN
programme where the indexing is linked to short term rates (the most exposed to the large
fluctuations recorded in the last quarter of the year). Similarly the amounts due to
customers component also recorded an increase in interest paid (+40,3 million euro),
resulting from greater volumes of business during the year with the Cassa di
Compensazione e Garanzia (central counterparty clearing) consisting primarily of
repurchase agreements. It must nevertheless be considered that the interest generated by
financing to customers (the leasing and factoring companies of the Group) increased by
83,2 million euro compared to 2007;
-
business on the interbank market gradually turned to focus on transactions with the
banks in the Group in order to support their lending business with customers and also to
rationalise funding, in a context of developing a structural balance between the income and
expenses of each bank. The intensive use of internal financial resources (also to partially
offset difficulties encountered in market transactions), which involved less resort to
interbank borrowing above all in the fourth quarter of the year, resulted in the generation of
a positive net balance on interest from banks amounting to 3,6 million euro compared to
the negative balance of 11,6 million euro in the previous year;
Interest and similar income: composition
P erforming financial assets
Impaired
Other
financial
Debt
Financing
securities
31.12.2008
assets
assets
31.12.2007
pro-forma
19.640
-
-
-
19.640
52.719
22.023
-
-
-
22.023
80.376
60.706
-
-
-
60.706
9.713
17.189
-
-
-
17.189
18.407
Loans to banks
Loans to customers
184.879
688.390
-
-
873.269
658.057
7.563
422.181
-
-
429.744
346.567
Hedging derivatives
-
Financial assets transferred not derecognised
X
420.553
Other assets
X
Total
732.553
X
-
X
-
-
-
-
-
420.553
172.339
1.201
1.201
1.743
-
1.201
1.844.325
1.339.921
31.12.2008
31.12.2007
pro-forma
(582.100)
X
1.110.571
Interest and similar expense: composition
Liabilities and
payables
Other
liabilities
Due to banks
(836.717)
X
-
(836.717)
Due to customers
(128.226)
X
-
(128.226)
(87.893)
(715.296)
-
(715.296)
(670.342)
(2.669)
(17.483)
-
-
(399.138)
(175.165)
Securities issued
X
(2.669)
Financial liabilities for assets transferred not derecognised
(399.138)
Other liabilities
X
X
(462)
(462)
(317)
Hedging derivatives
X
X
(12.606)
(12.606)
(2.424)
(715.296)
(13.068)
(2.095.114)
(1.535.724)
(250.789)
(195.803)
Total
(1.366.750)
Net interest income
-
Securities
the portfolio of securities owned generated interest inflows of 185,8 million euro, a
reduction of 49,4 million euro compared to 2007, mainly as a result of the absence of the
1 Net interest income includes the financial expense that UBI Banca incurs against investments in Group
subsidiaries, while the related financial income is fuelled by the item dividends.
2 The average annual one month Euribor rate rose from 4,135% in 2007 to 4,351% in 2008.
3 The calculation of net balances was performed by allocating interest income and expense on repurchase agreements
and hedging derivatives within the different areas of business (financial, with banks, with customers).
501
UBI Banca S.c.p.A.
component consisting of capitalisation policies recognised within financial
designated at fair value, for which the interest decreased by 58,4 million euro.
assets
Net commissions amounted to 13,2 million euro, compared to 19,2 million euro previously.
While commission expense remained stable, there was a fall in commission income, mainly in
relation to collection and payment services (-3,5 million euro) and to management, trading and
advisory services (-3,8 million euro) and to the items stock market orders and depository bank
services in particular.
It must also be stated that the Parent Bank – which performs specific operational support
functions for the Network Banks, for which it incurs commission expense that is then invoiced
on the basis of intragroup contracts recognised within other operating income – would
structurally record negative income from services in any event, an effect which has been
reduced since 2007 following the centralisation of depository bank activities at UBI Banca.
Commission income: composition
Commission expense: composition
31.12.2008
a) guarantees granted
b) credit derivatives
c) management, trading and advisory services
1. trading in financial instruments
2. foreign exchange trading
3. portfolio management
4. custody and administration of securities
5. depository bank
31.12.2007
pro-forma
3.588
3.296
-
-
30.595
34.399
4.713
3.999
97
608
-
-
1.179
388
21.255
23.512
6. placement of securities
967
799
7. stock market orders
894
3.559
31.12.2008
31.12.2007
pro-forma
(106)
(198)
a) guarantees received
-
-
c) management and trading services:
(12.060)
(12.308)
1. trading in financial instruments
(4.019)
(4.432)
(101)
(207)
2. foreign exchange trading
3. portfolio management
3.1. ow n portfolio
3.2. portfolio of others
4. custody and administration of securities
5. placement of financial instruments
(1.556)
(612)
(1.556)
(612)
-
-
(5.587)
(6.239)
(797)
(818)
6. securities, products and services offered
8. advisory activities
745
1.297
9. distribution of third party services
745
237
9.1. portfolio managements
-
-
9.2. insurance products
-
-
9.3. other products
d) collection and payment services
e) s ervicer activities fo r s ecuritisatio n trans actio ns
f) services for factoring transactions
g) tax collection and payment services
h) other services
Total
745
237
1.603
5.142
225
237
-
-
-
-
1.301
1.080
37.312
44.154
-
-
d) collection and payment services
through indirect netw orks
(2.682)
(1.374)
e) other services
(9.290)
(11.093)
(24.138)
(24.973)
13.174
19.181
Total
Net profit from trading, hedging, disposal/repurchase and assets/liabilities at fair value reflects
the strong reductions in prices that occurred on financial markets and it was negative by
192,8 million euro compared to +64 million euro generated over the previous twelve months.
As already reported in periodic interim financial reporting, historically untypical volatility in
securities prices first appeared in the summer which then transformed into falls in prices,
especially following the Lehman Brothers affair, which hit share prices and OICR units
(collective investment instruments) indiscriminately wherever they were listed and whichever
sector they represented.
The negative result for the year also included the following losses classified within nonrecurring items: 58,2 million euro relating to four “Madoff funds” held in portfolio, for which
the amount was entirely written off in view of the extreme uncertainty over the possibility of
recovering it and 3,5 million euro in respect of the write-down of Lehman securities (see also
the section “Financial activities” in the consolidated management report).
In detail, net profit from trading amounted to -83,3 million euro (+36,8 million in 2007),
consisting of -33,7 million euro on equity instruments (-14,4 million euro) and -86,6 million
euro on investments in hedge funds (+31,2 million euro), only partially offset by the positive
performance amounting to 31,2 million euro (+20 million euro) by trading in debt securities
and the relative derivative instruments.
502
UBI Banca S.c.p.A.
The result for assets and liabilities designated at fair value – relating to investments in hedge
funds made since 1st July 2007 – also made a large negative contribution as a consequence of
the penalisation of all items (-118 million euro compared to +1,6 million euro in 2007).
Net profit (loss) from trading
Gains
(A)
P rofit from trading
(B)
Ne t re s ult
31.12.20 0 8
Lo ss es fro m
trading
(D)
Lo s ses
(C)
Figures in tho usands o f euro
3 1.12 .2 0 07
pro -forma
[(A+B)-(C+D)]
1. Fi nanci al assets hel d for trading
1.1 Debt securities
1.2 Equity instruments
5.107
4.545
25.662
9.502
(143.844)
(14.835)
(74.383)
(4.526)
(187.458)
(5.314)
562
2.371
(59.479)
(48.790)
(105.336)
4.162
-
1.933
(69.530)
(19.004)
(86.601)
31.247
1.3 Units in O.I.C.R. (c o llec tive inve s tm e nt ins trum ents )
36.635
1.055
1.4 Financing
-
-
-
-
-
-
1.5 Other
-
11.856
-
(2.063)
9.793
171
2. Fi nanci al l i abi l i ti es hel d for tradi ng
-
-
(20)
-
(20)
1.001
2.1 Debt securities
-
-
(20)
-
(20)
1.001
2.2 Debts
-
-
-
-
-
-
2.3 Other
-
-
-
-
-
-
di fferences
4. Deri vati ve i nstruments
4.1 Financial derivatives
- on debt securities and interest rates
- on equity instruments and share indices
- on currencies and gold
X
X
X
X
(1.858)
(3.050)
777.751
777.751
2.580.468
2.580.237
(779.793)
(777.642)
(2.472.637)
(2.472.184)
105.993
108.366
2.253
4.299
756.784
2.475.323
(752.060)
(2.443.499)
36.548
18.993
20.967
X
104.914
X
(25.582)
X
(28.685)
X
71.614
(18.579)
-
-
-
-
204
-
3.885
-
- other
4.2 Credit derivatives
Total
-
231
(2.151)
(453)
(2.373)
(2.046)
782.858
2.606.130
(923.657)
(2.547.020)
(83.343)
36.839
Net profit (loss) from hedging
3 1.12 .2 0 07
pro -forma
31.12.20 0 8
Net profi t (l oss) from hedgi ng
(7.235)
1.486
Profits (losses) from disposal/repurchase
Gains
Ne t re s ult
31.12.20 0 8
Losses
Financi al assets
1. Loans to banks
1
-
1
-
-
-
-
15.453
(58)
15.395
23.990
2. Loans to customers
3. Available-for-sale financial assets
3.1 Debt securities
-
49
(34)
15
(17)
15.219
-
15.219
21.561
185
-
(24)
-
161
-
2.446
-
3.3 Units in O.I.C.R (collective investment instruments).
3.4 Financing
4. Held-to-maturity financial assets
Total assets
3.12.20 0 7
pro -forma
-
-
-
-
15.454
(58)
15.396
23.990
Financi al l i abi l i ti es
1. Due to banks
-
-
-
-
2. Due to customers
-
-
-
-
3. Securities issued
374
-
374
151
Total l i abi l i ti es
374
0
374
151
Total
15.828
(58)
15.770
24.141
Net profit (loss) on financial assets and liabilities at fair value
31.12.20 0 8
Net profi t (l oss) on financi al assets and l i abi l i ti es at fai r val ue
Net income from trading, hedging and disposal/repurchase activities and from
assets/liabilities at fair valu e
503
3 1.12 .2 0 07
pro -forma
(118.035)
1.549
(192.843)
64.015
UBI Banca S.c.p.A.
Net profit from hedging activity fell
from +1,5 million euro to -7,3 million
euro. As concerns the effectiveness of
the hedges, that change relates to the
total
amount
of
the
hedging
derivatives used (mainly interest rate
derivatives) and to the respective
items hedged. The context of high
volatility for short term interest rates
(as occurred in the fourth quarter of
2008) did in fact penalise the
valuation
of
the
floating
rate
component of the derivatives.
Other operating income and costs
31.12.2008
31.12.2007
pro-forma
183.670
1
325.969
2
2.175
3.469
Other operating income
Recovery of expenses and other income on current account
Recovered other expenses
Recoveries of taxes
Rents and other income for property management
Recovery of expenses on financial leasing contracts
Income for services to Group member companies
Other income and exceptional receivables
Reclassification of "tax recoveries"
Other operating expenses
Fines and charges for late tax payments
109
370
33.379
28.303
-
-
145.167
289.426
2.948
(109)
4.769
(370)
(17.467)
(20.495)
(2)
(18)
On the other hand profit on the
disposal/repurchase
of
financial
Other costs and exceptional payables
(17.461)
(20.457)
assets amounted to 15,8 million euro,
230
229
Reclassification of depreciation of improvements to leas ed assets
attributable primarily to the disposal
of two equity investments: Key Client
Other operating income and costs
166.203
305.474
(formerly Cim Italia) amounting to 7,1
million euro and Centrale Bilanci amounting to 8,1 million euro (both items have been
classified as non-recurring).
The item totalled 24,1 million euro in 2007; that amount included 20,2 million euro for a nonrecurring gain on the Borsa Italiana (now London Stock Exchange) share exchange.
Depreciation of improvements to leased assets
Costs relating to financial leasing contracts
(230)
(229)
(4)
(20)
Other operating income and expenses amounted to 166,2 million euro, compared to 305,5
million euro in the previous year. This mainly reflects the decrease in income from services to
Group member companies (145,2 million euro compared to 289,4 million euro) following the
operational centralisation of activities at the subsidiary UBI.S, which took effect from 1st
October 2007. The latter amount consists of income amounting to 89,3 million euro in respect
of administration, lending, governance, commercial and financial services provided by the
Parent Bank and income amounting to 55,9 million euro for organisation and IT services
relating to the platform abandoned at the end of the year.
The amount for 2007 includes a non-recurring expense of 6,6 million euro, which represented
the present value of the total endowment to be paid to the Marches Foundation on the basis of
agreements related to the settlement of the Banca Popolare di Ancona litigation.
There was an appreciable reduction(-22,9%) in operating costs (376,8 million euro) across all
expense items, which do not include integration costs classified within a separate item, partly
the consequence of the centralisation of operations Staff costs: composition
in UBI.S already mentioned. In detail:
31.12.2007
31.12.2008
-
staff costs fell by 30,5% to 158,8 million euro
from 228,6 million euro in 2007 which
benefited, amongst other things, from the
positive impact of the pension reform affecting
the staff severance provision (5,5 million euro).
The reduction of 69,8 million euro consisted of
the following: 63,6 million euro attributable to
lower costs for employees (mainly the wages and
salaries
component);
4,7
million
euro
attributable to other personnel (personnel
working under agency staff leasing contracts
were employed during the year as part of
integration activities and the relative cost was
therefore classified within integration expenses);
504
1) Employees
a) Wages and salaries
b) Social security charges
c) Severance indemnity
d) Pension expense
e) Staff severance provision charge
f) Allocation to provision of pension and similar obligations
pro-forma
(116.654)
(79.013)
(180.214)
(112.249)
(20.786)
(40.569)
(151)
(308)
-
(71)
(2.195)
(3.412)
-
-
(7.965)
(15.633)
(7.965)
(15.633)
-
-
g) Payments to external supplementary retirement benefit
plans:
- defined contribution
- defined service
h) Expenses resulting from share based payment agreements
i) Other benefits for permanent employees
2) Other personnel
- Expenses for agency personnel on staff leasing contracts
- Other expenses
3) Directors
4) Expenses incurred for retired personnel
Total
-
-
(6.544)
(7.972)
(34.040)
-
(38.689)
(4.137)
(34.040)
(34.552)
(8.109)
(9.637)
-
(32)
(158.803)
(228.572)
UBI Banca S.c.p.A.
1,5 million euro attributable to directors and statutory auditors. The amount relating to
statutory auditors was reclassified out of other administrative expenses into staff costs in
compliance with Bank of Italy instructions. In the case of UBI Banca, the expense relates to
the first quarter of 2007 only, before the adoption of “dualistic” governance;
-
other administrative expenses – presented with a different composition to give a better
comprehension
of
the
bank’s
Other administrative expenses: composition
operations – decreased by 18,4% to
156,4 million euro. The services
31.12.2007
31.12.2008
which recorded the main decreases,
pro-forma
in addition to general expenses,
A. Other administrative expenses
(152.710)
(187.805)
properties
and
organisational,
Rent payable
(7.472)
(9.948)
corporate and legal advice (-9,1
P rofessional and advisory services
(29.656)
(38.759)
million euro), were rentals and
Rentals on hardw are, softw are and other assets
(2.787)
(2.974)
maintenance expenses for hardware
Maintenance of hardw are, softw are and other assets
(5.000)
(18.447)
and software, data transmission and
T enancy of premises
(6.315)
(9.976)
P roperty and equipment maintenance
(1.730)
(5.620)
outsourcing services (with total
Counting, transport and management of valuables
(47)
(363)
expenses down by 35,6 million euro;
Membership fees
(868)
(1.989)
it must nevertheless be considered
Information services and land registry searches
(1.123)
(631)
that the contribution of the “ICT and
Books and periodicals
(610)
(594)
Organisation” operations to UBI.S
P ostal
(12.834)
(15.820)
occurred in the last quarter of 2007
Insurance premiums
(1.203)
(2.096)
and the expenses were therefore
Advertising
(7.173)
(8.075)
only actually incurred for the first
Entertainment expenses
(1.118)
(1.294)
T elephone and data transmission expenses
(13.173)
(28.250)
nine months of the comparative
Outsourced services
(4.812)
(11.683)
year). In parallel with this, there was
T ravel expenses
(5.383)
(3.165)
a very much more contained growth
Instalments on services provided by Group companies
(48.122)
(22.404)
(+25,7 million euro) in expenses for
Debt collection expenses
(79)
(110)
services provided by UBI.S, which
Forms, stationery and consumables
(704)
(3.051)
totalled 48,1 million euro in the
T ransport and removals
(504)
(335)
period.
Security
(1.433)
(1.184)
Other expenses
(564)
(1.037)
It must also be considered that two
B. Indirect taxes
(3.686)
(3.836)
IT systems were still operating in
Indirect taxes and duties
(476)
(11)
the Group for the whole of 2008 and
Stamp duty
(847)
(1.800)
the former platform was not
Municipal property tax
(2.072)
(2.071)
“switched off” until 31st December
Other taxes
(400)
(324)
2008.
Reclassification of "tax recoveries"
109
370
Total
(156.396)
(191.641)
- net impairment losses on property,
plant and equipment and intangible assets fell to 61,6 million euro (68,8 million euro), due
to the transfer of some parts of the former IT system to UBI.S.
As a result of the performance reported above net operating income – calculated as the
difference between operating income and operating costs – amounted to 263,3 million euro
(676,1 million euro in the comparative year).
Net impairment losses on loans amounted to 4,4 million euro (1,2 million euro in 2007) and
include 4,8 million euro in relation to the write-down of amounts due from Lehman Brothers.
In detail, 0,4 million euro relate to an amount due from Lehman Brothers International
(Europe) in respect of foreign currency transactions and currency derivatives and 4,4 million
euro in respect of a cross currency swap entered into with Lehman Brothers Special
Financing, not included in the financial statements (see the section “Financial activities” in the
consolidated management report for further details).
Net provisions for liabilities and charges were reduced from 3,7 million euro to 1,7 million euro
and included a provision of 1,5 million euro, as the share pertaining to the Parent Bank,
against the default of Icelandic bank issuers and guarantors of the securities underlying the
three index linked policies sold to Group customers through Aviva Vita and Aviva
Assicurazioni Vita (see the previous section “Financial activities” in this respect).
505
UBI Banca S.c.p.A.
In view of the sharp falls in share prices which occurred during the year and worsened in the
fourth quarter, mainly affecting stocks in the banking sector, in compliance with IAS 39, UBI
Banca recognised the reductions considered significant and prolonged in the value of shares
classified as available-for-sale in the income statement. This resulted in net impairment losses
on other assets/liabilities totalling 496 million euro, including approximately 443,9 million
euro in respect of an interest held in Intesa Sanpaolo, 24,6 million euro for the interest in the
London Stock Exchange (formerly Borsa Italiana) and 19,7 million euro for the company A2A.
All three amounts were classified within non-recurring items (see also the notes to the
financial statements, Part B, Section 4).
In 2007 these impairment charges amounted to 5,9 million euro and included an
extraordinary write-down amounting to 5,6 million euro on the indirect interest held in Help
Rental Service placed in liquidation in July 2007.
The income statement benefited from net profits on the disposal of equity investments
amounting to 17,5 million euro. They consisted of 22 million euro on the sale of shares in UBI
Pramerica SGR to our American partner; 2,4 million euro on the disposal of the interest in
CFE (Corporation Financière Européenne4); a loss of -3,5 million euro on the disposal of
shares in UBI.S to Group member companies, performed on the basis of the book value of the
company as at 31st December 2007; -3,6 million euro for impairment of the subsidiary UBI
CentroSystem.
As a result of the impairment losses reported above, profit on continuing operations before tax
recorded a loss of 221,4 million euro, compared to a profit of 665,2 million euro in the
preceding twelve months.
If non-recurring items are excluded from both years, profit before tax amounted to 304,6
million euro compared to 651,7 million euro in 2007.
Taxes on income for the year – positive as a result of the application of the tax consolidation
law, which allows structurally negative taxable income to be compensated due to the presence
of dividends taxed at reduced rates at a percentage of 95% – amounted to 271,4 million euro
(222 million euro in 2007).
It must nevertheless be considered that the figure for 2008 includes the following:
a positive non-recurring component of 95,3 million euro, consisting of:
•
2,4 million euro as the positive effect, in respect of provisions already made for
deferred tax liabilities, of the tax redemption on non accounting deductions (Section EC
of the income tax return) in relation to depreciation, impairment and provisions,
pursuant to Art.1, paragraph 33, of Law No, 244/2007;5
•
92,9 million euro from the tax recognition (through the payment of a 16% substitute
tax to be paid in 2009) of the value attributed to the goodwill recognised in the financial
statements of UBI Banca when the purchase price allocation was performed following
the merger of the former BLP into the former BPU. This goodwill, as exempted, is tax
deductible over nine years from the year in which the substitute tax is paid, in
accordance with Art.15, paragraph 10, of Decree Law No. 185/2008 (see the notes to the
financial statements, Part A, for further information);
negative amount of 47,4 million euro related to the impairment of available-for-sale
equity investments, to Madoff and Lehman Brothers positions and the default of Icelandic
banks;
increased taxes amounting to 8,2 million euro resulting from gains on the disposal of
equity investments.
The 2007 figure includes positive non recurring items amounting to 142,3 million euro
resulting from adjustments to deferred tax assets and liabilities to comply with the new tax
rates introduced by the 2008 Finance Act (144,7 million euro relating to the PPA).
4 The amount was not included within non-recurring items because it was below the minimum threshold set by
internal procedures for identifying these items.
5 The amount results from the difference between the substitute tax rate (16%) and the ordinary rate [IRES corporation tax (27,5%) + IRAP - local production tax (4,82%) = 32,32%].
506
UBI Banca S.c.p.A.
If non-recurring items are excluded, positive taxation for 2008 amounted to 137 million euro,
compared to 87,8 million euro twelve months previously, as a result of changes in taxable
income.
Finally, integration costs recognised in 2008 amounted to 26,1 million euro (net of tax
amounting to 9,9 million euro), including 15,3 million euro (gross) relating to personnel and
20,7 million euro (gross) relating to impairment losses on property, plant and equipment and
intangible assets and other administrative expenses (10,6 million relating to instalments paid
to UBI.S for IT migration operations and 7,6 million euro for advisory and other services); in
the comparative year the item was 66,7 million euro net of tax amounting to 36,9 million euro.
***
The fourth quarter of 2008 incorporated all the negative events which affected the
performance of financial items in the last part of the year. The period ended for UBI Banca
with a loss of 581,4 million euro compared with a negative result of 103,2 million euro in the
third quarter (when the first signs of turbulence, which were clamorously evident after 15th
September with the Lehman Brothers event, had already appeared) and with a profit of 73,8
million euro earned in the fourth quarter of 2007.
It should be considered that since the transfer of operations to UBI Sistemi e Servizi took effect
from 1st October 2007, the fourth quarter of 2007 is fully comparable on a perfectly uniform basis
with the fourth quarter of 2008.
In detail, operating income amounted to -172,9 million euro in the period October-December
2008 (+24,5 million euro in the same quarter of 2007), penalised by the negative result for
financial activities (-135,9 million euro compared to +26,3 million euro in 2007), by the
increased magnitude of net interest income (-64,8 million euro compared to -56,6 million euro)
and by the decrease in other net operating income (22,9 million euro compared to 48,3 million
euro), due to the completion of the IT migration of the Network banks to the target system.
On the other hand operating costs, which totalled 97,2 million euro, improved by more than 9
million euro compared to the fourth quarter of 2007, as a result of synergies created by the
merger and of the constant monitoring activity which resulted from it.
More specifically, other administrative expenses, amounting to 41,3 million euro, were reduced
even more by over 14 million euro.
As a result of the performance described above net operating income amounted to -270,2
million euro (-82,1 million euro in 2007).
The last three months of the year were also affected by net impairment losses on other
assets/liabilities in respect of available-for-sale equity investments (Intesa Sanpaolo, London
Stock Exchange and A2A) amounting to 488,1 million euro6, by impairment losses on amounts
due in relation to the Lehman Brothers position amounting to 4,8 million euro and to a
provision for liabilities and charges amounting to 1,5 million euro in relation to the default of
Icelandic banks, the guarantors of index linked insurance policies purchased by Group
customers (see the information already reported in the commentary on the full year).
As a result of the above profit on continuing operations before tax recorded a loss for the period
of 773,1 million euro (-84,5 million euro in the fourth quarter of 2007), which benefited from
positive taxation of 199,7 million euro, partly the result of the recognition of goodwill for tax
purposes, against payment of substitute tax.
6 The loss of value recorded as at 30th September 2008 since the beginning of the year on those same AFS equity
investments was approximately 250 million euro and it was recognised in a separate valuation reserve in
shareholders’ equity.
507
UBI Banca S.c.p.A.
Shareholders’ equity and capital adequacy
The shareholders’ equity of UBI Banca as at 31st December 2008, inclusive of profit for the
year, amounted to 10.358,7 million euro compared to 10.962,1 million euro at the end of
2007.
As can be seen from the statement of changes in shareholders’ equity, contained among the
separate financial statements, the decrease of 603,4 million euro that occurred over twelve
months is attributable to:
•
•
•
the allocation of 2007 profit to dividends and other uses amounting to 616,4 million euro;
the recognition of 2008 profit amounting to 23,9 million euro;
a negative change in reserves of 10,9 million euro, attributable primarily to those relating to
available-for-sale financial assets.
Valuation reserves for available-for-sale financial assets: changes in the period
O.I.C.R.
1. Op eni ng bal ances
Debt
Equity
securities
instruments
T otal
Financing
-7.173
6.195
-4.524
3.557
437
57.711
16.350
628
627
3.120
40.508
-
-
43.628
3.086
40.508
-
-
43.594
2. Positi ve changes
2.1 Increases in fair value
2.2 T ransfer to income statement of negative reserves
- for impairment
- for disposal
-
-5.502
61.896
17.414
34
-
-
-
34
-
853
1
-
854
-36.955
-35.947
-27.308
-11.032
-9.023
-9.018
-
-73.286
-55.997
2.3 Other changes
3. Negati ve changes
3.1 Decrease in fair value
(c o lle c tive
inve s tm e nt
ins trum e nts )
3.2 T ransfer to income statement of positive reserves from disposal
-
-5.697
-5
-
-5.702
3.3 Impairment losses
-
-8.070
-
-
-8.070
3.4 Other changes
-1.008
-2.509
-
4. Cl osing bal ances
-40.571
36.598
-12.919
- -
3.517
-16.892
The transfer to the income statement of negative reserves amounting to 40,5 million euro relates to the cumulative
negative change in value of the interest held in Intesa Sanpaolo as at 31st December 2007, while the impairment
losses present within negative changes, amounting to 8,1 million euro, relate to the elimination of the cumulative
positive changes in value until the end of 2007 on the interest held in the London Stock Exchange, (formerly Borsa
Italiana - 7,3 million euro) and A2A (0,8 million euro).
As reported in the relative table in part F of the notes to the financial statements, the
supervisory capital of UBI Banca amounted to 13,7 billion euro at the end of 2008 (with tier 1
capital accounting for almost 10 billion euro) compared to 13,5 billion euro twelve months
previously.
The absorption of capital for credit risk, market risk operational risk and other capital
requirements (detailed in the relative table in part F of the notes to the financial statements,
which may be consulted) amounted to 1.275 million euro to give a tier 1 ratio of 45,89% and a
total capital ratio of 64,25%.
In consideration of the solidity of the ratios existing also at consolidated level, the Group has
no immediate need to strengthen its capital. UBI Banca will not therefore take advantage at
present of the opportunity to purchase special government bank bonds (the “Tremonti
Bonds”), pursuant to Art. 12 of Decree Law No. 185/2008 (anti-crisis decree) converted into
law on 28th January 2009.
Nevertheless with a view to maintaining, strengthening and improving the capital base of the
Group in the medium term and to increasing shareholder loyalty, the Management Board and
508
UBI Banca S.c.p.A.
the Supervisory Board have decided to submit a proposal to a shareholders’ meeting for two
capital management initiatives as follows:
1) the issue free of charge to the shareholders of one warrant for every share held on the exdividend date, which will give the right, after two years from issue, to subscribe one UBI
Banca share for every 20 warrants at a price which will be decided by the shareholders’
meeting.
2) the issue of convertible bonds maturing in four years, for a maximum amount of 640
million euro, reserved to shareholders at attractive conditions.
They will be convertible:
before maturity (in any event after 18 months):
at the option of the bondholder, at a predetermined price;
at the option of the issuer, at the lower of the predetermined and the market price,
by paying a premium to bondholders.
on maturity the convertible bonds may be redeemed at the option of the issuer either
in cash or by conversion into shares on the basis of the stock exchange price of the
underlying UBI Banca share and in any event for a value not less than the nominal value
of the bond.
With this structure, the issue will constitute a remunerated source of funding with a fixed
coupon and it will strengthen capital in the medium term if converted
Both the warrants and the convertible bonds will be listed on regulated markets managed by
Borsa Italiana.
509
UBI Banca S.c.p.A.
Relations with companies in the Group
Details of relations with companies in the Group are given in part H of the notes to the
financial statements as part of the information on related parties, distinguishing between
subsidiaries (fully consolidated), companies subject to joint control (proportionately
consolidated) and associates (consolidated using the equity method).
Research and Development
Information on the research and development performed by the Bank is contained in the
relative section of the consolidated management report contained in the first part of this
publication.
As part of its role as the Parent Bank, UBI Banca performs research and development for the
purpose of supporting and co-ordinating all the companies in the Group.
The system of internal control
As concerns the system of internal controls of UBI Banca, this is reported in the corresponding
section of the consolidated management report and also, with regard to risks and the relative
hedging policies, in Part E of the Notes to the accounts where full details are given.
510
UBI Banca S.c.p.A.
Share
performance
structure
and
shareholder
Share performance
The UBI Banca share is traded on the Mercato Telematico Azionario (screen based stock
market) of Borsa Italiana in the blue chip segment and forms part of the S&P/MIB Index.
As is known, the crisis that hit financial markets in 2008 reduced capitalisation on all world
stock exchanges and the relative indices recorded substantial losses (see the section “The
macroeconomic scenario”).
On the Milan stock exchange the S&P/Mib index lost 49,5% over twelve months, with all
major sectors (industrial, services and financial) involved; that which lost most was the
financial sector (-53,9%). More specifically the banking sector ended 2008 with a loss of
57,3%. This was the context in which the UBI Banca share performed in 2008 with a loss of
44,5%.
The fall in share prices is greater if the comparison is made with the date on which the UBI
Banca Group was established (April 2007), since the origin of the current financial situation
dates back to July 2007, when the United States subprime mortgage crisis began.
Nevertheless, even over this period of time the UBI Banca share (-52,4%) recorded a more
contained loss than that incurred by the banking sector (-63,7%) and by the S&P/Mib index (53,7%) .
2009 began with strong negative trends on markets, with the S&P/Mib index losing 23,19% in
the first three months (20th March) and the banking sector even more (-26,21%). The UBI
Banca share was particularly penalised, (-29,3% to 7,28 euro), recording record lows (6,15
euro – the reference price on 9th March 2009.
Performance comparisons for the Unione di Banche Italiane share
Amo unts in euro
30.12.2008
A
28.12.2007
B
Variazione %
A/B
2.4.2007
C
% change
A/C
Unione di Banche Italiane
- official price
10,398
18,734
-44,5%
21,850
-52,4%
- reference price
10,290
18,810
-45,3%
21,790
-52,8%
S&P/Mib
19.460
38.554
-49,5%
41.990
-53,7%
1.469
3.443
-57,3%
4.048
-63,7%
Mib Banks
511
UBI Banca S.c.p.A.
Performance of the S&P/Mib, banking Mib and the UBI Banca share (*)
since 2nd April 2007
110
105
100
95
90
85
80
75
70
65
60
55
50
45
40
35
30
25
20
15
Graph No. 1
S&P Mib
UBI Banca
Banking Mib
2007
A
M
J
J
A
S
O
N
D
2008
J
F
M
A
M
J
J
A
S
O
N
D
2009
J
F
M
(*) Prices in euro
Performance of the UBI Banca share
since 1st July 2003 (*) and volumes traded
Graph No. n.2
42.000.000
40.000.000
38.000.000
36.000.000
34.000.000
32.000.000
30.000.000
28.000.000
26.000.000
24.000.000
22.000.000
20.000.000
18.000.000
16.000.000
14.000.000
12.000.000
10.000.000
8.000.000
6.000.000
4.000.000
2.000.000
0
Volumes
23
22
21
20
19
18
17
16
15
14
13
12
11
10
9
8
7
6
5
4
3
2
2003
2004
2005
2006
2007
2008
2009
J A S O N D J F MA M J J A S O N D J F MA M J J A S O N D J F MA M J J A S O N D J F MA M J J A S O N D J F MA M J J A S O N D J F M
(*) prices in euro
The year 2009 began with strong negative trends on markets, with the S&P/Mib index losing
23,19% in the first three months (20th March) and the banking sector even more (-26,21%).
The UBI Banca share was particularly penalised, (-29,3% to 7,28 euro), recording record lows
(6,15 euro – the reference price on 9th March 2009.
In 2008, 649 million UBI Banca shares were traded on the screen based stock market for a
value of 9,9 billion euro, compared to 725 million shares for 14,7 billion euro recorded in
2007.
As a result of the decrease in the share price, the stock market capitalisation (calculated on
the official price) at the end of the year had fallen to 6,6 billion euro, corresponding to the
consolidated tangible equity (calculated net of goodwill), from 12 billion euro in 2007. Despite
this, UBI Banca remains one of the banking shares with the greatest capitalisation at 4th place
among Italian banking groups and in first place among “popular” banks.
At European level, the UBI Banca Group was again among the first twenty five on the basis of
the classification drawn up by the ABI (Italian Banking Association) in its European Banking
Report which considers the 15 countries of the European Monetary Union plus Switzerland.
The main information concerning the UBI Banca share is summarised below along with the
principal stock market indicators which have been calculated using consolidated figures
stated pro-forma for 2007, which are more meaningful.
512
UBI Banca S.c.p.A.
The UBI Banca share and the main stock market indicators
2 0 08
N umber of outstan ding shares at the en d of year
20 0 7
639.145.902
639.145.902
Italian a Spa)
15,029
20,133
Minimum price (recorded during trading) - in euro
10,290
17,780
Maximum price (recorded during trading) - in euro
18,850
22,680
Average price of th e UBI share - in euro (average of th e official prices quoted daily by Borsa
Un it dividen d - in euro
0,450
0,950
Dividend yield (dividen d per sh are/average price)
2,99%
4,72%
287.615.655,90
607.188.606,90
17,32
17,10
10,53
6.646
10,29
11.974
0,60
1,10
Dividend totals - in euro
Book Value - in euro (Consolidated equity, excluding goodw ill and profit for th e period, per
sh are)
Book Value - in euro (Consolidated equity, excluding goodw ill and profit for th e period, per
sh are)
Stock market capitalisation at th e en d of the year (official prices) - in millions of euro
P rice/book value (Stock market capitalisation at th e en d of th e year/con solidated equity,
excludin g profit for th e year)
P rice/book value n et of goodw ill
EP S - Earn in g per sh are - in euro (con solidated n et profit per share pursuant to IAS 33)(*)
0,99
1,82
0,108
1,644
(*) The EPS for 2007 takes into account the earnings of the companies of the former BLP Group from 1st January 2007.
Information concerning share capital and share ownership
The share capital of UBI Banca as at 31st December 2008 was unchanged at 1.597.864.755
euro, consisting of 639.145.902 ordinary shares with a nominal value of 2,5 euro; all the
outstanding shares have normal dividend entitlement from 1st January 2008.
The legislation in force relating to ‘popular’ co-operative banks (Art. 30 of the Consolidated
Banking Act), which is also cited in article 18 of the corporate by-laws, limits the percentage
interest of the share capital that may be owned by registered and unregistered shareholders to
0.50% of the share capital.
The limit on the size of shareholdings does not apply to collective investment companies,
which are subject to the limits laid down in the rules of each of them.
Each registered shareholder may cast only one vote, irrespective of the number of shares held.
Under Article 120 of the Consolidated Finance Act, persons holding more than 2% of the share
capital in a share issuer which has Italy as its member state of origin must notify this to the
company and to the CONSOB (Italian securities market authority).
At the date of this financial report no reports of positions greater than 2% had been notified,
other than those received in April 2007 at the time of the merger of Banca Lombarda e
Piemontese. On the date of the payment the 2008 dividend, the principal shareholders of UBI
Bank held shares as follows: 2,280% by Fondazione Cassa di Risparmio di Cuneo; 2,255% by
Fondazione Banca del Monte di Lombardia; 2,122% by Carlo Tassara Spa1. In accordance with
Art. 30 of the Consolidated Banking Act, the Bank proceeded to inform those concerned of the
prohibition on holding more than 0,50% of the share capital2.
On the basis of an updating of the shareholders’ register, registered shareholders numbered
85.280 as at 31st December 2008. They held more than 65% of the share capital. If account is
also taken of the shareholders who are not listed in the shareholders’ register, then the total of
registered and unregistered shareholders numbered approximately 151 thousand. On the
basis of data relating to the dividend distribution paid in 2008, 44% of the overall shareholder
base of UBI Banca consists of private individuals and 56% consists of legal entities. The
1 At the date of this report, the interest held was 2,004%.
2 Art. 41, paragraph 14 of Decree Law No 207 of 30th December 2008, converted into Law No. 14 of 27th February
2009, granted a further postponement of one year (with respect to what had already been granted by Art. 28-bis of
Decree Law No. 248 of 31st December 2007, converted into Law No. 31 of 28th February 2008) for the sale of equity
investments in excess of 0,50% of the share capital held in “popular” co-operative banks, where the reason for
exceeding the limit relates to ownership concentration transactions between banks or between investors. That
postponement was communicated by letter to the parties concerned.
513
UBI Banca S.c.p.A.
shares held by institutional investors represent more than 39% of the share capital3 and more
specifically 9,4% is owned by investment funds and more than 10% by asset management
companies, brokerage and financial companies.
The report on corporate governance attached to this publication may be consulted for other
disclosures pursuant to article 123-bis of Legislative Decree No. 58 of 24th February 1998
(Consolidated Law on Finance)
Corporate Governance
Information on corporate governance is given in the corporate governance report prepared in
compliance with the Self Disciplinary Code of Conduct for listed companies of Borsa Italiana
Spa. The report is contained in an attachment to this publication and may also be consulted
on the corporate website at “www.ubibanca.it in the section Corporate Governance, Corporate
Documents”.
Own shares
As at 31st December 2008 UBI Banca held none of its own shares and it neither purchased nor
sold shares during the year (notes to the financial statements, Part B, Liabilities, Section 14
Table 14.3).
Report on the admission of new registered shareholders
(pursuant
to Art. 2528, paragraph five of the Italian Civil Code)
We report that again in 2008, the admission of new registered shareholders was decided by
first assessing the applications presented in compliance with the articles 6 and 9 of the
corporate by-laws of UBI Banca.
The applications submitted for the approval of the Management Board numbered a total of
1.792, all fully accepted, after verifying the possession of a minimum of 250 shares by aspiring
registered shareholders, as provided for by article 8, paragraph 2 of the corporate by-laws.
In detail, 1.759 applications were collected by banks in the Group and the remaining 33
through non Group intermediaries.
Report on mutual objects
(in accordance with Art. 2545 of the Italian Civil
Code)
In accordance with its model as a ‘popular’ bank, UBI Banca not only orients its operating
policies towards the production of value in general, but also towards achieving the mutual
objects intrinsic in its institutional model, both through initiatives directed to grant
3 On the basis of the latest survey conducted on the composition of the shareholder base in co-operation with an
international company specialising in “market intelligence”, which does not include trust companies and hedge
funds, the share capital held by institutional investors is located mainly in Europe (including Italy), in the British
Isles area (United Kingdom and Ireland) and in North America.
514
UBI Banca S.c.p.A.
concessions directly to its registered shareholders and through numerous actions to support
the local economies of the areas in which the bank operates traditionally.
The package termed “Value Project”, is important with regard to the first aspect. It is a set of
banking and insurance concessions, free of charge, destined exclusively to the registered
shareholders of the Bank. The banking concessions are reserved to those who hold a current
account and have shares in the Bank deposited with banks in the Group, while the insurance
policies are for registered shareholders in general.
More specifically, the Value Project allows registered shareholders to save on the monthly
charges on some of the Duetto bundled accounts, it exempts them from assessment charges
for home mortgage and personal loans and grants them loans at special rates to meet the
costs of their children’s education.
Young registered shareholders are exempted from charges for activating prepaid and
rechargeable cards.
As concerns insurance, the Value Project grants, free of charge, a family civil liability policy,
an accident life or permanent invalidity policy, a safe withdrawal policy which pays damages
for thefts or robberies occurring during paying in or withdrawal operations and a daily
indemnity in case of hospitalisation caused by an accident.
Again with regard to initiatives on behalf of shareholders and more specifically also to increase
the loyalty of registered shareholders and to provide an incentive to participate in shareholder
events as a pivotal moment of meeting and discussion on the life of the bank, a three-year
competition is currently in progress in which prizes are drawn for registered shareholders
attending meetings.
As concerns support for the local economies in the areas in which the Bank operates through
its Group, decisions are made as part of the social responsibility orientation of the Bank which
reflects its “historical” mission of being a ‘Popular Bank’ strongly rooted in the social and
economic life of the community committed to the promotion of harmonious and lasting
development, thereby interpreting and implementing the original co-operative objects of
‘popular’ banks in a new and broader manner.
The network banks, which are operationally and legally autonomous, are organised on a
federal model according to a principal of complementarity, which integrates different corporate
histories and cultures which each have a common vocation: strongly rooted in local areas,
attention to the needs of local financial, industrial and economic communities and a strong
orientation to serve families and small to medium size enterprises.
The Group has grown in this way to cover a large part of the Italian regions with banks which
originated in them and which have gradually opened new branches or merged with other local
realities to achieve a particularly large share of branches in their provinces of origin. That is
why the role of the branch networks is emphasised in the Group’s banks: their primary
objective is to focus on longstanding links with local economies and communities, to conserve
traditional relationships between bank and customer and to create value in society.
The branches are not concentrated in a few large centres, but are spread throughout almost
1.200 municipalities.
In order to better direct the Bank’s operations to assist business communities in the very
many local realities in which the Group is present, it works with trade associations and
guarantee bodies that represent local communities, by means of conventions for the purpose
of granting ordinary loans and also specific loans to develop the competitiveness of small to
medium sized enterprises. The product companies play a key role here by providing excellent
services in fields that include business advisory services, innovative finance, easy-term credit,
leasing and electronic commerce (see the section on small businesses in the consolidated
management report).
Finally constant attention continues to be paid to the development of new products and
services with particular reference to social and environmental issues. One issue that has been
515
UBI Banca S.c.p.A.
addressed in recent years, of great importance, is that of the social inclusion of disadvantaged
groups and of immigrant citizens from outside the European Community in particular. Local
institutions and trade associations are involved with the dual task of indicating cases worthy
of attention and of guaranteeing that finance consisting of very small loans actually arrives at
its destination for social welfare purposes and to support entrepreneurial initiatives and study
and retraining courses for those groups in the population. Work has been in progress in this
direction for some time now with a project named “InItaly”, which involves funding and lending
products and banking and insurance services dedicated to immigrants from outside the
European Community and more generally to disadvantaged groups in society and to voluntary
associations. In order to make an even more incisive contribution to preventing the risk of
social exclusion for the more disadvantaged groups who have difficulty in gaining access to
bank credit, a strategic partnership was entered into at the end of 2008 with PerMicro Spa, a
national operator which specialises in developing micro-credit for individuals and very small
businesses.
In recent years, in consideration of the increasing gravity of environmental problems, the
Group has introduced specific products to support the environment and initiatives to reduce
polluting emissions by private individuals and businesses with the continuation of the “My
city” project and the development of the “Energy Space” project, which led to the launch of two
new lines of finance, one dedicated to alternative energies (“New Energy”) and one directed
specifically to the development of photovoltaic cells “Forza Sole” (Sun Strength). The marketing
campaign “Quì UBI per l’ambiente” is also designed to increase awareness of environmental
issues among customers. It was launched in November in co-operation with WWF Italia to
promote internet banking in the Group by supporting initiatives to study and conserve the
environment in nature reserves and parks located in the provinces in which the network
banks have their roots.
Attention to local needs in a context of subsidiarity and mutuality is also borne out by the
numerous initiatives to provide social, cultural, scientific, welfare and environmental support
performed directly by the Group’s network banks, which are flanked by initiatives by the
Parent Bank and by the Foundations created by the Group, the Banca Banca Popolare di
Bergamo Onlus, Banche Popolari Unite per Varese Onlus, Fondazione CAB and Fondazione
Banca San Paolo di Brescia (see also the special section in the consolidated management
report). More specifically, in accordance with their corporate by-laws, the principal Banks in
the Group grant a part of their profits to charitable, humanitarian, social, cultural and artistic
purposes
The Bank also gives priority in its sponsorship activities designed to promote its image to
initiatives which link its brand name with associations and personalities in the world of
voluntary work, culture and sport that provide positive examples to the community.
Action was taken in 2008 involving funds totalling more than 21,5 million euro with which
the Group contributed to the life of hundreds of organisations and associations, both church
associated and others, spread throughout the community to fuel intense activity that is
important to individual local areas.
Initiatives to reform legislation on ‘popular’ co-operative banks
In recent years the Italian Parliament has attempted on several occasions to examine the
legislation governing “popular” banks with a view to making changes with regard to the
maximum limit on shares that may be held by individual and institutional investors.
UBI Banca has expressed its opinion in favour of raising the limits on shareholdings, but at
the same time conserving the regulations on “popular” banks, especially with regard to the
principle of per capita voting.
516
UBI Banca S.c.p.A.
Shareholdings of management and supervisory bodies, the
General Manager and senior managers with strategic
responsibilities
The information required under Art. 79 of the Issuers Regulations is given in Part H of the
notes to the financial statements, with regard to relations and business with related parties.
De jure and delegated powers of the corporate bodies
(CONSOB
Recommendation No. 97001574 of 20th February 1997)
Information concerning the powers of the governing bodies of Unione di Banche Italiane Scpa,
as required under CONSOB (Italian securities market authority) Recommendation No.
97001574 of 20th February 1997 is contained in the report on corporate governance attached
to this publication.
517
UBI Banca S.c.p.A.
Other information
Amendments to corporate by-laws
On 27th January 2009 the Management Board passed a resolution to submit the following
amendments of the Corporate By-Laws to a shareholders’ meeting: articles 5 and 13 (Title III Share Capital, Registered Shareholders and Shares), articles 22 and 28 (Title V - Shareholders’
Meetings), articles 30, 36, 37, 38 and 39 (Title VI - Management Board), articles 43 and 43 bis
(Title VII- Chief Executive Officer), articles 44, 45, 46, 47, 48 and 49 (TITLE VIII - Supervisory
Board), article 51 (Title X - Board of Arbitration), article 52 (Title XI- Financial Statements,
profits and reserves) and the transition regulations from I to VI.
Those amendments to the corporate by-laws – authorised by the Supervisory Board in a
meeting of 30th January 2009 – are attributable mainly to the need for the Corporate By-Laws
to comply with the rules introduced by the “Supervisory provisions on the organisation and
corporate governance of Banks”, adopted by the Governor of the Bank of Italy on 4th March
2008 (hereinafter “Bank of Italy Provisions”). Amendments made in this respect concerned the
following:
i) procedures for the appointment, removal and substitution of members of the Supervisory
Board, with provisions for greater representation of candidates from minority lists;
ii) powers granted to shareholders’ meetings to determine the total remuneration of members
of the Supervisory Board, including therefore those with particular appointments, powers or
functions;
iii) powers granted to shareholders’ meetings to approve remuneration policies for members of
the Management Board and remuneration and/or incentive schemes based on financial
instruments;
iv) the criterion for distributing remuneration among the members of the Supervisory Board;
v) more precise identification and distinction of the duties and responsibilities of the
Management Board and of the Supervisory Board, regarding in particular:
- powers conferred on the Chairman of the Management Board and the Chairman of the
Supervisory Board;
- powers attributable to bodies delegated by the Management Board;
- strategic operations reserved to the Supervisory Board;
vi) participation in Management Board meetings by members of the internal control
committee;
vii) the elimination of transition regulations, because they are now obsolete.
Finally amendments of a formal nature are proposed or in any case designed to introduce a
more precise definition to the by-laws.
If approved the proposals in question will not give rise to the right to withdraw from the
company.
518
UBI Banca S.c.p.A.
Litigation
Information on corporate litigation currently pending concerning UBI Banca is given in the
consolidated report on operations, which may be consulted.
Tax consolidation
UBI Banca participates in the national tax consolidation pursuant to articles 117 et seq. of the
TUIR (consolidated law on income tax). As a result of the amendments introduced by Law No.
244/2007 (the 2008 Finance Act) from 1st January 2008 there is no longer total exemption for
intragroup dividends and the regime of neutrality for transfers between members of the Group
has also been removed. The tax consolidation expiring in 20101 was confirmed in June 2008,
but without effect for the three year contracts that already existed and expired in 20082.
Decree Law No. 112/2008, enacted immediately following the expiry of the time limit for taking
up the three year option, introduced concessionary measures in relation to the non
deductibility of interest expense – see article 96, paragraph 5 bis, of the TUIR. These will lead
as a consequence to a further extension of the tax consolidation from 2009 with the inclusion
of companies already excluded for organisational and operational reasons.
Legislation on the protection of personal data
In compliance with Art. 34 of Legislative Decree No. 196 of 30th June 2003 – Legislation on the
protection of personal data – the periodical update of the security programme document was
completed on time and in compliance with the recommendations contained in the Attachment
B, Technical Regulations, of that decree (Rule 19).
1 The tax consolidation expiring in 2010 includes UBI Sistemi e Servizi, Mercato Impresa, UBI Assicurazioni, UBI CentroSystem, BPB
Immobiliare and UBI Gestioni Fiduciarie.
2 The tax consolidation which expired in 2008 included Banca Popolare di Bergamo, Banco di Brescia, Banca Regionale Europea,
Banco di San Giorgio, Banca di Valle Camonica, UBI Banca Private Investment, UBI Leasing, Silf, UBI Factor, Capitalgest Alternative
Investments SGR, UBI Pramerica Alternative Investments SGR, S.B.I.M., SOLIMM and UBI Gestioni Fiduciarie Sim.
519
UBI Banca S.c.p.A.
Principal risks and uncertainties to which
UBI Banca is exposed
UBI Banca, as the Parent Bank, plays a leading role in the process of assessing capital
adequacy at consolidated level (ICAAP – Internal Capital Adequacy Assessment Process) and it
also performs centralised functions of risk measurement, monitoring and management
detailed in the consolidated report on operations, which may be consulted for a precise
description and for details of the principal uncertainties.
Significant events occurring after the end of
the year and the business outlook
The main significant events occurring after the end of the year are reported in the notes to the
financial statements, Part A – Accounting policies, in compliance with Bank of Italy Circular
No. 262 of December 2005.
The corresponding section of the consolidated management report may be consulted for
information on the business outlook.
520
UBI Banca S.c.p.A.
Proposal for the allocation of profit for the
year and a dividend distribution
Dear Shareholders,
In compliance with article 2364 bis of the Italian Civil Code and article 52 of the corporate bylaws, the following allocation of profit and dividend distribution is proposed:
Profit for the year
Euro
23.885.701,72
10% to the legal reserve
Euro
-2.388.570,17
Remaining profit
Euro
21.497.131,55
1,5% to the Board of Directors for charitable, humanitarian, social, cultural and
artistic purposes
Euro
-322.456,97
Euro
21.174.674,58
quota to the unavailable reserve pursuant to Art. 6 Legislative Decree 38/2005 (*)
Euro
-7.399.557,00
Profit distribu table
Euro
13.775.117,58
from retained profit
Euro
261.344,49
from the extraordinary reserve
Euro
273.579.193,83
TOTAL
Euro
287.615.655,90
Euro 0,45 for each of the 639.145.902 ordinary shares with dividend entitlement 1st
January 2008
Euro
-287.615.655,90
(*) Net gains relate to non negotiable financial instruments.
As a result of the Bank’s sound capital ratios and a policy of allocating to reserves pursued in
previous years with the objective, amongst other things, of stabilising the remuneration of
shares, the Management Board has decided to propose the declaration of a dividend of 0,45
euro for each of the ordinary shares outstanding.
Payment of the dividend, if approved, will commence on 18th May 2009 (value date 21st May
2009), against coupon No. 7.
As a result of the tax reform which came into force on 1st January 2004, there is no tax credit
on the dividend and, depending on who receives it, it is either subject to a withholding tax or
part of it constitutes taxable income.
The total dividend payment will amount to 287,6 million euro drawn on the profit of the Parent
Bank and on the extraordinary reserve after legal and by-law allocations.
Bergamo, 24th March 2009
The Management Board
521
UBI Banca S.c.p.A.
STATEMENT OF THE
CHIEF EXECUTIVE
OFFICER AND OF THE
SENIOR OFFICER
RESPONSIBLE FOR
PREPARING THE
COMPANY ACCOUNTING
DOCUMENTS
522
UBI Banca S.c.p.A.
Certification of the separate company financial statements pursuant to article 154
bis of Legislative Decree No. 58/98
1.
The undersigned Victor Massiah, Chief Executive Officer, and Elisabetta Stegher, Senior
Officer Responsible for preparing the company accounting documents of UBI Banca Scpa,
having taken account of the provisions of paragraphs 3 and 4 of article 154 bis of Legislative
Decree No. 58 of 24th February 1998, hereby certify to:
the adequacy in relation to the characteristics of the company and
the effective application of the administrative and accounting procedures for the
preparation of the separate financial statements during the course of 2008.
2.
The model employed
The assessment of the adequacy of the administrative and accounting procedures for the
preparation of the separate company financial statements as at and for the year ended 31st
December 2008 was based on an internal model defined by UBI Banca Scpa and developed in
accordance with the framework drawn up by the Committee of Sponsoring Organisations of
the Treadway Commission (COSO) and with the framework Control Objectives for IT and
related technology (COBIT) which represent the generally accepted international standards for
internal control systems.
3.
The undersigned Victor Massiah and Elisabetta Stegher also certify that:
3.1 the financial statements as at and for the year ended 31/12/2008:
a) were prepared in compliance with the applicable international accounting
standards recognised by the European Community in accordance with the
Regulation No. 1605/2002 (EC) issued by the European Parliament on 19th July
2002;
b) correspond to the records contained in the accounting books of the company;
c) were prepared in compliance with the International Financial Reporting Standards
adopted by the European Union and also with the regulations issued to implement
Art. 9 of Legislative Decree No. 38/2005 and, insofar as it is known, give a true and
fair view of the capital, operating and financial position of the issuer.
3.2 the management report comprises a reliable analysis of the performance, operating results
and position of the issuer, together with a description, insofar as they are known, of the main
risks and uncertainties to which it is exposed.
24th March 2009
Victor Massiah
Elisabetta Stegher
Chief Executive Officer
(Signed on the original)
Senior Officer Responsible for preparing
the company accounting documents
Signed on the original)
523
UBI Banca S.c.p.A.
524
UBI Banca S.c.p.A.
525
UBI Banca S.c.p.A.
Separate Financial Statements
526
UBI Banca S.c.p.A.
Balance Sheet
Amounts in euro
A SSET S
3 1. 12 . 2 0 0 8
10. CASH AND CASH EQUIVALENTS
3 1. 12 . 2 0 0 7
246.459.531
66.811.780
2.424.110.857
2.753.771.831
460.156.962
981.147.602
2.767.513.109
2.060.908.877
1.620.566.668
1.244.574.348
60. LOANS TO BANKS
29.298.337.507
19.708.389.611
70. LOANS TO CUSTOM ERS
10.446.767.620
10.266.957.901
80. HEDGING DERIVATIVES
72.786.755
48.974.964
100. EQUITY INVESTM ENTS
11.909.207.092
11.606.918.299
677.217.765
678.204.768
596.755.992
588.673.152
569.057.699
569.694.244
593.404.541
528.085.059
343.011.461
470.931.733
250.393.080
57.153.326
13.931.432
43.866.288
856.101.608
1.404.608.222
20. FINANCIAL ASSETS HELD FOR TRADING
30. FINANCIAL ASSETS AT FAIR VALUE
40. AVAILABLE-FOR-SALE FINANCIAL ASSETS
50. HELD-TO-M ATURITY FINANCIAL ASSETS
110. PROPERTY, PLANT AND EQUIPM ENT
120. INTANGIBLE ASSETS
of which:
- goodwill
130. TAX ASSETS
a) current
b) def erred
140. NON CURRENT ASSETS AND DISPOSAL GROUPS HELD FOR SALE
150. OTHER ASSETS
T OT A L A SSET S
6 1. 9 8 3 . 3 17. 4 3 9
51. 9 8 1. 8 9 2 . 70 2
The mandatory financial statements as at 31.12.2007 were affected by the reclassification of repurchase and
reverse repurchase agreements with an institutional counterparty out of the items “due to/from banks” into
the items “due to/from customers”.
527
UBI Banca S.c.p.A.
Amounts in euro
LI A B I LI T I E S A N D S HA R EHO LD ER S’ EQ U I T Y
3 1. 12 . 2 0 0 8
10. DUE TO B ANKS
3 1. 12 . 2 0 0 7
28.732.514.628
20.505.577.307
5.813.894.791
2.872.466.176
30. SECURITIES ISSUED
14.128.184.210
14.657.253.010
40. FINA NCIA L LIAB ILITIES HELD FOR TRADING
1.222.186.638
842.340.914
60. HEDGING DERIV ATIVES
74.820.300
54 .000.672
80. TAX LIA BILITIES
411.848.641
606.325.952
a) current
291.22 6.995
458.290.466
b) def erred
120.621.646
148 .035.486
1.186.374.516
1.421.758.260
110. STA FF SEVERANCE PROVISIONS
44.483.091
51.037.372
120. PROV ISIONS FOR LIA BILITIES A ND CHARGES
10.328 .973
8 .992.739
-
-
10.328 .973
8 .992.739
12.841.916
24.455.922
1.623.711.218
1.411.660.076
7.100.378.060
7.100 .378.060
1.597.864.755
1.597.864.755
23.885.702
827.781.487
20. DUE TO CUSTOM ERS
100. OTHER LIA BILITIES
a) pension and similar obligat ions
b) ot her provisions
130. V ALUA TION RESERV ES
160. RESERV ES
170. SHARE PREM IUM S
180. SHA RE CA PITAL
200. PROFIT (LOSS) FOR THE YEA R (+/ -)
T O T A L LI A B I LI T I E S A N D S HA R EHO LD E R S’ EQ U I T Y
6 1. 9 8 3 . 3 17. 4 3 9
51. 9 8 1. 8 9 2 . 70 2
The mandatory financial statements as at 31.12.2007 were affected by the reclassification of repurchase and
reverse repurchase agreements with an institutional counterparty out of the items “due to/from banks” into
the items “due to/from customers”.
528
UBI Banca S.c.p.A.
INCOME STATEMENT
Amounts in euro
3 1. 12 . 2 0 0 8
3 1. 12 . 2 0 0 7
10. INTEREST INCOM E AND SIM ILA R
1.84 4.32 5.4 08
1.242 .693 .34 4
20. INTEREST EX PENSE A ND SIM ILA R
(2 .095.114 .313)
(1.426.879.26 4)
3 0 . N E T I N T E R E S T IN C O M E
( 2 50 . 7 8 8 . 9 0 5)
40. COM M ISSION INCOM E
50. COM M ISSION EX PENSE
( 18 4 .18 5. 9 2 0 )
37.311.775
41.966.254
(24.138.264)
(24 .125.93 4)
6 0 . N ET C OM M ISSION IN C OM E
13 . 17 3 . 511
70. DIV IDENDS A ND SIM ILA R INCOM E
904.354.86 5
972.115.33 9
(83.3 43.036)
23 .70 6.16 4
80. NET PROFIT (LOSS) FROM TRA DING
90. NET PROFIT (LOSS) FROM HEDGING A CTIV ITY
100. PROFIT (LOSS) FROM DISPOSA L OR REPURCHA SE OF:
a) loans
b ) available-f or-sale financial asset s
(7.23 5.399)
1.514.2 19
15.770.3 66
24.119 .83 0
9 00
-
15.39 5.4 00
23.989.473
c) held-t o-mat urit y f inancial asset s
d ) f inancial liab ilit ies
110. NET PROFIT (LOSS) ON FINA NCIA L A SSETS A ND LIAB ILITIES at f air value
-
-
374.0 66
130.3 57
(118.034 .79 7)
12 0 . G R O S S I N C O M E
4 73 . 8 9 6 . 6 0 5
130. NET IM PA IRM ENT LOSSES ON:
a) loans
b ) available-f or-sale financial asset s
14 0 . N E T F I N A N C I A L O P E R A T I N G I N C O M E
(7.135.03 8)
(4.3 99.830)
(1.2 08.13 0)
(4 94.4 61.502)
(43.14 2)
-
-
(1.6 15.600)
(5.883.76 6)
( 2 6 . 5 8 0 . 3 2 7)
150. A DM INISTRA TIV E EX PENSES
1.549.2 18
8 56 . 6 59 . 17 0
(50 0.476.932)
c) held-t o-mat urit y f inancial asset s
d ) ot her f inancial t ransact ions
17. 8 4 0 . 3 2 0
8 4 9 . 52 4 . 13 2
(351.28 3.161)
(476.333.717)
a) st af f cost s
(174.151.972)
(26 8.9 23.0 16)
b ) ot her administ rat ive expenses
(177.13 1.189)
(207.4 10 .701)
160. NET PROV ISIONS FOR LIA B ILITIES AND CHA RGES
(1.733 .291)
(3 .731.68 2)
(39.4 39.932)
(59 .287.6 21)
180. NET IM PA IRM ENT LOSSES ON INTA NGIB LE A SSETS
(2 2.055.573)
(35.69 6.62 0)
190. OTHER OPERA TING INCOM E/ (EX PENSE)
166.081.9 24
170. NET IM PA IRM ENT LOSSES ON PROPERTY , PLA NT A ND EQUIPM ENT
2 0 0 . OPER A T IN G C OST S
( 2 4 8 .4 3 0 .0 3 3 )
210. PROFITS (LOSSES) OF EQUITY INV ESTM ENTS
240 . PROFITS (LOSSES) ON DISPOSA L OF INV ESTM ENTS
2 50 . P R O F I T ( LO S S ) O N C O N T I N U I N G O P ER A T I O N S B E F O R E T A X
17.6 00.834
(278.66 0)
(58 .621)
256 .33 4
( 2 5 7. 4 6 8 . 14 7)
260 . TAX ES ON INCOM E FOR THE Y EA R FOR CONTINUING OPERA TIONS
5 72 . 0 0 9 . 6 0 5
2 81.353.849
2 70 . A F T E R T A X P R O F I T ( LO S S ) O N C O N T I N U I N G O P E R A T I O N S
2 3 . 8 8 5. 70 2
280 . PROFIT (LOSS) A FTER TA X FROM DISCONTINUED OPERA TIONS
2 3 . 8 8 5. 70 2
255.849.53 0
8 2 7. 8 59 . 13 5
-
2 9 0 . PR O F I T ( LO S S ) F O R T HE Y E A R
297.557.43 9
( 2 7 7. 4 9 2 .2 0 1)
(77.64 8)
8 2 7. 78 1. 4 8 7
The figures to 31.12.2007 were affected by the reclassification of statutory auditors remuneration which was
reclassified within administrative expenses out of item b) other administrative expenses into item a) staff
costs, following instructions given by the Bank of Italy.
529
UBI Banca S.c.p.A.
Statement of changes in shareholders’ equity 2008
Cha ng e s du rin g t h e y e a r
Allo c a t io n o f p rio r y e a r
p ro f it
Cha ng e s in
Ba la nc e s a s a t
B a la nc e s a s a t
o pe ning
3 1. 12 . 2 0 0 7
0 1. 0 1. 2 0 0 8
ba la nc e s
Cha ng e s in
Div id e nds
Re s e rv e s
re s e rv e s
a nd o t he r
Amount s in e uro
S ha re ho lde rs ’
Tr a n s a c t i o n s a f f e c t i n g e q u i t y
use s
Ne w
P urc h a s e
Ex t r a o r d i n a r y
Cha ng e in
De riv a t iv e
s ha re
o f o wn
d is t ribut io n
c a pit a l
s o n o wn
issue s
s ha re s
o f div ide nds
ins t rum e nt s
s h a re s
S toc k
P ro f it
e qu it y a s a t
( lo ss) f o r
3 1. 12 . 2 0 0 8
t he y e a r
o pt io ns
S ha re c a pit a l:
a ) or dina ry sha r e s
b) ot he r sha r e s
S ha re p re m iu ms
1.597.864.755
-
1.597.864.755
-
-
-
-
-
-
-
-
-
-
1. 5 9 7 . 8 6 4 . 7 5 5
-
-
-
-
-
-
-
-
-
-
-
-
-
-
7.100.378.060
-
7.100.378.060
-
-
-
-
-
-
-
-
-
-
7 . 10 0 . 3 7 8 . 0 6 0
1.179.771.813
-
1.179.771.813
211.307.831
-
-
-
-
-
-
-
-
-
1. 3 9 1. 0 7 9 . 6 4 4
231.888.263
-
231.888.263
-
-
743.311
-
-
-
-
-
-
-
2 3 2 . 6 3 1. 5 7 4
- 5.502.203
-
- 5.502.203
-
-
- 11.389.480
-
-
-
-
-
-
-
- 16 . 8 9 1. 6 8 3
Re s e rv e s :
a ) of pr of it s
b) ot he r
Va l u a t i o n r e s e r v e s :
a ) a va ila ble f or sa le
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-242.544
-
-242.544
-
-
-
-
-
-
-
-
-
-
- 242 .5 44
29.297.305
-
29.297.305
-
-
-
-
-
-
-
-
-
-
29.297 .3 05
903.365
-
903.365
-
-
- 224.527
-
-
-
-
-
-
-
678 .8 38
Ca p it a l ins t rum e nt s
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Ow n s h a r e s
-
-
-
-
-
-
-
-
-
-
-
-
-
-
827.781.487
-
827.781.487 - 211.307.831
- 616.473.656
-
-
-
-
-
-
-
23.885.702
23.885 .7 02
b) c a sh flow he dging
c ) e xc ha nge r a t e dif f e re nc e s
d) spe c ia l re va lua t ion la ws
e ) ot he r
P ro f it ( lo s s ) f o r t he y e a r
S ha re ho lde rs ’ e qu it y
10 . 9 6 2 . 14 0 . 3 0 1
-
10 . 9 6 2 . 14 0 . 3 0 1
-
- 6 16 . 4 7 3 . 6 5 6
- 10 . 8 7 0 . 6 9 6
-
-
-
-
-
-
23.885.702
10 . 3 5 8 . 6 8 1. 6 5 1
The amount of 743.311 euro stated in Changes in reserves– b) Other, is composed of the following:
- the amount of 479.373 euro consists of the gain (net of tax) resulting from the sale of Financiera Veneta EFC in respect of the portion arising from the contribution of
operations to UBI Banca International. It is recognised as an increase in reserves because it is considered an operation “under common control”;
- the amount of 326.449 euro consisting of the gain (net of tax) realised following the contribution of the subsidiary Capitalgest Alternative to UBI Pramerica SGR. It is
recognised within reserves because it is considered an operation “under common control”;
- the negative amount of 62.511 euro consisting of the loss arising from the merger into UBI Banca of its subsidiary Mercati Finanziari Sim. It is recognised as a
decrease in reserves because it is considered an operation “under common control”.
The negative amount of 224.527 euro (net of tax) in changes in valuation reserves – e) other relates to the actuarial effect on the staff severance provision and a health
policy for employees.
530
UBI Banca S.c.p.A.
Statement of changes in shareholders’ equity 2007
C h a n g e s d u rin g t h e ye a r
A llo c a t io n o f p rio r ye a r
p ro f it
C h a n g e s in
o p e n in g
b a la n c e s
B a la n c e s a s
a t 3 1.12 .2 0 0 6
B a la n c e s a s
a t 0 1.0 1.2 0 0 7
T ra n s a c t io n s a f f e c t in g e q u it y
C h a n g e s in
re s e rv e s
D iv id e n d s
a nd o the r
us e s
R e s e rv e s
E xt ra o rd in a
ry
d is t rib u t io n
of
d iv id e n d s
P u rc h a s e
o f o wn
s h a re s
N e w s h a re
is s u e s
Amo unts in euro
C h a n g e in
c a p it a l
in s t ru m e n t
s
D e riv a t iv e s
o n o wn
s h a re s
S h a re h o ld e rs
’ e q u it y a s a t
3 1.12 .2 0 0 7
P ro f it
( lo s s ) f o r
t h e ye a r
S to c k
o p t io n s
S h a re c a p it a l:
a ) o rdina ry s ha re s
b) o the r s ha re s
S h a re p re m iu m s
861.206.710
-
861.206.710
-
-
-
736.658.045
-
-
-
-
-
- 1.5 9 7 .8 6 4 .7 5 5
-
-
-
-
-
-
-
-
-
-
-
-
-
1.545.610.688
-
1.545.610.688
-
-235.364.862
-
5.790.132.234
-
-
-
-
-
- 7 .10 0 .3 7 8 .0 6 0
-
R e s e rv e s :
a ) o f pro fits
965.993.983
-
965.993.983
206.698.690
-903.785
7.982.926
-
-
-
-
-
-
-
1.17 9 .7 7 1.8 13
b) o the r
241.004.757
-
241.004.757
-
-
-9.116.494
-
-
-
-
-
-
-
2 3 1.8 8 8 .2 6 3
26.706.607
-
26.706.607
-
-
-32.208.811
-
-
-
-
-
-
-
- 5 .5 0 2 .2 0 3
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-242.544
-
-242.544
-
-
-
-
-
-
-
-
-
-
- 2 4 2 .5 4 4
29.297.305
-
29.297.305
-
-
-
-
-
-
-
-
-
-
2 9 .2 9 7 .3 0 5
-3.163.350
-
-3.163.350
-
-
4.066.715
-
-
-
-
-
-
-
9 0 3 .3 6 5
C a p it a l in s t ru m e n t s
-
-
-
-
-
-
-
-
-
-
-
-
-
-
O wn s h a re s
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
496.986.895
-206.698.690
-290.288.205
827.781.487
8 2 7 .7 8 1.4 8 7
Va lu a t io n re s e rv e s :
a ) a va ila ble fo r s a le
b) c a s h flo w he dging
c ) e xc ha nge ra te diffe re nc e s
d) s pe c ia l re va lua tio n la ws
e ) o the r
P ro f it ( lo s s ) f o r t h e ye a r
S h a re h o ld e rs ’ e q u it y
496.986.895
4 .16 3 .4 0 1.0 5 1
- 4 .16 3 .4 0 1.0 5 1
- - 5 2 6 .5 5 6 .8 5 2
- 2 9 .2 7 5 .6 6 4
6 .5 2 6 .7 9 0 .2 7 9
-
-
-
-
-
-
-
-
-
-
8 2 7 .7 8 1.4 8 7 10 .9 6 2 .14 0 .3 0 1
Following the change in the accounting policy for the staff severance provision and for the health policy, the negative amount of 3.163.350 euro was recognised net of tax in
“Balances as at 31st December 2006, valuation reserves e) other”.
The amount of 7.982.926 euro was recognised within “Changes in reserves of profits”, in relation to the allocation of the share of profits for 2006 to staff social security and
pensions, to implement the amendment to Art. 52 of the Corporate By-Laws.
The negative amount of 9.116.494 euro in “Changes in reserves, other”, is composed of the following:
a negative amount of 3.618.367 euro consisting of the transfer to “Reserves of profits” for the effects of the supplementary pension reform;
a negative amount of 6.208.722 euro for the recognition of goodwill (net of tax) generated following the acquisition of the depository bank operations from Banca Regionale
Europea S.p.A., treated in the accounts as a reduction in reserves because it was considered an operation “under common control”;
a positive amount of 710.595 euro for the recognition of the gain on the disposal (net of tax), following the contribution of the company BPU Banca International Sa to UBI
Banca International Sa, recognised as an increase in reserves because it was considered an operation “under common control”.
531
UBI Banca S.c.p.A.
Statement of cash flows (indirect method)
3 1. 12 . 2 0 0 8
3 1. 12 . 2 0 0 7
- 2 6 2 .3 3 0 .3 9 0
- 2 8 3 . 8 73 . 2 9 2
amo unt s in euro
A . O P ER A T I N G A C T I V I T I ES
1. O r d i nar y act i vi t i es
- prof it f or t he year (+/ -)
- gains/ losses on f inancial asset s held f or t rading and on f inancial asset s/ liabilit ies at f air value (-/ +)
- gains/ losses on hedging act ivit ies (-/ +)
- net impairment losses on loans (+/ -)
- net impairment losses on propert y, plant and equipment and int angible asset s (+/ -)
- net provisions f or liabilit ies and charges and ot her expense/ income (+/ -)
- out st anding t axes and dut ies (+)
- ot her adjust ment s (+/ -)
2 . Li q ui d i t y g ener at ed / ab so r b ed b y f i nanci al asset s
- f inancial asset s held f or t rading
- f inancial asset s at f air value
- available-f or-sale f inancial asset s
- lending t o banks: ot her loans
- loans t o cust omers
23.885.702
827.781.487
245.123.940
-43.566.349
7.235.399
-1.514.219
500.476.932
7.135.039
61.495.505
94.984.242
1.290.734
-4.114.314
-281.353.848
-255.849.530
-820.484.754
-908.729.648
- 10 . 3 59 . 577. 73 2
- 2 . 9 6 0 . 2 4 1. 4 57
200.752.447
1.670.706.425
416.616.167
2.325.959.742
-1.211.076.385
-822.915.620
-9.377.593.972
-2.591.954.388
-388.275.989
3 . Li q ui d i t y g ener at ed / ab so r b ed b y f i nanci al l i ab i l i t i es
11. 3 0 3 . 159 . 0 4 7
- amount s due t o banks: ot her payables
7.758.584.301
- due t o cust omers
-3.542.037.616
3 . 13 6 . 0 4 9 . 2 53
260.243.315
3.371.733.468
2.071.528.609
- securit ies issued
-564.392.718
803.609.445
- f inancial liabilit ies f or t rading
379.825.300
-69.069.869
- ot her liabilit ies
357.408.696
Li q ui d i t y g ener at ed / ab so r b ed b y o p er at i ng act i vi t i es
69.737.753
6 8 1. 2 50 . 9 2 5
- 10 8 . 0 6 5. 4 9 6
8 9 8 . 0 0 1. 4 3 3
9 76 . 3 3 4 . 4 12
B . I N V ES T I N G A C T I V I T I ES
1. Li q ui d i t y g ener at ed b y
- disposals of equit y invest ment s
44.879.741
- dividends received on equit y invest ment s
837.678.771
- disposals of held-t o-mat urit y f inancial asset s
905.540.883
15.000.000
70.000.000
- disposals of propert y, plant and equipment
180.704
793.529
- disposals of int angible asset s
262.217
2 . Li q ui d i t y ab so r b ed b y
- 78 3 . 13 0 . 9 51
- purchases of equit y invest ment s
- purchases of held-t o-mat urit y f inancial asset s
- purchases of propert y, plant and equipment
- purchases of int angible asset s
- purchases of lines of business
-355.516.315
-209.167.342
-385.867.952
-64.302.000
-39.821.995
-22.358.237
-1.924.689
-19.427.869
-
N et l i q ui d i t y g ener at ed / ab so r b ed b y i nvest i ng act i vi t i es
- 3 2 3 . 8 55. 4 4 8
114 . 8 70 . 4 8 2
-8.600.000
6 52 . 4 78 . 9 6 4
C . F U N D IN G A C T IV IT IES
- dist ribut ion of dividends and ot her uses
-616.473.656
N et l i q ui d i t y g ener at ed / ab so r b ed b y f und i ng act i vi t i es
N ET LI Q U I D I T Y G E N E R A T ED / A B SO R B ED D U R I N G T HE Y EA R
-526.556.852
- 6 16 . 4 73 . 6 56
- 52 6 . 556 . 8 52
179 . 6 4 7. 751
17. 8 56 . 6 16
Legend:
(+) generated
(-) absorbed
532
UBI Banca S.c.p.A.
Reconciliation
B al ance sheet i t ems
3 1. 12 . 2 0 0 8
Cash and cash equivalent s at t he beginning of t he year
66.811.780
Cash and cash equivalent inf low on 31.03.2007 f ollowing t he merger
-
Tot al liquidit y generat ed/ absorbed during t he year
179.647.751
Cash and cash equivalent s: ef f ect of changes in exchange rat es
-
Cash and cash equivalent s at end of year
246.459.531
533
3 1. 12 . 2 0 0 7
69.407
48.885.757
17.856.616
66.811.780
UBI Banca S.c.p.A.
Part A – Accounting policies
A.1 – General part
A.2 – Main balance sheet item
Part B – Information on the Balance Sheet
Assets
Liabilities
Other information
Part C – Information on the income statement
Part D – Segment reporting
Notes to the
Part E – Information on risks and the relative hedging policies
Financial Statements
Part F – Information on capital
Part G – Business combination transactions concerning companies or lines of business
Part H – Transactions with related parties
Part I – Share based payment agreements
The figures contained in the tables in the Notes to the Accounts
are stated in thousands of euro, unless specified otherwise.
534
UBI Banca S.c.p.A.
Part A – Accounting policies
A.1 – GENERAL PART
Section 1 - Declaration of compliance with IAS/IFRS
This annual report of the UBI Banca Group has been prepared in compliance with the
international accounting standards issued by the International Accounting Standards Board
(IASB) and homologated at the date of publication and also in compliance with the related
interpretations of the International Financial Reporting Interpretation Committee (IFRIC) 20.
The financial statements, consisting of the Balance Sheet, Income Statement, Statement of
Cash Flows, Statement of changes in shareholders’ equity, the notes to the accounts and the
management report, subjected to audit by the independent auditors, constitute the separate
company report of the UBI Banca Scpa, the Parent Bank of the Unione di Banche Italiane
Banking Group.
The separate financial statements as at 31st December 2008 have been clearly stated and give
a true and fair view of the capital and financial position, the result for the period, the changes
in equity and the cash flows.
Section 2 - General principles of preparation
These financial statements have been prepared according to the general accounting principles
contained in IAS 1 “Presentation of financial statements” and they therefore report information
on a going concern basis, recognising income and expenses on an accruals basis, without
offsetting assets against liabilities and income against expenses. The current context of
economic and financial crisis persuaded management to examine the going concern
assumption with particular care and to confirm it on the basis of the arguments presented in
the section “Principal risks and uncertainties to which the UBI Banca Group is exposed”
contained in this publication.
Account was taken in the preparation of this annual report of the Bank of Italy /Consob/Isvap
document No. 2 of 6th February 2009 which, in this context of the difficult economic and
market conditions, calls attention to the need to ensure that financial reporting is adequate
and while it does not introduce further obligations in addition to those already provided by
international accounting standards, it recommends thorough and full compliance with them.
More specifically the contents of that document have been adhered to in the following sections
of this annual report:
- preparation of the financial statements on a going concern basis: see the section
“Principal risks and uncertainties to which the UBI Banca Group is exposed” in the
consolidated management report;
- information on financial risks: see Part E “Information on risks and the relative
hedging policies” and the section “Hierarchy of the fair value of financial instruments”
in the notes to the financial statements;
- information to be provided on impairment testing: see the report in section 11
“property, plant and equipment” and section 12 “intangible assets” of the notes to the
financial statements;
20
See the “List of IAS/IFRS standards approved by the European Commission” presented in Part A.1 of the notes to the
consolidated financial statements. The standards listed there and the relative interpretations are applied on the
basis of events occurring that are disciplined by them and the year from which they must be applied.
535
UBI Banca S.c.p.A.
-
uncertainties on the use of estimates: see the sub-section “Use of estimates and
assumptions in the preparation of the annual financial statements” of the section 5
“Other aspects” in the notes to the consolidated financial statements.
The information contained in them is expressed, unless otherwise indicated, in euro as the
accounting currency and the financial information, the balance sheet and income statement,
the notes and comments and the explanatory tables are presented in thousands of euro. The
relative rounding of the figures has been performed on the basis of Bank of Italy instructions.
Items for which there are no values for the current and the previous period have been omitted.
The mandatory financial statements used in this annual report comply with those defined in
Bank of Italy Circular No. 262/2005 and in addition to the accounts as at 31st December
2008, they also provide the same comparative information as at 31st December 2007.
As a result of the merger which became effective on 1st April 2007, the comparative income
statement to 31st December 2007 presents the results for the period 1st January-31st
December 2007 for the former BPU Banca Group and for the last three quarters of 2007 for
the former Banca Lombarda e Piemontese Group. Since the figures presented in the
comparative financial statements as at 31st December 2007 are not fully comparable with the
financial statements as at 31st December 2008, pro-forma balance sheet and income
statement figures have been prepared as at 31st December 2007 to support the “management
report”.
That section also contains comments on the principal changes that occurred in the capital and
financial situation during the reporting period.
It should also be considered that UBI Banca contributed its service and support operations to
UBI Sistemi e Servizi with effect from 1st October 2007.
The following changes have been made to the 2007 figures with respect to those published in
the financial statements as at and for the year ended 31st December 2007:
in order to provide a more precise classification, reverse repurchase and repurchase
agreements with an institutional counterparty were reclassified out of the item “loans
to banks” into the item “loans to customers” (212 million euro) and out of “due to
banks” and into “due to customers” (468 million euro);
following instructions given by the Bank of Italy, statutory auditors remuneration (211
thousand euro) was reclassified within administrative expenses out of item b) “other
administrative expenses” into item a) “staff costs”;
Accounting policies
The accounting policies contained in Part A.2 concerning the classification, valuation and
derecognition phases are essentially the same as those adopted for the preparation of the 2007
annual financial statements.
The accounting policies employed tend to apply the cost criterion with the exception of the
following financial assets and liabilities, which are valued using the fair value criterion:
financial instruments held for trading (including derivative products), financial instruments
designated at fair value (in application of the fair value option) and available-for-sale financial
instruments.
To complete the information, non current assets available for sale (and the liabilities
associated with them) have been recognised at the lower of the carrying amount and the fair
value (net of sales costs).
536
UBI Banca S.c.p.A.
Section 3 - Events occurring after the balance sheet date
With regard to the provisions of IAS 10, subsequent to the balance sheet date as at 31st
December 2008 and until 24th March 2009, the date on which the Annual Report was
approved by the Management Board for submission to the Supervisory Board, no events
occurred to make adjustments to the figures presented in the report necessary.
We report the following for information purposes:
-
UBI Banca accepted, with the shares it held, accounting for 1,89% of the share capital, the
voluntary public tender offer to purchase the total of the ordinary shares of Meliorbanca
S.p.A. made by Banca Popolare dell’Emilia Romagna Soc. Coop. at a price of 3,20 euro per
share. Following the public tender offer, which was concluded on 24th February 2009, on
3rd March 2008 UBI Banca received payment of approximately 7,6 million euro with a gain
of one million euro;
-
on 4th March 2009, as part of an agreement signed by UBI Banca, Centrobanca and
Medinvest International, UBI Banca purchased a further 32,4% stake in the share capital of
IW Bank, held by the current management, at a price of 2,97 euro per share with normal
dividend entitlement for a total price of approximately 70,9 million euro. The agreement
also involved the purchase by Medinvest International of a stake in the share capital of IW
Bank, which will in turn acquire a majority interest that may rise to 100% in the share
capital of Twice SIM (a company which specialises in brokerage services and activities in
capital markets and corporate finance for small to medium size enterprises), 59,3%
controlled by Medinvest International;
-
on 13th March 2009, UBI Banca subscribed to its quota (34,82%) of the first increase in the
share capital decided by an extraordinary shareholders’ meeting of Banco di San Giorgio
amounting to 68.385.750,28 euro, in order to strengthen its capital in consideration of its
acquisition of operations from Intesa Sanpaolo, consisting of 13 branches located in the
province of La Spezia.
Section 4 - Other aspects
In order to avoid reporting duplications, the section 5 “Other aspects” in the consolidated
financial report may be consulted for aspects not specifically reported in the remaining part of
this section, with the exception of the sub-section “Amendments to IAS 39” which follows.
Accounting treatment for combinations between entities under common control
In 2008 UBI Banca Scpa was involved in various transactions which for the purposes of the
application of the accounting policies constitute mergers of businesses or entities under
common control and as such are explicitly excluded from the application of the accounting
standard IFRS 3 “Business combinations”. The accounting treatment applied is therefore
based on recommendations contained in “Orientamenti preliminari Assirevi in tema IFRS” (OPI)
(preliminary orientations on IFRS of the Italian National Association of Auditors) as explained
in greater detail in Part A.1 – Section 5 “Other aspects” of the notes to the consolidated
financial statements.
Considering that at present there is no well established standard interpretation of the contents
of the OPIs, especially with regard to the recognition of significant economic substance, in
continuity with the practice followed for the 2007 annual report, it was considered appropriate
to adopt a prudent approach by which in cases of higher values being found for operations
under common control subject to merger transaction, these were recognised within a separate
reserve in shareholders’ equity.
We report the following with regard to individual transactions:
• the contribution of the interest held in Capitalgest Alternative Investments SGR to UBI
Pramerica resulted in a gain recognised as an increase in equity reserves;
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•
•
•
•
the portion of the proceeds resulting from the liquidation of Financiera Veneta EFC
attributable to the gain on the sale of the operations to UBI Banca International was
recognised as an increase in equity reserves;
the loss arising from the merger of the subsidiary Mercati Finanziari Sim was
recognised as a reduction in equity reserves;
the interest held in FinanzAttiva Servizi purchased by UBI Pramerica and by
Centrobanca was recognised at the fair value at the date of the transaction,
corresponding to the price paid;
the sale of shares of UBI Sistemi e Servizi to Group member companies was
performed for amounts less than the carrying value. The lower value that emerged was
more appropriately charged to the income statement.
Tax realignment of goodwill
Decree Law No. 185 of 29th November 2008, converted into Law No. 2 of 28th January 2009 –
urgent measures to support families, work, employment and businesses to reformulate the
general national strategy on an anti-crisis basis – allows the adoption, under paragraphs 1 to
15 of article 15, of an optional regime specifically for entities that comply with IAS-IFRS
accounting standards. It realigns tax accounting values with financial accounting values for
some assets if determined assumptions are met and is adopted by payment of a tax to
substitute IRES (corporation tax) and IRAP (local production tax).
The items to which this realignment may be applied includes goodwill not recognised for tax
purposes arising from business combination transactions that are tax neutral (i.e. mergers,
spin-offs and contributions of company operations). UBI Banca therefore decided to take
advantage of this option with regard to the goodwill recognised when the purchase price
allocation was performed in respect of the merger between the former BPU Group and the
former Banca Lombarda e Piemontese Group (569 million euro approx.)
The provisions of Decree Law No. 185 allow, on the one hand, the realignment of the tax value
of the goodwill with the accounting value by payment of a substitute tax of 16% to be paid in
2009 and, on the other hand, the off-balance sheet amortisation for IRES and IRAP purposes
of the amount released at constant rates over nine years starting from the year after that on
which the substitute tax just mentioned is paid.
With particular regard to the accounting treatment described below, it must be considered
that reference was made, in the absence of specific provisions in international accounting
standards and pursuant to sections 11 and 12 of IAS 8, to the document issued by the Italian
Accountants Association (Organismo Italiano di Contabilità), “Hypothesis for the accounting
treatment for the substitute tax on the release of goodwill pursuant to Decree Law No. 185 of
29th November 2008 Art. 15 paragraph 10” which allows recognition of the substitute tax and
of the relative deferred tax assets at the same time.
The estimated amount for the relative substitute tax (16%), which will be paid in 2009, was
therefore fully recognised in the accounts for 2008 and the full amounts for the deferred tax
assets were recognised corresponding to nominal rates for IRES (27,5%) + IRAP (4,82%) =
32,32%, against recognition of lower taxes.
The income statement for 2008 recorded greater current taxation due to the substitute tax,
amounting 91 million euro and lower taxation due to the deferred taxation amounting to euro
184 million, with a net positive effect of 93 million euro arising from the difference between the
substitute tax rate and the ordinary tax rate.
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Amendments to IAS 39
Amendments to IAS 39, “Financial instruments: recognition and measurement”, came into
force with the publication of European Commission Regulation (EC) No. 1004/2008 in the
Official Journal of the European Union No. 275 of 16th October 2008 .
These amendments are designed basically to allow some limited possibilities to reclassify
financial assets classified within “financial assets held for trading” (i.e. assets recognised at
fair value through profit and loss) within other categories, under determined conditions such
as for example those of the current crisis on financial markets, in order to avoid measurement
at fair value.
These amendments are also to be seen as moving closer to the positions of the United States
FASB which already allowed these possibilities under determined circumstances.
More specifically the amendment to IAS 39 allows the following:
1. in rare circumstances to reclassify any financial asset – except for derivative
instruments – out of “financial assets held for trading” (asset item 20 in the balance
sheet) into another class;
2. to reclassify financial assets which possess the objective characteristics of “loans and
receivables” where there is the intention to keep them for a foreseeable future period or
until they mature, out of “financial assets held for trading” (asset item 20 on the
balance sheet) and out of “available-for-sale financial assets” (asset item 40 on the
balance sheet) into “loans and receivables” (i.e. “loans to banks” or “loans to
customers” – asset items 60 and 70 on the balance sheet respectively.
If made before 1st November, the adjustments made on the basis of those amendments could
be backdated to a date not prior to 1st July using the prices quoted on that date. However,
reclassifications performed since 1st November 2008 are effective from the date on which they
are performed.
The provisions of IAS 39 which already allowed reclassifications out of “held-to-maturity
financial assets” into “available-for-sale financial assets” and vice versa remain in force.
As concerns all of the above and with specific regard to both the amendments to IAS 39 and to
the guidelines on the application of the fair value criterion, as already reported in the
consolidated quarterly report as at 30th September 2008, UBI Banca considered that it had no
need to use the options granted and therefore it has not performed any reclassifications of
financial assets currently held in portfolio on the basis of the new provisions contained in IAS
39.
The valuation of financial instruments on markets considered “inactive”
On 31st October 2008, the IASB (International Accounting Standards Board) issued a press
release in this respect entitled “IASB publishes educational guidance on the application of fair
value measurement when markets become inactive”, providing guidelines on the application of
fair value criteria.
These guidelines are consistent with those already issued by the United States FASB
(Financial Accounting Standards Board) and are designed to allow greater use of valuation
techniques which are also based on assumptions made by management in the presence of
prices formulated on markets that are considered inactive.
In this case the fair value is calculated using a “mark-to-model” method, which are valuation
techniques based on internal company estimates of future cash flows, discounted, for
example, for liquidity risk and credit risk.
In consideration of the characteristics of the Bank’s portfolio no use has been made of markto-model valuation techniques.
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Hierarchy of the fair value of financial instruments
The fair value used for measuring the value of financial instruments is determined on the
basis of the hierarchy reported below.
Quotations taken from active markets (level 1):
the valuation is the market price of the instrument, i.e. the price quoted. A market is defined
as active when the prices quoted reflect normal market transactions, are regularly and readily
available and if those prices represent actual and regular market trading.
Valuation methods based on observable market inputs (level 2):
these methods are used when the instrument to be valued is not quoted on an active market.
The valuation of the financial instrument is based on prices inferred from market quotations
for similar assets or by using valuation techniques for which all the significant factors – credit
spreads and liquidity spreads – are inferred from observable market variables. Although this is
the application of a valuation technique, there is no element of discretion in the resulting
price, because all the parameters used are drawn from markets and the calculation methods
used replicate quotations existing on active markets.
Valuation methods based on non observable market parameters (level 3):
these methods consist of determining the price of an unlisted financial instrument by making
substantial use of significant parameters not inferred from markets and which therefore
involve the use of estimates and assumptions made by management.
In detail:
Securities (other than minority equity investments recognised in the AFS portfolio)
69% of the securities recognised on the assets side of the balance sheet at fair value are listed
on an active market (level 1), 15% are valued using the last available NAV (units in hedge
funds and private equity funds), while the remaining 16% is calculated using methods based
on observable market inputs (level 2).
Derivatives
Almost all the derivative instruments recognised within financial assets and liabilities held for
trading consist of over the counter derivatives.
These instruments are valued using internal models which employ market inputs.
The remaining derivative instruments recognised within the trading portfolios are listed on
active markets.
No use is made in the valuation of securities and derivatives of methods based on non
observable market parameters (level 3). No change in these valuation methods has been made
with respect to 31st December 2007.
Minority equity investments recognised within the AFS portfolio
Approximately 80% of minority equity investments recognised in the balance sheet within
“available-for-sale assets” are valued on the basis of market prices (level 1), 15% are valued
using valuation methods which considers transactions which occurred in the security within a
period of time considered reasonably close enough to the valuation date and, in some cases,
by using market multiple methods for comparable companies (level 2), while approximately 5%
are valued using methods based on fundamentals analysis of the company (level 3).
Shareholdings carried at cost account for a very negligible proportion of the total.
Information on the valuation models used for securities and derivatives
The target instrument used for pricing securities and derivatives in the UBI Group is the
software application Mxg2000 by Murex. This software takes account of all market factors in
measuring the value of financial instruments.
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The majority of the market data is acquired through the information provider Reuters, partly in
real time (i.e. prices, yield curves and exchange rates) and partly at preset times (ATM volatility
for swaptions and ATM volatility and smile curves for caps and floors). The application is also
fed “on demand” with a series of market parameters supplied by the provider Bloomberg:
correlations, dividend yields, index and forex volatility.
Fair value is calculated daily as follows:
the market parameters acquired in real time by Mxg2000 (prices, yield curves and
exchange rates) are crystallised at 4.45 p.m. and used as reference data for calculating
the mark-to-market. The last update of the day for the volatilities of swaptions and
caps/floors (and the other market data acquired on demand if necessary) is performed
at 4.45 p.m.;
at the end of the day closure (which occurs at 9.00 p.m.), a series of software
procedures are performed which extract various information from Mxg2000 including
the reference mark-to-market for the day.
Securities
The pricing of unlisted securities is currently calculated using the software application Risk
Watch by Algorithmics, before the full migration of Group portfolios onto the Mxg2000 Front
Office target system takes place. These are bonds for which the future cash flows are
discounted to present values using interest rates which take into account the specific nature
of the issuer (rating, business sector and the currency in which the instrument is
denominated).
Derivatives
Input data is fed into Mxg2000 on all OTC interest rate and exchange rate derivative
instruments and on derivative instruments to hedge bonds and ALM (with interest rate, equity
and exchange rate as the underlying).
Values are measured for all contracts which can be priced using closed formula models. In
detail, the main pricing models used in Mxg2000 for OTC derivatives are: Black Yield, Black
Fwd, Black Swap Yield, Cox Fwd, Trinomial, Lnormal and CMS Convexity Analytical.
Derivative instruments that are not managed in Murex, used to hedge structured bonds, are
valued using internal models (stochastic models with MonteCarlo simulations).
Part E - market risks may be consulted for the results of sensitivity analyses and stress tests.
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A.2 – MAIN BALANCE SHEET ITEMS
1. Financial assets and liabilities held for trading and financial
assets and liabilities at fair value
This category includes:
1.1. Definition of financial assets and liabilities held for trading
A financial asset or liability is classified as held for trading (at fair value through profit or loss
– FVPL) and is stated under either item 20 “Financial assets held for trading” or item 40
“Financial liabilities held for trading”, if it is:
acquired or incurred for sale or repurchase in the short term;
part of a portfolio of identified financial instruments which are managed together and for
which there is evidence of a recent and effective strategy of short term profit taking;
a derivative (except for derivatives designated and effective as a hedging instrument – see
the dedicated paragraph below).
The Bank has recognised bonds held for trading and repurchase agreements, ABS
instruments issued for securitisation operations and equity instruments held for trading
within “Financial assets held for trading”. They also include units in hedge funds purchased
prior to 1st July 2007 as well as equity instruments owned, other than those classified as
controlled or held for merchant banking and private equity activities.
1.1.1.
Derivative financial instruments
A “derivative” is defined as a financial instrument or other contract with the following
characteristics:
its value changes in response to the change in an interest rate, in the price of a financial
instrument, in a commodity price, in a foreign currency exchange rate, in a price, interest
rate or credit rating index, or credit worthiness index or other specific variable;
it requires no initial investment, or a net initial investment that is smaller than would be
required for other types of contract from which a similar response to changes in market
factors would be expected;
it is settled at a future date.
The Bank holds derivative financial instruments for both trading and for hedging purposes
(see the relative section below for information on the latter). All derivatives held for trading are
stated initially at fair value which generally is the same as cost. Subsequently derivative
contracts are stated at fair value, which is the value that the Bank would pay or receive if it
terminated the derivative contract at the date of valuation. Each change measured in the fair
value is recognised in the income statement within the item 80 “Net profit (loss) on trading”.
The fair value of derivatives is measured by applying the methods described in the section
below “Valuation Criteria”.
1.1.2.
Embedded derivative financial instruments
An "embedded derivative financial instrument" is defined as a component of a hybrid
(combined) instrument which also includes a “host” non derivative contract such that some of
the cash flows of the combined instrument behave in a way similarly to the derivative as a
stand-alone instrument. The implicit derivative is separated from the host contract and treated
in the accounts as a stand-alone derivative if and only if:
the economic risks and characteristics of the embedded derivative are not closely related to
the economic risks and characteristics of the host contract;
a separate instrument with the same conditions as the embedded derivative would satisfy
the definition of a derivative;
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the hybrid (combined) instrument is not recognised within financial assets or liabilities
held for trading
The fair value of separated derivatives is measured by applying the methodology described in
the section below “Valuation criteria”.
1.2. Definition of financial assets and liabilities at fair value
Financial assets and liabilities may be designated on initial recognition under “financial assets
and liabilities at fair value” and recorded under items 30 “Financial assets held at fair value”
and 50 “Financial liabilities at fair value”.
A financial asset/liability is designated at fair value through profit or loss on initial recognition
only when:
a) it is a hybrid contract containing one or more embedded derivatives and the embedded
derivative significantly alters the cash flows that would otherwise be generated by the contract;
b) the designation at fair value through profit or loss allows better information to be provided
because:
it eliminates or considerably reduces an asymmetry in the valuation or in the
recognition, which would otherwise result from the valuation of assets or liabilities or
from recognition of the relative profits and losses on a different basis;
a group of financial assets, financial liabilities or of both is managed and its
performance is valued on the basis of its fair value according to a documented risk
management procedure or investment strategy and the information on the group is
provided internally on that basis to senior managers with strategic responsibilities.
The Bank has placed existing capitalisation policies in the category “financial assets at fair
value” because they are hybrid contracts containing embedded derivatives which significantly
alter the contractual cash flows otherwise generated by the host contract.
Units in hedge funds purchased subsequent to 1st July 2007 are also subjected to the fair
value option because they represent a portfolio of assets managed in a unified manner for
which the performance is valued on the basis of its fair value according to a documented
investment or risk management strategy.
1.3. Recognition criteria
The financial instruments “Financial assets and liabilities held for trading and financial assets
at fair value” are recognised at the time of settlement if they are debt securities or equity
instruments or at the trade date if they are derivative contracts and they are valued at cost,
intended as meaning the fair value of the instrument without considering any transaction
costs or income directly attributable to the instruments themselves.
1.4. Valuation criteria
Subsequent to initial recognition, the financial instruments in question are measured at fair
value with changes recognised in the income statement under item 80 “Net profit (loss) on
trading”, for assets/liabilities held for trading and under item 110 “Net profit (loss) on financial
assets and liabilities at fair value” for financial assets/liabilities at fair value. The
measurement of the fair value of the assets and liabilities held in a trading portfolio is based
on prices quoted on active markets or on internal valuation models which are generally used
in financial practice and are described below.
1.4.1.
1.4.1.1.
Methods of measuring fair value
Securities: listed and not listed
For securities listed on active markets, the measurement of fair value is based on prices
quoted on the relative market (that on which the greatest volume of trading occurs) as
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obtained from international providers and registered on the last day of the financial year or
reference period. A market is defined as an active market if the prices quoted reflect normal
market transactions, are readily and regularly available and represent actual and regularly
occurring market transactions.
Hedge funds are valued on the basis of the official end of period NAV. In its absence, the last
available NAV is used prudentially adjusted if external observations show evidence of lower
values.
For unlisted securities fair value is measured by using valuation techniques that measure the
price that an instrument would have had at the valuation date in a free transaction motivated
by normal market considerations. Measurement of the fair value is performed by applying
methods commonly used on international markets and also internal valuation models. More
specifically, for unlisted bonds, models which discount expected future cash flow to present
value (using interest rates that take proper consideration of the sector that the issuer operates
in and the rating class where available) and price option models are used. For equity
instruments, prices based on comparable transactions, the market multiples of directly
comparable companies and capital, income and mixed valuation models are used.
1.4.1.2.
Derivatives: listed and unlisted
For listed derivatives the measurement of fair value is based on prices taken from active
markets. For unlisted derivatives the fair value is measured by using models which discount
future cash flows to present value and which are also weighted for the credit risk associated
with the financial instrument. For derivatives traded with institutional counterparties, this
risk is considered virtually nil because of compensation agreements (CSA) designed to
minimise credit risk.
1.4.1.3.
Private Equity and Merchant Banking Interests
For equity instruments not classified as held for control, but held for merchant banking and
private equity activities, the measurement of fair value is performed by using methods
commonly accepted in market practice. For equity instruments held in listed companies, the
last available and significant price quoted in the period is used; for unlisted companies resort
is made to prices inferred from recent transactions concerning assets similar to those that are
being valued, market multiples of directly comparable companies or capital, income and mixed
valuation models.
1.5. Derecognition criteria
“Financial assets and liabilities held for trading and financial assets at fair value” are
derecognised in the accounts when the rights to the cash flows from the financial assets or
liabilities expire or when the financial assets or liabilities are transferred with the substantial
transfer of all the risks and rewards deriving from ownership of them. The result of the
transfer of financial assets or liabilities held for trading is recognised in the income statement
under item 80 “Net profit (loss) on trading”, while the result of the transfer of financial assets
or liabilities at fair value is recognised under item 110 “Net profit (loss) on financial assets and
liabilities at fair value”.
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2. AVAILABLE-FOR-SALE FINANCIAL ASSETS
2.1. Definition
Available-for-sale financial assets (AFS) are defined as non-derivative financial assets
designated on initial recognition as such or that are not classified as:
(1) loans and receivables (see section below);
(2) financial assets held until maturity (see section below);
(3) financial assets held for trading and measured at fair value recognised in the income
statement (see previous section).
These financial assets are recognised within item 40 “Available-for-sale financial assets”.
The Bank has classified asset-swapped bonds, securities in US dollars, bonds and funds
belonging to the “strategic portfolio” and equity instruments not classified as subsidiaries,
companies subject to joint control or associates not held for merchant banking and private
equity activities in this category.
Available-for-sale financial assets are recognised initially when, and only when, the company
becomes a party in the contract clauses of the instrument and that is on the date of
settlement, at fair value which generally coincides with the cost of them. This value includes
costs or income directly connected with the instruments themselves.
The recognition of available-for-sale financial assets may result also from the reclassification
out of “held-to-maturity financial assets” or, but only in rare circumstances and in any case
only if the asset is no longer held for sale or repurchase in the short term, out of “financial
assets held for trading”; in these cases the recognition value is the same as the fair value at
the moment of reclassification.
Subsequent to initial recognition, available-for-sale financial assets continue to be recognised
at fair value with interest (resulting from application of the amortised cost) recognised in the
income statement and changes in fair value recognised in shareholders’ equity within item 130
“valuation reserves”, except for losses due to a decrease in value, until the financial asset is
derecognised, at which time the profit or loss previously recognised in shareholders’ equity
must be recognised in the income statement. Equity instruments for which the fair value
cannot be reliably measured according to the methods described are recognised at cost.
At the end of each financial year or interim reporting period, objective evidence of impaired
value is assessed, which in the case of equity instruments is also held to be significant or
prolonged. If there is permanent impairment, the cumulative change, including that previously
recognised in equity under the aforementioned item, is recognised directly in the income
statement within item 130 “net impairment losses on b) available-for-sale financial assets”.
Permanent impairment is recognised when the acquisition cost (net of any repayments of
principal and amortisation) of an available-for-sale financial asset exceeds its recoverable
amount. Any recoveries of value, which are only possible when the causes of the original
permanent impairment no longer exist are treated as follows:
if they relate to investments in equity instruments, with a balancing entry directly in the
shareholders’ equity reserve;
if they relate to investments in debt instruments, they are recognised in the income
statement under item 130 “Net impairment losses on b) available-for-sale financial assets”.
The amount of the recovery in value may not in any case exceed the amortised cost which, in
the absence of previous value adjustments, the instrument would have had at that time.
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The recovery value of investments in listed equity instruments is measured on the basis of the
market price should the decrease observed reach such a low level that a recovery is not
reasonably expected in the foreseeable future. The recoverable amount for unlisted equity
instruments is measured by applying internationally accepted valuation techniques. The
standard method applied is based on observations of the earnings multiples of similar
companies found on the market.
2.3.1.
See the sub section on “Financial assets and liabilities held for trading and financial assets at
fair value”.
Available for sale financial assets are derecognised in the accounts when the contractual
rights to the cash flows from the financial assets expire or when the financial assets are sold
with the substantial transfer of all the risks and benefits deriving from ownership of them. The
result of the disposal of available-for-sale financial assets is recognised in the income
statement under item 100 “Profit (loss) on the disposal or repurchase of b) available for sale
financial assets”. Upon derecognition any corresponding amount of what was previously
recognised in equity under “130 valuation reserves” is written off against the income
statement.
3. HELD-TO-MATURITY FINANCIAL ASSETS
3.1. Definition
Held-to-maturity financial assets (HTM) are defined as non derivative financial assets with
fixed or determinable payments and fixed maturity that an entity intends and is able to hold to
maturity. Exception is made for those:
(a) held for trading and those designated upon initial recognition at fair value through profit
or loss (see previous section);
(b) designated as available for sale (see previous section);
(c) which satisfy the definition of loans (see section below).
When annual and interim reports are prepared the intention and ability to hold financial
assets until maturity is assessed.
The assets in question are recognised under item 50 “Held-to-maturity financial assets”.
Held-to-maturity financial assets are recognised initially when, and only when, the company
becomes a party in the contract clauses of the instrument and that is on the date of
settlement, valued at cost inclusive of any costs and income directly attributable to it. If the
recognition of assets in this category is the result of the reclassification out of “available-forsale financial assets” or, but only and only in rare circumstances if the asset is no longer held
for sale or repurchase in the short term, out of the “financial assets held for trading”, the fair
value of the assets as measured at the time of the reclassification is taken as the new measure
of the amortised cost of the assets.
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Held-to-maturity financial assets are valued at amortised cost using the criteria of the effective
interest rate (see the section below “loans and receivables” for a definition). The result of the
application of this method is recognised in the income statement within the item 10 “Interest
and similar income”.
When annual financial statements or interim reports are prepared objective evidence of the
existence of an impairment of the value of the assets is assessed. If there is permanent
impairment, the difference between the recognised value and the present value of expected
future cash flows discounted at the original effective interest rate is included in the income
statement under the item 130 “Net impairment losses on c) held-to-maturity financial assets”.
Any recoveries of value recorded, should the cause that gave rise to the previous value
adjustments no longer exist, are recognised under the same item in the income statement.
3.3.1.
The fair value of held-to-maturity investments is given for the sole purpose of information. A
description of the measurement is given in the section “Financial assets and liabilities held for
trading and financial assets and liabilities at fair value”. For effective hedging of currency risk
or of loans, the fair value is calculated in relation to the risk that is hedged for valuation
purposes.
Held-to-maturity financial assets are derecognised when the rights to the cash flows from the
financial assets expire or when the financial assets are sold with the substantial transfer of all
the risks and rewards deriving from ownership of them. The result of the disposal of held-tomaturity financial assets is recognised in the income statement under the item 100 “Profit
(loss) on the disposal or repurchase of c) held-to-maturity financial assets”.
4. LOANS AND RECEIVABLES
4.1. Definition
Loans and receivables (L&R) are defined as non-derivative financial assets with fixed or
determinable payments that are not quoted in an active market. The following are exceptions:
(a) those which it is intended to sell immediately or in the short term, that are classified as
held for trading and those that may have been designated on initial recognition as at fair
value through profit or loss;
(b) those designated upon initial recognition as available for sale;
(c) those for which the holder may not recover substantially all of its initial investment, other
than because of credit deterioration; in this case they are classified as available-for-sale.
Loans and receivables are recognised under the items 60 “Loans and receivables to banks” and
70 “Loans to customers”.
The Bank includes lending to customers and banks among loans whether granted directly or
acquired from third parties. Commercial lending, repurchase agreements, interest bearing
postal bonds and debt instruments issued by companies in the UBI Group fall within this
category.
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Loans are initially recognised in the accounts when the company becomes part of a loan
contract, which is to say when the creditor acquires the right to the payment of the sums
agreed in the contract. That moment corresponds to the date on which the loan is granted.
Recognition in this category may result also from the reclassification out of “available-for-sale
financial assets” or, but only and only in rare circumstances if the asset is no longer held for
sale or repurchase in the short term, out of “financial assets held for trading”.
The value initially recognised is that of the fair value of the financial instrument which is the
same as the amount granted inclusive of costs or income directly attributable to it and
determinable from the outset, independently of when they are paid. The value of the initial
recognition does not include all those costs that are reimbursed by the debtor counterparty or
that are attributable to internal costs of an administrative character.
If the recognition is the result of reclassification, the fair value of the asset recognised at the
time of the reclassification is taken as the new measure of the amortised cost of the assets.
For loans not granted under market conditions, the initial fair value is calculated by using
special valuation techniques described below; in these circumstances the difference between
the fair value that is calculated and the amount granted is included directly in the income
statement under the item interest.
Contango and repo agreements with the obligation or right to repurchase or resell at term are
recognised in the accounts as funding or lending transactions. For transactions with a spot
sale and forward repurchase, the spot cash received is recognised in the accounts as
borrowings while the spot purchase transactions with forward resale are recognised as lending
for the spot amount paid.
Loans and receivables are valued at amortised cost using the criteria of effective interest.
The amortised cost of a financial asset or financial liability is the amount at which the
financial asset or financial liability was measured upon initial recognition net of principal
repayments, plus or minus the cumulative amortisation using the effective interest criterion
on any difference between that initial amount and the maturity amount, and minus any
reduction (arising from an impairment or uncollectability).
The effective interest criterion is a method of calculating amortised cost of an asset or liability
(or group of assets and liabilities) and of distributing the interest income or expense over its
relative life. The effective interest rate is the rate that exactly discounts the estimated flow of
future cash payments or receipts until the expected maturity of the financial instrument. To
determine the effective interest rate, the cash flows must be estimated taking into
consideration all the contractual conditions of the financial instrument (e.g. payment in
advance, a purchase option or similar), but future impairments of the loan are not considered.
The computation includes all fees and basis points paid or received between parties to the
contract which are integral parts of the effective interest, the transaction costs and all other
premiums or discounts.
At each balance sheet date or when interim reports are prepared any objective evidence that a
financial asset or group of financial assets has suffered impairment in value is assessed. This
circumstance is repeated when it is probable that a company may not be able to collect
amounts due on the basis of the original contracted conditions or, for example, in the presence
of:
(a) significant financial difficulties of the issuer or debtor;
(b) a violation of the contract such as default or failure to pay interest or repay principal;
(c) the lender, because of the economic or legal factors relating to the financial difficulties of
the debtor, granting a concession to the latter which the lender would not otherwise have
considered;
(d) the probability of the beneficiary declaring procedures for loan restructuring;
(e) the disappearance of an active market for that financial asset due to financial difficulties;
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(f) available data which indicate a substantial decrease in expected future cash flows for a
similar group of financial assets since the time of the initial recognition of those assets,
although the decrease cannot yet be identified with the individual financial assets in the
group.
The valuation of non performing loans (loans which, according to Bank of Italy definitions, are
non performing, impaired, restructured and past due) is performed on a case-by-case basis.
The remaining loans are valued using, collective, statistical methods which group uniform
classes of risk together.
The methods for determining the write-downs to be made to non performing loans are based
on discounting expected future cash flows for principal and interest, taking account of any
guarantees attached to positions and of any advances received. The basic elements for
determining the present value of cash flows are the identification of the estimated receipts, the
relative maturity dates and the discount rate to apply. The entity of the loss is equal to the
difference between the recognised value of the asset and the present value of expected future
cash flows, discounted back at the original effective interest rate.
The statistical, collective, method is also applied to exposures subject to country risk and that
is loans without guarantees to residents in countries which have difficulty in servicing their
debts. These loans do not include impaired exposures for which the case-by-case valuation
mentioned above is applied.
The valuation of performing loans (including exposures subject to country risk) relates to asset
portfolios for which no objective evidence of impairment exists and which are therefore valued
collectively. Percentage rates of loss calculated from historical statistics are applied to the
estimated cash flows from the assets, grouped into uniform classes with similar characteristics
in terms of credit risk.
If a loan is subject to individual valuation and shows no objective loss of value, it is placed in a
class of financial assets with similar credit risk characteristics and subjected to collective
valuation.
Permanent impairment that is found is immediately recognised in the income statement under
the item 130 “Net impairment losses on a) loans” as are recoveries of part or all of the amounts
previously written down. Recoveries in value are recognised where there is an improvement in
credit quality sufficient to provide reasonable certainty of prompt collection of the principal
and the interest according to the original conditions of the original loan contract, or in the
presence of a progressive reversal of the present value calculated at the time of recognising the
impairment. Where loans are valued on a collective basis, any upward value adjustments or
recoveries in value are recalculated as differences in relation to each performing loan at the
valuation date.
4.3.1.
The fair value of loans is measured by considering future cash flows discounted at the
replacement rate or the market rated existing at the valuation date and relating to a position
with the same characteristics as the loan valued.
The fair value is measured for all loans for information purposes only. For loans subject to
effective hedging, the fair value is calculated in relation to the risk that is hedged for valuation
purposes.
Loans are derecognised on the balance sheet when the rights to the cash flows from the
financial assets expire or when the financial assets are sold with the substantial transfer of all
the risks and rewards deriving from ownership of them. Otherwise loans continue to be
recognised on the balance sheet for an amount equal to the remaining involvement, even if
legal title has been transferred to a third party.
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The assets in question are derecognised on the balance sheet even when the Bank maintains
the contractual right to receive cash flows from them, but when at the same time it has a
contractual obligation to pay those cash flows to a third party.
The profit or loss on the disposal of loans is recognised in the income statement under the
item 100 “Profit (loss) on the disposal or repurchase of a) Loans and receivables”.
5. HEDGING DERIVATIVES
5.1. Definition
Hedging transactions are designed to neutralise potential losses on a specific item (or group of
items) attributable to a determined risk, by means of the gains realised on another instrument
or group of instruments if that particular risk should actually result in losses.
The Bank uses the following type of hedging transactions, appropriately represented in the
accounts and described below:
a fair value hedge: the objective is to offset adverse changes in the fair value of the asset or
liability hedged;
a cash flow hedge: the objective is to hedge against the exposure to variability in expected
cash flows with respect to the initial expectations.
Only derivative contracts with an external counterparty are designated as hedging
instruments.
As with all derivatives, derivative financial instruments used for hedging are initially
recognised and subsequently measured at fair value and are classified in the balance sheet on
the assets side under item 80 “Hedging derivatives” and on the liabilities side under item 60
“Hedging derivatives”.
A relationship qualifies as a hedge and is appropriately represented in the accounts if, and
only if, all the following conditions are satisfied:
at the beginning of the hedging operation the relationship is formally designated and
documented, including the company’s risk management objective and strategy for
undertaking the hedge. This documentation includes identification of the hedging
instrument, the item or transaction hedged, the nature of the risk being hedged, and how
the entity will assess the hedging instrument's effectiveness in offsetting the exposures to
changes in the fair value of the item hedged or in the cash flows attributable to the risk
hedged;
the hedging is expected to be highly effective;
the planned transaction hedged, for hedging cash flows, is highly probable and presents an
exposure to changes in cash flows that could have effects on the income statement;
the effectiveness of the hedging can be reliably measured;
the hedging is measured on an ongoing basis and is considered highly effective for all the
financial years in which it was designated.
5.2.1.
Methods for testing effectiveness
A hedge relationship is judged effective, and as such is appropriately represented in the
accounts, if at its inception and during its life the changes in the fair value or cash flows of the
hedged item attributable to the hedged risk are almost always completely offset by the changes
in the fair value or cash flows of the hedging instrument. This conclusion is reached when the
actual result falls within a range of between 80% and 125%.
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The effectiveness of hedging is tested at inception by means of a prospective test and when
annual reports are prepared by means of a retrospective test; the outcome of the test justifies
the application of hedge accounting because it demonstrates its expected effectiveness.
Retrospective tests are conducted monthly on a cumulative basis where the objective is to
measure the degree of effectiveness of the hedging in the reporting period and therefore to
verify whether the hedging has actually been effective in the period.
Derivative financial instruments that are considered hedges from a profit and loss point of
view but which do not satisfy the requirements to be considered effective instruments for
hedging are recognised under item 20 “Financial assets held for trading” or under item 40
“Financial liabilities held for trading” and the profits and losses under the corresponding item
80 “Profit (loss) on trading”.
See the section “financial assets and liabilities held for trading” and “financial assets and
liabilities at fair value” for a description of the methods used to calculate the fair value of
derivatives.
5.3.1.
Fair value hedging
Fair value hedging is treated as follows:
the profit or loss resulting from measuring a hedging instrument at fair value is included in
the income statement under item 90 “Profit (loss) on hedging activity”;
the profit or loss on the item hedged attributable to the hedged risk adjusts the value in
the accounts of the hedged item and is recognised immediately, regardless of the type of
asset or liability hedged, in the income statement under the aforementioned item.
Hedge accounting is discontinued prospectively in the following cases:
1. the hedging instrument expires or is sold, terminated, or exercised;
2. the hedge no longer meets the hedge accounting criteria described above;
3. the entity revokes the designation.
In case 2, if the assets or liabilities hedged are valued at amortised cost, the higher or lower
value resulting from valuing them at fair value as a result of the hedge becoming ineffective is
recognised in the income statement, according to the effective interest rate method prevailing
at the time of revocation of hedge.
The methods used for measurement of the fair value of the risk hedged in the assets or
liabilities hedged are described in the notes that comment on available-for-sale financial
assets, loans and held-to-maturity financial assets
5.3.2.
Cash flow hedging
When a derivative instrument is designated as a hedge of exposure to changes in expected
cash flows from an asset or liability in the balance sheet or a future transaction considered
highly probable, the accounting treatment of the hedge is as follows:
the profits or losses (from the valuation of the hedging derivative) attributable to the
effective portion of the hedge are recognised in a special reserve in equity named 130
“Valuation reserves”;
the profits or losses (from valuation of the hedging derivative) attributable to the ineffective
portion of the hedge are recognised directly in the income statement under item 90 “Profits
(losses) on hedging activity”;
the asset or liability hedged is valued according to the class of asset or liability to which it
belongs.
If a future transaction occurs which involves recognising non financial assets and liabilities,
the corresponding profits or losses initially recognised under item 130 “Valuation reserves” are
then transferred from that reserve and included as an initial cost of the asset or liability that is
recognised. If the future hedged transaction subsequently involves recognition of a financial
asset or liability, the associated profits or losses that were originally recognised under the item
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130 “Valuation reserves” are reclassified to the income statement in the same reporting period
or periods during which the assets acquired or liabilities incurred have an effect on the income
statement. If a portion of the profits or losses recognised in the valuation reserve are not
considered recoverable, it is reclassified to the income statement under item 80 “Profits
(losses) on trading”.
In all cases other than those already described, the profits or losses initially recognised under
the item “130 Valuation reserves” are transferred to the income statement to reflect the time
and manner in which the future transaction is recognised in the income statement.
An entity must discontinue hedge accounting prospectively in each of the following
circumstances:
(a) the hedging instrument expires or is sold, terminated, or exercised (for this purpose the
replacement or exchange of one hedging instrument with another hedging instrument is
not a conclusion or termination if that replacement or exchange forms part of an entity’s
documented hedging strategy). In this case the total profit (or loss) on the hedging
instrument continues to be recognised directly in shareholders’ equity until the reporting
period in which the hedge became effective and it continues to be recognised separately
until the programmed hedging transaction occurs;
(b) the hedge no longer satisfies the criteria for hedge accounting. In this case the total profit
or loss on the hedging instrument continues to be recognised directly in shareholders’
equity starting from the reporting period in which the hedge became effective and it
continues to be recognised separately in equity until the programmed hedging transaction
occurs;
(c) it is no longer considered that the future transaction should occur, in which case any
related total profit or loss on the hedging instrument recognised directly in shareholders’
equity starting from the reporting period in which the hedge became effective must be
recognised in profit or loss;
(d) the entity revokes the designation. For hedges of a programmed transaction, total profits or
losses on the hedging instrument recognised directly in shareholders’ equity starting from
the reporting period in which the hedge became effective continues to be recognised
separately in equity until the programmed transaction occurs or it is expected that it will
no longer occur.
If it is expected that the transaction will no longer occur, the total profit (or loss) that had been
recognised directly in equity is transferred to the income statement.
5.3.3.
Hedging portfolios of assets and liabilities
Hedging of portfolios of assets and liabilities (“macrohedging”) and appropriate accounting
treatment is possible after first:
- identifying the portfolio to be hedged and dividing it by maturity dates;
- designating the risk to be hedged;
- identifying the interest rate risk to be hedged;
- designating the hedging instruments;
- determining the effectiveness.
The portfolio for which the interest rate risk is hedged may contain both assets and liabilities.
This portfolio is divided on the basis of expected maturity or repricing dates of interest rates
after first analysing the structure of the cash flows.
Changes in the fair value of the hedged instrument are recognised in the income statement
under item 90 “Profits (losses) on hedging” and in the balance sheet under item 90 “Fair value
change in hedged financial assets” or under item 70 “Fair value change in hedged financial
liabilities”.
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Changes occurring in the fair value of the hedging instrument are recognised in the income
statement under item 90 “Profits (losses) on hedging” and on the assets side of the balance
sheet under item 80 “Hedging derivatives” or on the liabilities side under 60 “Hedging
derivatives”.
6. EQUITY INVESTMENTS
6.1. Definition
6.1.1.
Subsidiaries
A “subsidiary” is defined as a company over which the Parent Bank exercises control. Such a
condition occurs when the latter has the power to govern, directly or indirectly the
management and operational decisions of an enterprise so as to obtain benefits from its
activities. The existence of potential immediately exercisable voting rights is assessed to
determine the presence of control. Equity investments in controlled companies are valued
using the cost method.
6.1.2.
Associates
An “associate” is defined as a company in which at least 20% of the voting rights are held or
over which the investing company exercises significant influence and which is neither a
subsidiary nor a company subject to joint control by the investing company. Significant
influence is the power to participate in the financial and operating policy decisions of the
company invested in but not to control or have joint control of it. Investments in associates are
valued using the cost method.
6.1.3.
Companies subject to joint control
A “company subject to joint control” is defined as a company governed by a contractual
arrangement whereby two or more parties undertake an economic activity that is subject to
joint control.
Investments in companies subject to joint control are recognised in the accounts using the
cost method.
Equity investments are recognised in the financial statements by applying the methods
described in the preceding sections.
Any objective evidence that an equity investment has been subject to impairment is assessed
as at each annual or interim reporting date. The recoverable amount is then calculated,
considering the present value of the future cash flows which may be generated by the
investment, including the final disposal value. If the recoverable amount calculated in this way
is less than carrying value, the difference is recognised in the income statement under item
210 “profit (loss) of equity investments”. Any future recoveries of value are also included in the
item where the reasons for the original write down no longer apply.
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Equity investments are derecognised in the balance sheet when the contractual rights to the
cash flows from the financial assets expire or when the financial assets are sold with the
substantial transfer of all the risks and rewards deriving from ownership of them. The result of
the disposal of investments valued using the equity method are recognised in the income
statement under item 210 “Profits (losses) of equity investments”.
7. PROPERTY, PLANT AND EQUIPMENT
7.1. Definition of assets for functional use
“Assets for functional use” are defined as tangible assets possessed to be used for the purpose
of carrying on a company’s business and where the use is planned to last longer than one
year.
Assets for functional use include properties rented to employees, ex employees and their heirs.
7.2. Definition of investment property
“Investment property” is defined as properties held in order to earn rentals or for capital
appreciation. As a consequence, investment property is to be distinguished from assets held
for the use of the owner because they generate cash flows that are very different from the other
assets held by the Bank.
Finance lease contracts are also included within tangible assets (for functional use and held
for investment) even if the legal title to the assets remains with the leasing company.
7.3.
Recognition criteria
Tangible assets for functional use and other tangible assets are initially recognised at cost
(item “110 Tangible assets”), inclusive of all costs directly connected with bringing it to
working condition for the use of the assets and purchase taxes and duties that are not
recoverable. This value is subsequently increased to include expenses incurred from which it
is expected future benefits will be obtained. The costs of ordinary maintenance are recognised
in the income statement at the time at which they are incurred while extraordinary
maintenance costs (improvements) from which future benefits are expected are capitalised by
increasing the value of the relative asset.
Improvements and expenses incurred to increase the value of leased assets from which future
benefits are expected are recognised:
–
–
within the most appropriate category of item 110 “Property, plant and equipment” if
they are independent and can be separately identified, whether they are third party
assets held on the basis of an ordinary leasing contract or whether they are held under
a financial leasing contract;
within item 110 “Property, plant and equipment”, if they are not independent and
cannot be separately identified, as an increase to the type of assets concerned if held
by means of a financial leasing contract or within item 150 “Other assets” if they are
held under an ordinary leasing contract.
The cost of property, plant and equipment is recognised as an asset if, and only if:
it is probable that the future economic benefits associated with the asset will flow to the
enterprise;
the cost of the asset can be reliably determined.
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7.4.
Valuation criteria
Subsequent to initial recognition, tangible assets for use in operations are recognised at cost,
as defined above, net of accumulated depreciation and any permanent cumulative impairment.
The depreciable amount, equal to cost less the residual value (i.e. the amount that would be
normally obtained from disposal, less disposal costs, if the asset was normally in the
conditions, including age, expected at the end of its useful life), should be allocated on a
systematic basis over the asset's useful life by adopting the straight line method of
depreciation. The useful life of an asset, which is reviewed periodically to detect any significant
change in estimates compared to previous figures, is defined as:
the period of time over which it is expected that the asset can be used by a company or,
the quantity of products or similar units that an entity expects to obtain from the use of
the asset.
Since property, plant and equipment may consist of items with different useful lives, land,
whether by itself or as part of the value of a building is not depreciated since it constitutes a
fixed asset with an indefinite life. The value attributable to the land is deducted from the total
value of a property for all buildings in proportion to the percentage of ownership. Buildings, on
the other hand, are depreciated according to the criteria described above.
Works of art are not depreciated because they generally increase in value over time.
Depreciation of an asset starts when it is available for use and ceases when the asset is
written off the accounts the accounts, which is the most recent of when it is classified as for
sale and the date of elimination from the accounts. As a consequence depreciation does not
stop when an asset is left idle or is no longer in use, unless the asset has already been fully
depreciated.
Improvements and expenses which increase the value are depreciated as follows:
– if they are independent and can be separately identified, according to the presumed
useful life as described above;
– if they are not independent and cannot be separately identified, then if they are held
under an ordinary leasing contract, over the shorter of the period in which the
improvements and expenses can be used and that of the remaining life of the contract
taking account of any individual renewals, or if the assets are held under a financial
leasing contract, over the expected useful life of the assets concerned.
The depreciation of improvements and expenses to increase the value of leased assets
recognised under item 150 “Other assets” is recognised under item 190 “Other operating
income (expense)”.
At the end of each annual or interim reporting period the existence of indications that
demonstrate the impairment of the value of an asset are assessed. The loss is determined by
comparing the carrying value of the tangible asset with the lower recoverable amount. The
latter is the greater of the fair value, net of any sales costs, and the relative use value intended
as the present value of future cash flows generated by the asset. The loss is immediately
recognised in the income statement under item 170 “Net impairment losses on property, plant
and equipment”; the item also includes any future recovery in value if the causes of the
original write down no longer exist.
7.4.1.
Definition and determination of fair value
7.4.1.1.
Properties
The fair value is determined on the basis of the market value intended as meaning the best
price at which the sale of a property might reasonably be expected to have been completed
unconditionally for cash consideration on the date of valuation, assuming:
–
–
that the seller and the purchaser are independent counterparties;
the intention of the seller to sell the assets is real;
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–
–
–
that there is a reasonable period (having regard to the nature of the property and the
state of the market) for the proper marketing of the property and for the agreement of
price and terms necessary to complete the sale;
that the market trend, level of values and other circumstances were, at the date of
signing the preliminary contract of purchase and sale, identical to those existing at the
date of valuation;
that no account is taken of bids by purchasers for whom the property has
characteristics which make it “outside the market range”.
The procedures adopted for determining the market value are based on the following methods:
the direct comparative or market method, based on a comparison between the asset in
question and other similar asset subject to sale or currently on sale on the same market or
competing markets;
the income method based on the present value of potential market incomes for a similar
property, obtained by capitalising the income at a market rate.
The above methods have been performed individually and the values obtained appropriately
averaged.
7.4.1.2.
Determination of the value of land
The method used for identifying the percentage of the market value attributable to land is
based on an analysis of the location of the property, taking account of the type of construction,
the state of conservation and the cost of rebuilding the entire building.
7.5.
Property, plant and equipment acquired through finance leases
A financial lease is a contract that substantially transfers all the risks and rewards incident to
ownership of an asset. Legal title may or may not be transferred at the end of the lease term.
The beginning of the lease term is the date on which the lessee is authorised to exercise his
right to use the asset leased and therefore corresponds to the date on which the lease is
initially recognised.
When the contract commences, the lessee recognises the financial leasing transactions as
assets and liabilities in his balance sheets at the fair value of the asset leased or, if lower, at
the present value of the minimum payments due. To determine the present value of the
minimum payments due, the discount rate used is the contractual interest rate implicit in the
lease, if practicable, or else the lessee’s incremental borrowing rate is used. Any initial direct
costs incurred by the lessee are added to the amount recognised for the asset.
The minimum payments due are apportioned between the finance charges and the reduction
of the residual liability. The former are allocated over the lease term so as to produce a
constant rate of interest on the residual liability.
The financial leasing contract involves recognition of the depreciation charge for the asset
leased and of the finance charges for each financial year. The depreciation policy used for
assets acquired under finance leases is consistent with that adopted for owned assets. See the
relative paragraph for a more detailed description.
7.6.
Derecognition criteria
Property, plant and equipment are derecognised in the balance sheet when they are disposed
of or when they are permanently retired from use and no future economic benefits are
expected from their disposal. Any gains or losses resulting from the retirement or disposal of
the tangible asset, calculated as the difference between the net consideration on the sale and
the carrying value of the asset are recognised in the income statement under item 240 “Profit
(loss) on the disposal of investments”.
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8. INTANGIBLE ASSETS
8.1.
Definition
An intangible asset is defined as an identifiable non monetary asset without physical
substance that is used in carrying on a company’s business.
The asset is identifiable when:
it is separable, which is to say capable of being separated and sold, transferred, licensed,
rented, or exchanged;
it arises from contractual or other legal rights, regardless of whether those rights are
transferable or separable from other rights and obligations.
An asset possesses the characteristic of being controlled by the enterprise as a result of past
events and the assumption that its use will cause economic benefits to flow to the enterprise.
An entity has control over an asset if it has the power to obtain future economic benefits
arising from the resource in question and may also limit access by others to those benefits.
Future economic benefits arising from an intangible asset might include receipts from the sale
of products or services, savings on costs or other benefits resulting from the use of the asset
by an enterprise.
An intangible asset is recognised if, and only if:
(a) it is probable that the expected future economic benefits attributable to the asset will
flow to the entity;
(b) the cost of the asset can be measured reliably.
The probability of future economic benefits occurring is assessed on the basis of reasonable
and supportable assumptions that represent the best estimate of the economic conditions that
will exist over the useful life of the asset.
The degree of probability attaching to the flow of economic benefits attributable to the use of
the asset is valued on the basis of the sources of information available at the time of initial
recognition, giving greater weight to external sources of information.
The main items that the Bank classifies as intangible assets are goodwill and third party, or
internally generated software, used over several years as well as customer relationships
resulting from granting property loans to private individuals.
8.1.1.
Intangible assets with a finite useful life
A finite useful life is defined for an asset where it is possible to estimate a limit to the period
over which the related economic benefits are expected to be produced.
Intangible assets considered as having a finite useful life include software and customer
relationships resulting from granting property loans to private individuals.
8.1.2.
Intangible assets with an indefinite useful life
An indefinite useful life is defined for an asset where it is not possible to estimate a predictable
limit to the period over which the asset is expected to generate economic benefits for a
company. The attribution of an indefinite useful life to an asset does not arise from having
already programmed future expenses which restore the standard level of performance of the
asset over time and prolong its useful life.
8.2.
Assets recognised under the balance sheet item 120 “Intangible assets” are stated at cost and
any expenses subsequent to the initial recognition are only capitalised if they are able to
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generate future economic benefits and only if those expenses can be reliably determined and
attributed to the assets.
The cost of an intangible asset includes:
the purchase price including any non recoverable taxes and duties on purchases after
commercial discounts and bonuses have been deducted;
any direct costs incurred in bringing the asset into use.
8.3.
Valuation criteria
Subsequent to initial recognition intangible assets with a finite useful life are recognised at
cost net of total amortisation and any losses in value that may have occurred. Amortisation is
calculated on a systematic basis over the estimated useful life of the asset (see definition
included in the sub-section “Property, plant and equipment”) using the straight line method
for all intangible assets with the exception of customer relationships resulting from granting
property loans to private individuals which are amortised on the basis of the average life of the
relationships or in other words of the portfolio of loans granted.
Amortisation begins when the asset is available for use and ceases on the date on which the
asset is written off the accounts.
Intangible assets with an indefinite useful life (see, goodwill, as defined in the section below if
positive) are recognised at cost net of any value impairment resulting from periodical reviews
when tests are performed to verify the appropriateness of the carrying value of the assets (see
section below). As a consequence amortisation of these assets is not calculated.
No intangible assets arising from research (or from the research phase of an internal project)
are recognised. Research expenses (or the research phase of an internal project) are recognised
as costs at the time at which they are incurred.
An intangible asset arising from development (or from the development phase of a internal
project) is recognised if, and only if the following can be demonstrated:
(a)
the technical feasibility of completing the intangible asset so that it becomes available for
sale or use;
(b) the intention of the company to complete the intangible asset to use it or sell it;
(c)
the capacity of the company to use or sell the intangible asset.
At the end of each annual or interim reporting period the existence of potential impairment of
the value of intangible assets is assessed. The impairment is given by the difference between
the carrying value of the assets and the recoverable amount and is recognised, as are any
recoveries of value, under the item 180 “Net impairment losses on intangible assets”, with the
exception of impairment losses on goodwill which are recognised under item 230 “Net
impairment losses on goodwill”.
8.4.
Goodwill
Goodwill is defined as the difference between the purchase cost and the fair value of assets
and liabilities acquired as part of a business combination which consists of the union of
separate enterprises or businesses in a single entity required to prepare financial statements.
The result of almost all business combinations consists in the fact that a sole entity, an
acquirer, obtains control over one or more separate businesses of the acquiree. When an entity
acquires a group of activities or net assets that do not constitute a business it allocates the
cost of the group to individual assets and liabilities identified on the basis of their relative fair
value at the date of acquisition.
A business combination may give rise to a holding relationship between a parent company and
a subsidiary in which the acquirer is the parent company and the acquiree is the subsidiary.
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All business combinations are accounted for using the purchase method of accounting.
The purchase method involves the following steps:
(a) identification of the acquirer (the acquirer is the combining enterprise that obtains control
of the other combining enterprises or businesses);
(b) determination of the cost of the business combination;
(c) on the acquisition date the cost of the business combination is allocated to the assets and
liabilities and assumed contingent liabilities acquired.
With the purchase method the acquirer must calculate the cost of a business combination as
the sum total of:
(a) the fair values, at the date of exchange, of assets sold, liabilities incurred or assumed,
and equity instruments issued by the acquirer, in exchange for control of the acquiree;
(b) any costs directly attributable to the business combination.
Business combination transactions performed with subsidiaries undertakings or with
companies belonging to the same group are recognised in the accounts on the basis of the
significant economic substance of the transactions.
In application of that principle, the goodwill arising from those transactions is recognised:
(a) within item 120 on the assets side of the balance sheet if significant economic substance
is found;
(b) as a deduction from shareholders’ equity if it is not found.
8.4.1.
Allocation of the cost of a business combination to the assets and liabilities and
assumed contingent assets and liabilities.
The acquirer:
(a)
(b)
recognises the goodwill acquired in a business combination as assets;
measures that goodwill at its cost to the extent that it is the excess of the cost of the
business combination over the acquirer's share of interest in the net fair values of the
acquiree's identifiable assets, liabilities and contingent liabilities.
Goodwill acquired in a business combination represents a payment made by the acquirer in
the expectation of receiving economic future benefits from the asset which cannot be identified
individually and recognised separately.
After initial recognition, the acquirer values the goodwill acquired in a business combination
at the relative cost net of cumulative impairment.
The goodwill acquired in a business combination must not be amortised. The acquirer tests
the asset for impairment annually or more frequently if specific events or changed
circumstances indicate that it may have suffered a reduction in value, according to the relative
accounting standard.
The standard states that an asset (including goodwill) has suffered value impairment when the
value recognised in the accounts exceeds the recoverable amount understood as the greater of
the fair value, net of any sales expenses and its value in use, defined by section 6 of IAS 36.
In order to test for impairment, goodwill must be allocated to cash generating units or to
groups of cash generating units, in observance of the maximum aggregation limit which
cannot exceed the operating segment identified in accordance with IFRS 8.
8.4.2.
Negative goodwill
If the acquirer’s share of the net fair value of the identifiable assets, liabilities and contingent
liabilities exceeds the cost of the business combination the acquirer:
(a)
reviews the identification and measurement of the identifiable assets, liabilities and
contingent liabilities of the acquiree and the determination of the cost of the business
combination;
559
UBI Banca S.c.p.A.
(b)
immediately recognises any excess existing after the new measurement in the income
statement.
8.5.
Intangible assets are derecognised in the balance sheet following disposal or when no future
economic benefit is expected from their use or disposal.
9.
AMOUNTS PAYABLE, SECURITIES ISSUED (AND SUBORDINATED
LIABILITIES)
The various forms of interbank and customer funding are recognised within the balance sheet
items 10 “Due to banks”, 20 “Due to customers” and 30 “Debt securities in issue”. These items
also include liabilities recognised by a lessee in financial leasing operations.
9.1.
The liabilities in question are recognised in the balance sheet at the time when the funding is
received or when the debt securities are issued. The amount recognised is the fair value
inclusive of any additional costs/income that are directly attributable to the transaction and
determinable from the outset regardless of when they are paid. The value of the initial
recognition does not include all those costs that are reimbursed by the creditor counterparty
or that are attributable to internal costs of an administrative character.
9.2.
Valuation criteria
After initial recognition financial liabilities are valued at amortised cost using the effective
interest method as defined in previous paragraphs.
9.3.
Financial liabilities are derecognised in the balance sheet when they expire or are
extinguished.
The repurchase of own securities issued results in derecognition of the securities with the
consequent redefinition of the liability for debt securities issued. Any difference between the
repurchase value of the own securities and the corresponding carrying value of the liabilities is
recognised in the income statement under the item 100 “Profit (loss) on the disposal or
repurchase of d) financial liabilities”. Any subsequent re-issue of the securities previously
subject to derecognition in the accounts constitutes a new issue for accounting purposes with
the consequent recognition at the new issue price without any effect in the income statement.
10.
TAX ASSETS AND LIABILITIES
Tax assets and liabilities are stated in the balance sheet under the items 130 “Tax assets” and
80 “Tax liabilities”.
10.1. Current tax assets and liabilities
560
UBI Banca S.c.p.A.
Current tax for the current and prior periods is recognised as a liability to the extent that it
has not yet been settled; any excess compared to the amount due is recognised as an asset.
Current tax liabilities (assets) for the current and prior years, are measured at the amount
expected to be paid to/recovered from taxation authorities, using the tax rates and tax laws in
force.
Current tax assets and liabilities are derecognised in the accounts in the year in which the
assets are realised or the liabilities are extinguished.
10.2. Deferred tax assets and liabilities
Deferred tax liabilities are recognised for all taxable temporary differences unless the deferred
tax liability arises from:
goodwill for which amortisation is not deductible for tax purposes or
the initial recognition of an asset or a liability in a transaction which:
−
is not a business combination and
−
at the time of the transaction, affects neither the accounting nor the taxable profit.
Deferred tax assets are not calculated for higher values of assets for which the tax regime has
been suspended relating to equity investments and to reserves for which the tax regime has
been suspended because it is considered there are no reasonable grounds to assume they will
be taxed in future.
Deferred tax liabilities are recognised within the balance sheet item 80 “Tax liabilities b)
deferred”.
A deferred tax asset is recognised for all deductible temporary differences if it is probable that
a taxable income will be used against which it will be possible to use the deductible temporary
difference, unless the deferred tax asset arises from:
negative goodwill which is treated as deferred income;
the initial recognition of an asset or liability in a transaction which:
−
is not a business combination and
−
affects neither the accounting profit nor the taxable profit.
Deferred tax assets are recognised within the balance sheet item 130 “Tax assets b) deferred”.
Deferred tax assets and deferred tax liabilities are subject to constant monitoring and are
valued using the tax rates that it is expected will apply in the period in which the tax asset will
be realised or the tax liability will be extinguished on the basis of the tax regulations
established by laws currently in force
Deferred tax assets and deferred tax liabilities are derecognised in the accounts in the year in
which
the temporary difference which gave rise to them becomes payable with regard to deferred
tax liabilities or deductible with regard to deferred tax assets;
the temporary difference which gave rise to them is no longer valid for tax purposes.
Deferred tax assets and deferred liabilities must not normally be discounted to present values
nor offset one against the other
561
UBI Banca S.c.p.A.
11.
NON
CURRENT ASSETS AND DISPOSAL GROUPS HELD FOR SALE
LIABILITIES ASSOCIATED WITH DISPOSAL GROUPS HELD FOR SALE
–
Non current assets and liabilities and groups of non current assets and liabilities for which it
is presumed that the carrying value will recovered by selling them rather than by continued
use are classified respectively under items 150 “Non current assets and disposal groups held
for sale” and 90 “Liabilities associated with assets held for sale”.
In order to be classified within these items the assets or liabilities (or disposal groups) must be
immediately available for sale and there must be active, concrete programmes to sell the
assets or liabilities in the short term.
These assets or liabilities are valued at the lower of the carrying value and their fair value net
of disposal costs.
Profits and losses attributable to groups of assets or liabilities held for sale are recognised in
the income statement under item 280 “Profit (loss) after tax of non current assets and groups
of assets held for disposal”.
Profits and losses attributable to individual assets held for disposal are recognised in the
income statement under the most appropriate item.
12. PROVISIONS FOR LIABILITIES AND CHARGES
12.1. Definition
A provision is defined as a liability of uncertain timing or amount.
A contingent liability, however, is defined as:
a possible obligation, the result of past events, the existence of which will only be
confirmed by the occurrence or (non occurrence) of future events that are not totally under
the control of the enterprise;
a present obligation that is the result of past events, but which is not recognised in the
accounts because:
−
it is improbable that financial resources will be needed to settle the obligation;
−
the amount of the obligation cannot be measured with sufficient reliability.
Contingent liabilities are not recognised in the accounts, but are only reported, unless they are
considered a remote possibility.
12.2.
Recognition criteria and valuation
A provision is recognised if and only if:
there is a present obligation (legal or implicit) that is the result of a past event and
it is probable that the use of resources suitable for producing economic benefits will be
required to fulfil the obligation and
a reliable estimate can be made of the amount arising from fulfilment of the obligation.
The amount recognised as a provision represents the best estimate of the expenditure required
to settle the present obligation at the balance sheet date and reflects the risks and
uncertainties that inevitably characterise a number of facts and circumstances. The amount of
a provision is measured by the present value of the expenditure that it is assumed will be
necessary to settle the obligation where the effect of the present value is a substantial aspect.
Future events that might affect the amount required to settle the obligation are only taken into
consideration if there is sufficient objective evidence that they will occur.
Provisions made for liabilities and charges include those for the risk attaching to any existing
tax litigation.
562
UBI Banca S.c.p.A.
12.3.
The provision is reversed when it becomes improbable that the use of resources suitable for
producing economic benefits will be required to settle the obligation.
13. FOREIGN CURRENCY TRANSACTIONS
13.1. Definition
A foreign currency is a currency other than the functional currency of the entity, which is the
currency of the primary economic environment in which an entity operates.
A foreign currency transaction is recorded at the time of initial recognition in the functional
currency applying the spot exchange rate between the functional currency and the foreign
currency ruling on the date of the transaction.
At each balance sheet date:
(a)
(b)
foreign currency monetary amounts21 are translated using the closing rate;
non-monetary items22 carried at historical cost in foreign currency are translated using
the exchange rate at the date of the transaction;
(c)
non-monetary items carried at fair value in a foreign currency are translated using the
exchange rates that existed on the dates when the fair values were determined.
Exchange differences arising from the settlement of monetary items or from the translation of
monetary items at rates different from those at which they were translated when initially
recognised during the year or in previous financial statements are recognised in the income
statement for the year in which they originated.
Exchange rate differences arising from a monetary item that forms part of a net investment in
a foreign operation of an entity that prepares financial statements are recognised in the
income statement of the individual company financial statements of the entity that prepares
the financial statements or the individual company financial statements of the foreign
operation.
When a profit or loss on a non monetary item is recognised directly in equity, each change in
that profit or loss is also recognised directly in equity. However, when a profit or loss on a non
monetary item is recognised in the income statement each change in that profit or loss is
recognised in the income statement.
21
“Monetary” items are defined as
liabilities which must be received or
monetary item is the right to receive
22 See the note on “monetary” items
relating to determined sums in foreign currency, which is to say to assets and
paid for a determined amount in foreign currency. The defining characteristic of a
or an obligation to pay a set or calculable number of foreign currency units.
for the contrary.
563
UBI Banca S.c.p.A.
14. OTHER INFORMATION
OWN SHARES
Own shares if present in portfolio are deducted from shareholders’ equity. No profit or loss
arising from the purchase, sale, issue or cancellation of own shares is recognised in the
income statement. The differences between the purchase and sale price arising from these
transactions are recorded in equity reserves.
Provisions for guarantees granted and commitments
Provisions made on a cases by case and collective basis to estimate possible payments to be
made connected with the assumption of credit risks attaching to guarantees granted and
commitments assumed are calculated by applying the same criteria as that reported for loans.
These provisions are recognised within the item 100 “Other liabilities” with the balancing entry
within the item in the income statement 130d “Net impairment losses on: other financial
transactions”.
EMPLOYEE BENEFITS
Definition
Employee benefits are defined as all forms of consideration given by an enterprise in exchange
for services rendered by employees. Employee benefits can be classified as follows:
short-term employee benefits (not including benefits due to employees for severance
payments and benefits paid in the form of equity instruments) due entirely within 12
months after the service is rendered by employees;
post-employment benefits due after the contract of employment has terminated;
post-employment benefit plans subsequent to the termination of the employment contract
and that is agreements whereby the enterprise provides benefits subsequent to the
termination of the employment contract;
long term benefits, other than the previous, due entirely within the twelve months
subsequent to the end of the financial year in which employee rendered the relative service.
Severance payments
Severance payments recognised in the accounts are considered a defined benefit plan and as
such require the amount of the obligation to be determined on an actuarial basis and to be
discounted to present values because the debt may be extinguished a long time after the
employees have rendered the relative service.
The amount is accounted for as a liability amounting to:
(a)
(b)
the present value of the defined benefit obligation at the balance sheet date;
plus any actuarial gains (less any actuarial losses) recognised in a separate reserve in
shareholders’ equity;
(c)
less any pension costs relating to past service rendered not yet recognised;
(d) less the fair value at the balance sheet date of any assets at the service of the plan.
Valuation criteria
As concerns the accounting treatment for actuarial gains/losses, the Bank has opted for direct
recognition of these items within valuation reserves in shareholders’ equity.
564
UBI Banca S.c.p.A.
“Actuarial gains/losses” comprise adjustments arising from the reformulation of previous
actuarial assumptions as a result of actual experience or from changes in the actuarial
assumptions themselves.
The “Projected Unit Credit Method” is used to calculate the present value. This considers each
single period of service as giving rise to an additional unit of severance payment and therefore
measures each unit separately to arrive at the final obligation. This additional unit is obtained
by dividing the total expected service by the number of years that have passed from the time
service commenced until the expected payment date. Application of the method involves
making projections of future payments based on historical analysis of statistics and of the
demographic curve and discounting these flows on the basis of market interest rates. The rate
used for discounting to present value is calculated as the average of the swap, bid and ask
rates at the valuation date appropriately interpolated for intermediate maturity dates.
SEGMENT REPORTING
Segment reporting is defined as the manner in which financial information on an enterprise is
reported by segment.
No segment reporting is given in this document because the separate company Annual Report
for UBI Banca is published together with the consolidated annual report of the UBI Banca
Group which gives that information for the Group as a whole.
REVENUES
Definition
Revenues are the gross inflow of economic benefits resulting from business arising from the
ordinary operating activities of an enterprise when these inflows create an increase in equity
other than an increase resulting from payments made by shareholders.
Revenues are measured at the fair value of the consideration received or due and are
recognised in the accounts when they can be reliably estimated.
The result of the rendering of services can be reliably estimated when the following conditions
are met:
the amount of revenue can be measured reliably;
it is probable that the economic benefits arising from the transaction will flow to the
company;
the stage of completion of the operation at the balance sheet date can be measured
reliably;
the costs incurred, or to be incurred, to complete the transaction can be measured reliably.
Revenue recognised in return for services rendered is recognised by reference to the stage of
completion of the transaction.
Revenue is only recognised when it is probable that the economic benefits arising from the
transaction will be enjoyed by the company. Nevertheless when the recoverability of an
amount already included within revenues is uncertain, the amount not recoverable or the
amount for which recovery is no longer probable is recognised as a cost instead of adjusting
the revenue originally recognised.
Revenues arising from the use by third parties of the company’s assets which generate interest
or dividends are recognised when:
it is probable that the economic benefits arising from the transaction will be received by the
enterprise;
the amount of the revenue can be reliably measured.
565
UBI Banca S.c.p.A.
Interest is recognised on an accruals basis that takes into account the effective yield of the
asset. In detail:
interest income includes the amortisation of any discounts, premiums or other differences
between the initial carrying value for a security and its value at maturity.
arrears of interest that are considered recoverable are recognised within the item 10
“Interest income and similar”, but only the part considered recoverable.
Dividends are recognised when shareholders acquire the right to receive payment.
Expenses or revenues resulting from the sale or purchase of financial instruments, determined
by the difference between the amount paid or received for the transaction and the fair value of
the instrument are recognised in the income statement on initial recognition of the financial
instrument when the fair value is determined:
by making reference to current and observable market transactions in the same
instrument;
by using valuation techniques which use, as variables, only data from observable
markets.
EXPENSES
Expenses are recognised in the accounts at the time at which they are incurred while following
the criteria of matching costs to revenues that result directly and jointly from the same
transactions or events. Expenses that cannot be associated with revenues are recognised
immediately in the income statement.
Expenses directly attributable to financial instruments valued at amortised cost and
determinable from the outset, regardless of the time at which they are settled, flow to the
income statement by applying the effective interest rate, a definition of which is given in the
section “loans”.
Permanent impairment of value is recognised in the income statement in the period in which it
is detected.
566
UBI Banca S.c.p.A.
Part B – Information on the Balance Sheet
Assets
SECTION 1 – Cash and cash equivalents – Item 10
1.1 Cash and cash equivalents: composition
3 1.12 .2 0 0 8
a) C ash in hand
3 1.12 .2 0 0 7
246.460
b) D epo s its with c entral banks
66.812
T o tal
2 4 6 .4 6 0
6 6 .8 12
The increase in cash in hand is a consequence of the centralisation at the Parent Bank of the
central cash service for all the banks of the Group.
567
UBI Banca S.c.p.A.
SECTION 2 – Financial assets held for trading – Item 20
2.1 Financial assets held for trading: composition by type
3 1.12 .2 0 0 8
3 1.12 .2 0 0 7
Items/A mo unts
Listed
Unlisted
Listed
Unlisted
A . A ssets
1. Debt securities
89.157
134.850
94.828
1.1Structured securities
8.240
37.687
6.087
18.341
1.2 Other debt securities
80.917
97.163
88.741
302.586
123.026
18.821
23.642
21.918
48.278
-
562.777
-
-
-
-
-
4.1Repurchase agreements
-
-
-
-
4.2 Other
-
-
-
-
-
345
-
-
2. Equity instruments
3. Units in O.I.C.R. (collect ive invest ment inst rument s)
4. Financing
5. Impaired assets
6. A ssets transferred no t dereco gnised
T o tal A
787.634
-
1.0 4 8 .0 9 5
15 4 .0 16
320.927
1.148.482
1.8 2 9 .7 2 9
3 4 2 .8 4 5
B . D e riv a t iv e ins t rum e nt s
1. Financial derivatives
1.1fo r trading
2.637
1.214.876
171
576.172
2.637
1.210.294
171
553.928
1.2 co nnected with fair value o ptio ns
-
-
-
-
1.3 o ther
-
4.582
-
22.244
2. Credit derivatives
-
4.487
-
4.855
2.1fo r trading
-
4.487
-
4.855
2.1co nnected with the fair value o ptio n
-
-
-
-
2.3 o ther
-
-
-
-
T o tal B
T o t a l ( A +B )
2 .6 3 7
1.2 19 .3 6 3
17 1
5 8 1.0 2 7
1.0 5 0 .7 3 2
1.3 7 3 .3 7 9
1.8 2 9 .9 0 0
9 2 3 .8 7 2
Impaired assets consisted of a bond issued by Lehman Brothers for a nominal amount of 4
million euro for which the fair value amounted to 8,625% of the nominal value. The relative
loss is stated within item 80 – Net profit (loss) from trading – amounting to 3,5 million euro
recognised in 2008. The further write-down with respect to the nominal amount (0,3 million
euro) was performed in prior years.
The securities classified as assets transferred and not derecognised relate to the value of
securities pledged in repurchase agreement funding transactions. These securities consisted
exclusively of securities issued by the Italian government.
568
UBI Banca S.c.p.A.
2.2 Financial assets held for trading: composition by debtors/issuers
3 1.12 .2 0 0 8
Items/A mo unts
3 1.12 .2 0 0 7
A . A SSET S
1. D e bt s e c urit ie s
2 2 4 .0 0 7
a) Go vernments and Central B anks
4 15 .7 5 5
22.759
b) Other public autho rities
c) B anks
d) Other issuers
1
111.283
178.442
86.112
2 . E quit y ins t rum e nt s
14 1.8 4 7
a) B anks
b) Other issuers:
87.316
3.853
149.996
4 5 .5 6 0
9.819
8.281
132.028
37.279
- insurance co mpanies
13.727
-
- financial co mpanies
40.135
25.980
- no n financial co mpanies
78.166
11.299
-
-
- o ther
3 . Unit s in O .I.C .R .
4 8 .2 7 8
4 . F ina nc ing
5 6 2 .7 7 7
-
-
-
-
-
-
c) B anks
-
-
d) Other
-
5 . Im pa ire d a s s e t s
345
-
-
-
-
-
c) B anks
-
-
345
-
d) Other
6 . A s s e t s t ra ns f e rre d no t de re c o gnis e d
7 8 7 .6 3 4
1.14 8 .4 8 2
787.634
1.148.482
-
-
c) B anks
-
-
d) Other issuers
-
-
T o tal (A )
1.2 0 2 .111
2 .17 2 .5 7 4
B . D E R IV A T IV E IN S T R UM E N T S
a) B anks
1.144.328
b) Custo mers
77.672
T o tal (B )
T o t a l ( A +B )
569
514.287
66.911
1.2 2 2 .0 0 0
5 8 1.19 8
2 .4 2 4 .111
2 .7 5 3 .7 7 2
UBI Banca S.c.p.A.
2.3 Financial assets held for trading: derivative instruments
T ype o f deriv ativ e/Underlying as s ets
C urrenc ies and
go ld
Interes t rates
Equity
ins trum ents
Lo ans
Other
3 1.12 .2 0 0 8
3 1.12 .2 0 0 7
A ) L is t e d d e riv a t iv e s
1. F in a n c ia l D e r iv a t iv e s :
• With exc hange o f princ ipal
- Optio ns purchas ed
- Other deriv ativ es
-
-
-
-
-
-
-
251
-
140
-
-
391
6
• Witho ut exc hange o f princ ipal
- o ptio ns purc has ed
122
-
-
-
-
12 2
-
2.124
-
-
-
-
2 .12 4
16 5
-
-
-
-
-
-
-
-
-
-
-
-
-
-
2 .6 3 7
17 1
2 . C re d it d e r iv a t iv e s :
T o tal A
2 .4 9 7
-
14 0
-
-
B ) U n lis t e d d e riv a t iv e s
1. F in a n c ia l D e r iv a t iv e s :
-
3.462
-
-
17
3 .4 7 9
16 .0 6 5
-
86.799
-
-
-
8 6 .7 9 9
4 5 .12 5
36.617
-
26
-
7.310
4 3 .9 5 3
9 4 .7 6 3
1.079.721
-
-
-
924
1.0 8 0 .6 4 5
4 2 0 .2 19
-
-
-
-
-
-
-
4.487
-
-
-
-
4 .4 8 7
4 .8 5 5
2 . C re d it d e r iv a t iv e s :
T o tal B
T o t a l A +B
1.12 0 .8 2 5
9 0 .2 6 1
26
-
8 .2 5 1
1.2 19 .3 6 3
5 8 1.0 2 7
1.12 3 .3 2 2
9 0 .2 6 1
16 6
-
8 .2 5 1
1.2 2 2 .0 0 0
5 8 1.19 8
570
UBI Banca S.c.p.A.
2.4 Financial assets held for trading other than those transferred and not derecognised
and impaired assets: annual changes
D ebt s ec urities
A . O p e n in g b a la n c e s
B . In c r e a s e s
B .1 P urc has es
B .2 P o s itiv e c hanges in fair v alue
B .3 Other c hanges
C . D e c re a s e s
C .1 Sales
Units in O.I.C .R .
Equity
ins trum ents
(co llect ive invest ment
inst rument s)
F inanc ing
T o tal
4 15 .7 5 5
4 5 .5 6 0
5 6 2 .7 7 7
-
1.0 2 4 .0 9 2
11.5 9 9 .7 0 9
4 7 3 .6 4 9
14 .7 9 5
-
12 .0 8 8 .15 3
10.417.036
470.714
10.399
-
10.898.149
4.542
562
-
-
5.104
1.178.131
2.373
4.396
-
1.184.900
( 11.7 9 1.4 5 7 )
( 3 7 7 .3 6 2 )
( 5 2 9 .2 9 4 )
-
( 12 .6 9 8 .113 )
(10.378.721)
(269.128)
(436.974)
-
(110.925)
-
-
-
(110.925)
(14.853)
(59.479)
(69.530)
-
(143.862)
C .4 Other c hanges
(1.286.958)
(48.755)
(22.790)
-
(1.358.503)
D . F in a l b a la n c e s
2 2 4 .0 0 7
C .2 R eim burs em ents
C .3 N egativ e c hanges in fair v alue
14 1.8 4 7
571
4 8 .2 7 8
-
(11.084.823)
4 14 .13 2
UBI Banca S.c.p.A.
SECTION 3 – Financial assets at fair value – Item 30
3.1 Financial assets at fair value: composition by type
3 1.12 .2 0 0 8
3 1.12 .2 0 0 7
Item s /Values
Lis ted
Unlisted
1. D ebt s ec urities
Lis ted
Unlis ted
-
-
-
1.1 Struc tured sec urities
-
-
-
-
1.2 Other debt s ec urities
-
-
-
823.242
-
2. Equity instrum ents
823.242
-
-
-
460.157
-
157.906
-
-
-
-
-
4.1 Structured
-
-
-
-
4.2 Other
-
-
-
-
5. Im paired ass ets
-
-
-
-
6. A s s ets transferred no t dereco gnised
-
-
-
-
3. Units in O.I.C .R .
4. F inanc ing
T o tal
4 6 0 .15 7
-
15 7 .9 0 6
8 2 3 .2 4 2
C o st
4 6 0 .15 7
-
15 5 .2 7 4
8 2 3 .2 4 2
Debt securities as at 31st December 2007 related entirely to capitalisation policies reimbursed
during 2008.
Financial assets invested in OICR units (collective investment instruments) relate exclusively to
units in hedge funds.
572
UBI Banca S.c.p.A.
3.2 Financial assets at fair value: composition by debtors/issuers
Item s/Values
3 1.12 .2 0 0 8
1. D e b t s e c urit ie s
3 1.12 .2 0 0 7
-
8 2 3 .2 4 2
a) Go vernm ents and C entral B anks
-
-
-
-
c) B anks
-
-
d) Other is suers
-
823.242
2 . E q uit y in s t ru m e nt s
-
-
a) B anks
-
-
b) Other is suers:
-
-
- insurance co m panies
-
-
- financ ial co m panies
-
-
- no n financial c o m panies
-
-
- o ther
-
3 . Un it s in O .I.C .R .
4 . F ina nc in g
-
4 6 0 .15 7
15 7 .9 0 6
-
-
-
-
-
-
c) B anks
-
-
d) Other
-
5 . Im p a ire d a s s e t s
-
-
-
-
-
-
-
c) B anks
-
-
d) Other
-
6 . A s s e t s t ra n s f e rre d no t de re c o gn is e d
-
-
-
-
-
-
-
c) B anks
-
-
d) Other
T o ta l
4 6 0 .15 7
573
9 8 1.14 8
UBI Banca S.c.p.A.
3.3 Financial assets at fair value other than those transferred and not derecognised and
impaired assets: annual changes
B . In c r e a s e s
Units in O.I.C .R .
Equity
ins trum ents
D ebt s ec urities
(co llect ive invest ment
inst rument s)
F inanc ing
T o tal
8 2 3 .2 4 2
-
15 7 .9 0 6
-
9 8 1.14 8
3 7 .12 0
-
6 5 2 .7 6 2
-
6 8 9 .8 8 2
B .1 P urc has es
-
-
617.186
-
B .2 P o s itiv e changes in fair v alue
-
-
12.971
-
12.971
37.120
-
22.605
-
59.725
B .3 Other c hanges
C .1 Sales
( 8 6 0 .3 6 2 )
-
( 3 5 0 .5 11)
-
617.186
( 1.2 10 .8 7 3 )
(829.885)
-
(215.821)
-
-
-
-
-
-
C .3 N egativ e c hanges in fair value
-
-
(117.345)
-
(117.345)
C .4 Other c hanges
(30.477)
-
-
-
574
(17.345)
4 6 0 .15 7
-
(1.045.706)
(47.822)
4 6 0 .15 7
UBI Banca S.c.p.A.
Section 4 – Available-for-sale financial assets – Item 40
4.1 Available-for-sale financial assets: composition by type
Items/Values
3 1.12 .2 0 0 8
Lis ted
1. D ebt securities
3 1.12 .2 0 0 7
Unlisted
Listed
Unlisted
815.614
492.038
147.525
1.1Structured securities
130.309
46.079
-
-
685.305
445.959
147.525
543.505
382.856
79.319
842.665
80.010
2.1at fair value
382.856
60.511
842.665
59.280
2.2 at c o st
543.505
-
18.808
-
20.730
14.085
72.140
24.507
70.381
4. F inanc ing
-
-
-
-
5. Impaired assets
-
-
-
-
911.461
-
105.953
246.363
3. Units in O.I.C.R.
T o tal
2 .12 4 .0 16
6 4 3 .4 9 7
1.12 0 .6 5 0
9 4 0 .2 5 9
The significant decrease in listed equity instruments relates principally to the impairment of the
investment in “Intesa-Sanpaolo” as shown in the schedule which follows the table that reports the
annual changes.
securities pledged in repurchase agreement funding transactions. As at 31st December 2008
these securities consisted exclusively of securities issued by the Italian government.
575
UBI Banca S.c.p.A.
4.2 Available-for-sale financial assets: composition by debtors/issuers
3 1.12 .2 0 0 8
Item s/A m o unts
3 1.12 .2 0 0 7
1.3 0 7 .6 5 2
6 9 1.0 3 0
267.922
c) B anks
d) Other issuers
-
-
739.863
372.378
299.867
2 . E q uit y ins t rum e nt s
4 6 2 .17 5
a) B anks
b) Other issuers:
262.571
56.081
9 2 2 .6 7 5
389.591
780.453
72.584
142.222
- insurance co m panies
-
-
- financial co m panies
31.769
65.147
- no n financial co m panies
40.815
75.525
- o ther
-
3 . Un it s in O .I.C .R .
8 6 .2 2 5
4 . F in a nc ing
1.550
9 4 .8 8 8
-
-
-
-
-
-
c) B anks
-
-
d) Other
-
5 . Im pa ire d a s s e t s
-
-
-
-
-
-
-
c) B anks
-
-
d) Other
-
6 . A s s e t s t ra ns f e rre d no t d e re c o gnis e d
9 11.4 6 1
911.461
3 5 2 .3 16
138.483
-
-
c) B anks
-
195.229
d) Other
-
18.604
T o tal
2 .7 6 7 .5 13
576
2 .0 6 0 .9 0 9
UBI Banca S.c.p.A.
4.3 Available-for-sale financial assets: hedged assets
H edged assets
A ss ets/T ype o f hedge
3 1.12 .2 0 0 8
F air value
1. D ebt securities
3 1.12 .2 0 0 7
C ash flo w
F air value
C ash flo w
1.467.531
-
449.750
-
-
-
-
-
3. Units in O.I.C .R .
-
-
-
-
4. F inancing
-
-
-
-
5. P o rtfo lio
-
-
-
T o tal
1.4 6 7 .5 3 1
-
-
4 4 9 .7 5 0
-
Hedged financial assets consist of investments in debt securities for which specific fair value
hedging contracts were entered into on the interest rates.
As summarised in section 5.1 of the part on the income statement, the net result of the valuation
of hedging contracts and the underlying assets was a positive amount of 2,2 million euro,
recognised within item 90 in the income statement – Net profit (loss) from hedging.
4.4 Available-for-sale financial assets: assets subject to specific hedging
Item s /Values
3 1.12 .2 0 0 8
3 1.12 .2 0 0 7
1. F inanc ial as s ets subject to fair v alue specific hedge
a) interes t rate ris k
1.467.531
449.750
b) price ris k
-
-
c ) c urrenc y ris k
-
-
d) c redit ris k
-
-
-
-
a) interes t rate ris k
-
-
b) c urrenc y ris k
-
-
c ) o ther
-
-
e) m ultiple risk s
2.F inanc ial as s ets subject to c ash flo w s pec ific hedge
T o tal
577
1.4 6 7 .5 3 1
4 4 9 .7 5 0
UBI Banca S.c.p.A.
4.5 Available-for-sale financial assets other than those transferred and not derecognised
A . O p e n i n g b a la n c e s
B . Inc re a s e s
Units in O.I.C .R .
Equit y
ins trum ents
D ebt s ec urities
F inanc ing
( co llect ive invest ment
inst rument s)
T o tal
6 9 1.0 3 0
9 2 2 .6 7 5
9 4 .8 8 8
-
2 . 0 8 9 .3 2 8
6 7 .16 7
5 .5 7 3
-
B .1 P urc has es
B .2 P o s itiv e c hanges in fair v alue
1. 7 0 8 .5 9 3
2 . 16 2 .0 6 8
1.700.508
299
3.901
-
1.704.708
16.478
16.711
1.225
-
34.414
-
-
-
-
-
-
-
-
B .3 Writ e-bac k s
- rec o gnis ed in the inc o m e s tat em ent
-
- rec o gnis ed in s hareho lders ’ equity
-
-
-
-
-
-
-
-
-
372.342
50.157
447
-
422.946
B .4 T rans f ers fro m o ther po rtf o lio s
B .5 Other c hanges
X
( 1.4 7 2 .7 0 5 )
C .1 Sales
C .3 N egativ e c hanges in fair v alue
C .4 Writ e-do wns f o r im pairm ent
- rec o gnis ed in the inc o m e s tat em ent
-
( 2 .0 14 .6 0 9 )
(587)
-
(2.900)
(1)
-
-
(2.901)
(19.452)
(11.038)
(13.625)
-
(44.115)
(552.567)
(3.182)
(455.755)
-
-
(458.937)
(3.182)
(447.685)
-
-
(450.867)
-
(8.070)
-
-
(8.070)
-
-
-
-
-
(911.461)
(44.603)
(24)
-
(956.089)
C .5 T rans f ers to o ther po rt fo lio s
D . F in a l b a l a n c e s
( 14 .2 3 6 )
(16.270)
- rec o gnis ed in s hareho lders ’ equity
C .6 Other c hanges
( 5 2 7 .6 6 7 )
(535.710)
1.3 0 7 .6 5 3
4 6 2 .17 5
8 6 .2 2 5
-
1. 8 5 6 .0 5 3
The write-down of debt securities relates to the security UBS Fast Jersey 08/15 ZC. Following
acknowledgment of objective evidence of impairment of the security due to the fall in its fair value,
the entire cumulative reduction in value with respect to its cost of purchase was charged to the
income statement. The total write-down amounted to 6,3 million euro, consisting of 3,2 million
euro relating to 2008 and 3,1 million euro as a result of the transfer to the income statement of
the write-downs recognised in equity in previous years.
The details are given below of write-downs of equity instruments for which a significant and/or
prolonged reduction in the fair value occurred with respect to the purchase value.
eq uit y i nst r ument
N o . shar es
unit p r ice
(*)
co st
unit
p rice
f ai r value
f air value
chang es
wi t hin
eq ui t y
uni t
p r ice
f air value
w rit e- d o w n
o f t he
eq uit y
inst rument
t r ansf er o f
neg at i ve
r eserves;
el iminat io n
o f p o si t ive
r eserves
t o t al w ri t ed o w n in t he
inco me
st at ement
Int es a Sanp ao lo Sp a
140.167.610
5,686
796.993
5,397
756.485
(40.508)
2,519
353.124
(403.360)
(40.508)
(443.868)
A2 A Sp a
11.200.000
3,030
33.936
3,100
34.720
784
1,271
14.233
(20.487)
784
(19.703)
1.590.271
16,430
37.497
19,790
42.915
7.286
5,1
8.515
(31.856)
7.286
(24.570)
Lo nd o n Sto ck Exchang e (**)
o f which currency ef fect o f L.S .E.
exchang e rat e t hro ug h P&L
Bres cia o n line Srl
T o t al
(1.868)
9.000
9,889
89
8 6 8 .515
9,889
(2.545)
89
-
8 3 4 .2 0 9
( 3 2 .4 3 8 )
4,1
37
3 75.9 0 9
(52)
( 4 55.755)
(52)
( 3 2 .4 3 8 )
( 4 8 8 .19 3 )
(*) The purchase value of Intesa Sanpaolo is that of the fair value of the share at the time of the merger between the former BPU and the former BLP.
(**) The LSE share is quoted in UK Sterling. The change in fair value resulting from the change in the GBP/EUR exchange rate was charged to the
income statement because the relative risk is managed together with total currency risk for the Bank.
578
UBI Banca S.c.p.A.
Section 5 – Held-to-maturity financial assets – Item 50
5.1 Held-to-maturity financial assets: composition by type
3 1.12 .2 0 0 8
Type o f transactio n/A mo unts
Carrying amo unt
1. Debt securities
3 1.12 .2 0 0 7
Fair value
Carrying amo unt
Fair Value
301.075
287.667
186.574
-
-
-
-
301.075
287.667
186.574
179.672
2. Financing
-
-
-
-
3. Impaired assets
-
-
-
-
1.319.492
1.255.833
1.058.000
1.010.041
1.1Structured
T o tal
1.6 2 0 .5 6 7
1.5 4 3 .5 0 0
1.2 4 4 .5 7 4
179.672
1.18 9 .7 13
securities pledged in repurchase agreement funding transactions. These securities are all listed on
regulated markets and are mainly issued by the Italian government. The difference between the
carrying amount and the relative fair value, amounting to 77 million euro, is attributable
principally to three positions including the security Goldman Sachs 05/20 TV EUR (nominal
amount 200 million euro) which was affected more significantly by negative trends in respect of
counterparty risk and recorded a fair value that was 54,6 million euro less than the carrying
value.
579
UBI Banca S.c.p.A.
5.2 Held-to-maturity financial assets: debtors/issuers
3 1.12 .2 0 0 8
T ype o f transactio n/Values
1. D e b t s e c urit ie s
3 1.12 .2 0 0 7
3 0 1.0 7 5
a) Go vernm ents and Central B anks
18 6 .5 7 4
154.672
c) B anks
132.709
-
-
146.403
53.865
d) Other is suers
-
2 . F in a n c in g
-
-
-
-
-
-
-
c) B anks
-
-
d) Other
-
3 . Im p a ire d a s s e t s
-
-
-
-
-
-
-
c) B anks
-
-
d) Other
-
4 . A s s e t s t ra ns f e rre d n o t de re c o gn is e d
1.3 19 .4 9 2
1.0 5 8 .0 0 0
1.107.624
c) B anks
d) Other
753.854
-
-
7.006
99.434
204.862
T o tal
1.6 2 0 .5 6 7
204.712
1.2 4 4 .5 7 4
5.3 Held-to-maturity financial assets: hedged assets
The Bank has no specific hedging contracts for held-to-maturity assets.
580
UBI Banca S.c.p.A.
5.4 Held-to-maturity financial assets other than those transferred and not derecognised
D ebt s ec urities
B . In c re a s e s
F inanc ing
T o tal
18 6 .5 7 4
-
18 6 .5 7 4
1.4 4 8 .9 9 2
-
1.4 4 8 .9 9 2
B .1 P urc has es
385.912
-
385.912
B .2 Write-bac k s
-
-
-
B .3 T rans fers fro m o ther po rtfo lio s
-
-
-
1.063.080
-
1.063.080
B .4 Other c hanges
( 1.3 3 4 .4 9 1)
C .1 Sales
-
( 1.3 3 4 .4 9 1)
-
-
-
(15.000)
-
(15.000)
C .3 N et im pairm ent lo s s es
-
-
-
C .4 T rans fers to o ther po rtfo lio s
-
-
-
C .5 Other c hanges
(1.319.491)
-
(1.319.491)
3 0 1.0 7 5
-
3 0 1.0 7 5
Other changes include securities which were pledged against repurchase agreements in 2008.
Section 6 – Loans to banks – Item 60
6.1 Lending to banks: composition by type
3 1.12 .2 0 0 8
3 1.12 .2 0 0 7
Type o f transactio n/A m o unts
A . Lo a ns t o C e nt ra l B a nk s
1. Term depo sits
-
-
2. Co mpulso ry reserve requirem ent
1.005.255
185.562
3. Reverse repurchase agreements
-
-
4. Other
-
-
B . Lo a ns t o ba nk s
1. Current acco unts and depo sits
4.017.877
9.807.901
2. Term depo sits
5.932.025
3.276.100
3. Other lo ans
4.892.303
1.442.321
4.233.965
1.154.838
3.1Reverse repurchase agreements
3.2 finance leases
3.3 o ther
4. Debt securities
4.1structured
4.2 o ther
-
-
658.338
287.483
6.611.493
1.290.855
5.951.852
110.365
659.641
1.180.490
5. Impaired assets
-
-
6.839.385
3.705.651
T o t a l ( c a rrying a m o unt )
2 9 .2 9 8 .3 3 8
19 .7 0 8 .3 9 0
T o t a l ( f a ir v a lue )
2 9 .3 0 1.7 3 7
19 .6 8 0 .7 7 0
581
UBI Banca S.c.p.A.
6.2 Lending to banks: assets subject to specific hedging
The Bank has no specific hedging contracts for loans to banks.
6.3 Finance leases
The Bank has no existing loans for finance leases.
Section 7 – Loans to customers – Item 70
7.1 Lending to customers: composition by type
T ype o f trans ac tio n/A m o unts
3 1.12 .2 0 0 8
1. C urrent ac c o unt o v erdrafts
2. R ev ers e repurc has e agreem ents
3. M o rtgages
3 1.12 .2 0 0 7
500.963
561.737
3.076
553.664
3.733.387
668.904
4. C redit c ards , pers o nal lo ans and s alary bac k ed lo ans
-
-
5. F inanc e leas es
-
-
6. F ac to ring
-
-
6.090.080
8.402.639
118.413
79.101
118.413
26.582
-
52.519
849
913
7. Other trans ac tio ns
8. D ebt s ec urities
8.1s truc tured
8.2 o ther
9. Im paired as s ets
10. A s sets trans ferred no t derec o gnis ed
-
-
T o t a l ( c a rr yin g a m o u n t )
10 .4 4 6 .7 6 8
10 .2 6 6 .9 5 8
T o t a l ( f a ir v a lu e )
10 .4 19 .7 0 5
10 .2 7 1.6 8 2
Loans to customers reported within items 3 mortgages and 7 other transactions relate to amounts
granted to non banking Group member companies, which operate in the credit sector.
582
UBI Banca S.c.p.A.
7.2 Lending to customers: composition by debtors/issuers
3 1.12 .2 0 0 8
Type o f transactio n/Values
3 1.12 .2 0 0 7
118 .4 13
7 9 .10 1
a) Go vernm ents
-
-
-
118.413
73.954
c) Other issuers
5.147
-
-
108.377
63.911
10.036
10.043
- o ther
-
2 . F ina nc ing t o :
10 .3 2 7 .5 0 6
a) Go vernm ents
-
c) Other
10 .18 6 .9 4 4
35
10
11
10.327.496
10.186.898
41.790
55.985
10.185.475
10.106.064
18.281
18.316
- o ther
81.950
6.533
849
9 13
3 . Im pa ire d a s s e t s :
a) Go vernm ents
-
-
-
849
913
c) Other
-
849
913
-
-
-
-
- o ther
-
4 . A s s e t s t ra ns f e rre d no t de re c o gnis e d:
-
-
a) Go vernm ents
-
-
-
-
c) Other
-
-
-
-
-
-
-
-
- o ther
T o tal
10 .4 4 6 .7 6 8
10 .2 6 6 .9 5 8
Impaired positions included a residual amount receivable (net of write-downs) of 41 thousand
euro relating to Lehman Brothers International Europe.
583
UBI Banca S.c.p.A.
7.3 Loans to customers: assets subject to specific hedge
Type o f transactio n/A mo unts
3 1.12 .2 0 0 8
3 1.12 .2 0 0 7
1. 1. Lo ans subject to fair value specific hedge:
a) interest rate risk
223.588
223.398
c) currency risk
-
-
d) credit risk
-
-
e) multiple risks
-
-
2. 2. Lo ans subject to cash flo w specific hedge:
-
-
b) currency risk
-
-
c) o ther
T o tal
2 2 3 .5 8 8
2 2 3 .3 9 8
Loans to customers subject to specific fair value hedges on interest rate risk all consisted of
amounts granted to Group member companies. As summarised in section 5.1 of the part on the
income statement, the net result of the valuation of hedging contracts and the underlying loans
was a positive amount of 13 thousand euro, recognised within item 90 in the income statement –
Net profit (loss) from hedging.
7.4 Finance leases
The Bank has no existing loans for finance leases
584
UBI Banca S.c.p.A.
Section 8 – Hedging Derivatives – Item 80
8.1 Hedging derivatives: composition by type of contract and underlying assets
Typ e o f d erivat ive/ U nd erlying asset s
Currencies and
g o ld
Int erest rat es
Eq uit y inst rument s
Lo ans
Ot her
3 1. 12 . 2 0 0 8
A ) Li s t e d d e r i v a t i v e s
-
-
-
-
-
-
• W it h exchang e o f p rincip al
-
-
-
-
-
-
- Op t io ns p urchased
-
-
-
-
-
-
- Ot her d erivat ives
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
1) F i na nc i a l D e r i v a t i v e s :
• W it ho ut exchang e o f p rincip al
2 ) C red it D er ivat ives:
-
-
-
-
-
-
-
-
-
-
T o t al A
-
-
-
-
-
-
B ) U nl i s t e d d e r i v a t i v e s
72 .78 7
-
-
-
-
72 .78 7
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
72 .78 7
-
-
-
-
72 .78 7
1) F i na nc i a l D e r i v a t i v e s :
-
-
-
-
-
-
72 .78 7
-
-
-
-
72 .78 7
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
2 ) C red it D er ivat ives:
T o t al B
-
72 .78 7
-
-
-
-
T o t a l ( A +B ) ( 3 1. 12 . 2 0 0 8 )
72 .78 7
-
-
-
-
72 .78 7
T o t a l ( A +B ) ( 3 1. 12 . 2 0 0 7 )
4 8 .9 75
-
-
-
-
4 8 .9 75
585
72 .78 7
UBI Banca S.c.p.A.
8.2 Hedging Derivatives: composition by portfolios hedged and type of hedging
Fair Value
Transactions /Type of hedging
Cash flow
Specific
Interest rate risk
2. Loans
Currency risk
Credit risk
Price risk
-
-
-
84
-
-
X
4. Portfolio
X
X
X
X
X
5. Foreign investments
X
X
X
X
X
Total assets
2. Portfolio
1. Expected transactions
84
-
-
72.703
-
-
X
Total liabilities
X
72.703
X
-
X
1. Financial liabilities
-
Multiple risks
-
X
-
X
X
X
-
X
X
X
Macro-hedge
-
X
-
X
-
X
-
X
-
X
-
X
-
X
X
-
-
X
-
X
Specific
X
-
X
X
Macro-hedge
-
X
X
X
-
-
_
_
Section 9 – Fair value change in financial assets subject to macro-hedge – Item 90
The Bank has no contracts for macro-hedging of financial assets.
586
UBI Banca S.c.p.A.
Section 10 – Equity investments – Item 100
10.1 Equity investments in subsidiaries, companies subject to joint control and in
companies subject to significant influence: information on investments
N am e
H eadquarters
P erc entage o wned
A . C o m p a n ie s s u b je c t t o e xc lu s iv e c o n t ro l
B @ nc a 24-7 Spa
B ergam o
100,00%
B anc a C arim e Spa
C o s enza
85,83%
B anc a di Valle C am o nic a Spa
B reno (B s )
B anc a Lo m barda P referred C apital c o m pany Llc
D elaware (USA )
100,00%
B anc a Lo m barda P referred Sec urities trus t
D elaware (USA )
100,00%
B anc a P o po lare C o m m erc io Indus tria Spa
M ilan
83,36%
B anc a P o po lare di A nc o na Spa
J es i (A n)
99,29%
B anc a P o po lare di B ergam o Spa
B ergam o
100,00%
B anc a R egio nale Euro pea Spa
C uneo
B anc o di B res c ia San P ao lo C A B Spa
B res c ia
B anc o di San Gio rgio Spa
Geno a
B anque de D epo t et de Ges tio n Sa
Laus anne (Switzerland)
100,00%
B P B F unding Llc
D elaware (USA )
100,00%
B P B Im m o biliare Srl
B ergam o
100,00%
B P C I F unding Llc
D elaware (USA )
100,00%
C apitalges t Spa
B res c ia
100,00%
C entro banc a Spa
M ilan
F inanzattiv a Serv izi Srl
B ergam o
IW B ank Spa
M ilano
18,90%
24-7 F inanc e Srl
B res c ia
10,00%
Lo m barda Leas e F inanc e 2 Srl
B res c ia
10,00%
B res c ia
10,00%
B res c ia
10,00%
M erc ato Im pres a Spa
M ilan
98,56%
74,24%
63,13%
100,00%
34,82%
92,35%
100,00%
Sbim s o c ietà bres c iana im m o biliare Spa
B res c ia
100,00%
Silf s o c ietà italiana Leas ing e F inanziam enti Spa
C uneo
100,00%
So lim m So c ietà Lo m barda Im m o biliare Srl
B res c ia
100,00%
UB I A s s ic urazio ni Spa
M ilan
UB I B anc a Internatio nal Sa
Luxem bo urg
UB I B anc a P riv ate inv es tm ent Spa
B res c ia
85,00%
92,03%
100,00%
UB I C entro s ys tem Spa
M ilan
100,00%
UB I F iduc iaria Spa
B res c ia
100,00%
UB I F inanc e 2 s rl
B res c ia
UB I F ac to r Spa
M ilan
UB I F inanc e Srl
M ilan
UB I Ins uranc e B ro k er Srl
B ergam o
UB I Leas ing Spa
B res c ia
UB I Leas e F inanc e 5 Srl
M ilan
10,00%
UB I P ram eric a SGR Spa
B ergam o
34,08%
UB I Sis tem i e Serv izi Sc pa
B res c ia
68,00%
587
10,00%
100,00%
60,00%
100,00%
80,00%
UBI Banca S.c.p.A.
B . C o m p a n ie s s u b je c t t o jo in t c o n t ro l
B arberini Sa
B rus s els
33,33%
B y yo u Spa
M ilan
40,00%
C . C o m p a n ie s s u b je c t t o c o n s id e ra b le in f lu e n c e
A rca Sgr Spa
M ilan
23,12%
A v iv a Vita Spa
M ilan
50,00%
C apital M o ney Spa
M ilan
20,46%
Lo m barda C hina F und M angem ent C o m pany
Shenzen (C hina)
49,00%
P ris m a Srl
M ilan
20,00%
Lo m barda Vita Spa
B res c ia
49,90%
Sec ur B ro k er s rl
B ergam o
10,00%
Sf c o ns ulting Srl
B ergam o
35,00%
A v iv a A s s ic urazio ni Vita Spa
M ilan
49,99%
The percentages of the voting rights held by the individual company UBI Banca Scpa are the
same as the percentage interests held in each company.
As concerns Banca Regionale Europea Spa, the percentage of the voting rights given of 63,13%
relates to the ordinary shares held.
588
UBI Banca S.c.p.A.
10.2 Equity investments in subsidiaries, companies subject to joint control and in
companies subject to significant influence: accounting information
N ame
T o tal
assets
T o tal
r e v e nu e s
P ro f i t
( Lo s s )
C a rr yin g
a m o unt
E q u it y
A . C o m p a n i e s s u b je c t t o e xc lu s iv e c o nt ro l
B @nc a 24-7 Spa
B anc a C arim e Spa
B anc a di Valle C am o nica Spa
9.690.569
549.297
(18.748)
292.423
363.683
10.347.438
696.655
118.292
1.660.809
1.402.975
2.457.334
170.163
24.660
B anc a Lo m barda P referred C apital C o mpany Llc
166.530
12.700
(186)
(564)
1
B anc a Lo m barda P referred Securit ies T rus t
166.065
12.819
(133)
(386)
1
12.151.910
908.798
58.129
885.606
10.128.521
829.147
137.395
1.940.352
372.848
1.811.997
1.256.300
111.490
1.038.400
1.226.757
3.223.142
B anc a P o po lare C o m m erc io e Indus tria Spa
B anc a P o po lare di A nc o na Spa
B anc a P o po lare di B ergam o Spa
B anc a R egio nale Euro pea Spa
B anc o di B res cia San P ao lo C A B Spa
B anc o di San Gio rgio Spa
B anque de D epo t et de Ges tio n Sa
B P B F unding Llc
B P B Im m o biliare Srl
28.067.499
10.501.328
763.161
128.061
899.921
227.274
589.327
1.093.989
20.992.583
1.425.786
216.653
1.212.673
2.339.337
150.127
19.319
123.132
83.438
503.417
34.585
6.279
92.319
59.045
324.148
25.433
234.963
9.774
295
1.371
(863)
232.671
1.000
163.898
B P C I F unding Llc
121.382
10.365
(34)
(388)
1.000
C apitalges t Spa
35.598
17.837
9.838
24.476
299.833
9.197.188
518.503
61.681
561.086
558.902
7.045
2.484
121
6.543
C ent ro banca Spa
F inanzat tiv a Serv izi Srl
Iw B ank Spa
24-7 F inance Srl
2.878.582
156.591
11.076
62.621
6.413
14.258
462.213
4.916
18
28
Lo m barda Lease F inance 2 Srl
83.042
8.776
(787)
187
1
122.538
12.533
431
1
627.865
38.218
(724)
(474)
10.095
16.209
(1.267)
4.013
M erc ato Im presa Spa
91
1
1
5.088
Sbim So cietà bresc iana im m o biliare Spa
81.054
8.140
1.189
44.471
Silf So cietà Italiana Leas ing e F inanziam ent i Spa
21.324
42.920
1.578
3.762
3.137
118
27
2.744
3.015
1.485.888
74.637
(5.684)
93.125
117.666
839.157
94.080
1.857
80.457
83.983
34.550
33.642
(643)
13.434
13.434
128.891
21.167
98.420
159.563
So lim m So c iet à Lo m barda Im m o biliare Srl
UB I B anca Internat io nal Sa
UB I B anca P riv ate Inves tm ent Spa
UB I C entro s ys tem Spa
UB I F act o r Spa
UB I F iduciaria Spa
UB I F inanc e Srl
UB I F inanc e 2 Srl
UB I Ins uranc e B ro k er Srl
Ubi Leas ing Spa
UB I A s s icurazio ni Spa
UB I Leas e Finance 5 Srl
UB I P ram eric a SGR Spa
UB I Sis tem i e Serv izi Scpa
2.202.903
60.993
5.835
4.982
2.935
143
3.289
8.513
37
27
-
10
6
190
9.386
68
78
3.304
10.890
4.123
422.107
24.734
8.491
9.499.702
559.719
43.834
329.052
604.965
296.328
34.329
146.940
4.076.806
51.339
-
10
244.717
110.181
1
13.658
92.441
40.513
363.099
-
38.491
33.982
37.744
2.149
(648)
13.258
5.702
7.392
43.606
313
2.606
3.606
203.923
270.881
1
B . C o m p a n i e s s u b je c t t o jo in t c o nt ro l
B arberini Sa
B y Yo u Spa
C . C o m p a n i e s s u b je c t t o s ig ni f i c a n t in f l ue n c e
A rca Sgr Spa
157.948
212.330
10.353
106.083
9.422
3.400.300
229.800
(4.700)
78.800
37.772
C apital M o ney Spa
11.254
20.647
(1.511)
2.834
1.313
Lo m barda C hina F und M anagem ent Co m pany
15.841
459
(206)
13.286
4.772
147.267
A v iv a Vita Spa
Lo m barda Vita Spa
5.172.633
1.063.676
(12.712)
168.818
P rism a Srl
832
1.006
28
213
23
Secur B ro k er Srl
997
296
62
291
23
SF C o ns ulting Srl
A v iv a A s s icurazio ni Vita Spa
9.548
2.964.817
T o tal
10.321
283.282
44
9.201
410
63
91.960
59.000
11.9 0 9 .2 0 7
There is no column for fair value in the table because the companies subject to significant
influence consist entirely of companies that are not listed on active markets.
589
UBI Banca S.c.p.A.
10.3 Annual changes in equity investments
3 1.12 .2 0 0 8
A . O p e ning ba la n c e s
B . In c re a s e s
B .1 P urc hases
B .1.1 P urc has es
3 1.12 .2 0 0 7
11.6 0 6 .9 18
5 .5 11.7 8 8
7 2 9 .8 7 0
6 .2 4 5 .3 9 9
355.516
6.109.454
355.516
209.167
-
5.900.287
B .2 Write-bac k s
B .1.2 B us ines s c o m binatio n trans ac tio ns
-
-
B .3 R evaluatio ns
-
-
374.354
135.945
B .4 Other c hanges
( 4 2 7 .5 8 1)
C .1 Sales
C.1.1 s ales
-
(44.880)
-
-
-
(3.558)
-
C.1.2 B us ines s c o m binatio n trans ac tio ns
C .2 N et im pairm ent lo s s es
C .3 Other c hanges
( 15 0 .2 6 9 )
(44.880)
(379.143)
D . F in a l ba la n c e s
11.9 0 9 .2 0 7
E . T o t a l writ e u ps
F . T o t a l v a lue a d jus t m e n t s
(150.269)
11.6 0 6 .9 18
-
-
( 10 4 .2 5 6 )
( 10 0 .6 9 9 )
The main increases in value recorded in 2008 include that for Banca Regionale Europea
amounting to 136,9 million euro, which occurred following the exercise of an option, together
with the following increases in capital:
- SBS Leasing amounting to 58,8 million euro;
- Aviva Assicurazioni Vita amounting to 59 million euro;
- Lombarda Vita amounting to 24,9 million euro;
- UBI Leasing Spa amounting to 24,7 million euro;
- Aviva Vita amounting to 10 million euro.
the main sales transactions related to:
- UBI Pramerica SGR amounting to 27,9 million euro.
- UBI Sistemi e Servizi amounting to 12,5 million euro.
Other increases and decreases include
which occurred in 2008.
amounts recognised against merger transactions
The carrying amounts of equity investments were subjected to impairment testing for possible
reductions in value. These tests involved verifying that the carrying amount recognised for
each single investment was not greater than the higher of the amount resulting from
discounting future cash flows to present values, inclusive of the final disposal value of the
investment, attributable to each individual interest held and the relative fair value, after sales
costs, as determined in relation to the value of similar companies or, alternatively, on the
basis of parameters observed for comparable transactions. Details of the methods employed
for estimating future cash flows are given in the notes to the consolidated financial
statements, in asset section 13.3.
The impairment tests, performed with the methodological assistance of an external appraiser
of high standing, confirmed that the recoverable values of the investments were higher than
the respective carrying amounts, except for the interest held in UBI Centrosystem Spa for
which the carrying amount was written down by 3,6 million euro, due to losses in value
considered permanent.
590
UBI Banca S.c.p.A.
10.4 Commitments relating to equity investments in subsidiaries
Commitments relating to the possible exercise of options
Banca Regionale Europea: following the exercise on 3rd October 2008 by Cattolica
Assicurazioni of a put option on approximately 7,66% of the ordinary share capital
corresponding to approximately 7,0% of the voting share capital at a price of 173,1 million
euro, no further commitments exist with regard to that company.
Banca Popolare Commercio e Industria/Banca Carime – bank assurance agreement with
the Aviva Group: this agreement between UBI Banca and Aviva involves two call options
granted to UBI on equity investments in banks (BPCI and Carime) for which the trigger events
are connected with the performance of the joint-venture or the termination of the distribution
agreement or the exclusive distribution condition. If UBI fails to exercise the call options, Aviva
will have the right from 30th September 2016 to exercise a put option on the same equity
investments at a price equal to the fair value.
UBI Pramerica: on 18th January 2008 the renegotiation of the agreements with the Prudential
Financial Inc. (PFI) was positively concluded concerning the partnership in the assets under
management sector involving the UBI Pramerica SGR joint venture. The agreements reached
involved, amongst other things, the replacement of all the put options granted to PFI with a
system of intersecting call options that are triggered by determined events.
Recapitalisation commitments
Banco di San Giorgio: on 11th February 2009 the Board of directors of Banco di San Giorgio
decided two increases in the share capital by payment with the issue price of the new shares
set at 5,38 euro per share, including a share issue premium of 3,88 euro, in order to
strengthen the capital of that bank to support the acquisition of 13 branches sold by Intesa
Sanpaolo. Following the approval by the shareholders on 13th March 2009, the first increase in
the share capital totalling 68,4 million euro was fully paid up, consisting of 28,1 million euro
paid by UBI Banca and 42,3 million euro by BRE Banca.
The second increase in the share capital, totalling a maximum of 6,6 million euro, was offered
as a rights issue reserved to all the other registered shareholders of Banco di San Giorgio and
will be subscribed by 30th September 2009. Any shares not taken up will be subscribed by UBI
Banca and BRE Banca.
10.5 Commitments relating to equity investments in companies subject to joint control
Commitments connected with the possible payment of further tranches of the price
By You Spa: the agreements signed in 2006 involve some increases to the price, linked to the
achievement of predetermined volumes of mortgage loans to be granted by 30th September
2009. The total theoretical purchase price amounts to 33,5 million euro on the achievement of
determined objectives. As at 31st December 2008, 26,1 million euro had been paid, to which
an amount of 6,6 million euro was added, estimated on the basis of forecasts of volumes of
mortgages that it is expected will be granted by 30th September 2009.
As at 31st December 2008 the investment was recognised with a carrying amount of 3,6
million euro, after the identification of a finite life intangible asset amounting to 29,1 million
euro, in respect of the higher income generated by the subsidiary Banca 24-7 as a result of the
commercial agreement currently existing with By You (see the comments at the foot of Table
12.2 Intangible assets: annual changes).
591
UBI Banca S.c.p.A.
Aviva Vita: following a decision made by the Board of Directors of Aviva Vita on 19th January
2009, on 5th February 2009 an extraordinary shareholders’ meeting of Aviva Vita S.p.A. (50%
held by UBI Banca and by a partner of the Group in the banc assurance life insurance sector)
was held which approved an increase in the share capital of the company for a total of 40
million euro in order to strengthen the margin of solvency of the company.
The increase in the share capital will be performed in two tranches of 20 million euro each (the
first was paid at the time of the shareholders meeting and the second may be called by the end
of July 2010 by the Board of Directors of Aviva Vita). The pro-rata amount to be paid by UBI
Banca totals 20 million euro (10 million euro for each tranche).
10.6 Commitments relating to equity investments in companies subject to significant
influence
Commitments relating to the possible exercise of options
Lombarda Vita S.p.A.: put/call options on the investment in Lombarda Vita form part of the
banc assurance agreement with Cattolica Assicurazioni. The call option is exercisable by UBI
Banca at its discretion, following the approval of the 2010 Annual Report of Lombarda Vita.
The put options can be exercised if determined events occur (withdrawal from the
shareholders agreement and sale to third parties) by UBI Banca and/or Cattolica
Assicurazioni.
Lombarda China Fund Management Company: the partnership agreement signed between
UBI Banca and Goudu Securities Banca Ltd in the asset management sector, focused on the
Chinese market, involves a series of intersecting put/call options which can be exercised if
determined trigger events occur concerning the respective investment held in Lombarda China
Fund Management.
Lombarda Vita Spa: on 19th March 2009, the date on which the draft annual report of
Lombarda Vita Spa was approved, UBI Banca made a payment of 34,93 million euro to
increase the share capital. That recapitalisation for a total of 70 million euro has the dual
purpose of restoring the margin of solvency and replenishing losses which exceed one third of
the share capital. The statutory financial statements of Lombarda Vita report a loss of 104,5
million euro due primarily to write-downs relating to equity instruments and bonds used to
cover technical requirements. The financial statements of Lombarda Vita prepared according
to international accounting standards reported a loss of approximately 13 million euro.
Non current assets and disposal groups held for sale
Polis Fondi SGR Spa: on 8th October 2008 an agreement was signed between Sopaf Spa and
UBI Banca for the sale of 9,8% at a price of approximately 1,83 million euro (amounting to 36
euro per share). At the same time, in order to acquire full control over Polis Fondi SGR Spa,
Sopaf acquired the equal interests of 9,8% each held by Banco Popolare, EM.RO., Banca
Popolare di Sondrio and Banca Popolare di Vicenza and the 2% interest held by Unione
Fiduciaria. The effectiveness of the operation is subject to obtaining the necessary
authorisations from the competent authorities for the purchase of control of the company and
for amendments to the regulations of the Polis fund by the deadline of 30th June 2009.
592
UBI Banca S.c.p.A.
Section 11 – Property, plant and equipment - Item 110
11.1 Property, plant and equipment: composition of assets valued at cost
A ssets/am o unts
3 1.12 .2 0 0 8
3 1.12 .2 0 0 7
A . A s s e t s us e d in o pe ra t io ns
1.1 o wne d
2 19 .7 13
2 4 0 .4 8 7
a) land
89.199
89.251
b) buildings
94.593
97.556
c) furnishings
10.236
12.155
7.218
23.490
18.467
18.035
d) electro nic equipm ent
e) o ther
1.2 a c quire d t hro ugh f ina nc e le a s e s
2 8 .6 5 0
605
a) land
14.134
b) buildings
14.060
-
c) furnishings
-
-
d) electro nic equipm ent
-
-
e) o ther
456
T o tal A
-
605
2 4 8 .3 6 3
2 4 1.0 9 2
4 2 2 .17 1
4 3 1.3 0 5
B . A s s e t s he ld f o r inv e s t m e nt
2 .1 o wne d
a) land
b) buildings
2 .2 a c quire d t hro ugh f ina nc ia l le a s ing
181.832
181.755
240.339
249.550
6 .6 8 4
5 .8 0 8
a) land
2.708
b) buildings
3.976
2.062
3.746
T o tal B
4 2 8 .8 5 5
4 3 7 .113
T o t a l ( A +B )
6 7 7 .2 18
6 7 8 .2 0 5
11.2 Property, plant and equipment: composition of assets at fair value or revalued
The Bank has not exercised the option to designate property, plant and equipment at fair
value.
593
UBI Banca S.c.p.A.
11.3 Property, plant and equipment used in operations: annual changes
Land
A . G r o s s o p e ni ng b a l a nc e s
B uild ing s
10 0 . 0 3 0
16 6 . 110
Ot her
T o t al
7 8 . 19 1
2 55.8 8 3
8 0 .8 76
(6 8 .554 )
(6 6 .0 3 6 )
(2 3 2 .3 9 3 )
(6 2 .2 3 6 )
8 9 .2 51
9 7.556
12 . 15 5
2 3 .4 9 0
18 . 6 4 0
2 4 1. 0 9 2
14 . 13 9
15 . 3 9 3
8 14
1. 8 14
6 .9 9 3
3 9 . 15 3
A .1 To t al net red uct io ns in value
(10 .779 )
A . 2 N e t o p e ni ng b a l a nc e s
B . I nc r e a s e s
B .1 Purchases
Elect ro nic
eq uip ment
Furnishing s
6 8 1. 0 9 0
( 4 3 9 .9 9 8 )
14 .13 4
15.3 8 5
8 14
1.8 14
2 .554
3 4 .70 1
B .2 Cap it alised imp ro vement exp enses
-
-
-
-
-
-
B .3 W rit e-b acks
-
-
-
-
-
-
B .4 Po sit ive chang es in f air value reco g nised in:
-
-
-
-
-
-
-
-
-
-
-
-
a) shareho ld ers’ eq uit y
-
-
-
-
-
-
B .5 Po sit ive exchang e rat e d if f erences
b ) inco me st at ement
-
-
-
-
-
-
B .6 Transf ers f ro m p ro p ert ies held f o r
invest ment
-
-
-
-
-
-
B .7 Ot her chang es
C . D ecr eases
C.1 Sales
5
( 57)
8
-
( 4 .2 9 6 )
( 2 .73 3 )
( 18 . 0 8 6 )
4 .4 3 9
( 6 . 7 10 )
4 .4 52
( 3 1. 8 8 2 )
(57)
(70 )
-
(54 )
-
( 18 1)
-
(4 .2 2 6 )
(2 .53 8 )
(12 .6 16 )
(6 .6 8 1)
( 2 6 . 0 6 1)
C.2 Dep reciat io n
C.3 Net imp airment lo sses reco g nised in:
C.4 Neg at ive chang es in f air value reco g nised in:
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
C.5 Neg at ive exchang e rat e d if f erences
-
-
-
-
-
-
C.6 Transf ers t o :
-
-
-
-
-
-
a) t ang ib le asset s held f o r invest ment
-
-
-
-
-
-
-
-
-
-
-
-
-
(19 5)
(5.4 16 )
(2 9 )
( 5.6 4 0 )
b ) asset s held f o r sale
C.7 Ot her chang es
D . F i na l ne t b a l a nc e s
D.1 To t al net red uct io ns in value
D . 2 F i na l g r o s s b a l a nc e s
E. V aluat io n at co st
10 3 . 3 3 3
10 8 . 6 5 3
(10 .757)
114 . 0 9 0
10 . 2 3 6
(6 4 .3 59 )
17 3 . 0 12
-
-
594
7 . 2 18
18 . 9 2 3
(53 .9 3 3 )
(2 0 3 .52 4 )
6 4 . 16 9
2 10 . 7 4 2
-
2 4 8 .3 6 3
(12 4 .3 0 6 )
14 3 . 2 2 9
-
-
( 4 56 .8 79 )
70 5.2 4 2
-
-
UBI Banca S.c.p.A.
11.4 Property, plant and equipment held for investment: annual changes
3 1.12 .2 0 0 8
Land
A . O pe ning ba la nc e s
B uildings
18 3 .8 17
2 5 3 .2 9 6
723
4 .3 9 8
B . Inc re a s e s
B .1P urchases
723
4.398
B .2 Capitalised impro vement expenses
-
-
B .3 P o sitive changes in fair value
-
-
B .4 Write backs
-
-
B .5 P o sitive exchange rate differences
-
-
B .6 Transfers fro m pro perties used in o peratio ns
-
-
B .7 Other changes
-
-
-
( 13 .3 7 9 )
C.1Sales
-
-
C.2 Depreciatio n
-
(13.379)
C.3 Net negative changes in fair value
-
-
C.4 Net impairment lo sses
-
-
C.5 Negative exchange rate differences
-
-
C.6 Transfers to o ther asset po rtfo lio s
-
-
a) pro perties fo r o peratio nal use
-
-
b) no n current assets held fo r dispo sal
-
-
C.7 Other changes
D . F ina l ba la nc e s
E. Fair valuatio n
18 4 .5 4 0
192.332
2 4 4 .3 15
328.021
The fair value of properties was determined using an estimate based on generally accepted
valuation principles, by applying the following valuation criteria:
- the direct comparative or market method, based on a comparison between the asset in
question and other similar assets subject to sale or currently on sale on the same market or
competing markets;
- the income method, based on the present value of potential market incomes for a
property, obtained by capitalising the income at a market rate.
595
UBI Banca S.c.p.A.
The table below gives the relative useful life for each category of asset used as the basis for
calculating depreciation.
Description
Depreciation
Useful life
NO
YES
YES
YES
YES
YES
YES
YES
YES
YES
YES
YES
YES
YES
YES
YES
YES
YES
YES
YES
Not depreciated
On basis of appraisal
160 months
120 months
120 months
100 months
96 months
80 months
80 months
40 months
80 months
60 months
60 months
48 months
48 months
40 months
30 months
30 months
24 months
Based on duration of contract
Land relating to properties
Properties - Properties in leasing
Lifting and weighing equipment
Light constructions and scaffolding
Furnishings sundry fixtures
Ordinary office furnishings and equipment
ATM installations
Safes and strong rooms
Machinery and sundry equipment
Fire fighting equipment
Sundry machinery, furnishings and fixtures
Bullet proof counters or with bullet proof glass
Personal computers
Canteen equipment
Special internal communication equipment
Alarm systems
Electrical and electronic office machinery
Motor vehicles for transport
Motor vehicles
Leased motor vehicles
596
UBI Banca S.c.p.A.
11.5 Commitments for the purchase of property, plant and equipment
3 1.12 .2 0 0 8
3 1.12 .2 0 0 7
A s s ets / Values
A . A s s e t s u s e d in o p e r a t io n s
1.1 o wned
2.082
- land
- buildings
- furnis hings
232
-
-
2.072
198
10
34
- elec tro nic equipm ent
-
-
- o ther
-
-
-
-
- land
-
-
- buildings
-
-
- furnis hings
-
-
- elec tro nic equipm ent
-
-
- o ther
-
1.2 F inanc e leas e
T o tal A
2 .0 8 2
232
B . A s s e t s h e ld f o r in v e s t m e n t
2.1 o wned
-
501
- land
-
-
- buildings
-
501
-
-
-
-
2.2 In financ e leas es
- land
- buildings
-
T o tal B
T o t a l A +B
-
-
501
2 .0 8 2
733
The amounts for buildings relate in part to commitments for programmed refurbishment work
to be carried out and in part to the programmed purchase of a property for business use.
597
UBI Banca S.c.p.A.
Section 12 – Intangible assets - Item 120
12.1 Intangible assets: composition by type of asset
A s s ets /A m o unts
3 1.12 .2 0 0 8
F inite life
A .1 Go o dwill
Indefinite life
X
A .2 Other intangible ass ets
3 1.12 .2 0 0 7
2 7 .6 6 1
A .2.1 A s s ets v alued at c o s t:
Indefinite life
X
37
5 6 9 .6 9 4
18 .9 4 2
37
27.661
37
18.942
-
-
-
-
27.661
37
18.942
37
-
a) Internally generated intangible as s ets
b) o ther ass ets
F inite life
5 6 9 .0 5 8
A .2.2 A s s ets at fair v alue
37
-
-
-
a) Internally generated intangible as s ets
-
-
-
-
b) o ther ass ets
-
-
-
-
T o tal
2 7 .6 6 1
5 6 9 .0 9 5
18 .9 4 2
5 6 9 .7 3 1
12.2 Intangible assets: annual changes
Other intangible assets:
internally generated
Goo dwill
A Ope ning balance s
A.1Total net reductions in value
A .2 N et o pe ning bala nce s
B . Inc reas es
B.1P urchases
Finite life
56 9.69 4
-
Other intangible assets: other
Indefinite life
-
Finite life
-
Indefinite life
5 1.87 9
(32.937)
31.12 .2 00 8
37
-
6 21.6 10
(3 2.93 7)
56 9.69 4
-
-
18.94 2
37
588 .6 73
-
-
-
3 1.03 7
-
31.0 37
-
-
-
1.925
-
1.9 25
B.2 Increases in intangible internal assets
X
-
-
-
-
-
B.3 Write-backs
X
-
-
-
-
-
-
-
-
-
-
B.4 Po sitive changes in fair value
- in shareholders’ equity
X
-
-
-
-
-
- in income statement
X
-
-
-
-
-
B.5 Po sitive exchange rate differences
-
-
-
-
-
-
B.6 Other changes
-
-
-
29.112
-
29.112
C . D ecrea se s
(6 36 )
-
-
( 22.3 18 )
-
(2 2.95 4)
C.1Sales
-
-
-
(262)
-
( 26 2)
C.2 Net impairment losses
-
-
-
(22.056)
-
(2 2.05 6)
X
-
-
(21.809)
-
(2 1.80 9)
( 24 7)
- Amortisation
- Write do wns
-
-
-
(247)
-
- in shareho lders’ equity
X
-
-
-
-
-
-
-
-
(247)
-
( 24 7)
C.3 Negative changes in fair value
-
-
-
-
-
- in shareholders’ equity
X
-
-
-
-
-
X
-
-
-
-
-
-
-
-
-
-
-
C.4 Transfers to non current assets held fo r sale.
C.5 Negative exchange rate differences
C.6 Other changes
D . F inal net ba la nc es
D.1Total net impairment losses
E. F inal gro ss bala nce s
F. Valuation at co st
-
-
-
-
-
-
(636)
-
-
-
-
( 63 6)
56 9.05 8
56 9.05 8
569.058
-
598
-
2 7.66 1
2 7.66 1
27.662
37
37
37
596 .7 56
596 .7 56
596 .7 57
UBI Banca S.c.p.A.
Intangible assets include an amount of 29,1 million euro (stated within other increases), which
relates to the identification within the amount of the interest acquired in the company By You
of the intangible assets consisting of the value of the benefits accruing from relationships
established with customers. The useful life was defined as lasting ten years starting from 31st
December 2008 with a relative annual amortisation charge of 2,9 million euro.
The decrease in goodwill is the result of the elimination of goodwill in relation to the disposal
of part of the interest held in UBI Pramerica SGR, while the write-down of 247 thousand euro
is due to the loss in value of software no longer used following the centralisation of Group IT
activities in the consortium company UBI Sistemi e Servizi.
12.3 Other information
Goodwill amounting to 569,7 million euro was recognised following the merger of the former
Banche Popolari Unite Group and the former Banca Lombarda e Piemontese Group which
occurred in 2007 (effective 1st April 2007). That transaction was recognised in accordance with
accounting standard IFRS 3, in application of the purchase method, according to which the
acquirer (BPU) allocated the cost of the transaction at the fair value of the assets and liabilities
of the acquired company (BLP), recognising what remained after the allocation within the item
“goodwill”. More specifically that goodwill relates to the cash generating units of the former
BPU Group which benefited from the synergies created by the business combination as
follows:
thousands of euro
Company
Centrobanca Spa
Banca 24-7 Spa
UBI Pramerica
UBI Esaleasing
BPU Assicurazione Danni
Banca Popolare di Bergamo Spa
Banca Popolare Commercio Industria Spa
Banca Popolare di Ancona Spa
Total
18.602
55.032
8.759
18.501
59.929
191.104
128.635
88.496
569.058
In application of section 90 of IAS 36, the goodwill was tested for impairment by comparing its
carrying value with the relative recoverable value. The impairment test was performed with the
methodological assistance of an external appraiser of high standing. The value measurement
used to calculate the recoverable amount of the business units (or groups of units) to which
goodwill was allocated was that of their value in use or the fair value if the value in use was
lower than the carrying amount. The value in use was estimated on the basis of pure income
criteria using the same parameters and methods reported in the notes to the consolidated
financial statements in section 13 Intangible assets – Item 130, which may be consulted (23).
(23) More specifically the notes to the consolidated financial statements may be consulted for:
i.
the methods used to estimate the future cash flows of the CGUs mentioned to which
goodwill was allocated;
ii.
the discount rate used for the valuation calculated on the basis of a capital asset
pricing model;
iii.
the growth rate used in the terminal value,
iv.
a sensitivity analysis of the result of the impairment test with respect to the basic
assumptions affecting the value.
599
UBI Banca S.c.p.A.
The results of the impairment tests were positive because the recoverable amounts were
greater than the relative carrying amounts, which was also a consequence of the achievement
of the synergies forecast in the Business Plan in 2008.
The useful life used for calculating the amortisation of the other finite life intangible assets is
reported below for each type of asset.
3 1.12 .2 0 0 8
Us e f ul lif e
N e t v a lue
List o f intangible assets
- So ftware
36 mo nths
1.273
- Lo ng term co sts
80 mo nths
188
120 mo nths
26.201
- Other intangible assets
There were no contractual commitments to purchase intangible assets.
600
UBI Banca S.c.p.A.
Section 13 – Tax assets and tax liabilities – Asset item 130 and liability
item 80
13.1 Assets for deferred tax: composition
31.12.2008
Tax realignment of goodwill from merger
183.919
Write-down of AFS securities
22.469
Property, plant and equipment - greater IAS depreciation and amortisation
8.607
Net valuation of hedging derivative liabilities
8.029
Other liabilities – debt for employee health policy
5.366
Write down of loans to banks and customers and guarantees not deducted
4.499
Hedging derivatives - Net revaluation hedged subordinated liabilities
3.861
Provisions for liabilities and charges not deducted
4.577
Goodwill on depository bank operations from group member companies
2.102
Purchase price allocation - Bonds
1.822
Long term expenses not deducted
1.190
Property, plant and equipment - impairment losses on properties
962
Mathematical reserve Separate Pension Fund Management former Acc. 21/3/89
893
Net valuation of hedging derivative assets
729
Loan write downs to be deducted on a straight line basis
548
Extraordinary expenses not deducted
388
Entertainment expenses
272
Valuation of derivative liabilities to hedge AFS bonds
87
Net valuation of hedged securities issued
73
Total
250.393
601
UBI Banca S.c.p.A.
13.2 Liabilities for deferred taxes: composition
31.12.2008
Purchase price allocation - equity investments
59.842
Provisions for non performing loans - write downs deducted off-balance sheet
19.849
Property, plant and equipment - excess depreciation deducted off-balance sheet
15.463
Revaluation of AFS securities
5.012
Net revaluation for hedged subordinated liabilities
5.182
Purchase price allocation - Properties
4.093
Purchase price allocation - merger expenses
2.479
Net revaluation due to banks hedged
2.218
Net revaluation loans to banks hedged
1.882
Intangibles. - leased properties recognised at fair value
1.813
Property, plant and equipment - property and land revaluation on FTA
790
Purchase price allocation - Bonds
722
Other liabilities – debt for employee health policy
368
Staff severance provision valuation
307
Net revaluation AFS bonds hedged
272
Other liabilities - discounting of income support fund debt to present values
147
Capital gains subject to straight line treatment
118
Valuation of equity investments under PEX regime
52
Financial assets held for trading - Revaluation of equity investments under PEX regime
10
Other miscellaneous
3
Total
120.622
602
UBI Banca S.c.p.A.
13.3 Changes in deferred tax assets (balancing entry in income statement)
3 1.12 .2 0 0 8
3 1.12 .2 0 0 7
In it ia l a m o u n t
3 8 .7 6 7
2 7 .0 2 3
In c r e a s e s
3 6 1.6 19
15 5 .2 2 6
2.1 D eferred tax as s ets aris ing during the year
194.050
18.228
1.513
1.265
b) due to c hanges in ac c o unting po lic ies
-
-
c) write bac k s
-
-
192.537
16.963
a) relating to previo us years
d) o ther
2.2 N ew taxes o r inc reas es in tax rates
2.3 Other inc reas es
2.4 B usines s c o m binatio n transac tio ns
1
-
167.547
121.090
21
D e c re a s e s
( 18 1.7 5 9 )
3.1 D eferred taxes dereco gnis ed during the year
15.908
( 14 3 .4 8 2 )
(14.212)
(18.117)
(14.212)
(18.117)
b) write-do wns o f no n-reco v erable item s
-
-
c) due to c hanges in ac c o unting po lic ies
-
-
-
(4.275)
a) rev ers als o f tem po rary differenc es
3.2 R educ tio n in tax rates
3.3 Other dec reas es
(167.547)
F in a l a m o u n t
2 18 .6 2 7
(121.090)
3 8 .7 6 7
Deferred tax assets are recorded in the accounts on the basis of the probability of there being
sufficient future taxable income and also taking into account the consolidated tax regime
adopted in accordance with articles 117 et seq of Presidential Decree No. 917/86. The
recognition was made on the basis of the tax legislation in force.
No deferred tax assets were recognised for write downs of equity investments which satisfied
the requirements for participation exemption.
The rates used for calculating deferred tax assets for IRES (corporation tax) and IRAP (local
production tax) purposes are 27,50% and 4,82%, pursuant to Law No. 244/2007 (the 2008
Finance Act).
The initial balance is the amount for deferred tax assets created up until 2007 with the
balancing entry in the income statement.
Deferred tax assets recognised during the year amounted to 194.049 thousand euro and
consisted of: 183.919 thousand euro from amortisation of goodwill deductible over the next
nine years; 1.936 thousand euro from non deductible allocations to provisions; 1.512
thousand euro from expenses deductible in the subsequent year; 1.207 thousand euro from
the write-down of loans to banks and customers and of guarantees issued; 3.663 thousand
euro from non deductible depreciation and amortisation; 42 thousand euro from the increase
in the debt relating to health insurance; 117 thousand euro from costs relating to the increase
in the mathematical reserve of the pension fund and 140 thousand euro from other costs.
There were also adjustments to deferred tax assets not recognised in prior years amounting to
1.513 thousand euro consisting of 1.422 thousand euro for end-of-period recognition of higher
provisions on tangible assets for 2007 and of 91 thousand euro for adjustments to other
smaller items.
The other increases amounted to 167.547 thousand euro and consisted of prepaid IRES
(corporation tax), relating to tax losses transferred under the tax consolidation (see article 117
et seq of Presidential Decree No. 917/86), which the Bank opted for as the consolidating
company together with other Group member companies.
The sum from merger transactions, amounting to 21 thousand euro, consists of the balance
brought forward for the deferred tax assets existing as at 31st December 2007 in the accounts
of the merged company Mercati Finanziari Sim Spa.
Deferred tax assets derecognised during the year amounted to 14.212 thousand euro and
603
UBI Banca S.c.p.A.
consisted of: 2.470 thousand euro from the amount for the year relating to long term
expenses; 458 thousand euro from revaluations of loans to banks and guarantees issued; 552
thousand euro from adjustments to residual securities; 8.650 thousand euro from the use of
provisions taxed in prior years; 130 thousand euro from recoveries resulting from pension
fund payments; 45 thousand euro from the revaluation on a straight line basis of write-downs
on loans; 148 thousand euro from entertainment expenses; 78 thousand euro from the
correction of the prior misalignment existing on the staff severance provision; 115 thousand
euro from the currency effect on interests in the participation exemption regime; 1.327
thousand euro from the valuation of hedging derivatives and the relative items hedged; 239
thousand euro from other assets maturing during 2008.
The other decreases amounting to 167.547 thousand euro recognised against current tax
liabilities are for the derecognition of deferred tax assets of the same amount entered under
other increases as a result of the transfer of the tax loss to the fiscal consolidation as already
reported.
13.4 Changes in deferred taxes (balancing entry in income statement)
3 1.12 .2 0 0 8
1. O pe ning ba la nc e
2 . Inc re a s e s
2.1Deferred tax liabilities arising during the year
3 1.12 .2 0 0 7
6 9 .4 7 6
2 2 .5 0 0
15 .4 12
6 9 .8 4 1
15.411
33.890
-
789
b) due to changes in acco unting principles
-
-
15.411
33.101
2.2 New taxes o r increases in tax rates
1
-
2.3 Other increases
-
-
2.4 B usiness co m binatio n transactio ns
-
35.951
c) o ther
3 . D e c re a s e s
( 3 5 .6 7 2 )
3.1Deferred taxes dereco gnised during the year
a) reversals o f tem po rary differences
(14.873)
(30.073)
(14.873)
-
-
c) o ther
( 2 2 .8 6 5 )
(35.672)
(5.599)
-
-
(7.745)
3.2 Reductio n in tax rates
3.3 Other decreases
-
4 . F ina l ba la nc e
4 9 .2 16
(247)
6 9 .4 7 6
Deferred taxes were recognised on the basis of temporary differences between the financial
accounting value of an asset or liability and its value for tax purposes. The recognition was
made on the basis of the tax legislation in force.
As concerns revaluations of equity investments which satisfied the requirements for equity
exemption, deferred taxes were recognised on the 5% taxable portion.
No deferred taxes were recorded on reserves on which taxation is suspended, because no
events occurred to remove the tax exemption regime.
The rates used for calculating deferred taxes for IRES (corporation tax) and IRAP (local
production tax) purposes are 27,50% and 4,82% pursuant to Law No. 244/2007 (the 2008
Finance Act).
The initial balance is the amount for “liabilities for deferred taxes” recognised in the
cumulative provision until 2007 with the balancing entry in the income statement.
Deferred taxes recognised during the year amounted to 15.411 thousand euro. They included
13.845 thousand euro attributable to depreciation on tangible assets, 1.240 thousand euro
attributable to charging merger expenses as part of the purchase price allocation in the
previous year, 272 thousand euro attributable to the valuation of hedging derivatives and the
relative items hedged and 54 thousand euro attributable to other smaller items.
604
UBI Banca S.c.p.A.
Deferred taxes derecognised during the year amounted to 35.671 thousand euro and consisted
of: 20.382 thousand euro from impairment of AFS equity investments revalued in prior years;
130 thousand euro from instalments on capital gains realised in prior years; 2.556 thousand
euro from adjustments to amounts remaining on securities; 1.253 thousand euro from the
currency effect on interests in the participation exemption regime; 23 thousand euro from the
use of the bad debt provision deducted off-balance sheet in prior years; 5.383 thousand euro
from the valuation of hedging derivatives and the relative items hedged; 92 thousand euro
from the return to taxation on a straight line basis for IRAP (local production tax) purposes of
off-balance sheet deductions on tangible assets; 42 thousand euro from the taxable portion of
the revaluation of interests in participation exemption regime; 211 thousand euro from the
decrease in the debt for the “income support fund”.
Deferred taxes relating to prior years were also derecognised amouning to 5.599 thousand
euro attributable almost entirely to off-balance sheet deductions on property, plant and
equipment and the staff severance provision.
13.5 Changes in deferred tax assets (balancing entry in shareholders’ equity)
3 1.12 .2 0 0 8
3 1.12 .2 0 0 7
1. O pe ning ba la nc e
18 .3 8 6
2 5 .3 16
2 . Inc re a s e s
2 2 .4 5 1
10 .6 8 1
2.1Deferred tax assets arising during the year
22.422
3.981
2
47
-
-
22.420
3.934
2
-
2.3 Other increases
-
-
27
6.700
c) o ther
2.4 B usiness co mbinatio n transactio ns
( 9 .0 7 1)
3.1Deferred taxes dereco gnised during the year
a) reversals o f tempo rary differences
(14.855)
(7.725)
(14.855)
-
-
c) o ther
( 17 .6 11)
(9.071)
(1.346)
-
-
(2.756)
3.3 Other decreases
-
3 1.7 6 6
18 .3 8 6
The initial balance is the amount for deferred tax assets created up until 2007 with the
balancing entry in shareholders’ equity. The recognition was made on the basis of the tax
legislation in force.
Deferred tax assets recognised during the year amounting to 22.423 thousand euro were
attributable entirely to the write down of AFS securities. Two thousand euro were also
recognised as a result of the rate for IRAP on taxes recognised against the AFS reserve.
The amount from business combination transactions amounting to 27 thousand euro
represents the carry forward of the balance on deferred tax assets existing as at 31st December
2007 in the accounts of the merged company Mercati Finanziari Sim Spa.
Deferred tax assets derecognised during the year amounted to 9.071 thousand euro and
included 1.478 thousand euro against shareholders’ equity (1.347 thousand from the
valuation of AFS securities and 131 thousand euro from the amortisation charge for goodwill)
and 7.593 thousand euro against the income statement. This latter amount consisted of 4.418
thousand euro from depreciation for the year on capitalised costs no longer capitalisable
under IAS, 1.574 thousand euro for the valuation of bonds to which the purchase price was
allocated in the previous year, 1.400 thousand euro from the correction of the prior
605
UBI Banca S.c.p.A.
misalignment existing on the staff severance provision and 201 thousand euro of other
residual changes.
13.6 Changes in deferred taxes (with balancing entry in shareholders’ equity)
3 1.12 .2 0 0 8
1. O pe n ing ba la nc e
2 . Inc re a s e s
2.1D eferred tax liabilities arising during the year
3 1.12 .2 0 0 7
7 8 .5 5 9
5 .7 2 2
3 .5 7 4
2 4 2 .8 2 4
3.572
3.910
-
415
b) due to changes in acco unting po licies
-
-
3.572
3.495
2
-
2.3 Other increases
-
-
2.4 B usiness co m binatio n transactio ns
-
238.914
c) o ther
( 10 .7 2 7 )
3.1D eferred taxes dereco gnised during the year
a) reversals o f tem po rary differences
(4.157)
(9.469)
(4.157)
-
-
b) due to changes in acco unting po licies
c) o ther
( 16 9 .9 8 7 )
(10.727)
(1.258)
-
-
(165.830)
3.3 Other decreases
-
7 1.4 0 6
7 8 .5 5 9
The initial balance is the amount for deferred tax liabilities in the cumulative provision until
2007 with the balancing entry in shareholders’ equity. The recognition was made on the basis
of the tax legislation in force.
Deferred taxes recognised during the year amounting to 3.572 thousand euro consisted of
3.409 thousand euro from write-ups of AFS securities and 163 thousand euro for the
valuation of the debt for the health policy. Two thousand euro were also recognised as a result
of the rate for IRAP on taxes recognised against the AFS reserve.
Deferred tax derecognised during the year amounted to 10.727 thousand euro and included
1.249 thousand euro with the balancing entry in shareholders’ equity following the revaluation
of AFS securities and 9.478 thousand euro with the balancing entry in the income statement.
This latter amount consisted of 4.418 thousand euro from the valuation of bonds (407
thousand euro), from amounts for the depreciation of property, plant and equipment (37
thousand euro) and from equity investments (562 thousand euro) to which the purchase price
had been allocated in the previous year, 8.325 thousand euro from the impairment of AFS
equity investments revalued in prior years and 147 thousand euro for the correction of the
prior misalignment existing on the staff severance provision.
606
UBI Banca S.c.p.A.
Section 14 – Non current assets and liabilities and groups of assets and the associated
liabilities held for disposal – Asset item 140 and liability item 90
14.1 Non current assets and disposal groups held for sale: composition by type of asset
3 1.12 .2 0 0 8
3 1.12 .2 0 0 7
A . S in gle a s s e t s
A .1 Equity investm ents
506
30.675
13.425
13.191
A .3 Intangible assets
-
-
A .4 Other no n current assets
-
A .2 P ro perty, plant and equipm ent
T o tal A
13 .9 3 1
4 3 .8 6 6
B . G ro u ps o f a s s e t s ( dis c o nt inu e d o p e ra t ing u nit s )
B .1 Financial assets held fo r trading
-
-
B .2 Financial assets at fair value
-
-
B .3 A vailable-fo r-sale financial assets
-
-
B .4 H eld-to -m aturity financial assets
-
-
B .5 Lo ans to banks
-
-
B .6 Lo ans to custo mers
-
-
B .7 Equity investm ents
-
-
B .8 P ro perty, plant and equipm ent
-
-
B .9 Intangible assets
-
-
B .10 Other assets
T o tal B
-
-
C . Lia b ilit ie s a s s o c ia t e d wit h no n c urre n t a s s e t s he ld
f o r dis p o s a l.
C .1 B o rro wings
-
-
C .2 Securities
-
-
C .3 Other liabilities
T o tal C
-
-
D . Lia b ilit ie s a s s o c ia t e d wit h dis p o s a l g ro up s he ld f o r
dis p o s a l
D .1 D ue to banks
-
-
D .2 D ue to custo mers
-
-
D .3 Securities issued
-
-
D .4 Financial liabilities held fo r trading
-
-
D .5 Financial liabilities at fair value
-
-
D .6 P ro visio ns
-
-
D .7 Other liabilities
T o tal D
-
-
Non current assets held for disposal consisting of equity investments (amounting to 506
thousand euro) relate to the company Polis Fondi Sgr.
607
UBI Banca S.c.p.A.
Section 15 – Other assets – Item 150
15.1 Other assets: composition
D es criptio n/Values
3 1.12 .2 0 0 8
Subs idiary undertak ings Gro up VA T
3 1.12 .2 0 0 7
-
B alanc e o f illiquid po rtfo lio item s
12.604
3.363
-
Other as s ets - tax c o ns o lidatio n
376.297
597.787
Item s in transit
179.524
167.461
D ebto r item s in trans it no t yet po s ted to des tinatio n ac c o unts
228.012
474.070
27.851
88.774
B ills , s ec urities , c o upo ns and fees to be debited to c us to m ers and c o rres po ndents
C heques drawn o n the bank
T ax credits o n withho lding tax
Im pro v em ents to leas ed as s ets
A c c rued inc o m e and prepaid expens es no t attributed to s pec ific item s
Sundry debto r item s
1.223
643
717
9.004
432
661
8.505
12.513
30.178
T o tal
8 5 6 .10 2
608
41.091
1.4 0 4 .6 0 8
UBI Banca S.c.p.A.
Liabilities
Section 1 – Due to banks – Item 10
1.1 Amounts due to banks: composition by type
31.12 .2 0 08
31.12 .2 0 07
Type o f transactio n/Amounts
1. D ue t o ce nt ral ba nk s
2. D ue t o ba nk s
4 00 .05 9
56 1.67 5
2 8.3 32 .45 6
19.9 43 .90 2
2.11. Current acco unts and depo sits
2.2 Term deposits
2.3 Financing
2.3.1finance leases
2.3.2 o ther
2.4 Amo unts due fo r co mmitments to repurchase own equity instruments
2.5 Liabilities associated with assets transferred no t derecognised
2.5.1repurchase agreements
2.5.2 Other
2.6 Other payables
4.096.110
3.154.793
15.123.262
9.318.035
1.254.205
1.721.929
-
-
1.254.205
1.721.929
-
-
7.842.335
5.527.134
7.842.335
5.527.134
-
-
16.544
T o t al
F a ir v alue
222.011
28 .73 2.5 15
2 0.5 05 .57 7
28 .73 2.5 15
2 0.4 97 .69 0
1.2 Details of the item 10 “Due to banks”: subordinated liabilities
Descrizio ne/Valo re
3 1.12 .2 0 0 8
3 1.12 .2 0 0 7
A . D ue t o ba nk s
A 1Subo rdinated
1.293.496
1.260.634
Subordinated borrowings from banks relate entirely to term deposits made by Group member
companies. A list of the individual positions is given in section 2 - Part F of this report which
provides information on the composition of the supervisory capital.
1.3 Details of the item 10 “Due to banks”: structured debts
The Bank has issued no structured debt to other banks
609
UBI Banca S.c.p.A.
1.4 Due to banks: liabilities subject to specific hedge
3 1.12 .2 0 0 8
1. Liabilities subject to fair value specific hedge:
3 1.12 .2 0 0 7
889.187
856.491
889.187
856.491
b) currency risk
-
-
c) m ultiple risks
-
-
-
-
-
-
b) currency risk
-
-
c) o ther
-
-
2. Liabilities subject to cash flo w specific hedge:
Amounts due to banks subject to specific fair value hedges on interest rate risk relate to
positions with Group member companies. As summarised in section 5.1 of the part on the
income statement, the net result of the valuation of hedging contracts and the underlying
liability positions was a negative amount of 4,2 million euro, recognised within item 90 in the
income statement – Net profit (loss) from hedging.
610
UBI Banca S.c.p.A.
Section 2 – Due to customers – Item 20
2.1 Amounts due to customers: composition by type
T ype o f t rans ac t io n/ A m o unt s
3 1. 12 . 2 0 0 8
1. C urrent ac c o unt s and depo s it s
2. T erm depo s it s
3 1. 12 . 2 0 0 7
1.864.624
1.514.744
448.212
444.550
3. F unds adm inis t ered o n behalf o f public bo dies
4. F inanc ing
4.1 F inanc e leas es
4.2 O t her
-
-
1.518.970
240.612
31.870
3.489
1.487.100
237.123
-
-
1.939.182
330.749
1.939.182
330.749
5. A m o unt s due f o r c o m m it m ent s t o repurc has e o wn equit y
ins t rum ent s
6. Liabilit ies relat ing t o as s et s t rans f erred no t derec o gnis ed
6.1 repurc has e agreem ent s
6.2 o t her
7. O t her am o unt s due
-
-
42.907
341.811
T o tal
5 . 8 13 . 8 9 5
2 .8 7 2 .4 6 6
F a ir V a lu e
5 . 8 13 . 8 9 5
2 .8 7 2 .4 6 6
2.2 Details of item 20 “Due to customers”: subordinated liabilities
D escriptio n/Value
3 1.12 .2 0 0 8
3 1.12 .2 0 0 7
A . D ue t o c u s t o m e rs
Subo rdinated liabilities
448.212
444.550
A list of the individual positions is given in section 2 - Part F of this report which provides
information on the composition of the supervisory capital.
2.3 Details of item 20 “Due to customers”: structured debts
The Bank has issued no structured debt to customers
611
UBI Banca S.c.p.A.
2.4 Due to customers: liabilities subject to specific hedge
3 1.12 .2 0 0 8
1. Liabilities subject to fair value specific hedge:
3 1.12 .2 0 0 7
123.436
118.444
123.436
118.444
b) currency risk
-
-
c) m ultiple risks
-
-
-
-
-
-
b) currency risk
-
-
c) o ther
-
-
2. Liabilities subject to cash flo w specific hedge:
Amounts due to customers subject to specific fair value hedges on interest rate risk relate to
positions with Group member companies. As summarised in section 5.1 of the part on the
income statement, the net result of the valuation of hedging contracts and the underlying
liability positions was a positive amount of 72 thousand euro, recognised within item 90 in the
income statement – Net profit (loss) from hedging.
2.5 Liabilities for finance leases
A m o un t
R e s idua l de bt t o le a s in g c o m pa nie s
- within 1 year
1.580
- between 1 and 5 years
5.306
- m o re than 5 years
24.984
612
UBI Banca S.c.p.A.
Section 3 – Securities issued – Item 30
3.1 Securities issued: composition by type
3 1.12 .2 0 0 8
Type o f security/A mo unts
Carrying amo unt
A . Lis t e d s e c urit ie s
Fair value
3 .7 2 6 .15 7
1. B o nds
3 1.12 .2 0 0 7
Carrying amo unt
3 .6 8 2 .9 0 6
Fair value
5 .3 0 3 .6 5 3
5 .2 2 8 .5 4 0
3.726.157
3.682.906
5.303.653
616.179
639.354
549.980
546.038
3.109.978
3.043.552
4.753.673
4.682.502
2. Other securities
-
-
-
-
- structured
-
-
-
-
- o ther
-
-
-
- structured
- o ther
B . Unlis t e d s e c urit ie s
10 .4 0 2 .0 2 7
1. B o nds
10 .2 0 9 .2 3 0
9 .3 5 3 .6 0 0
5.228.540
9 .2 6 4 .19 5
10.402.027
10.209.230
9.353.600
- structured
1.934.612
1.923.706
388.625
381.243
- o ther
8.467.415
8.285.524
8.964.975
8.882.952
2. Other securities
-
-
-
-
- structured
-
-
-
-
- o ther
-
-
-
T o t a le
14 .12 8 .18 4
13 .8 9 2 .13 6
14 .6 5 7 .2 5 3
9.264.195
14 .4 9 2 .7 3 5
3.2 Details of the item 30 “securities issued”: subordinated securities
D escriptio n/Value
3 1.12 .2 0 0 8
3 1.12 .2 0 0 7
A . S e c urit ie s is s u e d
A 1Securities issued - subo rdinated
3.033.293
2.858.328
A 2. Securities issued - C o nvertible
-
-
A list of the individual positions is given in section 2 - Part F of this report which provides
information on the composition of the supervisory capital.
3.3 Securities issued: securities subject to specific hedge
3 1.12 .2 0 0 8
1. Securities subject to fair value specific hedge:
3 1.12 .2 0 0 7
1.508.804
1.537.431
1.508.804
1.537.431
b) currency risk
-
-
c) m ultiple risks
-
-
-
-
-
-
b) currency risk
-
-
c) o ther
-
-
2. Securities subject to cash flo w specific hedge:
Specific fair value hedges of securities issued on interest rate risk generated a net negative
result for the valuation of the hedging contracts and the underlying securities, as summarised
613
UBI Banca S.c.p.A.
in section 5.1 of the part on the income statement. It amounted to 5,3 million euro and was
recognised within item 90 in the income statement – Net profit (loss) from hedging.
614
UBI Banca S.c.p.A.
Section 4 – Financial liabilities held for trading – Item 40
4.1 Financial liabilities held for trading: composition by type
3 1.12 .2 0 0 8
Type of transact ion/ Amounts
NV
3 1.12 .2 0 0 7
FV
FV*
L
NV
FV
UL
L
UL
A . Liab il it i es
1. Due t o banks
-
-
-
-
-
-
-
5.000
5.108
-
5.108
240.150
242.728
-
3. Debt securities
-
-
-
-
-
-
3.1 bonds
-
-
-
-
-
-
3.1.1 St ruct ured
-
-
-
X
-
-
-
3.1.2 Other bonds
-
-
-
X
-
-
-
3.2 Ot her securit ies
-
-
-
-
-
-
3.2.1 Struct ured
-
-
-
X
-
-
-
3.2.2 Other
-
-
-
X
-
-
2. Due t o cust omers
T o t al A
5.0 0 0
5. 10 8
-
5.10 8
2 4 0 . 150
2 4 2 . 72 8
-
B . D er i vat ive inst r ument s
1. Financial derivat ives
X
4.295
1.211.010
1.1 For trading
X
4.295
1.206.074
X
X
428
599.138
X
428
577.168
1.2 Connections with the fair value option
X
-
-
X
X
-
-
1.3 Other
X
-
4.936
X
X
-
21.970
2. Credit Derivatives
X
-
1.774
X
-
47
2.1 For t rading
X
-
1.774
X
X
-
-
2.2 Connect ions with t he fair value option
X
-
-
X
X
-
47
2.3 ot her
T o t al B
T o t al ( A +B )
X
-
X
4 .2 9 5
1.2 12 . 78 4
-
5.0 0 0
9 .4 0 3
1.2 12 . 78 4
X
X
X
X
5.10 8
2 4 0 . 150
-
-
428
59 9 .18 5
2 4 3 . 156
59 9 .18 5
4.2 Details of item 40 “Financial liabilities held for trading”: subordinated liabilities
The Bank has issued no subordinated financial liabilities held for trading.
4.3 Details of item 40 “Financial liabilities held for trading”: structured debt
The Bank has issued no structured financial liabilities held for trading.
615
UBI Banca S.c.p.A.
4.4 Financial liabilities held for trading: derivative instruments
Typ e o f d erivat ive/ U nd erlying
asset s
C urrencies and
g o ld
Int erest rat es
Eq uit y
inst rument s
Lo ans
Ot her
3 1. 12 . 2 0 0 8
3 1. 12 . 2 0 0 7
A ) Li s t e d d e r i v a t i v e s
1) F i na nc i a l d e r i v a t i v e s
97
-
4 .19 8
-
-
4 .2 9 5
428
5
-
4 .19 8
-
-
4 .2 0 3
8
- o p t io ns issued
-
-
-
-
-
-
-
- o t her d erivat ives
5
-
4 .19 8
-
-
4 .2 0 3
8
92
-
-
-
-
92
420
92
-
-
-
-
92
-
-
-
-
-
-
-
420
2 ) C r ed it d er i vat ives
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
T o t al A )
97
-
4 . 19 8
-
-
4 .2 9 5
428
1) F i na nc i a l d e r i v a t i v e s
1.110 .2 0 9
9 1.72 4
76
-
9 .0 0 1
1.2 11.0 10
59 9 .13 8
-
9 1.72 4
76
-
17
9 1.8 17
8 8 .13 4
-
3 .19 2
76
-
17
3 .2 8 5
4 8 .52 1
-
8 8 .53 2
-
-
-
8 8 .53 2
3 9 .6 13
1.110 .2 0 9
-
-
-
8 .9 8 4
1.119 .19 3
511.0 0 4
4 4 .6 9 1
-
-
-
7.2 9 3
51.9 8 4
12 6 .173
1.0 6 5.518
-
-
-
1.6 9 1
1.0 6 7.2 0 9
3 8 4 .8 3 1
2 ) C r ed it d er i vat ives
1.774
-
-
-
-
1.774
47
1.774
-
-
-
-
1.774
47
-
-
-
-
-
-
-
T o t al B )
T o t a l ( A +B )
1. 111. 9 8 3
9 1. 7 2 4
76
-
9 .0 0 1
1. 2 12 . 7 8 4
5 9 9 . 18 5
1. 112 . 0 8 0
9 1. 7 2 4
4 .2 74
-
9 .0 0 1
1. 2 17 . 0 7 9
5 9 9 . 6 13
4.5 Financial liabilities held for trading (excluding “uncovered short positions”):
annual changes
The financial liabilities held for trading by the Bank consist solely of uncovered short positions
and consequently no movements in these liabilities have been presented.
616
UBI Banca S.c.p.A.
Section 6 – Hedging derivatives – Item 60
6.1 Hedging derivatives: composition by type of contract and underlying assets
Typ e o f d erivat ive/ Und erlying asset s
Currencies and
g o ld
Int erest rat es
Eq uit y
inst rument s
Lo ans
Ot her
3 1. 12 . 2 0 0 8
A ) Li st e d d e r i v a t i v e s
1) F i na nc i al d e r i v a t i v e s
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
- op t io ns issued
- ot her d erivat ives
-
-
-
-
-
-
-
-
-
-
-
-
-
- op t io ns issued
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
• W it ho ut exchang e o f princip al
2 ) C r ed i t d e r i v a t i v e s
-
-
-
-
-
-
-
-
-
-
-
-
T o t al A )
-
-
-
-
-
-
1) F i na nc i al d e r i v a t i v e s
74 .8 2 0
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
- op t io ns issued
74 .8 2 0
-
-
-
-
-
-
74 .8 2 0
-
-
-
-
74 .8 2 0
- op t io ns issued
-
-
-
-
-
-
74 .8 2 0
-
-
-
-
74 .8 2 0
2 ) C r ed i t d e r i v a t i v e s
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
T o t al B )
74 .8 2 0
-
-
-
-
74 .8 2 0
T o t a l ( A +B ) ( 3 1. 12 . 2 0 0 8 )
74 .8 2 0
-
-
-
-
74 .8 2 0
T o t a l ( A +B ) ( 3 1. 12 . 2 0 0 7 )
54 .0 0 1
-
-
-
-
54 .0 0 1
617
UBI Banca S.c.p.A.
6.2 Hedging Derivatives: composition by portfolios hedged and type of hedging
Fair Value
Cash flow
Specific
Transactions /Type of hedging
Interest rate risk
2. Loans
Currency risk
Credit risk
Price risk
51.194
-
-
6.631
-
-
-
-
M ultiple risks
-
-
-
-
-
-
-
-
-
-
-
-
-
4. Portfolio
-
-
-
-
-
5. Foreign investments
X
X
X
X
X
1. Financial liabilities
-
2. Portfolio
T o t al liab ilit ies
1. Expected transactions
-
16.995
-
16 .9 9 5
X
-
X
-
-
-
-
-
-
-
X
-
-
X
X
-
-
-
X
-
X
M acro-hedge
-
-
57.8 2 5
Specific
-
T o t al asset s
M acro-hedge
X
-
-
-
Section 7 – Fair value change in macro-hedged financial liabilities – Item 70
7.1 Fair value change in hedged liabilities: composition by portfolios hedged
The Bank has no contracts for macro-hedging of financial liabilities.
Section 8 – Tax liabilities – Item 80
Details of tax liabilities are reported in the assets section 13.
Section 9 – Liabilities associated with groups of assets held for disposal – Item 90
There are no liabilities associated with groups of assets held for disposal.
618
-
UBI Banca S.c.p.A.
-
Section 10 – Other liabilities – Item 100
10.1 Other liabilities: composition
D escriptio n/ Values
3 1.12 .2 0 0 8
Subsidiary undertakings Gro up VA T
3 1.12 .2 0 0 7
240
12.939
-
158.527
Other liabilities - tax co nso lidatio n
308.297
422.730
C redit items in transit in departm ents o r branches pending po sting to acco unts
426.049
341.361
Sums available to custo m ers and banks fo r transactio ns in the co urse o f paym ent
139.279
164.707
B alance o f illiquid po rtfo lio item s
Item s payable to tax autho rities o n behalf o f third parties
9.356
13.523
Item s in transit
11.878
28.893
Tax withheld o n inco me paid to third parties
7.078
7.364
605
1.229
Indirect taxes payable
D ividends and sum s due to shareho lders
1.672
976
A ccrued expenses and deferred inco m e no t attributed to specific items
13.574
16.208
D ebt fo r educatio nal, cultural, charitable and so cial purpo ses
11.262
4.415
D ebt fo r guarantees and co m mitm ents
11.972
11.313
D ue to staff
93.729
137.120
R esidual credito r item s
151.384
100.453
T o tal
1.18 6 .3 7 5
619
1.4 2 1.7 5 8
UBI Banca S.c.p.A.
Section 11 – Staff severance provision – Item 110
11.1 Annual changes in staff severance payments
3 1.12 .2 0 0 8
B . Inc re a s e s
B .1A llo catio n fo r the year
B .2 Other changes
B .3 B usiness co mbinatio ns
3 1.12 .2 0 0 7
5 1.0 3 7
5 2 .19 3
3 .8 8 1
19 .9 4 7
10
1.633
3.871
7.478
-
10.836
( 10 .4 3 5 )
C.1P ayments made
C.2 Other decreases
( 2 1.10 3 )
(10.268)
(11.354)
(167)
(9.749)
4 4 .4 8 3
5 1.0 3 7
Item B.2, “Other changes”, shows the interest expense resulting from discounting staff
severance provisions to present value (time reversal).
The demographic and actuarial hypotheses adopted to value the staff severance
provision and leaving entitlements
31.12.2008
Mortality rate
Turnover rate
Staff
severance
advances
payment
Inflation rate
Present value discount rate
The “RGS48” tables (prepared by the State General Accounting Office) were
used appropriately modified on the basis of historical data for the Group
Table obtained from appropriate smoothing of historical data for the Group in
recent years, also taking account of redundancies forecast under the
Business Plan
The probability of advance payments, calculated on the basis of historical data
for the Group, is 1%, while the average amount requested is 40% of the
available provision.
Long term forecasts of the scenario for inflation led to the use of a rate of 2%.
st
The euro swap yield curve as at 31 December 2008 was used. This is
because the rates used not only possess the characteristics of prudence
always required for actuarial valuations, but they are also those which comply
most closely with the last part of section 78 of IAS 19.
On the other hand the turbulence on financial markets in the months
immediately preceding the valuation date which still persists, led to both a
significant compression in euro swap rates and to an equally significant
increase in the risk of default for government and corporate securities.
In consideration of the above it was considered that the sum of the euro swap
curve, appropriately “bootstrapped”, and the credit spread curve,
“Cash_Govt_of_Italy_31122008” (which represents a curve of implicit credit
spreads obtained from quotations of benchmark Italian government
securities), would constitute the best interpretation of present value
st
discounting according to IAS 39 for the valuation as at 31 December 2008.
620
UBI Banca S.c.p.A.
31.12.2007
Mortality rate
Turnover rate
Staff
severance
advances
payment
Inflation rate
Present value discount rate
The 1999 ISTAT (Italian Statistics Office) tables and “RGS48” tables
(prepared by the State General Accounting Office) were used appropriately
modified on the basis of historical data for the Group
Table obtained from appropriate smoothing of historical data for the Group in
recent years, also taking account of redundancies forecast under the
Business Plan.
The probability of advance payments, calculated on the basis of historical
data for the Group, lies between 1% and 4,2% while the average amount
requested is between 40% and 70%.
Long term forecasts of the scenario for inflation led to the use of rates of
between1,7% and 2%.
The yield curve used was calculated as the average of the swap, bid and ask
rates as at 31/12/2007, appropriately interpolated at intermediate maturity
dates and the risk free yield curve relating to prime quality (up to A+)
corporate bonds on the euro market – source Bloomberg.
621
UBI Banca S.c.p.A.
Section 12 – Provisions for liabilities and charges – Item 120
12.1 Provisions for liabilities and charges: composition
Item s /A m o unts
3 1.12 .2 0 0 8
3 1.12 .2 0 0 7
1. C o m pany pens io n fund
2. Other pro v isio ns fo r liabilities and c harges
-
-
10 .3 2 9
8 .9 9 3
2.1 litigatio n
4.926
2.2 s taff c o s ts
2.3 o ther
T o tal
3.205
-
-
5.403
5.788
10 .3 2 9
8 .9 9 3
12.2 Provisions for liabilities and charges: annual changes
P ens io n funds
Other pro v is io ns
-
B . In c re a s e s
-
T o tal
8 .9 9 3
8 .9 9 3
5 .14 7
5 .14 7
B .1 A llo c atio n fo r the year
-
5.038
5.038
B .2 C hanges due to pas s age o f tim e
-
53
53
B .3 C hanges due to c hanges in dis c o unt rate
-
10
10
B .4 Other c hanges
-
46
46
B .5 B us ines s c o m binatio ns
-
-
( 3 .8 11)
( 3 .8 11)
C .1 Us e fo r the year
-
(3.443)
C .2 C hanges due to c hanges in dis c o unt rate
-
-
-
C .3 Other c hanges
-
(368)
(368)
C .5 B us ines s c o m binatio ns
-
-
(3.443)
10 .3 2 9
10 .3 2 9
12.3 Defined benefit company pension funds
There are no defined benefit company pension funds.
622
UBI Banca S.c.p.A.
12.4 Provisions for liabilities and charges – other provisions
Items/Co mpo nents
3 1.12 .2 0 0 8
3 1.12 .2 0 0 7
O t he r pro v is io ns f o r lia bilit ie s a nd c ha rge s
1. P ro visio n fo r interest, co m missio n and expense adjustm ents
-
2. Other pro visio ns fo r liabilities and charges
5.403
T o tal
5 .4 0 3
3.000
2.788
5 .7 8 8
One of the most significant items within other provisions for liabilities and charges is an
amount of 1,5 million euro for possible payments in relation to securities issued by Icelandic
banks.
Provisions for liabilities and charges: additional information – Contingent liabilities
C o ntingent liabilities
Staff litigatio n
731
Other litigatio n
T ax litigatio n
T o tal
3.975
12.400
17 .10 6
The liabilities governed by IAS 37, characterised by the absence of certainty over the timing or
the amount of future expense required to settle presumed liabilities, can be classified as being
of two types:
probable liabilities;
contingent liabilities (possible or remote).
The correct identification of the nature of liabilities is of fundamental importance because it
determines whether or not the risk deriving from an obligation must be recognised in the
financial statements
The recognition of a provision for liabilities and charges in the financial statements represents
a probable liability of uncertain24 timing or amount and the amount recognised in the
accounts represents the best estimate of the expenditure required to settle the obligation
existing at the balance sheet date and reflects the risks and uncertainties that inevitably
characterise a number of different facts and circumstances
The amount of a provision is measured by the present value of the expenditure that it is
assumed will be necessary to settle the obligation where the effect of the present value is
significant.
Future events that might affect the amount required to settle the obligation are only taken into
consideration if there is sufficient objective evidence that they will occur.
The measurement of provisions is periodically reviewed to verify that they are reasonable.
The general and theoretical legal parameters which the govern the process of determining the
present value of provisions, which is performed for each single case of litigation and for the
relative residual life, are given below:
Details of the criteria for recognising provisions are given in Part A.2 of the notes to the financial statements “The
main balance sheet items”, section 12 “Provisions for liabilities and charges”, which may be consulted.
24
623
UBI Banca S.c.p.A.
• type/nature of the litigation, to be assessed in the light of the legal claims formulated by
the counterparty. Various “macro-families” are identifiable in this respect such as corporate
litigation, labour law cases, financial intermediation litigation, litigation generically definable
as compensation for damages (resulting from non performance of contract obligations, illegal
actions, violation of regulations) etc.;
• degree of “innovation” in the litigation, to be assessed by considering whether the issues
turn on matters already known and “weighed” by the Bank or on completely new matters
which therefore require study (e.g. resulting from a change in the legislation or in legal
orientations);
• degree of “strategic importance” of the litigation to the bank: for commercial reasons
the Bank might for example decide to end a case very rapidly even if it had grounds of defence
that would allow it to resist in court for a long time.
• average length of litigation, to be weighted taking account of geographical factors, which is
to say the location of the jurisdiction in which the case is tried and the state of progress of the
trial. In this respect a decision must be taken on the source of the statistics from which data is
obtained and assistance can be obtained from the lawyers who represent the Bank in litigation
and who have direct knowledge of the jurisdictions concerned for each case;
• the “nature” of the counterparty (e.g. a private individual or a legal entity, a professional
operator or not, a consumer or not. etc.).
A contingent liability is defined as:
a possible obligation, the result of past events, the existence of which will only be confirmed
by the occurrence or (non occurrence) of future events that are not totally under the control
of the enterprise;
a present obligation that is the result of past events, but which is not recognised in the
accounts because:
− it is improbable that financial resources will be needed to settle the obligation;
− the amount of the obligation cannot be measured with sufficient reliability.
Contingent liabilities are not recognised in the financial statements but are only reported,
unless they are considered a remote possibility. In the latter case, in compliance with IAS 37,
no information is given on them in the notes to the financial statements
Amounts for contingent liabilities are also subject to periodical verification because it is
possible that events may occur which make them remote or probable with the possible need,
in the latter case, to make a provision for them in the financial statements
During the course of 2008, following the tax audit of a Group member company (BPB Property)
by the tax authorities, UBI Banca received a notice of tax assessment (not preceded by an
audit report) concerning the contribution of company operations to Immobiliare Serico
performed by BPU Banca (now UBI) in 2003. Similar notices of tax assessment were also
received by two other Group member companies which had made contributions of the same
type. That tax assessment contested the contribution of the company operations and
reclassified it as the contribution of a number of properties with consequent effects for IRES,
IRAP and VAT purposes, because ordinary instead of concessionary rates therefore applied.
The tax assessment in question quantified the increased taxes, fines and interest for UBI
Banca at 12,4 million euro.
UBI Banca, assisted by expert professional external opinion, considered that there were
grounds in fact and in law to believe that the interpretation of the tax authorities that the
assets did not constitute a unit of company operations is without foundation and therefore no
provision was made for this item. With regard to the presumed date of pay-out it is probable
that the various cases will be concluded within a time period of between one and five years.
624
UBI Banca S.c.p.A.
Section 13 – Reimbursable shares – Item 140
13.1 Reimbursable shares: composition
No shares have been issued with reimbursement clauses.
Section 14 – Shareholders’ equity – Items 130, 150, 160, 170, 180, 190 and 200
14.1 Shareholders’ equity: composition
Item s/A m o unts
3 1.12 .2 0 0 8
3 1.12 .2 0 0 7
1. Share capital
1.597.865
1.597.865
2. Share prem ium s
7.100.378
7.100.378
1.623.711
1.411.660
3. R eserves
4. (Own shares)
5. Valuatio n reserves
-
-
12.842
24.456
6. C apital instrum ents
7. P ro fit (lo ss) fo r the year
T o tal
-
-
23.886
827.781
10 .3 5 8 .6 8 2
10 .9 6 2 .14 0
14.2 Share capital and own shares: composition
3 1/ 12 / 2 0 0 8
No . o rdinary shares
3 1/ 12 / 2 0 0 7
639.145.902
639.145.902
2,50
2,50
No . o wn shares
-
-
with no minal value in euro per share
-
-
with no minal value in euro per share
625
UBI Banca S.c.p.A.
14.3 Share capital – Number of shares: annual changes
Item s /T ypes
Ordinary
A . S h a r e s e xis t in g a t t h e b e g in n in g o f t h e ye a r
Other
6 3 9 .14 5 .9 0 2
- fully paid up
-
639.145.902
-
-
-
- no t fully paid up
A .1 Own shares (-)
-
B .2 O u t s t a n d in g s h a r e s : in it ia l n u m b e r
6 3 9 .14 5 .9 0 2
B . In c re a s e s
-
B .1 N ew issues
-
-
-
-
-
- bus iness co m binatio n transactio ns
-
-
- co nvers io n o f bo nds
-
-
- exerc ise o f warrants
-
-
- o ther
-
-
-
-
- in fav o ur o f em plo yees
-
-
- in fav o ur o f directo rs
-
-
- o ther
-
-
B .2 Sale o f o wn shares
-
-
B .3 Other changes
-
- by paym ent:
- free o f charge:
-
-
C.1 C ancellatio n
-
-
C.2 P urchase o f o wn shares
-
-
C.3 C o m pany dispo sal o peratio ns
-
-
C. 4 Other changes
-
D . O u t s t a n d in g s h a r e s : f in a l h o ld in g s
6 3 9 .14 5 .9 0 2
D.1 Own shares (+)
D. 2 shares existing at the end o f the year
- fully paid up
- no t fully paid up
-
-
-
639.145.902
-
639.145.902
-
-
-
14.4 Share capital: other information
The share capital consists of 639.145.902 ordinary shares with a nominal value of 2,50 euro
each. There are no rights, privileges and restrictions for each category of shares, including
restrictions on the distribution of dividends and the reimbursement of the share capital.
The issues that were made in 2007 relate exclusively to the increase in the share capital as a
consequence of the merger which took effect on 1st April 2007.
14.5 Reserves of profits: other information
Details of profit reserves included in shareholders’ equity are given below; details of the nature
and purpose of each reserve are given in the table contained in Part F, “Information on
capital”.
626
UBI Banca S.c.p.A.
Legal reserve
Reserve under Art. 22 Legislative Decree No. 153/1999
Extraordinary reserve
Reserve for the purchase of own shares available
31.12.2008
31.12.2007
473.036
390.258
36.494
36.494
814.051
680.068
64.203
64.203
Taxed profit reserve
Reserve under Art. 13 c.6 Legislative Decree No. 124/1993
Reserve under art. 6 Legislative Decree No. 38/2005
4
762
762
2.268
-
-
7.983
Reserve for amendment of Art. 52 of Corporate By-Laws
Retained profit
Reserves of profits
4
262
-
1.391.080
1.179.772
Other reserves: other information
31.12.2008
31.12.2007
Reserve for valuation of equity investments valued by the equity method
12.153
12.153
Reserve for reversal of prior year depreciation and amortisation
61.649
61.649
Reserve under art. 7 paragraph 2 Law no. 218/1990
75.213
75.213
Reserve under Art. 7 paragraph 3 Law no. 218/1990
71.885
71.885
Reserves for transactions under common control
-4.754
-5.498
Reserves for supplementary pension reforms
-3.618
-3.618
Other reserves
Other reserves
20.104
20.104
232.632
231.888
With regard to the composition of other reserves, the deed for the merger of the company
Mercati Finanziari Società di Intermediazione Mobiliare Spa into UBI Banca was signed on 29th
February 2008.
The effectiveness of the merger was backdated for tax and accounting
purposes to 1st January 2008. Ownership of 100% of the merged company by UBI Banca led to
an accounting treatment of the transaction in a framework of mergers of entities under
common control based on the “preliminary orientations on IFRS” of the Italian National
Association of Auditors. As already described in the footnote to the statement of changes in
shareholders’ equity, the loss on the merger that arose, amounting to euro 62.511, was
recognised as a decrease in other equity reserves (Reserve for transactions under common
control).
14.6 Capital instruments: composition and annual changes
There are no capital instruments.
627
UBI Banca S.c.p.A.
14.7 Valuation reserves: composition
Item s / Co mpo nents
3 1.12 .2 0 0 8
1. A vailable-fo r-sale financial assets
3 1.12 .2 0 0 7
(16.892)
(5.502)
2. P lant, pro perty and equipm ent
-
-
3. Intangible assets
-
-
4. Hedging o f fo reign investments
-
-
5. Cash flo w hedges
-
-
(243)
(243)
6. Exchange rate differences
7. A ctuarial gains/lo sses o n staff severance pro visio n
8. Special revaluatio n laws
T o tal
680
904
29.297
29.297
12 .8 4 2
2 4 .4 5 6
14.8 Valuation reserves: annual changes
A vailable-fo rP ro perty, plant
sale financial
and equipm ent
assets
B . Increases
B .1Increases in fair value
B .2 Other changes
C. Decreases
Fo reign
investment
hedges
Intangible
assets
Cash flo w
hedges
Exchange rate
differences
P ro fits (+)
Lo sses (-)
actuarial
( 5 .5 0 2 )
-
-
-
-
(243)
904
6 1.8 9 6
-
-
-
-
-
429
17.414
-
44.482
( 7 3 .2 8 6 )
-
-
-
-
-
-
-
-
-
-
2 9 .2 9 7
-
429
-
Special
revaluatio n
laws
-
(55.997)
-
-
-
-
-
(653)
C.2 Other changes
(17.289)
-
-
-
-
-
-
( 16 .8 9 2 )
-
-
628
-
-
(243)
-
(653)
C. 1Decreases in fair value
X
680
UBI Banca S.c.p.A.
X
2 9 .2 9 7
14.9 Valuation reserves for available-for-sale financial assets: composition
3 1.12 .2 0 0 8
A ssets/A mo unts
P o sitive reserve
3. Units in O.I.C.R.
P o sitive reserve
Negative reserve
295
(40.866)
582
(7.755)
(319)
44.389
(38.194)
2.037
(14.956)
1.632
(6.156)
-
-
-
-
3 9 .2 4 9
( 5 6 .14 1)
4 6 .6 0 3
( 5 2 .10 5 )
4. Financing
T o tal
Negative reserve
36.917
1. Debt securities
3 1.12 .2 0 0 7
14.10 Valuation reserves for available-for-sale financial assets: annual changes
Units in O.I.C .R
D ebt s ec urities
2 . P o s it iv e c h a n g e s
2.1 Inc reases in fair value
Equity
instrum ents
(co llect ive
invest ment
inst rument s)
F inanc ing
( 7 .17 3 )
6 .19 5
( 4 .5 2 4 )
-
3 .5 5 7
5 7 .7 11
628
-
437
16.350
627
-
3.120
40.508
-
-
- fo r im pairm ent
3.086
40.508
-
-
- fro m dispo sal
34
-
-
-
2.2 T rans fer to inco m e s tatem ent o f negativ e reserv es
2.3 Other c hanges
-
3 . N e g a t iv e c h a n g e s
( 3 6 .9 5 5 )
3.1 D ec reas e in fair value
853
( 2 7 .3 0 8 )
1
-
( 9 .0 2 3 )
-
(35.947)
(11.032)
(9.018)
3.2 T rans fer to inco m e s tatem ent o f po s itiv e res erv es : fro m dis po s al
-
(5.697)
(5)
-
3.3 Im pairm ent lo s s es
-
(8.070)
-
-
3.4 Other c hanges
(1.008)
4 . C lo s in g b a la n c e s
( 4 0 .5 7 1)
(2.509)
3 6 .5 9 8
-
-
-
( 12 .9 19 )
-
Movements which result in a transfer of reserves to the income statement due to disposal or
impairment relate to amounts before tax. The movements for the tax effects in question are
reported in the line items for other changes.
Following on from the footnote to table 4.5 in section 4 of the part on assets where positions
written-down for impairment are reported, details of the corresponding effects on equity
reserves are as it follows:
T ransfer of negative reserves
for w rite-dow n due to impairment
Equi ty i nstruments:
Banca Intesa Sanpaolo Spa
Elimination of positive reserves
(40.508)
London Stock Exchange
7.286
A2A Spa
784
(40.508)
Debt securi ti es:
UBS AG Jersey 08/15 ZC
8.070
(3.086)
629
UBI Banca S.c.p.A.
OTHER INFORMATION
1. Guarantees granted and commitments
T ra ns a c t io ns
3 1/ 12 / 2 0 0 8
1) Guarantees granted o f a financial nature
a) B anks
b) Custo mers
2) Guarantees o f a co mmercial nature
a) B anks
b) Custo mers
3) Irrevo cable co mmitments to pay funds
a) B anks
i) o f certain use
3 1/ 12 / 2 0 0 7
2.067.781
4.301.137
1.208.772
3.534.992
859.009
766.145
1.671.013
1.578.783
1.190.260
883.437
480.753
695.346
341.017
458.778
308.960
406.763
308.960
406.763
-
-
ii) o f uncertain use
b) Custo mers
i) o f certain use
32.057
52.015
32.057
47.973
-
4.042
65.000
-
-
19.893
284.217
524.425
ii) o f uncertain use
4) Co mmitments underlying credit derivatives: pro tectio n sales
5) A ssets pledged to guarantee o bligatio ns to third parties
6) Other co mmitments
T o tal
4 .4 2 9 .0 2 8
6 .8 8 3 .0 16
Guarantees granted to banks are attributable mainly to banks and other companies in the
Group.
630
UBI Banca S.c.p.A.
2. Assets pledged to secure own liabilities and commitments
3 1.12 .2 0 0 8
3 1.12 .2 0 0 7
P o rtfo lio s
1. F inanc ial as s ets held fo r trading
882.704
2. F inancial as s ets at fair v alue
3. A v ailable-fo r-s ale financ ial as s ets
4. H eld-to -m aturity financ ial as sets
1.199.012
-
-
2.017.492
703.600
1.619.076
1.127.190
6.839.384
3.705.651
6. Lo ans to c us to m ers
-
-
7. P ro perty, plant and equipm ent
-
-
5. Lo ans to bank s
The financial assets contained in the table relate to own securities pledged to guarantee
liabilities and commitments of the Bank as follows:
P ortfolios
T o guarantee
Ow n securities
Liabilities or commitments
Fi nanci al assets for tradi ng:
Bank of Italy advances
Repurchase agreements
Other transactions
issued by third parties
issued by banks in the group
91.217
787.634
3.853
882.704
Fi nanci al assets for-sal e:
Issue of bankers' drafts
Other transactions
1.020.356
911.461
35.685
49.990
2.017.492
Fi nanci al assets hel d to maturi ty:
Issue of bankers' drafts
Other transactions
256.957
1.319.492
12.676
29.951
1.619.076
Loans to banks:
6.839.384
Securities acquired through reverse repurchase agreements, written principally by Group
member companies, were used in part, for a nominal amount of 533 million euro, as the
underlying collateral in repurchase agreements entered into with the ECB and in part for a
nominal amount of 2.674 million euro, as collateral for intraday advances with the Bank of
Italy.
631
UBI Banca S.c.p.A.
3. Information on operational leasing
The Bank is not a party to any operational leasing contracts.
4. Administration and intermediation on behalf of third parties
T ype o f s ervices
A m o unt
1. T r a d in g in f in a n c ia l in s t r u m e n t s o n b e h a lf o f t h ird p a r t ie s
a) P urc has es
5.785.682
1. s ettled
18.932
2. no t settled
b) Sales
2.794.770
1. s ettled
12.483
2. no t settled
2 . P o rt f o lio m a n a g e m e n t s
a) Indiv idual
902
b) c o llectiv e
-
3 . C u s t o d y a n d a d m in is t r a t io n o f s e c u rit ie s
a) s ec urities o f third parties held o n depo s it: c o nnec ted with depo s ito ry bank activ ity (no t
including po rtfo lio m anagem ent)
-
1. s ec urities is s ued by the repo rting bank
15.407.954
2. o ther s ec urities
b) Other third party s ec urities held o n depo s it (no t inc luding po rtfo lio m anagem ents): o ther
93.860
1. s ec urities is s ued by the repo rting bank
22.758.564
2. o ther s ec urities
c) s ec urities belo nging to third parties, depo sited with third parties
36.287.527
d) o wn s ec urities depo s ited with third parties
20.443.231
12 .5 3 1.3 18
4 ) O t h e r t ra n s a c t io n s
632
UBI Banca S.c.p.A.
Part C –
statement
Information
on
the
income
Section 1 – Interest – Items 10 and 20
1.1 Interest income and similar: composition
Items / Type
Impaired
financial
assets
P erfo rm ing financial assets
Debt
securities
Other assets
3 1.12 .2 0 0 8
3 1.12 .2 0 0 7
Financing
1. Financial assets held fo r trading
19.640
-
-
-
19 .6 4 0
3 3 .8 0 4
60.706
-
-
-
6 0 .7 0 6
4 .19 9
3. Held-to -m aturity financial assets
4. Lo ans to banks
5. Lo ans to custo m ers
6. Financial assets at fair value
7. Hedging derivatives
17.189
-
-
-
17 .18 9
( 10 .4 3 1)
184.879
688.390
-
-
8 7 3 .2 6 9
5 3 3 .5 7 7
7.563
422.181
-
-
4 2 9 .7 4 4
3 14 .0 4 4
22.023
-
-
-
2 2 .0 2 3
8 0 .3 7 6
-
-
-
-
4 2 0 .5 5 3
2 8 5 .5 2 5
1.201
1.2 0 1
1.5 9 9
1.8 4 4 .3 2 5
1.2 4 2 .6 9 3
X
8. Financial assets transferred no t dereco gnised
9. Other assets
X
420.553
X
T o tal
X
-
X
7 3 2 .5 5 3
X
1.110 .5 7 1
633
-
1.2 0 1
UBI Banca S.c.p.A.
1.2 Interest income and similar: hedging differentials
There are no hedging differentials.
1.3 Interest and similar income: other information
1.3.1 Interest income on financial assets held in foreign currency
Item s /Values
3 1.12 .2 0 0 8
Interest inc o m e o n financ ial as s ets held in fo reign c urrenc y
31.011
3 1.12 .2 0 0 7
44.202
1.3.2 Interest income on finance lease transactions
There was no interest income on finance lease transactions
1.3.3 Interest income on lending with funds administered on behalf of public bodies
There was no interest income on lending with funds administered on behalf of public bodies.
634
UBI Banca S.c.p.A.
1.4 Interest expense and similar: composition
Items/Type
Borrowings
Securities
Other liabilities
31.12.2008
31.12.2007
1. Due to banks
(836.717)
X
-
(836.717)
2. Due to customers
(128.226)
X
-
(128.226)
(91.170)
(715.296)
-
(715.296)
(608.098)
(2.669)
-
-
(2.669)
(13.394)
-
-
-
-
(284.656)
X
4. Financial liabilities held for trading
5. Financial liabilities at fair value
6. Financial liabilities for assets transferred not
derecognised
-
(399.138)
7. Other liabilities
X
X
(462)
(462)
(621)
X
X
(12.606)
(12.606)
(4.953)
(2.095.114)
(1.426.879)
T o tal
(399.138)
(1.366.750)
-
(423.987)
(715.296)
(13.068)
1.5 Interest expense and similar: hedging differentials
Item s/Values
3 1.12 .2 0 0 8
3 1.12 .2 0 0 7
A . P o s it iv e d if f e re n t ia ls o n t ra n s a c t io n s f o r:
A .1 F air v alue s pec ific hedge o f ass ets
73.040
151.788
A .2 F air value s pec ific hedges o f liabilities
112.979
86.692
A .3 M ac ro hedges o f interes t rate ris k
-
-
A .4 C as h flo w s pec ific hedges o f as s ets
-
-
A .5 C as h flo w s pec ific hedges o f liabilities
-
-
A .6 M ac ro c as h flo w hedges
-
T o t a l p o s it iv e d if f e re n t ia ls ( A )
18 6 .0 19
2 3 8 .4 8 0
B . N e g a t iv e d if f e re n t ia ls o n t ra n s a c t io n s f o r:
B .1 F air v alue s pec ific hedges o f as s ets
(65.233)
(152.147)
(133.392)
(91.286)
B .3 M ac ro interes t rate ris k hedges
-
-
B .4 C as h flo w s pec ific hedges o f as s ets
-
-
B .5 C as h flo w s pec ific hedges o f liabilities
-
-
B .6 M ac ro c as h flo w hedges
-
B .2 F air value s pec ific hedges o f liabilities
T o t a l n e g a t iv e d if f e re n t ia ls ( B )
C . B a la n c e ( A - B )
-
( 19 8 .6 2 5 )
( 2 4 3 .4 3 3 )
( 12 .6 0 6 )
( 4 .9 5 3 )
1.6 Interest expense and similar: other information
1.6.1 Interest expense on liabilities held in foreign currency
635
UBI Banca S.c.p.A.
It e m s / V a lu e s
3 1.12 .2 0 0 8
Interes t expens e o n liabilities held in fo reign currenc y
3 1.12 .2 0 0 7
(34.026)
(50.007)
1.6.2 Interest expense on liabilities for finance lease transactions
It e m s / V a lu e s
3 1.12 .2 0 0 8
Interes t expens e o n liabilities fo r financ ial leas ing trans ac tio ns
3 1.12 .2 0 0 7
(344)
(226)
1.6.3 Interest expense on funds administered on behalf of public bodies
There was no interest expense on funds administered on behalf of public bodies
636
UBI Banca S.c.p.A.
Section 2 – Commissions – Items 40 and 50
2.1 Commission income: composition
Type o f service/A m o unts
3 1.12 .2 0 0 8
a) guarantees granted
3 1.12 .2 0 0 7
3.588
2.707
-
-
30.595
33.015
4.713
2.678
97
608
-
-
3.1. individual
-
-
3.2. co llective
-
-
1.179
388
21.255
23.510
c) managem ent, trading and adviso ry services:
1. trading in financial instrum ents
2. fo reign exchange trading
3. po rtfo lio m anagem ent
4. custo dy and adm inistratio n o f securities
5. depo sito ry bank
6. placem ent o f securities
967
779
7. sto ck m arket o rders
894
3.558
8. adviso ry activities
745
1.258
9. distributio n o f third party services
745
236
-
-
9.1.1. individual
-
-
9.1.2. co llective
-
-
9.1. po rtfo lio m anagem ents
9.2. insurance pro ducts
9.3. o ther pro ducts
d) co llectio n and payment services
e) servicer activities fo r securitisatio n transactio ns
-
-
745
236
1.603
5.012
225
237
f) services fo r facto ring transactio ns
-
-
g) tax co llectio n and paym ent services
-
-
1.301
995
h) o ther services
T o tal
3 7 .3 12
4 1.9 6 6
The contribution to the result from commission income on depositary bank activities relates to
commissions received from management companies for the service performed on investment
funds distributed by Group banks.
637
UBI Banca S.c.p.A.
2.2 Commission income: distribution channels for products and services
C hannels/Values
3 1.12 .2 0 0 8
3 1.12 .2 0 0 7
a ) T h r o u g h o wn b r a n c h e s :
1.7 12
1.0 14
1. P o rtfo lio m anagem ents
-
-
2. P lacem ent o f securities
967
779
3. T hird party servic es and pro ducts
745
235
b ) T h r o u g h in d ire c t n e t wo r k s :
-
-
-
-
-
-
-
c ) O t h e r d is t r ib u t io n c h a n n e ls :
-
-
-
-
-
-
-
-
-
2.3 Commission expense: composition
Services/A m o unts
3 1.12 .2 0 0 8
a) guarantees receiv ed
3 1.12 .2 0 0 7
(106)
b) c redit derivatives
c) m anagem ent and trading serv ic es :
-
(12.060)
(11.577)
(4.019)
(3.842)
(101)
(207)
(1.556)
(612)
(1.556)
(612)
1. trading in financial instrum ents
2. fo reign exchange trading
3. po rtfo lio m anagem ent
3.1. o wn po rtfo lio
3.2. po rtfo lio o f o thers
4. cus to dy and adm inistratio n o f sec urities
-
-
(5.587)
(6.202)
(797)
(714)
5. plac em ent o f financ ial instrum ents
6. sec urities , pro duc ts and s ervices o ffered thro ugh indirec t netwo rks
d) c o llectio n and paym ent servic es
e) o ther services
-
-
(2.682)
(1.282)
(9.290)
T o tal
(179)
-
( 2 4 .13 8 )
(11.088)
( 2 4 .12 6 )
Section 3 – Dividend and similar income – Item 70
3.1 Dividend and similar income: composition
3 1.12 .2 0 0 8
Item s /Inc o m e
D iv idends
A . F inanc ial as s ets held fo r trading
B . A v ailable-fo r-s ale financ ial as s ets
3 1.12 .2 0 0 7
Inc o m e fro m
units in
O.I.C .R
(co llect ive
invest ment
inst rument s)
(co llect ive
invest ment
inst rument s)
7.608
-
6.086
-
862
59.951
438
837.679
T o tal
D iv idends
58.186
C . F inanc ial as s ets at fair v alue
D . Equity inv es tm ents
Inc o m e fro m
units in
O.I.C .R
9 0 3 .4 7 3
20
X
905.640
882
9 7 1.6 7 7
X
438
Dividends received from available-for-sale financial assets include those from the shareholding
in Intesa Sanpaolo Spa amounting to 53,2 million euro.
Details are given below of dividends received from equity investments in subsidiaries and
638
UBI Banca S.c.p.A.
companies subject to significant influence.
3 1.12 .2 0 0 8
O n e q u it y in v e s t m e n t s in s u b s id ia rie s
3 1.12 .2 0 0 7
8 3 3 .2 10
8 9 5 . 7 14
B @nc a 24-7 S pa
11.520
12.500
B a nc a di Va lle C a m o nic a S pa
13.013
8.947
54.727
74.775
B a nc a P o po la re C o m m e rc io Indus tria S pa
B a nc a P o po la re di Anc o na S pa
B a nc a P o po la re di B e rga m o S pa
B a nc a R e gio na le Euro pe a S pa
48.563
84.958
305.658
268.220
47.305
48.031
178.863
177.990
B a nc o di S a n Gio rgio S pa
3.878
3.399
B a nque de De po ts e t de Ge s tio n S a
7.858
5.777
12.509
10.068
B a nc o di B re s c ia S pa
UB I Le a s ing S pa
B y Yo u S pa
C a pita lge s t Alte rna tive S GR S pa
C a pita lge s t S GR S pa
C a rim e S pa
694
-
-
1.500
2.541
4.334
50.369
56.268
UB I F a c to r S pa
15.974
13.752
C e ntro ba nc a S pa
47.786
68.266
IW B a nk S pa
1.793
1.187
M e rc a to Im pre s a S pa
2.957
1.873
348
1074
UB I F iduc ia ria S pa
P o lis F o ndi S GR S pa
69
61
769
5.775
8.663
8.751
878
2.051
UB I B a nc a Inte rna tio na l S a
4.247
3.983
UB I Ins ura nc e B ro ke r S rl
2.000
1.531
-
6.120
10.228
22.607
-
1.916
S bim S pa
S bs Le a s ing S pa
S ilf S pa
UB I P a rte c ipa zio ni As s ic ura tive S pa
UB I P ra m e ric a S gr S pa
UB I S IM S pa
O n e q u it y in v e s t m e n t s
in f lu e n c e
in
c o m p a n ie s
s u b je c t
to
s ig n if ic a n t
4 .4 6 9
9 .9 2 6
Arc a S gr S pa
1.619
1.619
Aviva Vita S pa
1.925
1.575
C a pita l M o ne y S pa
C F E C o rpo ra tio n F ina nc ie re Euro pe e nne S a
Lo m ba rda Vita S pa
S e c ur B ro ke r S rl
To ta l
639
-
82
191
143
729
6.502
5
5
8 3 7 .6 7 9
9 0 5 .6 4 0
UBI Banca S.c.p.A.
Section 4 – Il net profit (loss) on trading – Item 80
4.1 Net profit (loss) on trading: composition
T ransactio ns/Co mpo nents o f inco m e
Gains
P ro fit fro m
trading
Lo sses
Lo sses fro m
trading
Net result
(A )
(B )
(C )
(D)
[(A +B )-(C+D)]
1. F ina nc ia l a s s e t s h e ld f o r t ra ding
5 .10 7
1.1 Debt securities
2 5 .6 6 2
( 14 3 .8 4 4 )
( 7 4 .3 8 3 )
( 18 7 .4 5 8 )
4.545
9.502
(14.835)
(4.526)
(5.314)
562
2.371
(59.479)
(48.790)
(105.336)
1.3 Units in O.I.C.R.
-
1.933
(69.530)
(19.004)
(86.601)
1.4 F inancing
-
-
-
-
-
1.5 Other
-
11.856
-
(2.063)
9.793
2 . F in a nc ia l lia bilit ie s he ld f o r t ra ding
-
2.1 Debt securities
2.2 Other
3 . O t h e r f ina nc ia l a s s e t s a nd lia bilit ie s :
e xc h a n ge ra t e dif f e re nc e s
4 . D e riv a t iv e in s t rum e nt s
-
-
(20)
-
-
-
-
-
X
2 .5 8 0 .4 6 8
X
( 7 7 9 .7 9 3 )
( 1.8 5 8 )
( 2 .4 7 2 .6 3 7 )
10 5 .9 9 3
2.580.237
(777.642)
(2.472.184)
108.366
756.784
2.475.323
(752.060)
(2.443.499)
36.548
20.967
104.914
(25.582)
(28.685)
71.614
X
- o ther
4.2 Credit derivatives
T o tal
X
777.751
- o n equity instrum ents and share indices
- o n currencies and go ld
(20)
(20)
7 7 7 .7 5 1
- o n debt securities and interest rates
-
-
X
4.1 F inancial derivatives
(20)
-
7 8 2 .8 5 8
X
X
X
204
-
-
-
-
-
-
231
(2.151)
(453)
(2.373)
2 .6 0 6 .13 0
( 9 2 3 .6 5 7 )
( 2 .5 4 7 .0 2 0 )
( 8 3 .3 4 3 )
The losses on units in O.I.C.R. (collective investment instruments) included the effects of the
total write-down of positions in four hedge funds related to the Madoff default.
The total loss calculated taking into consideration the value of the funds at the time of the
default amounted to 52,9 million euro. On the other hand, the funds in question had a
positive value during 2008 of 3,6 million euro.
The losses on debt securities also included the effects of the write-down of a bond issued by
Lehman Brothers totalling 4 million euro. As already reported at the foot of Table 2.1 in the
assets part of section 2, the fair valuation of the security resulted in recognition of a loss in
2008 amounting to 3,4 million euro.
The negative amount in line 1.2, “Equity instruments”, should be read in conjunction with the
positive impact of line 4.1 “Financial derivatives on equity instruments and share indices”
because they are linked on a management basis.
640
UBI Banca S.c.p.A.
Section 5 – Net profit (loss) on hedging activity – Item 90
5.1 Net profit loss on hedging activity: composition
Inc o m e c o m po nents /A m o unts
3 1.12 .2 0 0 8
A . In c o m e re la t in g t o :
3 1.12 .2 0 0 7
125.064
31.391
A .1 F air v alue hedge deriv ativ es
63.899
7.048
A .2 H edged financ ial as s ets (fair v alue)
57.782
1.667
A .3 H edged financ ial liabilities (fair v alue)
3.383
22.676
A .4 C as h flo w hedge financ ial deriv ativ es
-
-
A .5 A s s ets and liabilities in fo reign c urrenc y
-
T o t a l in c o m e f r o m h e d g in g a c t iv it y ( A )
12 5 .0 6 4
B . E xp e n s e re la t in g t o :
B .1 H edging deriv ativ es at fair v alue
3 1.3 9 1
(132.299)
(29.877)
(55.544)
(23.739)
B .2 H edged financ ial as s ets (fair v alue)
-
(3.767)
B .3 H edged financ ial liabilities (fair v alue)
(76.755)
(2.371)
B .4 C as h flo w hedge financ ial deriv ativ es
-
-
B .5 A s s ets and liabilities in fo reign c urrenc y
-
-
T o t a l e xp e n s e f ro m h e d g in g a c t iv it y ( B )
( 13 2 .2 9 9 )
( 2 9 .8 7 7 )
( 7 .2 3 5 )
1.5 14
C . N e t p r o f it ( lo s s ) o n h e d g in g ( A - B )
The items which generated the net negative result of 7,2 million euro are reported at the foot of
the tables in the assets and liabilities section where details of the results for hedged items are
given.
641
UBI Banca S.c.p.A.
Section 6 – Net Profit (loss) on disposals/repurchases – Item 100
6.1 Net Profit (loss) on disposals/repurchases: composition
3 1.12 .2 0 0 8
Item s/Inco me co mpo nents
P ro fits
Lo sses
3 1.12 .2 0 0 7
N et result
P ro fits
Lo sses
N et result
F ina n c ia l a s s e t s
1. Lo ans to banks
-
-
-
-
-
-
2. Lo ans to custo m ers
1
-
1
-
-
-
15.453
(58)
15.395
24.044
(54)
23.990
49
(34)
15
1
(18)
(17)
15.219
-
15.219
21.588
(27)
21.561
185
(24)
161
2.455
(9)
2.446
-
-
-
-
-
-
-
-
-
-
-
3.1D ebt securities
3.2 Equity instrum ents
3.3 Units in O.I.C .R
3.4 Financing
4. H eld-to -m aturity financial assets
T o tal assets
15 .4 5 4
(58)
15 .3 9 6
2 4 .0 4 4
(54)
2 3 .9 9 0
F ina n c ia l lia bilit ie s
1. D ue to banks
-
-
-
-
-
2. D ue to custo m ers
-
-
-
-
-
-
374
-
374
268
(138)
130
T o t a l lia b ilit ie s
374
-
374
268
( 13 8 )
-
13 0
The most significant transactions performed in 2008 related primarily to sales of securities
classified within available-for-sale financial assets which included the following:
- the disposal of the interest held in the company Key Client SpA (formerly Cim Italia) on
which a gain of 7,1 million euro was recognised (including 4,6 million euro relating to the
transfer to the income statement at the same time of the positive reserve existing as at 31st
December of the previous year);
- the disposal of the interest held in Centrale Bilanci Srl which generated a gain of 8,1 million
euro (including 1,1 million euro relating to the transfer to the income statement at the same
time of the positive reserve existing as at 31st December of the previous year).
642
UBI Banca S.c.p.A.
Section 7 – Net profit (loss) on assets and liabilities at fair value – Item 110
7.1 Net value change in financial assets/liabilities at fair value: composition
T rans ac tio ns /C o m po nents o f inc o m e
Gains
(A )
1. F in a n c ia l a s s e t s
P ro fits o n s ale
(B )
Lo ss es
(C )
Lo s s es o n s ale
(D )
12 .9 7 1
1.5 4 1
1.1 D ebt s ecurities
-
-
-
-
1.2 Equity ins trum ents
-
-
-
-
-
12.971
1.541
(117.346)
(15.201)
(118.035)
1.3 Units in O.I.C .R .
1.4 F inancing
-
2 . F in a n c ia l lia b ilit ie s
( 117 .3 4 6 )
N et res ult
[(A +B )-(C +D )]
-
-
( 15 .2 0 1)
-
-
( 118 .0 3 5 )
-
-
-
-
-
-
2.1 Sec urities is s ued
-
-
-
-
-
2.2 D ue to bank s
-
-
-
-
-
-
-
-
-
-
2.3 D ue to c us to m ers
3 . F in a n c ia l a s s e t s a n d lia b ilit ie s in
f o re ig n c u rre n c y: e xc h a n g e r a t e
d if f e re n c e s
X
4 . D e riv a t iv e in s t ru m e n t s
X
-
4.1 F inancial deriv ativ es
X
-
X
-
-
-
-
-
-
-
- o n debt s ec urities and interes t rates
-
-
-
-
-
- o n equity instrum ents and s hare indic es
-
-
-
-
-
X
- o n c urrencies and go ld
X
- o ther
4.2 C redit derivativ es
X
-
X
-
-
-
-
-
-
-
-
-
-
T o t a l d e riv a t iv e s
-
-
-
-
-
T o tal
12 .9 7 1
1.5 4 1
( 117 .3 4 6 )
( 15 .2 0 1)
( 118 .0 3 5 )
The losses on units in O.I.C.R. (collective investment instruments) included the effects of the
total write-down of a hedge fund related to the Madoff default.
The total loss calculated taking into consideration the value of the fund at the time of the
default amounted to 5,3 million euro. Conversely, the fund had a positive value with respect to
the carrying amount as at 31st December 2008 of 353 thousand euro.
More generally, if the amounts just mentioned are excluded, the negative result recorded for
O.I.C.R.s (collective investment instruments) is attributable to the unfavourable performance
of the hedge fund market in 2008.
643
UBI Banca S.c.p.A.
Section 8 - Net impairment losses on loans – Item 130
8.1 Net impairment losses on loans: composition
Impairment
Transactions/components
of income
Specific
Write-offs
A. Loans to banks
B. Loans to customers
Tot al
Write-backs
Specific
Other
(82)
(82)
Portfolio
-
-
(4.856)
( 4 .8 56 )
-
Portfolio
of interests
other writebacks
-
-
5
-
-
3 1.12 .2 0 0 7
other writebacks
of interest
-
5
3 1.12 .2 0 0 8
75
458
53 3
75
53
( 4 .4 75)
( 1.2 6 1)
( 4 .4 0 0 )
( 1.2 0 8 )
Other specific impairment of loans to customers includes an amount of 438 thousand euro
accounting for 91,375% of the amount due from the company Lehman Brothers International
and 4,4 million euro for the total write-down of the amount due from the company Lehman
Brothers Special Financing.
644
UBI Banca S.c.p.A.
8.2 Net impairment losses on available-for-sale financial assets: composition
T rans actio ns/C o m po nents
o f inc o m e
Im pairm ent
Write-bac ks
Spec ific
Spec ific
Write-o ffs
Other
-
(6.269)
B . Equity ins trum ents
-
(488.193)
X
C . Units in O.I.C .R .
-
-
X
D . Lo ans to bank s
-
-
E. Lo ans to c us to m ers
T o tal
-
-
-
( 6 .2 6 9 )
-
( 4 8 8 .19 3 )
(43)
-
-
-
-
-
-
X
-
( 4 9 4 .4 6 2 )
3 1.12 .2 0 0 7
o ther writeback s
o f interes t
A . D ebt sec urities
3 1.12 .2 0 0 8
-
-
-
-
-
-
( 4 9 4 .4 6 2 )
(43)
Details of impairment of available-for-sale financial assets recognised in the income statement
are given in the table below.
Write-dow ns
Equity instruments:
Banca Intesa Sanpaolo Spa
(403.361)
T ransfer of negative reserves
Elimination of positive reserves
to the income statement
(40.508)
T otal
(443.869)
London Stock Exchange
(31.855)
7.286
(24.569)
A2A Spa
(20.487)
784
(19.703)
8.070
(488.193)
Brescia on line
Debt securities:
UBS Jersey 08/15 ZC
(52)
(52)
(455.755)
(40.508)
(3.182)
(3.087)
645
(6.269)
UBI Banca S.c.p.A.
8.3 Net impairment losses on held-to-maturity financial assets: composition
There were no net impairment losses on held-to-maturity financial assets.
8.4 Net impairment losses on other financial transactions: composition
Imp airment
W rit e-b acks
Sp ecif ic
Transact io ns/ Co mp o nent s o f
inco me
W rit e-of f s
Sp ecif ic
o t her
Po rt f o lio
Po rt f o lio
Ot her writ eb acks
o f int erest
3 1. 12 . 2 0 0 8
3 1. 12 . 2 0 0 7
( 5. 8 9 9 )
o t her writ eb acks
Of int erest
A . Guarant ees g rant ed
-
(1.8 6 3)
-
-
-
-
247
( 1. 6 16 )
B . Cred it d erivat ives
-
-
-
-
-
-
-
-
-
C. Co mmit ment s t o p ay f und s
-
-
-
-
-
-
-
-
15
D. Ot her t ransact io ns
E. T o t al
-
( 1. 8 6 3 )
-
-
-
-
-
-
-
-
-
247
( 1. 6 16 )
( 5. 8 8 4 )
The item other impairment relates to provisions made for specific guarantees granted. A
collective valuation of guarantees granted resulted in a write-back of 247 thousand euro.
646
UBI Banca S.c.p.A.
Section 9 – Administrative expenses – Item 150
9.1 Staff costs: composition
T ype o f expens e/A m o unts
3 1.12 .2 0 0 8
1) E m p lo ye e s
3 1.12 .2 0 0 7
(129.566)
(222.124)
a) Wages and s alaries
(85.130)
(107.252)
b) So c ial s ec urity c harges
(23.408)
(38.355)
(151)
(261)
-
(71)
(2.195)
(3.169)
-
-
- defined c o ntributio n
-
-
- defined s erv ic e
-
-
(7.965)
(14.999)
(7.965)
(14.999)
-
-
c) Sev eranc e indem nity
d) P ens io n expens e
e) P ro visio n c harge fo r s ev eranc e paym ents
f) P ro v is io n c harge fo r pens io n and s im ilar:
g) P aym ents to external supplem entary retirem ent benefit plans :
- defined c o ntributio n
- defined s erv ic e
h) Expens es res ulting fro m share bas ed paym ent agreem ents
-
-
(10.717)
(58.017)
(36.477)
(38.143)
(8.109)
(8.624)
-
(32)
i) Other benefits fo r perm anent em plo yees
2 ) O t h e r p e rs o n n e l
3 ) D ire c t o rs
4 ) E xp e n s e s f o r re t ire d p e rs o n n e l
T o tal
( 17 4 .15 2 )
( 2 6 8 .9 2 3 )
The various items of staff costs include 15,3 million euro attributable to corporate integration
costs composed as follows:
-
grants in respect of the plan to centralise operations: 7,96 million euro
staff on agency leasing contracts: 2,44 million euro
internal communication initiatives: 1,4 million euro
increased leaving incentives: 2,7 million euro
staff mobility: 0,8 million euro
. 9.2 Average number of employees by category
3 1.12 .2 0 0 8
E M P LO Y E E S
14 8 8
3 1.12 .2 0 0 7
19 12
a) senio r m anagers
140
133
b) to tal managers
680
801
- o f which: 3rd and 4th level
384
417
c) o ther staff
668
978
73
93
OT H ER P ER SON N EL
The average number of employees for each category was calculated on the basis of the actual
work force, inclusive of staff on secondment from other Group member companies at UBI
Banca and excluding UBI Banca staff on secondment working in other Group member
companies.
647
UBI Banca S.c.p.A.
9.3 Defined benefit company pension funds: total expenses
There are no defined benefit company pension funds.
9.4 Other employee benefits
31.12.2008
31.12.2007
Leaving incentives
(4.598)
(52.283)
Expenses for luncheon vouchers
(2.061)
(1.718)
Insurance expenses
(1.836)
(545)
Expenses for attendance on personnel training courses
(1.632)
(1.861)
(121)
(436)
Expenses for study scholarships for children of personnel
Other expenses
Total
648
(469)
(1.174)
(10.717)
(58.017)
UBI Banca S.c.p.A.
9.5 Other administrative expenses: composition
Type o f service/A m o unts
3 1.12 .2 0 0 8
A . O t he r a d m in is t ra t iv e e xp e n s e s
3 1.12 .2 0 0 7
( 17 3 .3 3 5 )
( 2 0 3 .3 2 7 )
R ent payable
(7.472)
(8.790)
T echnical and pro fessio nal services
(5.502)
(5.537)
C o rpo rate and legal adviso ry services
(9.898)
(6.414)
Strategic adm inistrative adviso ry services
(9.635)
(15.807)
P ro fessio nal IC T services
(4.621)
(9.672)
Vehicle and furnishing lease instalm ents
(2.435)
(2.267)
H W lease instalm ents
(351)
(390)
SW lease instalm ents
(1)
-
(382)
(660)
Vehicle and furnishings m aintenance
H W m aintenance and assistance
(1.895)
(9.151)
SW m aintenance and assistance
(2.722)
(8.608)
T enancy o f prem ises
(5.245)
(8.366)
C leaning
(1.069)
(1.216)
P ro perty and equipm ent m aintenance
(1.730)
(5.435)
C o unting, transpo rt and m anagem ent o f valuables
M em bership fees
Info rm atio n services and land registry searches
B o o ks and perio dicals
P o stal
(47)
(363)
(868)
(1.873)
(1.123)
(603)
(610)
(566)
(12.834)
(15.691)
Insurance prem ium s
(1.203)
(2.019)
A dvertising
(7.173)
(7.428)
Entertainm ent expenses
(1.118)
(1.199)
T elepho ne and date transm issio n netwo rks
(4.805)
(17.728)
Info pro viders
(8.368)
(9.429)
Outso urced services
(4.812)
(11.508)
T ravel expenses
Instalm ents o n services pro vided by gro up co m panies
D ebt co llectio n expenses
P rinting, statio nery and co nsum ables
T ranspo rt and rem o vals
Security
UB I m erger transactio n expenses
Other expenses
(5.383)
(2.959)
(48.123)
(19.515)
(79)
(105)
(704)
(2.995)
(504)
(290)
(1.433)
(951)
(20.626)
(24.779)
(564)
B . In d ire c t t a xe s
( 3 .7 9 6 )
(1.013)
( 4 .0 8 4 )
- Indirect taxes and duties
(476)
(11)
- Stam p duty
(847)
(1.775)
(2.073)
(2.012)
- M unicipal pro perty tax
- Other tax
(400)
T o tal
( 17 7 .13 1)
(286)
( 2 0 7 .4 11)
As part of activity to revise processes for monitoring administrative expenses, the figures to
31st December 2007, were reclassified in order to allow a uniform comparison.
The item UBI merger expenses, amounting to 20,6 million euro, includes the following
integration costs:
- payments made to UBI Sistemi e Servizi for IT migration services amounting to 10,6 million
euro;
advisory and other services amounting to 7,6 million euro;
- sundry other expenses amounting to 2,4 million euro.
649
UBI Banca S.c.p.A.
Section 10 – Net provisions for liabilities and charges – Item 160
10.1 Net provisions for liabilities and charges: composition
3 1.12 .2 0 0 8
3 1.12 .2 0 0 7
N et pro visio ns fo r liabilities and charges fo r revo catio ns
-
-
N et pro visio ns fo r value adjustments to interest, co m m issio ns and expenses
-
(3.000)
N et pro visio n charges fo r bo nds in default
N et pro visio n charges fo r litigatio n
Other net pro visio ns fo r liabilities and charges
-
-
(194)
(757)
(1.539)
T o tal
( 1.7 3 3 )
25
( 3 .7 3 2 )
Provisions for liabilities and charges included an amount of 1,5 million euro for possible
payments in relation to securities issued by Icelandic banks.
650
UBI Banca S.c.p.A.
Section 11 – Net impairment losses on property, plant and equipment – Item 170
11.1 Net impairment losses on tangible assets: composition
Im pairm ent
lo sses
(b)
D epreciatio n
(a)
A ssets/Inco m e co m po nents
Write-backs
(c )
N e t re s u lt
( a +b - c )
A . P ro perty, plant and equipm ent
A .1 Owned
(39.262)
-
-
( 3 9 .2 6 2 )
- Fo r o peratio nal use
(25.986)
-
-
( 2 5 .9 8 6 )
- Fo r investm ent
(13.276)
-
-
( 13 .2 7 6 )
(178)
-
-
( 17 8 )
(75)
-
-
(75)
(103)
-
-
( 10 3 )
A .2 A cquired thro ugh finance leases
- Fo r o peratio nal use
- Fo r investm ent
T o tal
( 3 9 .4 4 0 )
-
-
( 3 9 .4 4 0 )
Section 12 – Net impairment losses on intangible assets – Item 180
12.1 Net impairment losses on intangible assets: composition
A m o rtis atio n
(a)
A s s ets /C o m po nent o f inc o m e
Im pairm ent lo s s es
(b)
Write-bac k s
(c )
N e t re s u lt
( a +b - c )
A . Intangible as sets
A .1Owned
(21.809)
(247)
-
( 2 2 .0 5 6 )
-
-
-
-
(21.809)
(247)
-
( 2 2 .0 5 6 )
-
-
-
- Internally generated by the B ank
- o ther
A .2 A c quired thro ugh financ e leas es
T o tal
( 2 1.8 0 9 )
(247)
-
( 2 2 .0 5 6 )
Amortisation of intangible assets consisted of a charge of 18,8 million euro relating to software
and a charge of 2,9 million euro relating to the intangible assets already mentioned in respect
of the acquisition of an interest in By You, amortised over a useful life of 10 years.
The
amount of 247 thousand euro relates to the write-down performed on software products no
longer usable following the centralisation of IT activities in the company UBI Sistemi e Servizi.
651
UBI Banca S.c.p.A.
Section 13 – Other costs and operating income – Item 190
13.1 Other operating expense: composition
3 1. 12 . 2 0 0 8
O T H E R O P E R A T IN G E X P E N S E S
3 1. 12 . 2 0 0 7
( 17 . 6 9 7 )
D ep rec ia t io n o f im pro v em en t s t o t hird p art y le as ed as s e t s
( 2 0 .4 0 9 )
(23 0)
F ine s a nd c h arges f o r lat e t a x p aym en t s
O t h er c o s t s an d e xc ept io n al pa yab les
(22 0)
(2)
(18)
(17 .46 5)
(2 0.171)
The item other costs and exceptional payables amounting to 17,5 million euro consists of the
following positions:
-
the value of expired banker’s drafts to be paid to the Ministry of the Economy and
Finance amounting to 3,8 million euro;
amounts payable to Group member companies: 7,9 million euro;
amounts payable to Prudential: 1,2 million euro;
other positions amounting to 4,6 million euro.
13.2 Other operating income: composition
3 1.12 .2 0 0 8
O T H E R O P E R A T IN G IN C O M E
3 1.12 .2 0 0 7
18 3 .7 8 0
R eco v eries o f taxes
Inc o m e fo r serv ic es to Gro up m em ber co m panies
C harges to third parties fo r expens es o n depo sit and c urrent ac c o unts
3 17 .9 6 6
109
368
145.167
282.446
-
2
Other inc o m e fo r pro perty m anagem ent
2.209
-
R ents rec eivable
31.172
27.829
5.123
7.321
Other inc o m e, expens e rec o v eries and exc eptio nal rec eiv ables
652
UBI Banca S.c.p.A.
Section 14 – Profits (losses) on equity investments – Item 210
14.1 Profits (losses) on equity investments: composition
Co mpo nent o f inco m e/A m o unts
A . Inco m e
3 1.12 .2 0 0 8
3 1.12 .2 0 0 7
24.949
1. Revaluatio ns
-
-
-
24.949
-
3. Write-backs
-
-
4. Other increases
-
-
(7.348)
(279)
2. P ro fits o n sale
B . Expense
1. Write-do wns
-
-
2. Impairment lo sses
(3.558)
-
3. Lo sses o n sale
(3.470)
-
(320)
(279)
4. Other decreases
N e t re s ult
17 .6 0 1
(279)
Profits on the disposal of equity investments consisted of the following:
- disposal of UBI Pramerica SGR: 22 million euro;
- disposal of Corporacion Financiere Europeenne Sa: 2,4 million euro;
- liquidation of Financiera Veneta: 0,5 million euro.
Impairment losses relate to that on UBI Centrosystem Spa amounting to 3,6 million euro.
Losses relate almost entirely to the sale of UBI Sistemi e Servizi Spa shares to Group member
companies amounting to 3,47 million euro, as part of the constitution of a consortium
company for the supply of Group ICT services.
Section 15 – Net result of fair valuation of tangible and intangible assets – Item 220
No net result was recognised in the income statement because the Bank did not opt for the fair
valuation of tangible and intangible assets.
Section 16 – Net impairment losses on goodwill – Item 230
There were no net impairment losses on goodwill.
653
UBI Banca S.c.p.A.
Section 17 - Profits (losses) on disposal of investments – Item 240
17.1 Profits (losses) on disposal of investments: composition
C o m po nent o f inc o m e/A m o unts
3 1.12 .2 0 0 8
A . P ro perties
3 1.12 .2 0 0 7
22
(3)
- P ro fits o n s ale
22
-
- Lo s s es o n s ale
-
(3)
(81)
259
B . Other as sets
- P ro fits o n s ale
24
426
- Lo s s es o n s ale
(105)
(167)
N e t r e s u lt
(59)
654
256
UBI Banca S.c.p.A.
Section 18 – Taxes on operating income for continuing operations – Item 260
18.1 Taxes on operating income for continuing operations: composition
C o m po nent/A m o unts
3 1.12 .2 0 0 8
1. C urrent taxes (-)
3 1.12 .2 0 0 7
(89.113)
2. C hange in c urrent taxes o f prio r years (+/-)
1.969
935
-
-
-
4. C hange in prepaid taxes (+/-)
339.793
100.000
5. C hange in deferred taxes (+/-)
29.739
153.881
281.354
255.850
3. R educ tio n in c urrent taxes fo r the year (+)
6. T axes fo r the year (-) (-1+/-2+3+/-4+/-5)
Current taxes were recognised on the basis of the tax legislation in force.
Current taxes amounting to 89.113 thousand euro consisted of the provision made for a
substitute tax for the tax redemption on goodwill recognised as part of the purchase price
allocation performed for the merger in the previous year, amounting to 91.049 thousand euro,
and a substitute tax for the tax redemption of off-balance sheet deductions paid during the
year, amounting to 3.604 thousand euro, net of positive adjustments resulting from
participation in the tax consolidation amounting to 4.711 thousand euro and of valuations of
AFS securities amounting to 966 thousand euro. The amount also includes 137 thousand
euro resulting from the application of regulations on CFCs.
The change in current taxes of prior years amounting to 935 thousand euro is the result of the
payment of taxes for the year 2007. The changes in prepaid taxes amounting to 339.793
thousand euro consist of the difference between 347.386 thousand euro, the positive balance
on increases and decreases reported in table 13.3, excluding the amount in point 2.4 and
"other decreases" amounting to 167.547 thousand euro cancelled by the balancing entry in
current tax liabilities and decreases of 7.593 thousand euro included in points 3.1.a) and 3.1
c) of table 13.5 which, as reported in the relative note, had a balancing entry in the income
statement.
The changes in deferred taxes amounting to 29.739 thousand euro consist of the sum of
20.261 thousand euro, consisting of the negative balance on increases and decreases reported
in table 13.4 and the decreases amounting to 9.478 thousand euro included in point 3.1.a)
and 3,1 c) of table 13.6 which, as reported in the relative note, had a balancing entry in the
income statement.
655
UBI Banca S.c.p.A.
18.2 Reconciliation between theoretical taxation and actual taxation recorded in the
accounts
31.12.2008
Prof it (loss) on continuing operations bef ore tax
(257.468)
Net balance on items recognised in shareholders’ equity
438
(257.030)
Current tax rate on IRES (corporation tax)
27,50%
The ore tical tax
70.683
Current taxes (*)
(88.178)
Taxes on permanent dif f erences (**)
87.496
Ires (corporation tax) – balance on prior year def erred taxation
6.336
Ires – balance on def erred taxation f or the year
(1.193)
Ires – advanced on goodw ill
156.491
Irap (local production tax) – balance on prior year def erred taxation
788
Irap – balance on def erred taxation f or the year
21.502
Irap advanced on goodw ill
27.429
Taxation for the ye ar
281.354
(*) Does not include current IRAP (local production tax) because the value of production is negative
(**) Attributable mainly to exempt dividends
656
UBI Banca S.c.p.A.
Section 19 – Profits (losses) after tax on discontinued operations – Item 280
19.1 Profit (loss) after tax on discontinued operations: composition
Inc o m e co m po nents/A m o unts
3 1.12 .2 0 0 8
3 1.12 .2 0 0 7
A s s e t / lia b ilit y g ro u p
1. Inc o m e
-
-
2. Expens e
-
(116)
3. R esult o f v aluatio n o f as s o c iated as s ets and liabilities
-
-
4. P ro fit (lo s s ) o n s ale
-
-
5. T axes and duties
-
P r o f it ( lo s s )
38
-
(78)
19.2 Details of taxes on income in relation to discontinued operations
3 1.12 .2 0 0 8
3 1.12 .2 0 0 7
1. C urrent taxatio n (-)
-
-
2. C hange in prepaid taxes (+/-)
-
(38)
3. C hange in deferred taxes (-/+)
-
4 . T a xe s o n in c o m e f o r t h e ye a r ( - 1+/ - 2 +/ - 3 )
-
(38)
Section 20 – Other information
There is no further information of significance.
657
UBI Banca S.c.p.A.
Section 21 – Earnings per share
21.1 The average number of ordinary shares with diluted share capital
International accounting standards (IAS 33) specify a precise method for calculating earnings
per share (EPS) with two formulas: basic earnings and diluted earnings per share.
Basic EPS has been calculated by dividing the profit attributable to ordinary equity holders of
the Parent Bank by the weighted average number of ordinary outstanding shares during the
year.
The relative figures for basic and diluted EPS for the individual UBI Banca accounts are given
below, while greater details of the methods of calculation and figures for the Group are given
in the relative section of the consolidated financial statements.
P o s it io n a s a t 3 1.12 .2 0 0 8
P ro f it
"a t t ribut a ble "
( t ho us a nds o f
We ight e d a v e ra ge
e uro )
o rdina ry s ha re sE a rnings pe r s ha re
P o s it io n a s a t 3 1.12 .2 0 0 7
P ro f it
"a t t ribut a ble "
We ight e d
( t ho us a nds o f a v e ra ge o rdina ry
e uro )
s ha re sE a rnings pe r s ha re
B a s ic E P S
16.374
639.145.902
0 ,0 2 5 6
817.335
565.480.098
1,4 4 5 4
D ilut e d E P S
16.374
639.145.902
0 ,0 2 5 6
817.335
565.480.098
1,4 4 5 4
658
UBI Banca S.c.p.A.
Part D – Segment reporting
As reported in Part A.2 – the part on the main balance sheet items – section 14 of this
publication, information on segment reporting is provided in the corresponding section of the
Consolidated Annual Report.
659
UBI Banca S.c.p.A.
Part E – Information on risks and the
relative hedging policies
In compliance with current regulations, the UBI Group has adopted a risk control system
which disciplines in a integrated way the organisational, regulatory and methodological
guidelines of the system of internal controls with which all Group member companies must
comply in order to allow the Parent Bank to perform its activities of strategic, management
and operational control in an effective and economical manner.
The Bank works pro-actively to identify the risks to which it is subject and to define the
relative criteria for measuring, managing and monitoring them.
The key principles on which Group risk analysis and management are based for the pursuit of
an increasingly more knowledgeable and efficient allocation of economic and supervisory
capital are as it follows:
- rigorous containment of financial and credit risks and strong management of all types
of risk;
- the use of sustainable value creation logic in defining the propensity to risk and the
allocation of capital;
- definition of the Group’s propensity to risk with reference to specific types of risk
and/or specific activities in a set of policy regulations for the Group and for the single
entities within it.
This part furnishes information on the risk profiles listed below, on the relative management
and hedging policies pursued by the Bank and its activities relating to financial derivative
instruments:
a) credit risk;
b) market risks:
interest rates,
price,
currency,
c) liquidity risk;
d) operational risks.
A report on the general framework of the risks and uncertainties to which the Bank is exposed
is given in a special section of the management report, prepared in compliance with Legislative
Decree No. 32 of 2nd February 2007, which implements EC Directive No. 2003/51/EC.
660
UBI Banca S.c.p.A.
SECTION 1 – Credit risk
Qualitative information
1. General aspects
The strategies and policies for assuming credit risk and the instruments employed to manage
it are defined by the Risk Capital & Policies Area in conjunction with the Credit Area. The
Commercial Macro Area, the Risk Management Area and the Studies Service also contribute to
the formulation of policies. There is a particular focus in formulating the credit policies on
maintaining an appropriate risk/yield profile and on assuming risks that are consistent with
the propensity to risk defined by senior management and, more generally, with the mission of
the Group.
The priorities in the orientation of the Group's credit policies are to support local economies,
families, businessmen, professionals and small-to-medium size enterprises. The particular
attention paid to maintaining relations established with customers and to developing them
over the years is one of the strong points of the Group and it helps to eliminate information
asymmetries and offers continuity in relationships with customers with a view to long term
support.
Credit policies have been developed on the basis of:
- macroeconomic forecasts which allow risk and expected growth for 2009 to be assessed
for different sectors and geographical areas;
- forecasts of growth in lending from which expected growth rates can be defined for
each sub-portfolio, geographical area, sector and rating class;
- a model to optimise the portfolio developed using an EVA™ approach with the objective
of maximising the value created on the corporate market, while observing the
constraints applied to maintain high asset quality and an acceptable risk profile for
loans.
Action was also taken to define operational rules for very short term transactions and for
medium and long term business by using pricing sensitivity indicators, given the increase in
the cost of funding that has occurred.
Finally particular attention is paid to defining guidelines for the treatment of new products
with adequate reporting to senior management concerning observance of risk/yield objectives,
the calculation of minimum interest rates for granting loans, the quality of borrowers,
guarantees received and expected rates of recovery in cases of insolvency.
Credit policies are implemented in the distribution network by means of:
- loan assessment procedures which are made simpler for counterparties belonging to
attractive clusters and through targeted marketing campaigns;
- initiatives designed to contain risk profiles and limit the negative impact on value
creation
in
the
corporate
portfolio
(corrective
pricing
action/acquiring
guarantees/revision of credit lines) for counterparties belonging to unattractive
clusters.
661
UBI Banca S.c.p.A.
2. Policies for the management of credit risk
2.1 Organisational aspects
The Bank is exposed in the performance of its business to the risk that the loans it grants will
not be repaid by borrowers when they are due and must be partially or fully written-down.
More specifically the risk profile for lending is sensitive to the performance of the economy as a
whole, to the deterioration in the financial position of counterparties (shortage of liquidity,
insolvency, etc.), or to changes in their competitiveness and to structural or technological
changes they make and to other external factors (e.g. changes in legislation, deterioration in
the value of financial guarantees connected with market performance).
The organisational model on which the units which manage credit activity is based is as it
follows:
•
Parent Bank units for centralised monitoring and co-ordination;
•
the General Managements of banks and subsidiary undertakings, to which the
following report:
- credit departments;
- local loan approval centres;
- branches;
- corporate banking units (CBUs),
- private banking units (PBUs).
The characteristics of that organisational model not only ensure strong standardisation
between the units of the Parent Bank and the corresponding units in the Network Banks, with
consequent linearity in the processes and the optimisation of information flows, but they also
provide a clear separation between commercial and credit functions. Loan granting activity is
also differentiated by customer segment (retail/private banking and corporate) and specialised
by the status of the loan: “performing” (managed by retail, private banking and corporate
lending units) and problem (managed by problem loan credit units).
The Parent Bank oversees policy management, overall portfolio monitoring, the refinement of
assessment systems, problem loan management and compliance with regulations through the
Credit Area, the Strategy and Control Macro Area, the Debt Collection Area and the audit
functions of the Parent Bank and Group.
Credit positions at UBI are principally connected with treasury activity performed for
institutional counterparties and Group entities.
Further details of credit risk management policies are given in the same section of the notes to
the consolidated financial statements, which may be consulted.
2.2 Management, measurement and control systems
The UBI Credit Risk Service is responsible for Group reporting on credit risk in order to
monitor changes in the risk attached to lending for individual banks and commercial
portfolios. The reports are submitted monthly to the Management Board and quarterly to the
Boards of Directors of the individual Network Banks. The reports give changes in loan
deterioration rates and the distribution of internal rating classes for all banks and for the
Network Banks they give changes in average risk for the corporate market, the small business
portfolio in the retail market and for the affluent and mass market portfolios again in the retail
market. Reporting for the “Product Companies” is based on the specific risk for the various
types of lending and products marketed. Special reports on specific matters are also prepared
on the main components of credit risk.
662
UBI Banca S.c.p.A.
The migration to the internal ratings systems on the target platform was completed in 2008
and at present this involves the use of automatic models for private individuals and smallsized businesses, automatic models supplemented by qualitative questionnaires and a geosectoral module for medium to large size businesses and a mainly judgemental model for
major borrowers (i.e. groups of companies with authorised credit of greater than 20 million
euro).
Automatic models produce statistical summary ratings on the basis of following risk factors
appropriately calibrated according to the type of counterparty or model:
economic and financial factors;
performance factors (internal and external);
qualitative factors (competitive positioning, corporate structure, etc.);
geo-sectoral factors.
The major borrower model integrates an economic and financial assessment with a structured
judgmental component which examines aspects such as the shareholder base, management,
sector, competitive environment and financial flexibility, giving great consideration to factors
relating to the group of companies to which the counterparty belongs.
Taken as a whole the models just described constitute the internal rating system (IRB) of the
Group managed by the Risk Management Area and by the Credit Area. It is constantly
subjected to refinement in order to increase the accuracy of credit rating measurement both
for individual counterparties and at aggregate level.
As recommended by the Bank of Italy circular No. 263/2006, New Supervisory Instructions for
Banks, the Group adopted the standardised approach for the determination of supervisory
capital from 1st January 2008. It was decided to make use, for the “businesses and other”
supervisory class of exposures in particular, of external credit ratings, where available,
furnished by the agencies Moody’s and Lince which are ECAIs (External Credit Assessment
Institutions) recognised by the Bank of Italy.
Particularly intense activity was also performed in 2008 to revise, update and adopt policies
and regulations for credit risk management. Existing policies are listed below together with the
principal contents:
–
Credit Policy, which outlines the growth strategy for the Group corporate lending
portfolio;
–
“Country and institutional counterparty risk” policy, which sets out rules and principles
for managing credit granted to resident and non resident institutional customers and
also to ordinary customers in countries at risk.
–
Policy for the distribution of mortgage loans through intermediaries, which regulates the
procedures for the use of external distribution networks for granting mortgages to non
captive customers in order to contain potential credit, operational and reputational
risks.
–
Policy on the portability, renegotiation, substitution and early repayment of the
mortgages of direct customers of the network banks, which provides UBI Group
guidelines for the portability (in both directions), the renegotiation, the substitution
and early repayment (partial or total) of mortgages. It complies with the new regulatory
framework recently introduced on the matter25 and is also designed, in agreement with
25 At the level of primary legislation: Decree Law No. 7 of 31/1/2007 (the “Bersani-bis decree”), as amended firstly on
its conversion into Law No. 40 of 2/4/2007 and then by Law No. 244 of 24/12/2007 (the 2008 finance act), with
663
UBI Banca S.c.p.A.
sector authorities26, with a view to minimising the times required, the conditions and
the related costs (by setting minimum services standards, amongst other things) and
also to equipping the Group with appropriate processes and instruments to manage
the relative risks (credit, operational and reputation).
–
Policy on the portability, renegotiation, substitution and early repayment of mortgages
granted through intermediaries, which relates to mortgages granted on the basis of
standing arrangements between the companies and banks in the Group and specific
distribution networks.
–
Policy on “single name” credit risk concentration, which sets maximum limits on
exposure to a single counterparty in order to limit risks of instability that would arise
from high rates of concentration of loans on major borrowers;
–
Risk-adjusted pricing policy, which defines a process to formulate and implement riskadjusted pricing approaches for various products which involve the assumption of
credit risk;
–
Policy for Centrobanca structured finance transactions, which sets specific limits and
constraints (especially with regard to rating classes and maturity) for the structured
finance transactions of Centrobanca. It combines the achievement of budget targets in
terms of volumes disbursed and profitability with appropriate management in terms of
concentration and distribution by rating classes.
2.3 Techniques for mitigating credit risk
The remaining positions in derivative instruments (CDS – Credit Default Swaps) existing as at
31st December 2007 amounting to approximately 341 million euro on capitalisation certificates
issued by insurance companies were closed in 2008.
During the same period UBI sold protection, again using CDSs, for a nominal amount of 65
million euro.
As concerns derivatives, overall exposure and concentration limits are laid down, as well as
qualitative constraints in terms of credit standards for individual counterparties. In addition,
collateral lodgement agreements (Credit Support Annex of the International Swap Derivatives
Association – ISDA) have been concluded in order to reduce the scale of exposure significantly.
For derivatives transactions with corporate customers, specific credit lines are opened for
derivatives products, the use of which is calculated on the basis of credit equivalents,
appropriately defined for each transaction.
particular reference to articles 7, 8 and 8-bis (the latter makes it absolutely forbidden to charge customers for
expenses relating to the preparation, production, delivery or other expenses, under any title, relating to
communications connected, amongst other things, with the laws just mentioned); Decree Law No. 93 of 27/5/’08, on
the renegotiation of floating rate mortgages for the purchase, construction and renovation of a principal dwelling (cf
article 3 in particular) for which the conversion into law is expected along with the definition of the convention
agreement it involves between the Italian Banking Association and the Ministry of the Economy and Finance to
establish the details of the terms and conditions for that renegotiation.
Other significant sources include: the agreement between the Italian Banking Association and consumer associations
of 2/5/2007 (subsequently amended with an additional declaration on 17/3/08 to extend the scope to include
mortgages assumed following division of debt) to define the maximum amount of the penalties for early repayment of
mortgages existing when Decree Law No. 7/07 came into force; the land agency memorandum No. 9 of 21/6/2007
containing initial indications concerning the issue of portability; the regulations for the interbank procedures for
transferring details of mortgages for portability purposes defined by the Italian Banking Association with various
memorandums issued between December 2007 and January ‘08; various interpretations issued by the Ministry for
Economic Development on 17/3/’08 received for information purposes by the Italian Banking Association and
distributed by it to its members on the treatment of notary expenses in portability transactions.
26
In this respect observations were made by the Antitrust Authority on 22/11/2007 and 27/5/2008 and a note was
issued by the Bank of Italy in April 2008 on the “Portability of finance contracts”.
664
UBI Banca S.c.p.A.
Further details of credit risk mitigation methods are given in Part E of the notes to the
consolidated financial statements.
2.4 Impaired financial assets
Limited positions are monitored at UBI of impaired financial assets.
Quantitative information
A. Credit quality
A.1 Impaired and performing exposures: amounts, impairment losses, dynamics,
economic and geographical distribution
A.1.1 Distribution of financial assets by portfolio and according to credit quality
(carrying amounts)
P o rtfo lio s/Quality
1. Financial assets held for trading
No n
perfo rming
lo ans
Impaired loans
Restructured
expo sures
P ast due
expo sures
Country risk
Other assets
T o tal
345
-
-
-
51.672
2.372.094
2 .4 2 4 .111
-
-
-
-
-
2.767.513
2 .7 6 7.5 13
3. Held-to -maturity financial assets
-
-
-
-
-
1.620.567
1.6 20 .5 6 7
4. Lo ans to banks
-
-
-
-
45
29.298.293
2 9 .2 98 .3 3 8
849
-
-
-
-
10.445.919
10 .44 6 .7 6 8
6. Financial assets at fair value
-
-
-
-
326.916
133.241
4 6 0.15 7
7. Financial assets held fo r dispo sal
-
-
-
-
-
13.931
13.9 3 1
-
-
-
-
-
72.787
7 2 .7 8 7
5. Lo ans to custo mers
31.12 .2 0 0 8
1.19 4
-
-
-
3 7 8.6 3 3
4 6.7 2 4 .3 45
47 .10 4.17 2
31.12 .2 0 0 7
9 13
-
-
-
4 5 9.3 9 4
3 6.6 4 8 .2 85
3 7 .10 8 .5 9 2
665
UBI Banca S.c.p.A.
A.1.2 Distribution of financial assets by portfolio and according to credit quality (gross
and net amounts)
Impaired asset s
Port f olios/ Qualit y
1. Financial asset s held f or t rading
Gross exposure
Specif ic
impairment
Ot her asset s
Port f olio
impairment
Net exposure
3.814
( 3.469)
-
345
2. A vailable-f or-sale f inancial asset s
-
-
-
-
3. Held-t o-mat urit y f inancial asset s
-
-
-
4. Loans t o banks
-
-
-
5. Loans t o cust omers
Gross
exposure
Port f olio
impairment
X
X
Net exposure
T o t al
( N et
exp o sur e)
2.423.766
2 . 4 2 4 . 111
2.767.513
2 . 7 6 7 . 5 13
2.767.513
-
-
1.620.567
-
1.620.567
1. 6 2 0 . 5 6 7
-
29.298.338
-
29.298.338
29.298.338
10.446.052
(133)
10.445.919
10 . 4 4 6 . 7 6 8
460.157
4 6 0 . 15 7
5.833
( 4.984)
-
849
6. Financial asset s at f air value
-
-
-
-
7. Financial asset s held f or disposal
-
-
-
-
8. Hedging derivat ives
-
-
-
-
X
X
13.931
X
X
13.931
13 . 9 3 1
72.787
72.787
3 1. 12 . 2 0 0 8
9.647
( 8.453)
-
1. 19 4
4 4 . 14 6 . 4 0 1
( 13 3 )
4 7 . 10 2 . 9 7 8
4 7 . 10 4 . 17 2
3 1. 12 . 2 0 0 7
1. 0 6 5
( 15 2 )
-
9 13
33.324.492
( 709)
3 7 . 10 7 . 6 7 8
3 7 . 10 8 . 5 9 1
Impaired assets held for trading consisted of a bond issued by Lehman Brothers for a nominal
amount of 4 million euro for which the fair value amounted to 8,625% of the nominal value.
The impairment amounting to 3,5 million euro was recognised within item 80 of the income
statement “Net profit (loss) from trading”. The further write-down with respect to the nominal
amount (0,3 million euro) was performed in prior years.
The following details on individual items are given with regard to non performing loans to
customers:
Description
Lehman Brothers Special Financing
Lehman Brothers International Europe
Other non performing loans to customers
Total
gross exposure
specific
impairment
net exposure
4.389,25
479,89
964,09
(4.389,25)
(438,50)
(156,66)
41,39
807,43
5.833,23
(4.984,41)
848,83
666
UBI Banca S.c.p.A.
A.1.3 On- and off-balance sheet exposures to banks: gross and net amounts
T ype o f expo sure/am o unts
Gro ss expo sure
Specific impairm ent
P o rtfo lio im pairm ent
Net expo sure
A . O n - ba la n c e s he e t e xp o s u re
a) No n perfo rming lo ans
-
-
-
-
b) Im paired lo ans
-
-
-
-
c) Restructured expo sures
-
-
-
-
d) P ast due expo sures
-
-
-
-
-
11.042
e) Co untry risk
f) Other assets
T o tal A
11.042
X
30.691.261
X
3 0 .7 0 2 .3 0 3
-
-
30.691.261
3 0 .7 0 2 .3 0 3
B . O f f - b a la nc e - s h e e t e xpo s u re s
a) Im paired
-
b) Other
-
3.973.997
T o tal B
X
3 .9 7 3 .9 9 7
-
-
-
(2.653)
3.971.344
( 2 .6 5 3 )
3 .9 7 1.3 4 4
Off-balance sheet – other, portfolio impairment relates mainly to write-downs of guarantees
granted on disbursements made by Group banks.
A.1.4 On-balance sheet exposures to banks: changes in gross impaired exposures and
those subject to “country risk”
D escrip t io n/ cat eg o ries
A . I ni t i a l g r o s s e x p o s ur e
No n p erf o rming
lo ans
-
- o f w hich: exp o sures t ransf erred no t d ereco g nised
Rest ruct ured
exp o sures
Imp aired lo ans
-
-
Past d ue exp o sures
-
-
-
-
C o unt ry risk
12 . 8 5 9
-
-
27
B .1 t ransf ers f ro m p erf o rming exp o sures
-
-
-
-
-
B .2 t ransf ers f ro m o t her cat eg o ries o f imp aired exp o sures
-
-
-
-
-
B .3 o t her increases
C . D ecr eases
-
-
-
-
27
( 1. 8 4 4 )
C.1 t ransf ers t o p erf o rming exp o sures
-
-
-
-
C.2 w rit e-o f f s
-
-
-
-
-
C.3 p ayment s received
-
-
-
-
(1.8 4 4 )
C.4 f ro m d isp o sals
-
-
-
-
-
C.2 t ransf ers t o o t her cat eg o ries o f imp aired exp o sures
-
-
-
-
-
C.6 o t her d ecreases
-
-
-
-
-
D . F i na l g r o s s e x p o s ur e
- o f w hich: exp o sures t ransf erred no t d ereco g nised
-
-
667
-
-
-
11. 0 4 2
-
UBI Banca S.c.p.A.
-
A.1.5 On-balance sheet exposures to banks: changes in total net impairment losses
No n p erf o rming
loans
Descrip t io n/ cat eg o ries
A . T o t a l i ni t i a l ne t i mp ai r ment
-
- o f which: exp osures t ransf erred no t d ereco g nised
Rest ruct ured
exp o sures
Imp aired loans
-
B .2 t ransf ers f ro m o t her cat eg ories o f impaired expo sures
B .3 o t her increases
C . D ecreases
-
-
B .1 imp airment lo sses
Past d ue exp o sures
-
-
Co unt ry risk
1
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
( 1)
C.1 writ e-b acks as a result of valuat ion
-
-
-
-
(1)
C.2 writ e-backs f or p ayment s received
-
-
-
-
-
C.3 writ e-of f s
-
-
-
-
-
-
-
-
-
-
-
-
-
-
C.2 t ransf ers t o o t her cat ego ries o f imp aired exp o sures
C.5 o t her d ecreases
D . T o t a l f i na l ne t i mp a i r me nt
-
-
-
-
-
-
-
A.1.6 On- and off-balance sheet exposures to customers: gross and net amounts
T ype o f expo s ure/am o unts
Gro s s expo s ure
Spec ific im pairm ent
P o rtfo lio im pairm ent
N et expo s ure
A . O n - b a la n c e s h e e t e xp o s u r e
a) N o n perfo rm ing lo ans
9.647
(8.453)
-
1.194
b) Im paired lo ans
-
-
-
-
c ) R es truc tured expo s ures
-
-
-
-
d) P as t due expo s ures
-
-
-
-
e) C o untry ris k
367.591
X
-
367.591
f) Other as s ets
14.725.005
X
(133)
14.724.872
T o tal A
15 .10 2 .2 4 3
( 8 .4 5 3 )
( 13 3 )
15 .0 9 3 .6 5 7
B . O f f - b a la n c e - s h e e t e xp o s u re s
a) Im paired
6.100
b) Other
(12)
1.755.691
T o tal B
X
1.7 6 1.7 9 1
( 12 )
-
6.088
(9.308)
1.746.383
( 9 .3 0 8 )
1.7 5 2 .4 7 1
Impaired off-balance sheet exposures amounting to 6,1 million euro relate to a position
classified as being restructured in 2008 and on which a specific write-down of 12 thousand
euro was performed.
668
UBI Banca S.c.p.A.
A.1.7 On-balance sheet exposures to customers: changes in gross impaired exposures
and those subject to “country risk”
Descript io n/ cat eg o ries
A . I ni t i a l g r o s s e x p o s ur e
No n
perf o rming
lo ans
1. 0 6 4
B . I nc r e a s es
Imp aired lo ans
-
C . D e cr ea s e s
-
-
4 4 6 . 53 6
-
-
-
3 9 6 . 50 8
-
-
-
-
-
-
-
-
8 .6 83
-
-
-
3 9 6.508
( 10 0 )
C.1 t ransf erred t o p erf o rming lo ans
Co unt ry risk
-
B .2 t ransf ers f ro m o t her cat eg o ries o f imp aired exp o sures
B .3 Ot her increases
Past d ue
exp o sures
-
8 .6 8 3
B .1 t ransf ers f ro m p erf orming exp o sures
Rest ruct ured
exp o sures
-
-
-
-
( 4 75.4 53 )
-
-
-
-
(10 0)
-
-
-
-
C.3 p ayment s received
-
-
-
-
(3 3 3.0 2 1)
C.4 f ro m dispo sals
-
-
-
-
-
C.2 t ransf ers t o o t her cat eg o ries o f imp aired exp o sures
-
-
-
-
-
C.6 o t her decreases
-
-
-
-
(142 .4 3 2 )
C.2 writ e-of f s
D . F i nal g r o ss e xp o s ur e
- o f which: exp o sures t ransf erred not d ereco g nised
9 .6 4 7
-
-
-
-
-
3 6 7.59 1
-
-
A.1.8 On-balance sheet exposures to customers: changes in total net impairment losses
Descrip t io n/ cat eg o ries
A . T o t al i ni t i a l ne t i mp a i r ment
No n p erf o rming
loans
( 152 )
- o f which: exp osures t ransf erred no t dereco g nised
B . I nc r ea s es
B .1 imp airment lo sses
-
Past d ue exp osures
-
( 8 . 4 0 7)
-
-
-
Co unt ry risk
-
-
-
(8 .40 7)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
B .2 t ransf ers f ro m o t her cat eg ories o f imp aired exp osures
B .3 Ot her increases
C . D ec r e as e s
Rest ruct ured
exp osures
Imp aired lo ans
10 6
-
-
-
-
C.1 writ e-b acks as a result o f valuat io n
5
-
-
-
-
C.2 writ e-backs f o r payment s received
-
-
-
-
-
101
-
-
-
-
-
-
-
-
-
-
-
-
-
C.3 writ e-of f s
C.4 t ransf ers t o o t her cat eg ories o f imp aired exp osures
C.5 ot her d ecreases
D . T o t al f i na l ne t i mp a i r ment
- o f which: exp osures t ransf erred no t dereco g nised
( 8 . 4 53 )
-
-
669
-
-
-
-
UBI Banca S.c.p.A.
Lending to customers: gross and net amounts
3 1. 12 . 2 0 0 8
Non
p e r f o r mi ng
l o a ns
G r o s s e xp o sur e
5. 8 3 3
I mp ai r e d l o ans
R e st r uc t ur ed
e xp o s ur e s
-
-
P a st d ue
e xp o sur e s
P e r f o r mi ng
l o a ns
C o unt r y r i sk
-
-
10 . 4 4 6 . 0 5 2
- Financing
5.83 3
-
-
-
-
- Securit ies
-
-
-
-
-
S p ec i f i c i mp a i r me nt
( 4 .9 8 4 )
-
-
-
-
10.3 27.63 9
118 .413
X
- Financing
(4.98 4 )
-
-
-
-
X
- Securit ies
-
-
-
-
-
X
P o r t f o l i o i mp ai r ment
-
-
-
-
-
( 13 3 )
- Financing
-
-
-
-
-
- Securit ies
-
-
-
-
-
TOTA L
849
-
-
670
-
-
(13 3 )
10 . 4 4 5. 9 19
UBI Banca S.c.p.A.
A.2 Classification of exposures on the basis of external and internal ratings
A.2.1. Distribution of on- and off-balance sheet exposures by class of external rating
Expo s ures
External rating clas s es
A aa/A a3
A . O n b a la n c e s h e e t e xpo s u re s
B . D e riv a t iv e s
A 1/A 3
B aa1/B aa3
B 1/B 3
5 3 6 .17 3
2 6 .16 8
7 .0 8 0
3 .8 5 3
4 .7 4 5 .8 19
3 7 .2 5 6 .2 13
4 5 .7 9 5 .4 5 3
-
-
-
-
5 9 9 .0 6 3
6 2 2 .9 3 7
1.2 2 2 .0 0 0
B .2 C redit derivativ es
-
-
-
-
5 5 .18 9
T o tal
T o tal
-
D . C o m m it m e n t s t o g ra n t f u n ds
B a1/B a3
Intragro up
3 .2 2 0 .14 7
B .1 F inanc ial derivatives
C . G u a ra n t e e s gr a nt e d
With no rating
5 0 .10 0
-
-
-
-
-
-
-
594.576
622.937
4.487
16 5 .4 2 2
3 .4 6 8 .0 8 3
1.217.513
4.487
3 .7 3 8 .7 9 4
19
-
-
-
-
3 0 0 .7 19
4 0 .2 7 9
3 4 1.0 17
3 .2 7 5 .3 5 5
5 8 6 .2 7 3
2 6 .16 8
7 .0 8 0
3 .8 5 3
5 .8 11.0 2 3
4 1.3 8 7 .5 12
5 1.0 9 7 .2 6 4
671
UBI Banca S.c.p.A.
A.2.2. Distribution of on- and off-balance sheet exposures by class of internal rating
MAJOR BORROWER SEGMENT
Exposures
Internal rating classes
1
2
3
4
5
Total
6
7
8
9
with no rating
A. On balance sheet exposures
-
-
14.448
14.233
-
5.458
-
-
-
28.408
62.547
B. Derivatives
-
-
-
-
-
-
-
-
-
-
-
B.1Financial derivatives
-
-
-
-
-
-
-
-
-
-
-
B.2 Credit derivatives
-
-
-
-
-
-
-
-
-
-
-
C. Guarantees granted
-
-
29.000
135.239
-
-
-
-
-
-
164.239
-
-
-
-
-
-
-
-
-
-
-
-
-
43.448
149.472
-
5.458
-
-
-
28.408
226.786
D. Commitments to grant funds
Total
In consideration of the type of transactions present in the UBI Banca lending portfolio, only the ratings for “Major Borrowers” are
presented. This model combines objective, quantitative judgements (represented by financial statements) with subjective and qualitative
assessments based on five areas of investigation: shareholder base, management, sector, competitive environment and financial
flexibility.
The final rating assigned to a counterparty also gives explicit consideration to its membership of a group of companies and its strategic
importance to it and/or degree of protection obtained from it.
Percentage analyses of lending portfolio positions subject to internal rating
The table has not been published because of the negligible percentage of the exposure that is subject to internal rating. The low percentage
of cover for UBI Banca loans is because of the extremely small volume of the Bank’s traditional lending business and the prevalence of
positions in financial instruments.
672
UBI Banca S.c.p.A.
A.3 Distribution of guaranteed/secured exposures by type of guarantee
A.3.1 On-balance sheet guaranteed/secured exposures to banks and to customers
A mo unt o f
expo sure
T o tal
( 1) +( 2 )
P erso nal guarantees (2)
Secured (1)
Credit derivatives
Guaranteed lo ans
1. Guaranteed/secured expo sures
to wards banks
1.1. fully guaranteed/secured
1.2. partially guaranteed/secured
57.055
-
57.055
-
-
-
-
-
-
-
-
-
57.055
4.176.910
-
4.144.292
-
-
-
-
-
-
-
-
-
4.144.292
3.076
-
3.076
-
-
-
-
-
-
-
-
-
3.076
-
-
-
-
-
-
-
-
-
-
-
-
-
2. Guaranteed/secured expo sures
to wards custo mers
2.1. fully guaranteed/secured
2.2. partially guaranteed/secured
Exposures to banks relate to reverse repurchase agreements entered into mainly with Group member companies. For partially
secured/guaranteed exposures, the amount of the guarantee relates to the value of the security used as collateral in the repurchase
agreements, while credit exposures includes amounts accruing as at 31st December 2008.
Exposures to customers related to reverse repurchase agreements entered into with the Cassa di Compensazione e Garanzia (central
counterparty clearing) on 31st December 2008.
The securities underlying the reverse repurchase agreements entered into with banks in the Group were used in part for intraday
advances with the Bank of Italy as follows:
-
securities issued by Group member companies for a nominal amount of 2.468.600 thousand euro
other securities for a nominal amount of 206.500 thousand euro.
Repurchase agreements were also entered into with the ECB amounting to 400.059 thousand euro.
673
UBI Banca S.c.p.A.
A.3.2 Off-balance sheet guaranteed/secured exposures to banks and to customers
There are no off-balance sheet exposures to banks and to customers
A.3.3 On-balance sheet impaired guaranteed/secured exposures to banks and to customers
If positions with companies connected with Lehman Brothers already reported in detail are excluded, other on-balance sheet
exposures relate to unsecured positions with customers which are not significant and for which it is expected to recover the
amounts recognised in the financial statements. The total exposure net of write-downs on loans amounted to 807 thousand
euro.
A.3.4 Off-balance sheet impaired guaranteed/secured exposures to banks and to customers
There are no off-balance sheet impaired guaranteed/secured exposures to banks and to customers
674
UBI Banca S.c.p.A.
B. Distribution and concentration of credit
B.1 Distribution by business sector of on- and off balance sheet exposures to customers
Ex posur es/ Count er par t ies
Gov er nment s and Cent r al Bank s
Ot her public aut hor it ies
Financ ial c ompanies
Insur anc e c ompani es
Non f inanc ial c ompanies
Ot her
A . O n b a l a n c e sh e e t
e x p o su r e s
A.1 Non per f or ming loans
-
-
-
-
-
-
-
-
4. 86 9
(4. 828)
-
41
-
-
-
-
964
( 156)
-
80 8
3. 814
(3. 469)
-
3 45
A.2 Impair ed loans
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
73 3. 716
3. 882
-
3. 882
8. 403. 83 2
-
33. 251
1 06. 682
-
5. 811. 2 33
A.3 Rest r uc t ur ed
ex posur es
A.4 Past due ex posur es
A.5 Ot her ex posur es
Tot a l
733. 71 6
X
733.716
-
-
733.716
X
3. 882
-
-
3.882
8.408.701
X
(4. 828)
-
-
-
(99)
8. 4 03. 733
3 3. 251
(99)
8.403.774
X
33. 251
-
-
33.251
107.646
X
(156)
-
-
-
(3 4)
106. 64 8
5. 811. 233
(34)
107.456
5. 815.047
X
(3.469)
-
5.811.578
B . Of f - ba l a nc e
sh e e t e x p o su r e s
B.1 Non per f or ming loans
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
B.2 Impair ed loans
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
B.3 Ot her impair ed asset s
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
6. 100
(12)
-
6. 08 8
-
-
-
-
B.4 Ot her ex posur es
-
-
-
-
-
-
1. 373. 69 4
(1 . 320)
1. 3 72. 374
5 0. 000
-
50. 000
2 89. 861
(7. 98 8)
281. 87 3
42. 1 36
-
42. 1 36
-
X
-
X
X
-
-
-
-
-
1.373.694
-
(1.320)
1.372.374
50. 000
-
50.000
295.961
(7.988)
287.961
42.136
-
42.136
-
-
733.716
3. 882
-
-
3.882
9.782.395
(4. 828)
(1.419)
9.776.148
83. 251
-
-
83.251
403.607
(168)
(8.022)
395.417
5. 857.183
(3.469)
-
5.853.714
3 1. 12 . 2 0 0 7
2.695.616
-
(1)
2.695. 615
26
-
-
26
12.456.833
(82)
(570)
12.456.181
901.638
-
-
901.638
788.846
(52)
(402)
788.392
97.130
(18)
(3)
97.109
UBI Banca S.c.p.A.
(12)
X
733.716
675
-
X
3 1. 12 . 2 0 0 8
Tot a l
-
X
-
B.2 Distribution of loans to resident non-financial enterprises
31.12.2008
- Other services destined for sale
41.790
- Electrical materials and equipment
392
- Commerce, recovery and repair services
230
- Food products and beverages
142
- Paper, printing products and publishing
43
Total
42.597
B.3 Geographical distribution of on- and off-balance sheet exposures to customers
Exposures/ Geographical areas
ITALY
Gross exposure
OTHER EUROPEAN COUNTRIES
Net exposure
Gross exposure
AM ERICA
Gross
exposure
Net exposure
ASIA
Net
exposure
Gross
exposure
REST OF THE WORLD
Net
exposure
Gross
exposure
Net
exposure
A . O n b al ance sheet exp o sur es
A.1 Non perf orming loans
964
808
-
-
8.683
386
-
-
-
A.2 Impaired loans
-
-
-
-
-
-
-
-
-
-
A.3 Rest ruct ured exposures
-
-
-
-
-
-
-
-
-
-
A.4 Past due exposures
A.5 Ot her t ransact ions
TOTA L
-
-
-
-
-
-
-
-
-
-
-
14.360.153
14.360.042
181.464
181.442
493.879
493.879
3.853
3.853
53.247
53.247
14 . 3 6 1. 117
14 . 3 6 0 . 8 50
18 1. 4 6 4
18 1. 4 4 2
50 2 . 56 2
4 9 4 .2 6 5
3 . 8 53
3 . 8 53
53 . 2 4 7
53 . 2 4 7
-
B . O f f - b al ance sheet
exp o sur es
B.1 Non perf orming loans
-
-
-
-
-
-
-
-
-
B.2 Impaired loans
-
-
-
-
-
-
-
-
-
-
6.100
6.088
-
-
-
-
-
-
-
-
B.3 Ot her impaired asset s
B.4 ot her exposures
1.564.540
TOTA L
1. 570 . 6 4 0
1.555.232
1. 56 1. 3 2 0
31.229
3 1. 2 2 9
31.229
159.922
3 1. 2 2 9
159 . 9 2 2
159.922
-
-
159 . 9 2 2
-
-
-
-
3 1. 12 . 2 0 0 8
15. 9 3 1. 757
15. 9 2 2 . 170
2 12 . 6 9 3
2 12 . 6 71
6 6 2 .4 8 4
6 54 . 18 7
3 . 8 53
3 . 8 53
53 . 2 4 7
53 . 2 4 7
3 1. 12 . 2 0 0 7
14 . 8 0 7. 3 6 9
14 . 8 0 6 . 79 8
1. 19 8 . 116
1. 19 7. 9 4 5
9 0 8 . 6 71
9 0 8 .2 8 6
-
-
2 5. 9 3 2
2 5. 9 3 2
676
UBI Banca S.c.p.A.
B.4 Geographical distribution of on- and off-balance sheet exposures to banks
Exposures/Geographical areas
ITALY
Gross exposure
OTHER EUROPEAN COUNTRIES
Net exposure
Gross exposure
AM ERICA
Gross
exposure
Net exposure
ASIA
Net
exposure
Gross
exposure
REST OF THE WORLD
Net
exposure
Gross
exposure
Net
exposure
A . On b alance sheet exp o sur es
A.1 Non performing loans
-
-
-
-
-
-
-
-
-
-
A.2 Impaired loans
-
-
-
-
-
-
-
-
-
-
A.3 Restructured exposures
-
-
-
-
-
-
-
-
-
-
A.4 Past due exposures
-
-
-
-
-
-
-
-
-
-
30.070.595
30.070.595
566.857
566.857
53.814
53.814
5.331
5.331
5.706
5.706
A.5 Other transactions
T OT A L
3 0 .0 70 .59 5
3 0 .0 70 .59 5
56 6 .8 57
56 6 .8 57
53 .8 14
53 .8 14
5.3 3 1
5.3 3 1
5.70 6
5.70 6
B . Of f - b alance sheet
exp o sures
B.1 Non performing loans
-
-
-
-
-
-
-
-
-
-
B.2 Impaired loans
-
-
-
-
-
-
-
-
-
-
B.3 Other impaired assets
B.4 other exposures
-
-
-
-
-
-
-
-
-
3.265.809
2.973.309
627.759
627.759
77.776
77.776
-
-
-
T OT A L
3 .2 6 5.8 0 9
2 .9 73 .3 0 9
3 1.12 .2 0 0 8
3 3 .3 3 6 .4 0 4
3 3 .0 4 3 .9 0 4
3 1.12 .2 0 0 7
2 5.3 8 4 .2 50
2 5.3 8 4 .2 18
6 2 7.759
-
-
-
-
6 2 7.759
77.776
77.776
-
1.19 4 .6 16
1.19 4 .6 16
13 1.59 0
13 1.59 0
5.3 3 1
5.3 3 1
5.70 6
5.70 6
1.6 2 6 .4 57
1.6 2 6 .4 14
4 7.757
4 7.756
17.8 0 4
17.8 0 4
12 .73 3
12 .73 3
B.5 Large exposures (according to supervisory regulations)
No positions were recorded in the category large exposures.
677
UBI Banca S.c.p.A.
C. Securitisation and asset disposal transactions
C.1 Securitisation transactions
Three securitisations were performed in 1999, 2000 and 2001 by the former Banca Popolare
di Bergamo – Credito Varesino, now UBI Banca under the terms of Law No. 130/99 on
performing mortgage loans to private individuals resident in Italy. These operatrions were
performed to support the considerable expansion in the home mortgage lending sector.
All the securitisation operations described above were carried out with the assistance of SPEs
established for that purpose, as provided for by Law No. 130/1999. The Bank holds no
interests in those companies, in order: Albenza Srl, Albenza 2 Società per la Cartolarizzazione
Srl and Albenza 3 Società per la Cartolarizzazione Srl.
The SPEs selling the securitised loans appointed UBI as the servicer. UBI in its turn signed a
sub-servicing contract with its subsidiary Banca Popolare di Bergamo Spa, delegating to it
principally the task of managing relations with customers, the receipt of instalments on
mortgage repayments and in-court and out-of-court debt collection.
The consideration received by UBI Banca during the year for that activity amounted to 176
thousand euro.
The Bank uses the sub-servicer support and its own Credit Area and Risk Management Area
specialist departments under the direct control of the Administration and Tax Area to
constantly monitor the performance of operations with the periodic production of quarterly
reports to senior management and to the supervisory body on the performance of debt
collection and the quality of the portfolio.
During 2008 these parameters continued to be satisfactory.
On 15th August 2008 the Albenza Srl transaction was closed down in advance in accordance
with contracts. The right to repurchase loans, held under contract by UBI Banca Scpa, was
transferred to Banca Popolare di Bergamo Spa which recognised the loans transferred in its
financial statements. The relative servicing activity therefore closed down on 31st July 2008.
To complete the information, the Albenza 2 Srl transaction was also closed down in advance
on 15th January 2009 in a similar manner and the relative servicing activity was wound up
on 31st December 2008.
678
UBI Banca S.c.p.A.
C.1.1 Exposures resulting from securitisation transactions by quality of the underlying assets
E xp o s u r e s o n lo a n s
S e n io r
M e zz a n in e
G u a r a n t e e s g ra n t e d
J u n io r
S e n io r
M e zz a n in e
C r e d it lin e s
J u n io r
S e n io r
M e z za n in e
J u n io r
Q u a lit y o f u n d e rly in g a s s e t s / E xp o s u r e s
A . W it h o w n u n d e r ly in g a s s e t s :
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
a ) Im p a ir e d
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
b) O ther
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
2 4 .2 5 1
2 4 .2 5 1
B . W it h u n d e rlyin g a s s e t s o f o t h e rs :
a ) Im p a ir e d
b) O ther
17 4 . 6 2 0
17 4 . 6 2 0
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
17 4 .6 2 0
17 4 .6 2 0
-
-
2 4 .2 5 1
2 4 .2 5 1
-
-
-
-
-
-
-
-
-
-
-
-
C.1.2 Exposures resulting from “own” securitisation operations by type of securitised assets and by type of exposure
There were no exposures resulting from “own” securitisation transactions.
679
UBI Banca S.c.p.A.
C.1.3 Exposures resulting from the principal “third party” securitisation transactions by type of securitised assets and by type of
exposure
Expo sures o n lo ans
Senio r
M ezzanine
Guarantees granted
Junio r
Senio r
M ezzanine
Credit lines
Junio r
Senio r
M ezzanine
Junio r
Type o f underlying assets/Expo sures
A .1 Descriptio n
ORIO FINA NCE 1P LC
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
17.344
(442)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
6.907
-
-
-
-
-
-
-
-
-
-
-
-
-
44.311
24
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
40.101
(501)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
90.208
(111)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
A .2 M o rtgages o n pro perties
ORIO FINA NCE 2 P LC
ORIO FINA NCE 3 P LC
CB O INVESTM ENT JERSEY LTD
A .5 Securities
Carto larizzazio ne INP S 19 TV - So cietà S.C.C.I. 2019
A .6
A B S Securities
Carto larizzazio ne INP S 18 TV - So cietà S.C.C.I. 2019
The security Orio Finance 1, recognised in the financial statements as at 31.12.2007, was called on 15.08.2008 and amounted to approximately 26,9
million euro. The redemption of the security gave rises to a loss of 0,3 million euro.
To complete the information the security Orio Finance 2 was called on 15.01.2009 and amounted to approximately 17 million euro (in addition to the
payment of interest). The redemption of the security gave rise to a loss of approximately 0,4 million euro which was reflected in the carrying amount
for the security in the financial statements as at 31st December 2008.
680
UBI Banca S.c.p.A.
C.1.4 Exposures to securitisations by portfolio and type
Expo sure/po rtfo lio
1. On balance sheet expo sures
- " Senio r"
F inancial assets
held fo r trading
F inancial assets fair
value o ptio ns
6 8 .5 6 2
- " Junio r"
2. Off-balance sheet expo sures
H eld-to -m aturity
financial assets
19 8 .8 7 1
17 9 .8 7 0
-
-
17 4 .6 2 0
12 7 .0 9 9
-
-
-
-
-
-
-
24.251
-
-
-
-
2 4 .2 5 1
5 2 .7 7 1
-
-
- " Senio r"
-
-
-
-
-
-
-
- " M ezzanine"
-
-
-
-
-
-
-
- " Junio r"
-
-
-
-
-
-
-
681
-
-
3 1.12 .2 0 0 7
130.309
-
-
3 1.12 .2 0 0 8
-
-
13 0 .3 0 9
Lo ans
44.311
- " M ezzanine"
-
A vailable-fo r-sale
financial assets
-
-
UBI Banca S.c.p.A.
C.1.5 Total amount of the securitised assets underlying the junior securities or other
forms of lending support
A ss ets /A mounts
Traditional
sec uritis ations
A. Ow n unde r lying as s e ts :
A .1 Subject to f ull w rite-of f
Synthetic
securitisations
-
-
1. Non perf orming loans
-
-
2. Impaired loans
-
-
3. Res tructured exposures
-
-
4. Past due ex pos ures
-
-
5. Other as sets
-
-
-
-
-
-
2. Impaired loans
-
-
-
-
-
-
5. Other as sets
-
-
-
-
-
-
2. Impaired loans
-
-
-
-
-
-
5. Other as sets
-
-
141.464
2.746
-
217
-
-
-
138.501
-
A .2 Subject to partial w rite-of f
A .3 Not derecognis ed
B. Unde r lying as s e ts of othe r s :
B.1 Non perf orming loans
B.2 Impaired loans
B.3 Rescheduled exposures
B.4 Pas t due exposures
B.5 Other assets
C.1.6 Interests in special purpose entities
Section 1, sub-section C ‘securitisation and asset disposal transactions’ in Part E of the notes
to the consolidated financial statements may be consulted with regard to interests held in
SPEs for a description of all the securitisation transactions performed by Group member
companies and the relative interests held by UBI Banca as the Parent Bank.
682
UBI Banca S.c.p.A.
C.1.7 Servicer activity – payments received on securitised loans and redemptions of securities issued by the special purpose entity
Special purpose entity
Securitised assets (end of
period f igure)
Payments received on loans
during year
Percentage of securities redeemed (the end of period f igure)
Senior
Impaired
Albenza Srl
Albenza 2 Società per la cartolarizzazione Srl
Albenza 3 Società per la cartolarizzazione Srl
Performing
2.050
913
63.497
75.005
683
Impaired
Performing
44
14
61.222
18.359
29.744
Impaired
assets (%)
0%
0,02%
0%
Performing
assets (%)
100,00%
77,06%
80,57%
UBI Banca S.c.p.A.
Mezzanine
Impaired
assets (%)
0%
0%
0%
Performing
assets (%)
0%
0%
0%
Junior
Impaired
assets (%)
0%
0%
0%
Performing
assets (%)
0%
0%
0%
C.2 Disposal transactions
C.2.1. Financial assets transferred not derecognised
Type/ Port f olio
Financial asset s held f or
t rading
Financial asset s at f air
value
Available- f or- sale
f inancial asset s
Held- t o- mat urit y
f inancial asset s
Lending t o banks
Lending t o cust omers
Tot al
A. Financial asset s
1. Debt securities
556.295
231.339
254.312
-
-
-
127.969
783.492
907.199
632.304
687.188
988.263
30.282
6.809.103
11.626.009
-
-
-
-
-
-
-
-
-
-
-
-
3. O.I.C.R.
-
-
-
-
-
-
-
-
-
4. Financing
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
5. Impaired assets
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
B. Derivat ive inst rument s
-
-
-
3 1.12 .2 0 0 8
556. 295
231. 339
254. 312
-
-
-
127. 969
783. 492
907. 199
632. 304
687. 188
988. 263
30. 282
6. 809. 103
11. 626. 009
-
-
-
3 1.12 .2 0 0 7
1. 148. 482
-
-
-
-
-
246. 646
105. 670
307. 262
204. 712
853. 288
1. 039. 863
453. 836
3. 251. 815
3. 527. 033
-
-
-
684
UBI Banca S.c.p.A.
9.857.972
6.264.449
-
-
-
-
-
-
-
-
-
-
9. 857. 972
6. 264. 449
C.2.2 Financial liabilities resulting from financial assets transferred not derecognised
L ia b ilit y/ A s s e t p o r t f o lio
1. D u e t o c u s t o m e r s
F in a n c ia l
a s s e t s h e ld f o r
t r a d in g
F in a n c ia l
a s s e t s a t f a ir
v a lu e
7 14 .4 3 2
a) agains t fully rec o gnis ed as s ets
-
483.275
b) agains t partially rec o gnis ed as s ets
2 . D ue t o ba nk s
231.157
7 1.5 18
a) agains t fully rec o gnis ed as s ets
b) agains t partially rec o gnis ed as s ets
9 3 5 .6 2 7
126.995
-
808.632
-
-
L e n d in g t o
ba nk s
2 8 9 .12 3
-
-
71.518
H e ld - t o m a t u r it y
f in a n c ia l
assets
A v a ila b le - f o rs a le f in a n c ia l
assets
-
123.705
T o tal
-
165.418
9 9 1.3 17
-
L e n d in g t o
c u s t o m e rs
6 .7 7 9 .5 0 0
1.9 3 9 .18 2
-
-
7 .8 4 2 .3 3 5
460.025
30.431
-
-
-
-
531.292
6.749.069
-
3 1.12 .2 0 0 8
785.950
-
935.627
1.280.440
6.779.500
-
3 1.12 .2 0 0 7
1.153.843
-
345.511
1.007.597
3.701.428
-
685
UBI Banca S.c.p.A.
D. Models for the measurement of credit risk
The development of a portfolio credit risk model is currently continuing with regard to the
measurement of credit risk. It uses an Algorithmics PCRE – portfolio credit risk engine – which
considers the total risk of a credit portfolio by modelling and capturing the component that
results from the correlation of counterparty defaults, calculating credit losses and capital at credit
risk at portfolio level.
SECTION 2 – Market risk
2.1 Interest rate risk – Supervisory trading portfolio
A. General aspects
The considerations that follow relate exclusively to the “trading book”, as defined by supervisory
regulations. Equity investments in other companies classified as for trading according to IAS and
the portfolios for balanced trading are excluded.
The management of the Group’s financial risks is centred in general on UBI by means of the
Finance Area. Exception is made for the portfolio for which management has been delegated to
UBI Pramerica SGR by the Parent Bank and for portfolios managed directly by Centrobanca, IW
Bank, BDG and UBI Banca International.
B. Processes for the management and methods of measurement of interest rate
risk
The guidelines for the assumption and monitoring of market risk in the UBI Banca Group are
defined in the policy for financial risk management. The Parent Bank intervenes in the process of
managing and monitoring financial risk as follows:
• definition of methods for measuring financial risks. These methods are approved by the
Management Board of the Parent Bank and are submitted to the Boards of Directors of
individual Group member companies for implementation;
• definition of strategic guidelines and of the target range for the total ALM positioning of the
Group and individual companies (ordinarily when budgets are formulated). This
positioning is approved by the UBI Management Board on the proposal of the Finance
Committee and is submitted to the Boards of Directors of individual Group member
companies for implementation;
• definition of the type of investments, risk limits and quantification of these for the Group
as a whole and for each Group member company in respect of investment portfolios. These
limits are approved by the UBI Management Board on the proposal of the Finance
Committee and are submitted to the Boards of Directors of individual Group member
companies for implementation;
• monitoring, co-ordination and strategic control by the Finance Committee on
developments in the management of financial risks. Reports on portfolios subject to credit
risk must be systematically forwarded also to the Credit Area;
686
UBI Banca S.c.p.A.
•
•
in the presence of particular conditions, the Finance Committee makes proposals for
urgent intervention and corrective action if necessary to Group risk assumption centres;
design and management of the system of internal controls, in accordance with the relative
specific regulations.
Further information is given in the corresponding sub-section of the notes to the consolidated
financial statements which may be consulted.
1. Supervisory trading portfolio: distribution by residual life (date of repricing) of the
financial assets and liabilities and financial derivatives.
This section has not been provided because the subsequent section provides an analysis of
sensitivity to interest rate risk.
2. Supervisory trading portfolio: internal models and other methods of sensitivity analysis.
The graph below shows the changes in daily VaR that occurred in 2008 for the UBI Banca trading
portfolios.
Change in market risk: daily market VaR for UBI Banca in 2008
6,000,000
5,000,000
4,000,000
3,000,000
2,000,000
1,000,000
0
Market VaR does not include VaR on hedge funds, instruments for which a specific investment policy is employed as
detailed in sub-section 2.3
687
UBI Banca S.c.p.A.
VaR by risk factor calculated on the entire UBI Banca trading book as at 31st December 2008 is
given below.
UBI
Trading Portfolio
Currency risk
31-dec-08
49.333
Interest rate risk
4.998.440
Equity risk
2.233.737
Credit risk
313.783
Volatility risk
Diversification effect (*)
Total
216.524
(3.079.718)
4.732.099
(2) The diversification effect is given by the imperfect correlation between the different risk factors present in the portfolio.
Backtesting analysis
Backtesting analysis is designed to monitor the predictive power of the VaR model adopted. It
uses a theoretical Profit & Loss calculated on the basis of hypothetical changes in the value of the
portfolio, determined by revaluing at the time “t” the positions at the end of the day at “t-1”
(assuming the positions are unchanged).
The backtesting analysis for the UBI Banca trading book in 2008 is given below. Backtesting on
the UBI Banca supervisory trading book recorded five cases when the P&L was exceeded with
respect to the VaR limit due to conditions of particular stress on financial markets.
UBI Banca Trading Book: Backtesting 2008
11,700,000
6,700,000
1,700,000
-3,300,000
-8,300,000
688
UBI Banca S.c.p.A.
Stress test analyses
The Group has a stress testing programme designed to analyse the reaction of portfolios to risk
factor shocks with the objective of verifying the capacity of the supervisory capital to absorb very
large potential losses and to identify possible measures needed to reduce risks and conserve the
capital itself.
The stress tests are based on theoretical shocks: they consist of specially created extreme shifts in
interest rate (short, medium and long term), credit spread, exchange rate, equity price and
volatility curves.
The results of the theoretical stress tests performed on the UBI Banca portfolios are given below.
The effect of theoretical shocks on the UBI Banca trading and banking books
Date 31/12/2008
UBI
Trading Book
Change in NAV
UBI
Banking Book
%
Change in NAV
Total
UBI
%
Change in NAV
%
Risk Factors IR
Shock
Parallel+(+50b.p.)
-25.013.290
-2,35%
-20.184.552
-0,54%
-45.197.842
-0,94%
Risk Factors IR
Shock
Parallel- (-50b.p.)
26.068.783
2,45%
19.875.742
0,53%
45.944.525
0,95%
Risk Factors IR
Shock
Peak+(+40b.p. on intermediate curve)
-4.254.547
-0,40%
-14.776.578
-0,39%
-19.031.125
-0,39%
Risk Factors IR
Shock
Peak-(-40b.p. on intermediate curve)
3.730.484
0,35%
15.007.975
0,40%
18.738.458
0,39%
-30.212.382
-2,84%
-32.810.913
-0,87%
-63.023.295
-1,31%
31.189.757
2,93%
32.621.699
0,87%
63.811.456
1,32%
Risk Factors IR
Shock
+1 b.p.
-509.749
-0,05%
-398.412
-0,01%
-908.161
-0,02%
Risk Factors IR
Shock
-1 b.p.
510.220
0,05%
398.278
0,01%
908.498
0,02%
Risk Factors IR
Shock
+100 b.p.
-49.398.521
-4,65%
-41.159.781
-1,09%
-90.558.303
-1,88%
Risk Factors IR
Shock
-100 b.p.
53.260.249
5,01%
40.386.954
1,07%
93.647.203
1,94%
Risk Factors Equity
Shock
10%
1.619.451
0,15%
1.903.630
0,05%
3.523.081
0,07%
Risk Factors Equity
Shock
-10%
-1.619.674
-0,15% -
1.903.630
-0,05%
-3.523.304
-0,07%
666.211
0,02%
341.711
0,01%
1.263.348
-0,03%
-1.019.882
-0,02%
-27.838.399
-0,74%
-29.690.194
-0,62%
Risk Factors IR
Shock
Tilt+(flattening of the curve)
Risk Factors IR
Shock
Tilt- (steepening of the curve)
Risk Factors Volatility
Shock
20%
-324.499
Risk Factors Volatility
Shock
-20%
243.466
Risk Factors Credit Spread
Shock
-1.851.795
-0,03%
0,02% -
-0,17%
The analysis shows the greater sensitivity of all the UBI Banca portfolios (and of the banking book
portfolios) to interest rates shocks (consistent with the predominant presence of bonds and
capitalisation certificates in them) compared to changes in other risk factors.
689
UBI Banca S.c.p.A.
2.2 Interest rate risk – banking portfolio
The banking portfolio consists of all those financial instruments, assets and liabilities, not
included in the trading portfolio, dealt with in section 2.1.
A.
General aspects, processes for the management and methods of measurement of
interest rate risk
The monitoring and management of structural interest rate risk - from fair value and from cash
flow – is performed by the Risk Management Area of the Parent Bank and extends to include all
interest rate sensitive banks and companies in the Group.
The Supervisory Board of the Parent Bank defines, on proposal of the Strategy and Control Macro
Area, the strategic policies and the positioning range – expressed in terms of sensitivity – for
interest rate risk, for both the Group as a whole.
The Management Board defines an early warning threshold for the position of the Group and
exposure limits – generally expressed in terms of a percentage of the individual supervisory capital
– for each company belonging to the Group.
A policy of basic balancing in terms of exposure to interest risk is defined by the Supervisory
Board at individual company level, although there are some specific exceptions identified by the
Management Board.
The methods employed for measuring interest rate risk consist mainly of gap analysis and
sensitivity analysis. Sensitivity analysis of economic value is flanked by sensitivity analysis of net
interest income which focuses on changes in profits in the following twelve months.
B. Fair value hedging
Specific and macro hedges were performed by UBI Banca using financial derivative instruments
(fair value hedges) only, in order to reduce exposure to adverse changes in fair value due to
interest rate risk. More specifically, fixed and mixed interest rate loans with a term of longer than
one year (macro hedge), fixed rate bond issues (specific hedge), structured bonds and some
securities in the AFS portfolio were subject to hedging. The derivative contracts used were of the
interest rate swap type.
Activity to test the effectiveness of cash flow hedges is performed by the Financial Risks Service.
Tests for effectiveness are performed prospectively when a hedge is first implemented and this is
followed by monthly retrospective tests.
C. Cash flow hedging
UBI Banca performs no cash flow hedging in compliance with IAS rules.
690
UBI Banca S.c.p.A.
1. Banking portfolio: distribution by residual life (by repricing date) of the financial
assets and liabilities
This sub-section has not been provided because the subsequent sub-section provides a sensitivity
analysis to interest rate risk.
2. Banking portfolio: internal models and other methods of sensitivity analysis.
Interest rate risk for UBI Banca, measured by means of sensitivity analysis in a scenario of a
parallel shift in the yield curve of +100 bp, amounted to -66,95 million euro at the end of the year
(+19,62 million euro as at 31st December 2007). That level of exposure includes approximately 36,65 million euro of sensitivity from hedging derivatives contracts concluded with Group member
companies, in line with the financial risks policy of the Group. Gross of that component, which
because it is attributable to trading derivatives is also included in the calculations relating to
interest rate risk on the trading portfolio, the sensitivity of the position of UBI Banca itself stands
at around approximately -30,30 million euro.
During January and February of 2009 further financial derivatives contracts were entered into to
bring the exposure of the network banks below the threshold set by financial risk policy and these
were only partially closed on the market. Net of the those contracts, total exposure to interest rate
risk (scenario +100 b.p.) amounted to -85,69 million euro equal to approximately 0,61% of the
supervisory capital.
The table below gives the risk measured for the periods cited for a standardised parallel shift in
the curve of 200 bp, in compliance with the requirements of Basle 2, measured on the supervisory
capital at the end of the period.
Risk indicators – annual average
parallel shift of 200 bp
sensitivity/supervisory capital
Risk indicators – end of year values
2008
2007
0.3%
0.2%
31/12/2008
parallel shift of 200 bp
sensitivity/supervisory capital
1.3%
31/12/2007
0.3%
The impact as at 31st December 2008 on net interest income assuming a shift of +100 basis
points on the yield curve was -48,71 million euro.
691
UBI Banca S.c.p.A.
Details are given below of the capital profiles by repricing date and the composition of sensitivity
(+100 b.p.) by time bucket. Consistent with the risk indicators mentioned, the graphs include the
gap and sensitivity components of the trading derivative contracts entered into with the Network
Banks in order to reduce the individual exposure on the banking book portfolios of those banks to
interest rate risk.
Data cut-off: 31/12/2008
Profilo del Gap di periodo
6000
4000
2000
0
-2000
-4000
-6000
-8000
1
2
3
4
5
6
7
R ep ring G ap
8
9
10
11
Sb ilancio D erivat i
12
13
14
Gap C o mp lessivo
Cut-off date: 31/12/2008
Medium-to-long term sensitivity
15
10
5
0
-5
-10
-15
-20
-25
-30
1
2
3
4
Po st e Sensib ili
5
6
7
8
D er ivat i
9
10
11
12
13
14
Sensit ivit y T o t ale ( +10 0 b p s)
At the end of December the total VaR for the banking book portfolios of UBI Banca amounted to
6,817 million euro (7,79 million as at 30th June 2008) with an NAV of 3.759,098 million euro
(3.377,73 million as at 30th June 2008).
692
UBI Banca S.c.p.A.
2.3 Price risk – supervisory trading portfolio
A. General aspects
This is the risk of changes in price as a function of fluctuations in market variables and specific
factors relating to issuers or counterparties.
As concerns, Information on general and organisational aspects, it is given in the section “interest
rate risk-trading portfolio”, which may be consulted.
The risk of losses caused by unfavourable changes in the price of traded financial instruments
due to factors related to the issuer can be the result of daily trading activity (idiosyncratic risk) or
of a sudden change in price with respect to general market trends (event risk, such as the risk of
default by the issuer caused by a change in the market’s expectation that an itself issuer will
default).
B. Processes for the management and methods for the measurement of price risk
The UBI model for managing specific risk for debt securities is capable of detecting the first of the
two components (idiosyncratic risk) because it considers spread curves by economic sector and
rating class as risk factors.
Total risk on equity instruments (and OICR – collective investment instruments) is measured by
considering single shares as risk factors and it includes both the generic risk component (i.e. the
risk of losses caused by unfavourable trends in the prices of the financial instruments traded in
general) and a specific component relating to the situation of the issuer.
As concerns hedge funds, the system of limits on investments and the method of calculating
financial risks are governed by a specific policy approved by the Management Board of the UBI
Group.
More specifically, qualitative and quantitative limits are defined to guarantee an adequate degree
of diversification and liquidity, to set the maximum acceptable loss and to measure the risk profile
implicit in the portfolio (maximum capital, limits on the composition of the portfolio, liquidity of
funds, VaR, maximum cumulative loss).
The VaR on hedge funds is calculated using the “Style Analysis” method with a confidence interval
of 99% and a holding period of 2 months (consistent with the average time required to liquidate
the investment). “Style analysis” is the sensitivity of the returns on a single fund to a limited set of
market factors, consisting of the performances of the indices of CSFB Tremont funds in relation to
different strategies for managing hedge funds. A systematic VaR is calculated for each fund which
identifies the risk component given by the combination of market factors, which is therefore
diversifiable, and a specific VaR (idiosyncratic), linked to the behaviour of the fund manager. Total
VaR is given by the combination of systematic VaR and specific VaR, assuming non correlation
between the two.
At the end of December 2008, the method for calculating VaR was applied to funds amounting to
approximately 508 million euro. The VaR used was approximately 43 million euro (against a limit
of 50 million euro). The investments were denominated exclusively in euro (49.9% of NAV) and in
USD (50.1% of NAV) and they were mainly in multi-strategy funds (more than 21% of NAV), which
involve internal diversification of the management strategies, in event driven funds (19% of NAV),
in long/short equity funds (16% of NAV), in equity market neutral funds (14.5% of NAV) and in
fixed income arbitrage funds (13% of NAV).
693
UBI Banca S.c.p.A.
1. Supervisory trading portfolio: on-balance sheet exposure in equity and O.I.C.R.
(collective investment) instruments
Ty pe of exposure/V alues
Carrying amount
Lis ted
Unlisted
A. Equity ins tr um e nts
123.026
19.047
A .1 Shares
123.026
19.047
A .2 Innovative capital ins truments
-
-
A .3 Other equity ins truments
-
-
B. O.I.C.R.
48.278
-
-
-
- harmonized open-ended
-
-
- non harmoniz ed open-ended
-
-
- closed
-
-
- res erved
-
-
- spec ulative
-
-
2.066
-
B.1 Italian registered
B.2 Other EU countries
- non harmoniz ed open-ended
- non haromonized c los ed
B.3 Non EU countries
- open-ended
-
-
-
46.212
-
37.920
-
8.292
-
171.304
19.047
- closed
Total
2.066
2. Supervisory trading portfolio: distribution of exposures in equity instruments and
share indices by the principal markets in which they are listed
Listed
Type o f operatio n/Where listed
ITA LY
FRA NCE
HOLLA ND
Unlisted
GERM A NY
OTHER
COUNTRIES
SP A IN
A . E quit y ins t rume nt s
- lo ng po sitio ns
78.502
6.257
9.767
17.219
7.124
4.158
-
-
-
-
-
-
-
-
- lo ng po sitio ns
-
-
-
-
-
-
-
- short po sitio ns
-
-
-
-
-
-
-
- lo ng po sitio ns
-
-
-
-
-
-
-
- short po sitio ns
-
-
-
10
-
-
75
- lo ng po sitio ns
-
-
-
-
-
3.991
25.180
- short po sitio ns
-
-
-
113.047
-
-
1.125
- short po sitio ns
B . T rade s in e quit y ins t rum ent s no t ye t
s e t t led
C . O t he r de riv a t ive s o n e quit y ins t rum e nt s
D . D eriv a t iv e s o n s ha re indice s
694
UBI Banca S.c.p.A.
3. Supervisory trading portfolio: internal models and other methods of sensitivity
analysis
Information on the model used to analyse price risk sensitivity for the supervisory dealing
portfolio is contained in the relative section on the analysis of interest rate risk which may be
consulted.
695
UBI Banca S.c.p.A.
2.4 Price risk – banking portfolio
A. General aspects, management processes and methods of measuring price risk
The management of price risk for the banking book forms part of the activities described in the
information given for the trading book; the financial instruments other than those included in
that information are not subject to price risk.
B. Price risk hedging
As described in the preceding sub-section, information on this activity is given in the sections on
the trading portfolio.
1. Banking portfolio: : on-balance sheet exposure in equity and O.I.C.R. (collective
investment) instruments
Carrying amount
Type of exposure/Amounts
Listed
Unlisted
A. Equity instrum ents
-
-
A.1 Shares
-
-
A.2 Innovative capital instruments
-
-
A.3 Other equity instruments
-
-
474.242
72.140
32.604
60.197
-
-
B. O.I.C.R.
B.1 Italian registered
- non harmonized open-ended
-
4.799
14.085
45.592
-
2.980
18.519
6.826
85.898
1.393
42.913
79
- non harmonised open-ended
32.677
-
- closed
- reserved
- speculative
B.2 Other EU countries
- non harmonised closed
B.3 Non EU countries
- open-ended
- closed
Total
696
10.308
1.314
355.740
10.550
324.342
5.189
31.398
5.361
474.242
72.140
UBI Banca S.c.p.A.
2. Banking portfolio: internal models and other methods of sensitivity analysis.
Information on the model used to analyse price risk sensitivity for the banking portfolio is
contained in section 2.1 on the analysis of interest rate risk which may be consulted.
2.5 Currency risk
A. General aspects, management processes and methods of measuring currency risk
Currency risk is calculated on the basis of the methods recommended by the Bank of Italy and
amounts to 8% of the net foreign exchange position. The latter is calculated as the higher (in
absolute terms) of the sum of the net long positions and the sum of the net short positions
(position for each currency) to which the currency risk implicit in investments in OICRs (collective
investment instruments) is added.
B. Currency risk hedging
Information on the analysis of hedging for currency risk is contained in section 2.2 on the
analysis of interest rate risk which may be consulted.
697
UBI Banca S.c.p.A.
Absorption of capital for currency risk as at 31st December 2008 amounted to around 65,6 million euro, a slight reduction compared to
the figure for June 2008. This trend is attributable to a progressive reduction performed in the second half of 2008 in investments in
hedge funds, to which the capital requirement for currency risk is primarily associated.
1. Distribution of assets, liabilities and derivatives by foreign currency in which they are denominated
It ems
USA DOLLAR
A . Fi n a nc i a l a sse t s
A.1Debt securit ies
UK STERLING
5 6 9 . 13 7
JAPANESE YEN
8 7 . 2 13
SWISS FRANC
5 9 . 3 10
4 12 . 2 3 7
NORWEGIAN CROWN
OTHER CURRENCIES
3.280
52.907
4.875
-
-
-
-
3.853
A.2 Equit y inst r ument s
-
8.515
-
-
-
-
A.3 Financing t o banks
353.590
77.564
59.310
412.140
3.280
48.982
639
1.134
-
97
-
72
A.4 Financing t o cust omer s
A.5 Ot her f inancial asset s
B . Ot h e r a sse t s
C . Fi n a nc i a l l i a b i l i t i e s
C.1Due t o banks
C.2 Due t o cust omer s
210.033
-
-
-
-
-
-
-
-
-
4 13 . 0 3 9
10 1. 8 0 9
46.464
90.658
4.065
39.808
379.013
98.829
29.543
90.161
3.906
37.888
34.026
2.980
16.921
497
159
1.920
-
-
-
-
-
-
C.3 Debt secur it ies
D . Ot h e r l i a b i l i t i e s
-
-
-
-
-
-
-
-
E. F i na n c i a l D e r i v a t i v e s
E.1 Opt ions
E.1.1Long posit ions
E.1.2 Shor t posit ions
51.841
-
-
11.352
-
-
52.464
-
-
11.352
-
-
848.057
211.008
409.563
7.928
672
57.822
E.1 Ot her der ivat ives
E.1.1Long posit ions
E.1.2 Shor t posit ions
1.053.700
199.383
421.192
337.085
571
70.890
To t a l a sse t s
1. 4 6 9 . 0 3 5
298.221
468.873
4 3 1. 5 17
3.952
110 . 7 2 9
To t a l l i a b i l i t i e s
1. 5 19 . 2 0 3
3 0 1. 19 2
467.656
439.095
4.636
110 . 6 9 8
( 5 0 . 16 8 )
( 2 . 9 7 1)
1. 2 17
( 7.578)
( 684)
31
Ba la nc e ( +/ - )
698
UBI Banca S.c.p.A.
2. Internal models and other methods of sensitivity analysis.
Information on the sensitivity model is contained in section 2.1 on the analysis of interest rate risk which may be consulted.
699
UBI Banca S.c.p.A.
2.6 Derivative financial instruments
A. Financial derivatives
A.1 Supervisory trading portfolio: notional, end of period and average figures
Type of transaction/Underlying elements
Debt securities and interest rates
Listed
Equity instrument s and share indices
Unlisted
Listed
Exchange rates and gold
Unlisted
Listed
Other values
Unlisted
3 1.12 .2 0 0 8
Listed
Unlisted
3 1.12 .2 0 0 7
Listed
Unlisted
Listed
Unlisted
1. Forw ard rate agreement
-
-
-
-
-
-
-
-
-
-
-
-
2. Interest rate sw ap
-
60.379.884
-
-
-
-
-
-
-
60.379.884
-
34.780.329
3. Domestic currency sw ap
-
-
-
-
-
-
-
-
-
-
-
-
4. Currency interest rate sw ap
-
-
-
-
-
-
-
-
-
-
-
-
5. Basis sw ap
-
19.490.575
-
-
-
-
-
-
-
19.490.575
-
8.487.787
6. Share index sw ap
-
-
-
-
-
-
-
-
-
-
-
-
7. Real index sw aps
-
-
-
-
-
-
-
-
-
-
-
-
2.395.950
-
116.967
-
-
-
-
-
2.512.917
-
4.126.433
-
9. Cap options
-
17.671.759
-
-
-
-
-
-
-
17.671.759
-
17.394.694
- Purchased
-
8.792.373
-
-
-
-
-
-
-
8.792.373
-
8.501.837
- Issued
-
8.879.386
-
-
-
-
-
-
-
8.879.386
-
8.892.857
10.Floor options
-
5.984.599
-
-
-
-
-
-
-
5.984.599
-
7.047.481
- Purchased
-
3.046.543
-
-
-
-
-
-
-
3.046.543
-
3.967.859
- Issued
-
2.938.056
-
-
-
-
-
-
-
2.938.056
-
3.079.622
11. Other options
126
660.000
-
85.157
-
83.462
-
-
126
828.619
-
3.129.132
- Purchased
63
200.000
-
83.832
-
40.579
-
-
63
324.411
-
1.420.133
63
200.000
-
83.832
-
33.429
-
-
63
317.261
-
1.016.963
-
-
-
-
-
7.150
-
-
-
7.150
-
403.170
63
460.000
-
1.325
-
42.883
-
-
63
504.208
-
1.708.999
63
460.000
-
1.325
-
35.733
-
-
63
497.058
-
1.305.829
-
-
-
-
-
7.150
-
-
-
7.150
-
403.170
-
-
-
-
-
3.605.905
-
-
-
3.605.905
-
5.188.445
8. Futures
- Plain vanilla
- Exotic
- Issued
- Plain vanilla
- Exotic
12. Forw ard contracts
- Purchases
-
-
-
-
-
1.526.767
-
-
-
1.526.767
-
2.183.223
- Sales
-
-
-
-
-
2.073.106
-
-
-
2.073.106
-
2.598.348
- Betw een tw o foreign currencies
-
-
-
-
-
6.032
-
-
-
6.032
-
406.874
-
-
-
-
-
-
-
10.565
-
10.565
-
151.484
2.396.076
3.261.158
104.186.817
86.306.054
116.967
58.580
85.157
893.304
-
3.689.367
4.795.245
-
10.565
81.025
2.513.043
3.319.738
107.971.906
92.075.628
4.126.433
3.044.698
76.179.352
77.653.708
13. Other derivatives contracts
Total
Average amounts
700
UBI Banca S.c.p.A.
A.2 Banking portfolio: notional, end of period and average figures
A.2.1 For hedging
Type of der i vat iv es/ Dif f er ences
Debt secur i t ies and int er est
Equit y inst r ument s and shar e
r at es
i ndices
Li st ed
Unl ist ed
List ed
Exc hange r at es and gold
Unlist ed
List ed
Ot her val ues
Unli st ed
List ed
3 1. 12 . 2 0 0 8
Unl ist ed
List ed
3 1. 12 . 2 0 0 7
Unlist ed
Li st ed
Unli st ed
1. For war d r at e agr eement
-
-
-
-
-
-
-
-
-
-
-
-
2. Int er est r at e swap
-
3.821.663
-
-
-
-
-
-
-
3 . 8 2 1. 6 6 3
-
2.952.968
-
3. Domest ic c ur r ency swap
-
-
-
-
-
-
-
-
-
-
-
4. Cur r ency int er est r at e swap
-
-
-
-
-
-
-
-
-
-
-
-
5. B asis swap
-
100.000
-
-
-
-
-
-
-
10 0 . 0 0 0
-
17 6 . 6 4 6
6. S har e index swap
-
-
-
-
-
-
-
-
-
-
-
-
7. Real index swaps
-
-
-
-
-
-
-
-
-
-
-
-
8. Fut ur es
-
-
-
-
-
-
-
-
-
-
-
-
9. Cap opt ions
-
125.000
-
-
-
-
-
-
-
12 5 . 0 0 0
-
-
- P ur chased
-
25.000
-
-
-
-
-
-
-
25.000
-
-
- Issued
-
100.000
-
-
-
-
-
-
-
10 0 . 0 0 0
-
-
10.Floor opt ions
-
-
-
-
-
-
-
-
-
-
-
5 1. 6 4 6
- P ur chased
-
-
-
-
-
-
-
-
-
-
-
5 1. 6 4 6
- Issued
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
- Pl ain vani lla
-
-
-
-
-
-
-
-
-
-
-
-
- Ex ot ic
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
- Pl ain vani lla
-
-
-
-
-
-
-
-
-
-
-
-
- Ex ot ic
-
-
-
-
-
-
-
-
-
-
-
-
12. For war d cont r act s
-
-
-
-
-
-
-
-
-
-
-
-
- P ur chases
-
-
-
-
-
-
-
-
-
-
-
-
- S al es
-
-
-
-
-
-
-
-
-
-
-
-
- B et ween t wo f or ei gn cur r enc ies
-
-
-
-
-
-
-
-
-
-
-
-
-
11. Ot her opt ions
- P ur chased
- Issued
13. Ot her der i vat iv es cont r ac t s
-
-
-
-
-
-
-
-
-
-
-
Tot a l
-
4.046.663
-
-
-
-
-
-
-
4.046.663
-
3 . 18 1. 2 6 0
A v e r a ge a m ount s
-
3 . 8 13 . 9 6 2
-
-
-
-
-
-
-
3 . 8 13 . 9 6 2
-
6 . 10 4 . 3 8 9
701
UBI Banca S.c.p.A.
A.2.2 Other derivatives
Typ e o f d erivat ives/ Und erlying asset s
Deb t securit ies and int erest
rat es
List ed
Eq uit y inst rument s and share
ind ices
Unlist ed
List ed
Exchang e rat es and g o ld
Unlist ed
List ed
Ot her values
Unlist ed
List ed
3 1. 12 . 2 0 0 8
Unlist ed
List ed
3 1. 12 . 2 0 0 7
Unlist ed
List ed
Unlist ed
1. Fo rward rat e ag reement
-
-
-
-
-
-
-
-
-
-
-
2 . Int erest rat e swap
-
19 9 .150
-
-
-
-
-
-
-
19 9 . 15 0
-
-
3 . Do mest ic currency swap
-
-
-
-
-
-
-
-
-
-
-
-
4 . Currency int erest rat e swap
-
-
-
-
-
-
-
-
-
-
-
-
5. B asis swap
-
-
-
-
-
-
-
-
-
-
-
-
6 . Share ind ex swap
-
-
-
-
-
-
-
-
-
-
-
-
7. Real ind ex swap s
-
-
-
-
-
-
-
-
-
-
-
-
8 . Fut ures
-
-
-
-
-
-
-
-
-
-
-
-
9 . Cap o p t io ns
-
-
-
-
-
-
-
-
-
-
-
-
- Purchased
-
-
-
-
-
-
-
-
-
-
-
-
- Issued
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
- Purchased
-
-
-
-
-
-
-
-
-
-
-
-
- Issued
-
-
-
-
-
-
-
-
-
-
-
-
-
4 8 .9 9 0
-
7.3 4 1.0 6 2
-
14 .6 78
-
-
-
7. 4 0 4 .73 0
-
2 . 8 7 3 . 6 15
10 .Flo o r o p t io ns
11. Ot her o p t io ns
- Purchased
-
2 4 .4 9 5
-
4 .3 8 0 .4 2 9
-
7.3 3 9
-
-
-
4 . 4 12 . 2 6 3
-
2 .4 0 3 .4 3 4
- Plain vanilla
-
2 4 .4 9 5
-
4 .0 73 .6 16
-
7.3 3 9
-
-
-
4 . 10 5 . 4 5 0
-
2 . 18 0 . 9 7 6
- Exo t ic
-
-
-
3 0 6 .8 13
-
-
-
-
-
3 0 6 . 8 13
-
2 2 2 .4 58
-
2 4 .4 9 5
-
2 .9 6 0 .6 3 3
-
7.3 3 9
-
-
-
2 .9 9 2 .4 6 7
-
4 7 0 . 18 1
- Plain vanilla
-
2 4 .4 9 5
-
2 .6 53 .8 2 0
-
7.3 3 9
-
-
-
2 .6 8 5.6 54
-
2 4 9 .6 9 5
- Exo t ic
-
-
-
3 0 6 .8 13
-
-
-
-
-
3 0 6 . 8 13
-
2 2 0 .4 8 6
12 . Fo rward co nt ract s
-
-
-
-
-
-
-
-
-
-
-
-
- Purchases
-
-
-
-
-
-
-
-
-
-
-
-
- Sales
-
-
-
-
-
-
-
-
-
-
-
-
- B et ween t wo f o reig n currencies
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
- Issued
13 . Ot her d erivat ives co nt ract s
T o t al
-
2 4 8 . 14 0
-
7 . 3 4 1. 0 6 2
-
14 . 6 7 8
-
-
-
7.6 0 3 . 8 8 0
-
2 . 8 7 3 . 6 15
A v e r a g e a mo unt s
-
14 8 . 3 4 1
-
5.0 8 3 . 0 6 8
-
7.3 3 9
-
-
-
5. 2 3 8 .74 8
-
2 .9 9 4 .4 9 0
702
UBI Banca S.c.p.A.
A.3 Financial derivatives: purchase and sale of underlying assets
Typ e o f t ransact io n/ Und erlying asset s
Deb t securit ies and int erest rat es
List ed
A . S up e r v i s o r y t r a d i ng p o r t f o l i o
1. Transact io ns wit h exchang e o f p rincip al
- Purchases
Eq uit y inst rument s and share ind ices
Unlist ed
2 .3 9 6 .0 76
List ed
Unlist ed
Exchang e rat es and g o ld
List ed
8 4 .6 9 6 .2 4 2
116 . 9 6 7
8 5 . 15 7
9 8 .9 50
-
116 .9 6 7
9 8 .9 50
-
6 .6 3 6
Ot her values
Unlist ed
List ed
3 1. 12 . 2 0 0 8
Unlist ed
-
List ed
10 . 5 6 5
3 1. 12 . 2 0 0 7
Unlist ed
2 . 5 13 . 0 4 3
List ed
8 8 . 4 8 1. 3 3 1
Unlist ed
-
3 .6 8 9 .3 6 7
4 . 12 6 . 4 3 3
6 7 . 6 9 1. 5 6 6
58 .8 52
-
3 .6 8 9 .3 6 7
-
-
2 15 . 9 17
3 . 7 4 8 . 2 19
12 8 . 3 6 1
6 . 6 0 1. 3 7 6
200
-
1.56 0 .9 52
-
-
10 5 . 5 8 6
1. 5 6 1. 15 2
6 1. 3 9 3
2 .8 6 4 .3 0 5
3 . 3 3 0 . 19 7
- Sales
-
-
110 .3 3 1
58 .6 52
-
2 .10 1.6 9 0
-
-
110 . 3 3 1
2 . 16 0 . 3 4 2
6 6 .9 6 8
-
-
-
-
-
2 6 .72 5
-
-
-
2 6 .72 5
-
4 0 6 .8 74
2 .2 9 7.12 6
8 4 .6 9 6 .2 4 2
-
2 6 .3 0 5
-
-
-
10 .56 5
2 . 2 9 7 . 12 6
8 4 . 7 3 3 . 112
3 .9 9 8 .0 72
6 1. 0 9 0 . 19 0
2 .2 9 7.0 6 3
4 1.9 6 5.76 0
-
2 5.18 0
-
-
-
5.2 8 3
2 .2 9 7.0 6 3
4 1. 9 9 6 . 2 2 3
3 .6 9 3 .0 0 0
2 9 .4 8 2 .3 9 7
63
4 2 .73 0 .4 8 2
-
1.12 5
-
-
-
5.2 8 2
63
4 2 .73 6 .8 8 9
3 0 5.0 72
3 1. 6 0 7 . 7 9 3
-
-
-
-
-
-
-
-
-
-
-
-
-
11. 5 5 0 . 5 4 3
-
5.8 78 .2 2 9
3 . 0 0 4 . 6 14
2 . Transact io ns wit ho ut exchang e o f p rincip al
- Purchases
- Sales
B . B a nk i ng p o r t f o l i o
-
B 1. F o r he d g i ng
-
4 . 19 4 . 8 0 3
-
-
14 . 6 7 8
-
-
-
-
-
3 .9 4 6 .6 6 3
-
-
-
-
-
-
-
-
-
-
-
4 .6 72
- Purchases
-
-
-
-
-
-
-
-
-
-
-
4 .6 72
- Sales
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
3 .9 4 6 .6 6 3
-
-
-
-
-
-
-
3 .9 4 6 .6 6 3
-
2 .9 9 9 .9 4 2
-
-
-
3 .9 4 6 .6 6 3
7 . 3 4 1. 0 6 2
-
-
- Purchases
-
2 .2 9 8 .6 2 7
-
-
-
-
-
-
-
2 .2 9 8 .6 2 7
-
2 . 3 5 8 . 10 4
- Sales
-
1.6 4 8 .0 3 6
-
-
-
-
-
-
-
1. 6 4 8 . 0 3 6
-
6 4 1. 8 3 8
-
-
-
-
-
-
-
-
-
-
-
-
-
7.6 0 3 .8 8 0
-
2 . 8 7 3 . 6 15
B 2 . O t he r d e r i v a t i v e s
-
2 4 8 . 14 0
-
7 . 3 4 1. 0 6 2
-
14 . 6 7 8
-
-
-
-
-
6 .2 8 9 .118
-
14 .6 78
-
-
-
6 .3 0 3 .79 6
-
2 .4 3 0 .6 71
- Purchases
-
-
-
5.8 2 0 .52 3
-
7.3 3 9
-
-
-
5.8 2 7.8 6 2
-
1. 7 0 6 . 17 5
- Sales
-
-
-
4 6 8 .59 5
-
7.3 3 9
-
-
-
4 75.9 3 4
-
72 4 .4 9 6
-
-
-
-
-
-
-
-
-
-
-
-
-
2 4 8 .14 0
-
1.0 51.9 4 4
-
-
-
-
-
1. 3 0 0 . 0 8 4
-
4 4 2 .9 4 4
- Purchases
-
2 2 3 .6 4 5
-
511.4 53
-
-
-
-
-
73 5.0 9 8
-
2 2 2 .4 58
- Sales
-
2 4 .4 9 5
-
54 0 .4 9 1
-
-
-
-
-
56 4 .9 8 6
-
2 2 0 .4 8 6
-
-
-
-
-
-
-
-
-
-
-
-
703
UBI Banca S.c.p.A.
A.4 Over the counter financial derivatives: positive fair value – counterparty risk
Debt secur it ies and int er est r at es
Count er par t ies/ Under lying element s
Gr oss amount not
Gr oss amount
set t led
set t led
Equit y inst r ument s and shar e indic es
Fut ur e ex posur e
Gr oss amount not
Gr oss amount
set t led
set t led
Ex change r at es and gold
Fut ur e exposur e
Gr oss amount not
Gr oss amount
set t led
set t led
Ot her v alues
Fut ur e exposur e
Gr oss amount not
Gr oss amount
set t led
set t led
Ot her under lying
Fut ur e ex posur e
S et t led
Fut ur e ex posur e
A . S u p e r v i so r y t r a d i n g
por t f ol i o
A .1 Gov er nment s and c ent r al bank s
A .2 P ublic aut hor it ies
A .3 B anks
A .4 Financ ial companies
-
-
-
-
-
-
17.166
-
2.200
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
1.038.664
-
219.869
263
-
2.004
72.783
-
18.411
924
-
792
-
-
77.672
-
53.960
-
-
-
313
-
96
-
-
-
-
-
A .5 Insur anc e c ompanies
-
-
-
-
-
-
-
-
-
-
-
-
-
A .6 Non f inancial c ompanies
-
-
-
-
-
-
-
-
-
-
-
-
-
-
A .7 Ot her
-
-
-
-
-
-
-
-
-
-
-
-
-
-
T o t a l A ( 3 1. 12 . 2 0 0 8 )
( 1. 116 . 3 3 6 )
-
273.829
( 263)
-
2.004
90.262
-
20.707
924
-
792
-
-
T o t a l ( 3 1. 12 . 2 0 0 7 )
( 1. 2 4 5 . 0 0 5 )
-
17 4 . 13 5
( 4 0 . 9 2 1)
-
46.932
15 2 . 5 6 8
-
27.949
4 . 19 7
-
6.061
-
-
B . B a nk i ng por t f ol io:
B .1 Gov er nment s and c ent r al bank s
B .2 P ublic aut hor it ies
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
B .3 B anks
54.024
-
7.662
3.376
-
46.824
17
-
367
-
-
-
-
-
B .4 Financ ial companies
22.459
-
1.800
-
-
244.245
-
-
-
-
-
-
-
-
B .5 Insur anc e c ompanies
-
-
-
-
-
306.641
-
-
-
-
-
-
-
-
B .6 Non f inancial c ompanies
-
-
-
-
-
17
-
-
-
-
-
-
-
-
B .7 Ot her
-
-
-
-
-
56.332
-
-
-
-
-
-
-
-
T o t a l B ( 3 1. 12 . 2 0 0 8 )
76.483
-
9.462
3.376
-
654.059
17
-
367
-
-
-
-
-
T o t a l ( 3 1. 12 . 2 0 0 7 )
12 1. 12 7
-
8.457
18 . 8 11
-
17 0 . 7 2 9
-
-
-
-
-
-
-
-
704
UBI Banca S.c.p.A.
A.5 Over the counter financial derivatives: negative fair value – financial risk
D ebt s ec urities and interes t rates
Equity ins trum ents and s hare indic es
Exc hange rates and go ld
Other v alues
Other underlying
C o unterparties /Underlying elem ents
A . S u p e rv is o r y t r a d in g
p o r t f o lio
A .1 Go v ernm ents and c entral bank s
-
-
-
-
-
-
-
-
-
-
-
-
-
-
A .2 P ublic autho rities
-
-
-
-
-
-
-
-
-
-
-
-
-
-
1.053.197
-
231.733
237
-
68
65.533
-
11.862
924
-
264
-
-
57.779
-
64.935
75
-
3.519
26.191
-
9.789
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
A .3 B ank s
A .4 F inanc ial c o m panies
A .5 Ins uranc e c o m panies
A .6 N o n financ ial c o m panies
-
-
-
-
-
-
-
-
-
-
-
-
-
A .7 Other
-
-
-
-
-
-
-
-
-
-
-
-
-
T o t a le ( 3 1.12 .2 0 0 8 ) 1.110 .9 7 6
T o t a l ( 3 1.12 .2 0 0 7 )
4 5 7 .4 8 5
-
-
2 9 6 .6 6 8
3 12
-
3 .5 8 7
9 1.7 2 4
-
2 1.6 5 1
924
-
264
-
-
-
16 3 .2 0 4
3 0 .8 14
-
5 5 .6 2 8
5 3 .9 19
-
2 4 .16 3
1.3 9 9
-
6 .0 6 1
-
-
B . B a n k in g p o r t f o lio
B .1 Go v ernm ents and c entral bank s
-
-
-
-
-
-
-
-
-
-
-
-
-
B .2 P ublic autho rities
-
-
-
-
-
-
-
-
-
-
-
-
-
-
73.407
-
13.837
2.121
-
10.039
17
-
367
-
-
-
-
-
B .3 B ank s
B .4 F inanc ial c o m panies
-
1.413
-
275
-
-
-
-
-
-
-
-
-
-
B .5 Ins uranc e c o m panies
-
-
-
-
-
-
-
-
-
-
-
-
-
-
B .6 N o n financ ial c o m panies
-
-
-
-
-
-
-
-
-
-
-
-
-
-
B .7 Other
3.695
-
367
1.241
-
11.075
-
-
-
-
-
-
-
-
T o t a le ( 3 1.12 .2 0 0 8 )
7 8 .5 15
-
14 .4 7 9
3 .3 6 2
-
2 1.114
17
-
367
-
-
-
-
-
T o t a l ( 3 1.12 .2 0 0 7 )
5 7 .3 6 9
-
8 .16 3
5 2 .15 3
-
2 0 .6 9 9
-
-
-
-
-
-
-
-
705
UBI Banca S.c.p.A.
A.6 Residual maturity of over the counter financial derivatives: notional values
Underlying assets/Residual maturity
Up to 1year
A . Superviso ry trading po rtfo lio
From 1to 5 years
42.691.428
A.1Financial derivatives on debt securities and interest rates
A.2 Financial derivatives on equity instruments and share indices
A.3 Financial derivatives on exchange rates and gold
A.4 Financial derivatives on other values
B . B anking po rtf o lio
M ore than 5 years
52.595 .053
Total
12.685.424
107.971.905
39.049.198
52.452.195
12.685.424
61.102
24.055
-
85.157
3.570.563
118.803
-
3.689.366
10.565
-
-
10.565
884.114
5.521.100
5.245.329
104.186.817
11.650.543
B.1Financial derivatives on debt securities and interest rates
489.358
3.276.460
528.985
4.294.803
B.2 Financial derivatives on equities and share indices
394.756
2.229.962
4.716.344
7.341.062
B.3 Financial derivatives on exchange rates and gold
-
14.678
-
14.678
B.4 Financial Derivatives on other values
-
-
-
-
31.12.2008
43.575.542
58.116.153
17.930.753
119.622.448
31.12.2007
28.001.106
46.701.367
6.293.369
80.995.842
706
UBI Banca S.c.p.A.
B. Credit derivatives
B.1 Credit derivatives: end of period and average notional values
C atego ries o f transactio ns
Superviso ry trading po rtfo lio
1. P ro t e c t io n pu rc ha s e s
Other transactio ns
o n a single item
o n a basket o f
item s
4 15 .0 0 0
-
1.1 With exchange o f principal
o n a single item
o n a basket o f
item s
-
-
-
-
-
-
- Tro r
-
-
-
-
- CDS
-
-
-
-
- o ther
-
-
-
-
415.000
-
-
-
- Tro r
-
-
-
-
- CDS
415.000
-
-
-
1.2 Witho ut exchange o f principal
- o ther
-
-
3 1.12 .2 0 0 7
7 6 6 .7 13
-
-
-
A v e ra ge a m o u nt s
-
-
-
-
6 5 .0 0 0
-
2.1 With exchange o f principal
-
-
4 15 .0 0 0
2 . P ro t e c t io n s a le s
-
-
3 1.12 .2 0 0 8
-
-
-
65.000
-
-
- Tro r
-
-
-
-
- CDS
65.000
-
-
-
- o ther
-
-
-
-
-
-
-
-
- Tro r
-
-
-
-
- CDS
-
-
-
-
- o ther
-
-
-
2.2 Witho ut exchange o f principal
3 1.12 .2 0 0 8
6 5 .0 0 0
-
-
-
-
3 1.12 .2 0 0 7
-
-
-
-
A v e ra ge a m o u nt s
3 3 .9 6 2
-
-
-
707
UBI Banca S.c.p.A.
B.2 Credit derivatives: positive fair value counterparty risk
N o tio nal am o unt
P o s itiv e fair
v alue
F uture expo s ure
A . S U P E R V IS O R Y T R A D IN G P O R T F O L IO
A .1. P u r c h a s e s o f p ro t e c t io n wit h c o u n t e rp a rt ie s :
1. Go v ernm ents and C entral B ank s
-
-
-
2. Other public bo dies
-
-
-
3. B ank s
-
-
-
415.000
4.487
6.225
5. Ins uranc e c o m panies
-
-
-
6. N o n financ ial c o m panies
-
-
-
7. Other
-
-
-
-
-
-
-
-
-
3. B ank s
-
-
-
4. F inancial co m panies
-
-
-
-
-
-
-
-
-
7. Other
-
-
-
-
-
-
-
-
-
3. B ank s
-
-
-
-
-
-
-
-
-
-
-
-
7. Other
-
-
-
-
-
-
-
-
-
3. B ank s
-
-
-
-
-
-
-
-
-
-
-
-
A .2 . S a le s o f p r o t e c t io n wit h c o u n t e r p a r t ie s :
B . B A N K IN G P O R T F O L IO
B .1 P u rc h a s e s o f p r o t e c t io n wit h c o u n t e rp a r t ie s :
B .2 . S a le s o f p r o t e c t io n wit h c o u n t e r p a r t ie s :
-
-
-
3 1.12 .2 0 0 8
4 15 .0 0 0
4 .4 8 7
6 .2 2 5
3 1.12 .2 0 0 7
4 15 .0 0 0
4 .8 5 5
6 .2 2 5
7. Other
708
UBI Banca S.c.p.A.
B.3 Credit Derivatives: negative fair value financial risk
N o tio nal am o unt
N egative fair v alue
S U P E R V IS O R Y T R A D IN G P O R T F O L IO
1. P u r c h a s e s o f p ro t e c t io n wit h c o u n t e r p a rt ie s :
1.1 Go v ernm ents and C entral B ank s
-
-
1.2 Other public autho rities
-
-
1.3 B ank s
-
-
1.4 F inancial c o m panies
-
-
1.5 Insurance c o m panies
-
-
1.6 N o n financ ial c o m panies
-
-
1.7 Other
-
-
3 1.12 .2 0 0 8
-
-
3 1.12 .2 0 0 7
3 5 1.7 13
47
B.4 Residual maturity of credit derivative contracts: notional values
Underlying assets/R esidual m aturity
Up to 1 year
Fro m 1 to 5 years
-
A . S u pe rv is o ry t ra d in g po rt f o lio
M o re than 5 years
6 5 .0 0 0
T o tal
4 15 .0 0 0
3 5 0 .0 0 0
A .1 C redit derivatives with " qualified" " reference o bligatio n"
-
65.000
415.000
3 5 0 .0 0 0
A .2 Credit derivatives with " unqualified" " reference o bligatio n"
-
-
-
-
-
-
-
B . B a n k in g p o rt f o lio
B .1 C redit derivatives with " qualified" " reference o bligatio n"
-
B .2 Credit derivatives with " unqualified" " reference o bligatio n"
-
-
-
-
-
-
3 1.12 .2 0 0 8
-
6 5 .0 0 0
4 15 .0 0 0
3 5 0 .0 0 0
3 1.12 .2 0 0 7
-
3 5 1.7 13
4 15 .0 0 0
7 6 6 .7 13
709
UBI Banca S.c.p.A.
SECTION 3 – Liquidity risk
General aspects, processes for the management and methods for the measurement of
liquidity risk
Liquidity management for the network banks of Group is centralised at the Finance Area of
the Parent Bank. Some of the product companies (including Centrobanca and IW Bank) and
the foreign companies, whose internal policies do not require an exclusive relationship with
the Parent Bank, constitute an exception to this.
Monitoring and control of liquidity risk are performed by the Financial Risks Service, primarily
by verifying the level of the Bank’s liquidity requirement. This is calculated from the maturity
gaps between risk-sensitive assets and liabilities (excluding items that can be readily
liquidated, which constitute available liquidity).
A detailed description of the processes employed to manage liquidity risk and the methods
used to measure it is given in the relative section of the consolidated financial statements
which may be consulted.
1.1 Distribution over time of the residual contractual life of financial assets and
liabilities – Denominated in EUR
Items/maturities
On-balance sheet assets
A.1 Government securities
On demand
1 to 7 days
15 days to 1
month
7 to 15 days
1 month to 3
months
3 months to 6
months
6 months to 1
1 year to 5 years
year
More than 5
years
-
-
-
-
196.537
370.289
53.775
1.843.770
A.2 Listed debt securities
30
-
-
-
-
-
11.969
491.298
613.045
A.3 Other debt securities
916
-
-
19.899
52.218
188.763
305.654
3.678.592
9.797.549
A.4 Units in OICR
787.924
381.930
-
-
-
-
-
-
-
-
A.5 Financing
9.290.797
966.584
1.012.152
3.719.433
4.251.191
958.375
188.938
1.563.272
3.268.266
- Banks
3.891.930
954.532
1.012.152
3.719.433
4.227.696
909.801
137.306
4.937
34.809
- Customers
5.398.867
12.052
-
-
23.495
48.574
51.632
1.558.335
3.233.457
1.359.264
On-balance sheet liabilities
B.1 Deposits
6.061.892
1.878.878
2.530.135
2.392.890
3.492.842
2.559.424
897.313
164.028
- Banks
4.253.772
1.878.878
2.530.135
2.392.890
3.492.842
2.559.424
897.313
164.028
911.052
- Customers
1.808.120
-
-
-
-
-
-
-
448.212
B.2 Debt securities
754.835
-
-
1.018.833
382.527
1.323.190
1.398.602
6.498.554
2.751.643
B.3 Other liabilities
73.447
2.867.237
1.666.137
1.487.335
4.578.428
1.084.908
22.255
303.987
430.170
- Long positions
-
262.034
247.006
1.023.506
392.409
38.653
83.822
51.642
-
- Short positions
-
1.518
208.063
876.173
283.624
45.581
75.661
67.161
-
Off-balance sheet transactions
C.1 Financial derivatives with exchange of principal
C.2 Deposits and loans receivable
- Long positions
5.945
-
-
-
-
-
-
-
-
- Short positions
-
-
-
-
-
5.945
-
-
-
26.315
294.128
-
-
-
-
-
65.000
65.000
-
C.3 Irrevocable commitments to disburse funds
- Long positions
- Short positions
710
UBI Banca S.c.p.A.
1.2 Distribution over time of the residual contractual life of financial assets and
liabilities – Denominated in USD
It ems/ mat urit ies
On demand
1 t o 7 days
15 days t o 1
mont h
7 t o 15 days
1 mont h t o 3
mont hs
3 mont hs t o 6
mont hs
6 months t o 1
year
1 year t o 5 years
M ore than 5
years
O n- b al ance sheet asset s
A.1 Government securit ies
-
-
-
-
-
1
-
-
A.2 List ed debt securit ies
-
-
-
-
-
-
-
-
-
A.3 Ot her debt securit ies
-
-
-
-
-
-
2
4 . 8 72
-
A.4 Unit s in OICR
-
2 0 9 .0 3 3
-
-
-
-
-
-
-
A.5 Financing
9 4 .2 8 9
11. 0 79
1. 0 14
13 3 . 0 4 0
111. 0 9 6
3 . 711
-
-
-
- Banks
93.650
11.079
1.014
133.040
111.096
3.711
-
-
-
639
-
-
-
-
-
-
-
-
3 3 2 .3 0 8
11. 6 73
1. 4 4 0
4 2 . 54 6
2 3 . 59 0
1. 0 10
4 72
-
- Customers
O n- b al ance sheet l i ab i l i t i es
B.1 Deposit s
- Banks
- Customers
-
298.282
11.673
1.440
42.546
23.590
1.010
472
-
-
34.026
-
-
-
-
-
-
-
-
B.2 Debt securit ies
-
-
-
-
-
-
-
-
-
B.3 Ot her liabilit ies
-
-
-
-
-
-
-
-
-
O f f - b alance sheet t r ansact i o ns
C.1 Financial derivat ives wit h exchange of principal
- Long positions
-
1.545
98.092
503.686
93.220
38.807
72.681
58.684
-
- Short posit ions
-
146.322
125.434
510.666
115.812
36.753
80.716
51.337
-
- Long positions
-
-
-
-
-
-
-
-
-
- Short posit ions
-
-
-
-
-
-
-
-
-
- Long positions
-
-
-
-
-
-
-
-
-
- Short posit ions
-
-
-
-
-
-
-
-
-
C.2 Deposit s and loans receivable
C.3 Irrevocable commit ment s t o disburse f unds
711
UBI Banca S.c.p.A.
1.3. Distribution over time of the residual contractual life of financial assets and
liabilities – Denominated in CHF
Items/mat urities
On demand
1 to 7 days
15 days to 1
month
7 to 15 days
1 mont h to 3
months
3 mont hs t o 6
months
6 months to 1
year
1 year to 5 years
M ore than 5
years
O n- b alance sheet asset s
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
A.3 Ot her debt securities
-
-
-
-
-
-
-
-
-
A.4 Units in OICR
-
-
-
-
-
-
-
-
-
A.5 Financing
8 .76 0
17.19 7
1.574
2 0 6 .50 3
172 .4 4 2
5.76 0
-
-
-
- Banks
8.663
17.197
1.574
206.503
172.442
5.760
-
-
-
97
-
-
-
-
-
-
-
-
8 .8 8 0
13 .3 2 6
1.4 58
4 3 .0 9 8
2 3 .8 9 6
-
- Customers
O n- b alance sheet li ab ilit ies
B.1 Deposits
- Banks
- Customers
-
-
-
8.383
13.326
1.458
43.098
23.896
-
-
-
-
497
-
-
-
-
-
-
-
-
B.2 Debt securities
-
-
-
-
-
-
-
-
-
B.3 Ot her liabilities
-
-
-
-
-
-
-
-
-
O f f - b alance sheet t r ansact io ns
C.1 Financial derivatives wit h exchange of principal
- Long positions
-
-
3.535
1.855
12.342
-
-
1.549
-
- Short posit ions
-
115.208
6.276
127.775
98.846
-
332
-
-
- Long positions
-
-
-
-
-
-
-
-
-
- Short posit ions
-
-
-
-
-
-
-
-
-
- Long positions
-
-
-
-
-
-
-
-
-
- Short posit ions
-
-
-
-
-
-
-
-
-
C.3 Irrevocable commitments t o disburse funds
712
UBI Banca S.c.p.A.
liabilities – Denominated in JPY
Items/maturities
On demand
1 to 7 days
15 days to 1
month
7 to 15 days
1 mont h to 3
months
3 mont hs t o 6
months
6 mont hs t o 1
year
1 year to 5 years
M ore than 5
years
O n- b al ance sheet asset s
-
-
-
-
-
-
-
-
-
A.2 Listed debt securit ies
-
-
-
-
-
-
-
-
-
A.3 Other debt securities
-
-
-
-
-
-
-
-
-
A.4 Unit s in OICR
-
-
-
-
-
-
-
-
-
A.5 Financing
6 .9 3 7
2 .2 3 2
204
2 6 .8 0 5
2 2 .3 8 4
74 8
-
-
-
- Banks
6.937
2.232
204
26.805
22.384
748
-
-
-
-
-
-
-
-
-
-
-
-
4 3 .2 8 8
518
57
1.6 74
928
-
- Cust omers
O n- b al ance sheet l iab ilit ies
B.1 Deposit s
- Banks
- Cust omers
-
-
-
26.367
518
57
1.674
928
-
-
-
-
16.921
-
-
-
-
-
-
-
-
B.2 Debt securities
-
-
-
-
-
-
-
-
-
B.3 Other liabilities
-
-
-
-
-
-
-
-
-
C.1 Financial derivatives with exchange of principal
- Long positions
-
-
45.235
221.352
141.215
1.110
650
-
-
- Short posit ions
-
-
65.819
220.894
134.272
207
-
-
-
- Long positions
-
-
-
-
-
-
-
-
-
- Short posit ions
-
-
-
-
-
-
-
-
-
- Long positions
-
-
-
-
-
-
-
-
-
- Short posit ions
4.756
-
-
-
-
-
-
-
-
C.3 Irrevocable commit ments t o disburse funds
713
UBI Banca S.c.p.A.
liabilities – Denominated in GBP
It ems/maturit ies
On demand
1 t o 7 days
15 days to 1
mont h
7 to 15 days
1 mont h t o 3
months
3 months to 6
months
6 months to 1
year
1 year to 5 years
M ore than 5
years
On- b al ance sheet asset s
-
-
-
-
-
-
-
-
-
A.2 Listed debt securit ies
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
A.4 Unit s in OICR
-
-
-
-
-
-
-
-
-
A.5 Financing
9 .3 4 2
2 . 9 56
2 71
3 5.4 9 7
2 9 .6 4 2
990
-
-
-
- Banks
8.208
2.956
271
35.497
29.642
990
-
-
-
1.134
-
-
-
-
-
-
-
-
2 0 .4 2 9
13 .2 6 2
4 2 .8 8 9
2 3 . 779
-
- Cust omers
On- b al ance sheet l iab il it ies
B.1 Deposits
- Banks
- Cust omers
17.448
1. 4 51
13.262
2.981
1.451
-
42.889
-
23.779
-
-
-
-
-
-
-
-
-
-
B.2 Debt securit ies
-
-
-
-
-
-
-
-
-
B.3 Ot her liabilit ies
-
-
-
-
-
-
-
-
-
Of f - b alance sheet t r ansact io ns
- Long posit ions
-
-
45.670
136.613
25.095
966
701
1.963
-
- Short positions
-
-
42.184
132.047
23.137
934
1.081
-
-
- Long posit ions
-
-
-
-
-
-
-
-
-
- Short positions
-
-
-
-
-
-
-
-
-
- Long posit ions
-
-
-
-
-
-
-
-
-
- Short positions
-
-
-
-
-
-
-
-
-
C.2 Deposits and loans receivable
C.3 Irrevocable commit ments to disburse funds
714
UBI Banca S.c.p.A.
liabilities – Other currencies
Items/maturities
On demand
1 to 7 days
15 days t o 1
month
7 to 15 days
1 mont h t o 3
months
3 mont hs to 6
months
6 months to 1
year
1 year t o 5 years
M ore than 5
years
O n- b alance sheet asset s
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
3 .8 53
-
-
-
-
-
A.4 Units in OICR
-
-
-
-
-
-
-
-
-
A.5 Financing
8 .56 3
1.8 6 6
171
2 2 .4 0 4
18 .70 9
622
-
-
-
- Banks
8.490
1.866
171
22.404
18.709
622
-
-
-
73
-
-
-
-
-
-
-
-
17.19 6
4 .3 4 7
4 76
14 .0 58
7. 79 5
-
- Customers
O n- b alance sheet li ab ilit ies
B.1 Deposits
-
-
-
- Banks
15.117
4.347
476
14.058
7.795
-
-
-
-
- Customers
2.079
-
-
-
-
-
-
-
-
B.2 Debt securities
-
-
-
-
-
-
-
-
-
B.3 Ot her liabilities
-
-
-
-
-
-
-
-
-
- Long positions
-
-
11.899
-
43.234
-
44
3.896
-
- Short posit ions
-
-
10.319
18.758
38.668
987
2.160
-
-
- Long positions
20.614
-
-
-
-
-
-
-
-
- Short posit ions
-
20.614
-
-
-
-
-
-
-
- Long positions
-
-
-
-
-
-
-
-
-
- Short posit ions
16.444
-
-
-
-
-
-
-
-
C.3 Irrevocable commitments t o disburse f unds
715
UBI Banca S.c.p.A.
2. Distribution of financial liabilities by business sector
Go v ernm ent
s and C entral
B anks
Other public
autho rities
1. D ue to c us to m ers
-
2.720
1.933.328
5.564
402.809
3.469.474
2. Securities is s ued
-
-
165.930
-
-
13.962.254
5.108
-
89.684
-
-
1.127.394
-
-
-
-
-
Expo s ures/C o unterparties
3. F inancial liabilities held fo r trading
4. F inancial liabilities at fair v alue
F inanc ial
c o m panies
Ins uranc e
c o m panies
N o n financ ial
c o m panies
Other
-
3 1.12 .2 0 0 8
5 .10 8
2 .7 2 0
2 .18 8 .9 4 2
5 .5 6 4
4 0 2 .8 0 9
18 .5 5 9 .12 2
3 1.12 .2 0 0 7
-
367
2 .8 4 4 .18 8
6 .4 5 4
6 .7 3 4
15 .5 14 .3 17
3. Geographical distribution of financial liabilities
Expo s ures /C o unterparties
Other
Euro pean
c o untries
Italy
A m eric a
R es t o f the
wo rld
A s ia
1. D ue to c us to m ers
5.3 6 5.6 74
4 4 8 .2 2 1
-
-
-
2. D ue to bank s
2 4 .6 9 5.115
4 .0 3 3 .9 78
2 .2 2 6
466
73 0
3. Sec urities is s ued
14 .12 8 .18 4
-
-
-
-
6 79 .177
519 .9 59
2 3 .0 50
-
-
4. F inanc ial liabilities held fo r trading
5. F inanc ial liabilities at fair v alue
-
-
-
-
-
3 1.12 .2 0 0 8
4 4 . 8 6 8 . 15 0
5 . 0 0 2 . 15 8
2 5.2 76
466
73 0
3 1.12 .2 0 0 7
3 3 .757.50 5
4 .4 79 .9 2 5
4 7 7 . 5 12
15 6 . 9 9 5
5.70 0
716
UBI Banca S.c.p.A.
SECTION 4 – Operational risk
A. General aspects, procedures for the management and methods for the measurement of
operational risk
Operational risk is defined as the risk of loss resulting from inadequate or failed procedures,
human resources and internal systems or from exogenous events. This type of risk includes
loss resulting from fraud, human error, business disruption, system failure, non performance
of contracts and natural disasters.
This definition includes the legal risk of losses resulting from violations of laws and
regulations, and from contractual or non contractual responsibilities or from other litigation,
but it does not include reputational and strategic risk.
UBI Banca Group places a particular focus in the formulation of operational risk management
policies on maintaining an appropriate risk profile that is consistent with the propensity to risk
defined by senior management. It is Group policy to identify, measure and monitor operational
risks within an overall process of operational risk management with the following objectives:
–
to identify the causes of prejudicial events at the origin of operational losses and
consequently to increase corporate profitability and improve operational efficiency, by
identifying critical areas and monitoring and optimising the system of controls;
–
to optimise policies to mitigate and transfer risk, such as for example, the use of
insurance, on the basis of the magnitude and effective exposure to risk;
–
to optimise the allocation and absorption of capital for operational risk and
provision policies in a perspective of creating value for shareholders;
–
to support decision-making processes concerning the start up of new business,
activities, products and systems;
–
to develop an operational risk culture at business unit level increasing
awareness throughout all the organisational structure;
–
to respond to the regulatory requirements of the New Basel Accord on Capital for
banks and banking groups.
The organisational model developed for operational risk management assigns duties and
responsibilities both locally and centrally to the legal entities involved at Group level. An
Operational Risk Committee has been formed at the Parent Bank with policy-making and
supervision duties for the overall process of operational risk management, while a specific
service (“Operational Risks Service”) is also in operation within the Risk Management Area
dedicated to the planning, development and maintenance of methods for detecting, measuring
and monitoring operational risk and for verifying the effectiveness of measures to mitigate it
and of the connected reporting systems. The Operational Risks Service receives support from
the Methods and Systems Service that operates within the Risk Management Area for the
design and development of the AMA methods and system structure and for maintenance of the
IT environment. Within the Risk Capital & Policies Area, there is also a Financial Service and
Operational Risk Policies Service, responsible, in co-operation with the other organisational
units concerned, for defining policy for the management, monitoring and mitigation of
operational risk, including policies for insurance risk management and for the Models and
Processes Validation Service responsible for the validation process.
The organisational model is structured with four levels of responsibility for the individual legal
entities of the Group:
–
Operational Risk Officer (ORO): these are responsible within their legal entities
for implementing the overall framework for the management of operational risks;
717
UBI Banca S.c.p.A.
–
Local Operational Risk Support Officer (LORSO): the main role acting in
support of the Operational Risk Officer in the general management of operational risks in the
legal entities to which they belong.
–
Risk Champion (RC): operationally responsible for supervising operational risk
management for the purposes of overall validation in their business areas, co-ordinating and
supporting the relative risk owners. They support the risk monitoring process and participate
in the definition and implementation of mitigation strategies;
–
Risk Owners (RO): their task is to recognise and report actual and/or potential
operational loss events which occur or are detected in the course of everyday operations. They
participate in the implementation of corrective or improvement action decided at higher levels
designed to reduce exposure to risk.
Management, measurement and control systems
The operational risk management system of the Group is composed of the following:
–
a decentralised process for collecting data on operational losses (loss data collection)
designed for integrated and systematic detection of damaging events that occur which result in
an actual loss;
–
a structured process for mapping and assessing risk scenarios (risk assessment) intrinsic
to the business areas of the Group, where the intention is to furnish critical operational self
diagnosis of potential exposure to the risk of future losses, of the adequacy of controls and of
the mitigation measures in place;
–
a database of operational losses incurred by the sector nationally since 2003. The Group
has participated in the DIPO (Italian database of operational losses) project launched by the
ABI (Italian Banking Association) to exchange loss data in the sector since it commenced;
–
a system for measuring economic and supervisory capital to calculate the absorption of
supervisory capital by operational risk for each business unit using a standardised and AMA
approach. The measurement of operational risk using the AMA system, currently subject to
authorisation, is of the “loss distribution approach” type and it was developed centrally by the
Risk Management Area of the Parent Bank.
Reporting
A reporting system has been implemented to support the monitoring of operational risks which
furnishes the information needed for proper management, measurement and mitigation of the
levels of risk assumed by the Group.
That system is structured with the same levels of responsibility employed by the organisational
model to support the multiple information requirements intrinsic to the federal model of Group
organisation. The objective is to guarantee standardised information and allow periodic
verification of the operational risks assumed as input for the definition of management
strategies and objectives that are consistent with standard levels of acceptable risk.
Reporting to corporate bodies, the senior management of the Parent Bank and of the network
banks and to the Operational Risks Committee is periodically performed centrally by the
Operational Risks Service. It includes an analysis at differing degrees of detail and with
differing frequencies (monthly/quarterly) according to requirements of the following: an
analysis of data on internal losses and the relative recoveries together with a comparison with
external data for the sector nationally; the results of the assessment of risk exposure with the
identification of areas of vulnerability; and a description of the action needed to prevent and
mitigate risk and of the relative effectiveness.
718
UBI Banca S.c.p.A.
Risk transfer mechanisms
The UBI Banca Group renewed the insurance policies expiring at the end of 2008 to cover the
principal transferable operational risks. It intends to use these to reduce its capital
requirement by means of the AMA approach, bringing them into line with prudential
supervisory regulations (Bank of Italy Circular No. 263/2006). The policies were taken out by
UBI Banca Scpa in its own name and on behalf of the network banks and product companies
of the Group concerned.
Legal risk
The Bank is party to a number of court proceedings and legal actions of varying nature arising
from the ordinary performance of its business. While it is not possible to predict final outcomes
with certainty, it is considered that an unfavourable conclusion of these proceedings, both
taken singly or as a whole, would not have a significant effect on the financial and economic
position of the Bank.
The graphs below show that the main sources of operational risk in the period January 2004December 2008 were “external context” (78% of impacts and 26% of frequencies) and
“processes” (20% of impacts and 69% of frequencies).
The “external context” risk drivers included human deeds performed by third parties and not
directly under the control of the Bank, such as for example thefts and robberies, paper fraud,
damage caused by natural events (earthquakes, floods, etc.) and other external events. The
“process” risk drivers included unintentional errors and incorrect application of regulations.
Percentage of operational losses by risk driver (detection January 2004 - December 2008)
Profit impact
3%
26%
20%
2%
0%
1%
69%
78%
Externa causes (external context)
Persons (human factor)
Processes
Systems
The changes that occurred in the impacts gross of insurance and other external recoveries
showed a constant trend with two exceptions in 2007 and 2008. Events of an exceptional
nature were detected over the last two years. A dispute arose in 2007 concerning transactions
in derivative instruments which generated a loss accounting for 60% of the total impacts
detected in 2007. The year 2008, on the other hand saw the detection of an “external fraud" as
a consequence of the Madoff affair which had an impact on the income statement of 54,2
million euro (92% of total impacts detected in 2008).
719
UBI Banca S.c.p.A.
Distribution of operational losses by year of detection (January 2004 - December 2008)
90%
80%
70%
60%
50%
40%
30%
20%
10%
0%
2004
2005
2006
Event frequency
2007
2008
Profit impact
List of the five largest losses from January 2004 to December 2008
Business Line Basilea
Event Type
Trading & Sales
External fraud
Trading & Sales
Customers, products and professional practices
Agency Services
Executon, delivery and processes management
Agency Services
Executon, delivery and processes management
Commercial Banking
Damage from External events
Impact
54.200.000
3.872.500
3.398.138
555.622
489.118
recovery
394.124
466.258
Almost all the operationally losses (gross of insurance recoveries and other external recoveries)
detected in the period 2004–2008 were concentrated in the event types “external fraud” (87%)
and “execution, delivery and process management” (9%).
The data for the banking sector nationally (DIPO-ABI Association) for the same period show
operational losses concentrated in the event classes “customers, products and professional
practices” accounting for 39%, “external fraud” (21%) and “execution, delivery and process
management” (16%).
720
UBI Banca S.c.p.A.
Percentage frequency of operational losses by type of event (detection January 2004 - December 2008)
Execution, delivery and process management
Business interruption and system malfunctions
Damage from external events
Employment and safety at work
External fraud
Internal fraud
0%
10%
20%
External data (Dipo)
30%
40%
50%
60%
Internal data (LDC)
Percentage profit impact of operational losses by type of event (detection January 2004 - December 2008)
Execution, delivery and process management
Business interruption and system malfunctions
Damage from external events
Employment and safety at work
External fraud
Internal fraud
0%
10%
20%
External data (Dipo)
721
30%
40%
50%
60%
70%
80%
90%
Internal data (LDC)
UBI Banca S.c.p.A.
Part F – Information on shareholders’ equity
SECTION 1 – Shareholders’ Equity
A. Qualitative information
Shareholders’ equity is defined by international accounting standards in a residual manner as
“what remains of an entity’s assets after all the liabilities have been deducted”. From a
financial point of view equity is the means measured in monetary form contributed by the
owners or generated by the entity.
Operational levers are developed on a broader aggregate, consistent with the supervisory
aggregate, which are characterised not just by equity in the strict sense but also by
intermediate aggregates such as innovative instruments, hybrid instruments and subordinated
liabilities.
As the Parent Bank, UBI Banca performs supervision and co-ordination activities for the
companies in the Group and, without prejudice to their business and company by-law
independence, lays down appropriate policies for them.
The Parent Bank analyses and co-ordinates capital requirements on the basis of the Group
development plan, the related risk profiles and, very importantly, in compliance with
supervisory constraints and acts as a privileged counterparty in gaining access to capital
markets applying an integrated approach to optimising capital strength.
722
UBI Banca S.c.p.A.
B. Quantitative information
The summary table below gives the origin, the availability for use and distribution of the items
of shareholders’ equity (figures given to one hundredth of a euro) in compliance with Art. 2427,
paragraph 1, No. 7 bis of the Italian Civil Code.
Errore. Il collegamento non è valido.
A = for increase in the share capital
B = to cover losses
C = for distribution to shareholders
(1) Amounts under suspended tax regime
(2) Following the merger with Banca Lombarda Piemontese, the issue premium reserve increased by 5.790.132.233,70 euro.
In consideration of the uncertainties over whether the reserve that arose following the merger transaction recognised in the accounts in accordance with IFRS
3 was available for distribution to shareholders, it was felt advisable to consider only that part which existed previously amounting to 1.310.245.825,91 euro
as distributable to shareholders until the government furnished clarifications.
(3) Distribution to shareholders is permitted in observance of paragraphs 2 and 3 of Art. 2445 of the Italian Civil Code. If it is used to cover losses, no
distribution can be made until the reserve has been replenished.
(4) Only that part of the reserve which exceeds one fifth of the share capital is available, even for distribution (Art. 2430, paragraph 1, Italian Civil Code).
(5) The “Value realignment reserve” under Law No. 266/2005 with taxation suspended amounting to a total of 90.607.559,00 euro consisted of 27.453.137,73
euro recognised in the “Valuation reserve – adoption of fair value to replace cost”, 61.649.339,66 euro in the “Reserve for reversal of prior year amortisation
and depreciation” and 1.505.081,61 euro in the "Reserve under Art. 7, Par. 2, Law No. 218/90".
SECTION 2 – Capital and Supervisory Ratios
2.1 Supervisory capital
The tables below summarise the main contractual characteristics of the debt instruments that
constitute the tier one capital, the supplementary capital and the tier three capital.
723
UBI Banca S.c.p.A.
1. Tier 1 capital
Type o f issue
Subo rdinated
depo sits
Depo sit B pb Funding Llc
2001/perpetual mixed rate
Currency euro
Depo sit B pci Funding Llc
Currency euro
Depo sit B anca Lo mbarda
P referred Capital Co mpany Llc
Currency euro
Co upo n
M aturity date
Until 2011fixed rate o f 8,364% and perpetual
subsequently variable rate
Euribo r 3 mo nths + 4,60%
Fixed rate 8,9% until year 10
perpetual
Euribo r 3 mo nths + 5,3% fro m
year 11
Until 2010 fixed rate o f 8,17%
perpetual
swapped with Euribo r 6 mo nths +
2,42% and subsequently variable
rate Euribo r 3 mo nths+ 3,375%
724
Early redemptio n
clause
Call 15.02.2011
Call 27.06.2011
No minal
A mo unt
300.000
IA S A mo unt
31.12.2008
324.776
115.001
123.436
155.000
165.930
UBI Banca S.c.p.A.
2. 2. Supplementary capital
Type o f issue
Ordinary subo rdinated
bo nd issues
(Lo wer Tier II)
M aturity date
139.021
IA S A mo unt
31.12.2008
133.687
110.979
108.533
599.399
588.514
Call 07.12.2010
500.000
500.760
30.06.2016
Call 30.06.2011
300.000
299.332
Quarterly
Euribo r 3M +0,50%
fo r years 1-7
Euribo r 3M +1,10%
fo r years 8-12
30.10.2018
Call 31.10.2013
300.000
301.946
Quarterly
Euribo r 3M +0,45%
fo r years 1-5
Euribo r 3M +1,05%
fo r years 6-10
Quarterly
Euribo r 3M +0,40%
fo r years 1-5
Euribo r 3M +1,00%
fo r years 6-10
30.06.2014
Call 30.06.2009
250.000
250.187
19.12.2016
Call 19.12.2011
200.000
200.062
Quarterly
Euribo r 3M +1,05%
30.06.2009
100.000
100.349
A nnual
Fixed rate 6,875%
23.02.2010
350.000
383.993
Euribo r 6M +0,70%
fo r years 1-7
Euribo r 6M +1,20%
fo r years 8-12
29.09.2015
200.000
203.098
Fixed rate o f 6,15%
25.06.2012
164.000
169.036
Euribo r 6M +1,10%
20.11.2013
200.000
201.211
Until 2010 fixed rate
o f 4,495 and
subsequently
flo ating rate Euribo r
6M + 1,20%
29.09.2015
700.000
720.151
2004/2014 - flo ating rate
ISIN IT0003723357
Currency euro
Half year
22.10.2014
Euribo r 6M +0,125%
fo r years 1-5
Euribo r 6M +0,725%
fo r years 6-10
ISIN IT0003754949
Currency euro
Half year
23.12.2014
Euribo r 6M +0,125%
fo r years 1-5
Euribo r 6M +0,725%
fo r years 6-10
ISIN IT0004424435
Currency euro
Quarterly
Euribo r 3M +0,85%
28.11.2015
EM TN
ISIN XS0237670319
Currency euro
Quarterly
Euribo r 3M +0,40%
fo r years 1-5
Euribo r 3M +1,00%
fo r years 6-10
07.12.2015
EM TN
ISIN XS0259653292
Currency euro
Quarterly
Euribo r 3M +0,50%
fo r years 1-5
Euribo r 3M +1,10%
fo r years 6-10
EM TN
ISIN XS0272418590
Currency euro
2004-2014 - flo ating rate
EM TN
ISIN XS0195722003
Currency euro
EM TN
ISIN XS0278107999
Currency euro
Ordinary subo rdinated
bo nd issues
(Upper Tier II)
Co upo n
EM TN
ISIN XS0099052275
Currency euro
2000-2010 - fixed rate
EM TN
ISIN XS0108245167
Currency euro
B P A Depo sit
2003/2015
Currency euro
Carime depo sit
2002/2012
Currency euro
Subo rdinated depo sits
Carime depo sit
(Tier II)
2003/2013
Currency euro
Carime depo sit
2003/2015
Currency euro
725
Early redemptio n
clause
Fro m 22.10.2009
Fro m 23.12.2009
Fro m 29.09.2010
Fro m 29.09.2010
No minal A mo unt
UBI Banca S.c.p.A.
3. Tier three capital
No debt instruments exist which constitute tier three capital.
3 1. 12 . 2 0 0 8
A.
T i er 1 cap i t al b ef o r e t he ap p l i cat i o n o f p r ud ent i al f i l t er s
B.
Tier 1 capit al prudent ial f ilt ers:
3 1. 12 . 2 0 0 7
10 . 0 3 1. 14 6
10 . 3 0 2 . 53 8
-84.029
-6.935
B.1
-IA S/ IFRS prudent ial f ilt ers posit ive (+)
4.503
204
B.2
-IA S/ IFRS prudent ial f ilt ers negat ive (-)
-88.532
-7.139
C.
T i er 1 cap i t al b ef o r e i t ems t o b e d ed uct ed ( A + B )
D.
It ems t o be deduct ed f rom t ier 1 capit al
E.
F.
G.
Supplement ary capit al prudent ial f ilt ers:
G.1
G.2
H.
I.
9 . 9 4 7. 117
10 . 2 9 5. 6 0 3
193.322
99.426
T o t al t i er 1 cap i t al ( C - D )
9 . 753 . 79 5
10 . 19 6 . 177
Sup p l ement ar y cap i t al b ef o r e t he ap p l i cat i o n o f p r ud ent i al f i l t er s
4 . 13 1. 9 8 2
3 . 6 0 2 . 112
-
-IA S/ IFRS prudent ial f ilt ers posit ive (+)
-IA S/ IFRS prudent ial f ilt ers negat ive (-)
Sup p l ement ar y cap i t al b ef o r e i t ems t o b e d ed uct ed ( F + G )
It ems t o be deduct ed f rom supplement ary capit al
T o t al sup p l ement ar y cap i t al ( t i er 2 ) ( H - I )
M.
It ems t o be deduct ed f rom t ot al t ier 1 and supplement ary capit al
N.
Sup er vi so r y cap i t al ( E + L - M )
O.
Tier t hree capit al (*)
Sup er vi so r y cap i t al i ncl usi ve o f t i er 3 ( N + O )
-
-
-9.907
4 . 13 1. 9 8 2
3 . 59 2 . 2 0 5
193.323
L.
P.
-9.907
-
3 . 9 3 8 . 6 59
99.426
3 . 4 9 2 . 779
36.475
13 . 6 55. 9 79
141.154
13 . 54 7. 8 0 2
13 . 6 55. 9 79
95.139
13 . 6 4 2 . 9 4 1
(*) port ion eligible f or inclusion against market risk
2.2 Capital adequacy requirement
The capital adequacy parameters are consistent with the type of business performed by
the Bank as a Parent Bank, which is almost entirely with members of the Group it leads.
The table below shows the absorption of supervisory capital as a function of the overall
capital adequacy requirement.
Compliance with that requirement at the end of the year involved a capital requirement
of 1.275,2 million euro.
The total capital ratios rose from 39,25% to 64,25%.
Finally, the tier 1 capital ratio as at 31st December 2008 stood at 45,89% compared to
29,33% the previous year.
726
UBI Banca S.c.p.A.
3 1. 12 . 2 0 0 8
A mo unt s no t
w ei g ht ed
C at eg o r i es/ A mo unt s
A mo unt s
w ei g ht ed
A . R I SK A SSET S
A . 1 C r ed i t and co unt er p ar t y r i sk
1. St andardised approach
3. Securit isat ions
B . SU PER V I SO R Y C A PI T A L R EQ U I R EM EN T S
87.779.446
18.069.542
179.827
39.012
R eq ui r ement s
1.448.684
B . 1 C r ed i t and co unt er p ar t y r i sk
160.213
B . 2 M ar ket r i sk
91.407
B . 3 O p er at i o nal r i sk
-
B . 4 O t her p r ud ent i al r eq ui r ement s
1.275.228
B . 5 T o t al p r ud ent i al r eq ui r ement s ( * )
C . R I SK A SSET S A N D SU PER V I SO R Y R A T I O S
21.253.805
C . 1 R i sk w ei g ht ed asset s
C . 2 T i er 1 cap i t al / r i sk w ei g ht ed asset s ( T i er 1 cap i t al r at i o )
45,89%
C . 3 Sup er vi so r y cap i t al i ncl usi ve o f t i er 3 / r i sk w ei g ht ed asset s ( T o t al cap i t al r at i o )
64,25%
(*) Banks belonging to banking groups also include a reduction of 25% in the calculation of total prudential
requirements. The reduction in prudential capital requirements for UBI Banca amounted to approximately 425
million euro.
727
UBI Banca S.c.p.A.
Part
G
–
Business
combination
transactions
concerning
companies or lines of business
No business combination transactions in accordance with accounting standard
IFRS 3 were performed in 2008.
728
UBI Banca S.c.p.A.
Part H – Transactions with related parties
1. 1. Information on the remuneration of board members and senior managers
Rem uneration for Board Mem be rs and senior m anagers
Short-term benefits (*)
15.730
- of which senior managers with strategic responsibility
8.584
Benefits subsequent to termination of employment
1.128
1.128
Other long term benefits
-
Indemnity for termination of employment
152
152
Share based payments
-
-
(*) In addition to the sum destined to the Supervisory Board and to the Management Board, the amount also
included fixed and variable remuneration paid to directors because it is equivalent to staff costs and social
security charges payable by the Bank to employees.
The remuneration in 2008 for 13 senior managers with strategic responsibility including
the Chief Executive Officer and the General Manager was governed by specific individual
agreements and in addition to a fixed component of remuneration there was also a
variable component linked to the achievement of short term objectives.
The following types of remuneration were paid (the relevant accounting standard may be
consulted for definitions):
a)Short-term benefits
Short-term benefits include salaries, social security contributions, indemnities to
replace vacations not taken, absences for illness, paid leave and benefits such as
medical care, housing, and company car.
Short term benefits also include the variable part of remuneration, payment of which is
dependent on meeting annual qualitative and quantitative objectives linked to the
Business Plan. This component accounts on average for approximately 15% of the
Bank’s total labour costs for the 13 senior managers with strategic responsibilities.
b) Benefits subsequent to termination of employment
Post-employment benefits include payments made to pensions funds in relation to
supplementary pensions, insurance premiums relating to health policies to reimburse
medical expenses incurred and other provisions for severance pay.
c) Other long term benefits
There are no medium to long term incentive plans.
d) Indemnity for termination of employment
This item includes payments made if the period of notice required under contracts is
increased in order to give greater protection to the operational continuity of the Group.
729
UBI Banca S.c.p.A.
Remuneration paid to directors, statutory auditors and the general manager
(Art. 78, Consob Resolution No. 11971 of 14/05/1999 and subsequent
amendments)
Surna m e and
f irs t na m e
P o s it io n
Faissola Co rrado Chairman o f the Superviso ry Bo ard o f UB I B anca
Trombi Gino
P e rio d o f
a ppo int m e nt
D ate o n
whic h
appo int m ent
e nds
E m o lum ent s
f o r t he
po s it io n
B o nus es
Non
and
O t he r
m o ne t a ry
o t he r
rem une ra t i
be nef it s inc ent ive
o n (7)
s
10.05/31.12
A.G.M . 2010
389.214,28
93,65
Deputy Chairman o f the M anagement B oard o f UBI B anca
01.01/09.05
09.05.2008
198.928,57
93,65
Directo r and member o f the Executive Co mmittee o f B anco di B rescia
SpA
01.01/09.05
09.05.2008
93,65
23.574,57
Directo r o f Banco di San Gio rgio SpA
01.01/09.05
09.05.2008
93,65
3.035,72
Senio r Deputy Chairman and member o f the Executive Co mmittee of
Banca Regionale Euro pea SpA
01.01/09.05
09.05.2008
117,06
48.668,16
Chairman o f the Superviso ry Bo ard o f UB I B anca
01.01/10.05
10.05.2008
12.05/31.12
A.G.M . 2011
Chairman o f the B o ard of Directo rs and member of the Executive
Co mmittee o f B anco di Brescia SpA
Deputy Chairman o f the Bo ard o f Directors and member o f the Executive
Co mmittee o f Centro banca
218.535,72
468,26
238.137,37
28.05/31.12
A .G.M . 2009
Calvi Giuseppe
Senio r Deputy Chairman o f Superviso ry B o ard o f UBI Banca
01.01/31.12
A.G.M . 2010
359.500,00
468,26
56.856,56
Fo lo nari Alberto
Deputy Chairman o f the Superviso ry B o ard o f UBI B anca
01.01/31.12
A.G.M . 2010
256.500,00
468,26
M azzo leni M ario
Deputy Chairman o f the Superviso ry B o ard o f UBI B anca
01.01/31.12
A.G.M . 2010
255.750,00
468,26
B azo li Giovanni
M ember o f the Superviso ry Bo ard o f UB I B anca
01.01/31.12
A.G.M . 2010
105.000,00
468,26
B ellini Luigi
01.01/31.12
A.G.M . 2010
161.000,00
468,26
Cattaneo M ario
01.01/31.12
A.G.M . 2010
266.250,00
468,26
Ferro Luzzi Pao lo M ember o f the Superviso ry Bo ard o f UB I B anca
01.01/31.12
A.G.M . 2010
103.750,00
468,26
Fidanza Virgilio
01.01/31.12
A.G.M . 2010
104.000,00
468,26
Fo ntana Enio
01.01/31.12
A.G.M . 2010
102.500,00
468,26
Garavaglia Carlo
01.01/31.12
A.G.M . 2010
215.750,00
468,26
Gussalli B eretta
P ietro
01.01/31.12
A.G.M . 2010
103.500,00
468,26
Lucchini Giuseppe M ember o f the Superviso ry Bo ard o f UB I B anca
01.01/31.12
A.G.M . 2010
104.250,00
468,26
Lucchini Italo
01.01/31.12
A.G.M . 2010
161.750,00
468,26
M anzoni Federico M ember o f the Superviso ry Bo ard o f UB I B anca
01.01/31.12
A.G.M . 2010
213.000,00
468,26
M oltrasio A ndrea M ember o f the Superviso ry Bo ard o f UB I B anca
01.01/31.12
A.G.M . 2010
104.000,00
468,26
M usumeci Toti S. M ember o f the Superviso ry Bo ard o f UB I B anca
01.01/31.12
A.G.M . 2010
105.750,00
468,26
Orlandi Sergio
01.01/31.12
A.G.M . 2010
158.750,00
468,26
P ederso li
A lessandro
01.01/31.12
A.G.M . 2010
104.750,00
468,26
P ero lari Gio rgio
01.01/31.12
A.G.M . 2010
106.750,00
468,26
P ivato Sergio
01.01/31.12
A.G.M . 2010
211.750,00
468,26
Sestini Roberto
01.01/31.12
A.G.M . 2010
103.250,00
468,26
Zaleski Ro main
C.
01.01/10.05
10.05.2008
36.464,29
468,26
A lbertani B attista M ember o f the Superviso ry Bo ard o f UB I B anca
10.05/31.12
A.G.M . 2010
67.035,71
Zanetti Emilio
P izzini Flavio
Directo r and member o f the Executive Co mmittee o f B anca di Valle
Camo nica SpA
01.01/07.04
07.04.2008
Chairman o f the M anagement B o ard of UB I Banca
01.01/31.12
A.G.M . 2010
Directo r o f BP B Immo biliare Srl
01.01/31.12
A.G.M . 2011
Co mmittee o f B anca P opo lare di Bergamo SpA
Deputy Chairman o f the Bo ard o f Directors o f UBI P artecipazioni
Assicurative SpA
Deputy Chairman o f the Bo ard o f Directors o f UBI A ssicurazio ni Vita
SpA
01.01/31.12
01.01/09.04
01.01/18.06
Deputy Chairman o f the Bo ard o f Directors o f UBI A ssicurazio ni SpA
01.01/09.04
Deputy Chairman o f the M anagement B oard o f UBI B anca
10.05/31.12
A.G.M . 2010
358.733,52
M ember o f the M anagement Bo ard of UB I Banca
01.01/09.05
09.05.2008
55.909,34
01.01/31.12
A.G.M . 2011
Directo r and member o f the Executive committee (fro m 12.05.2008) o f
Banco di B rescia SpA
Co mmittee o f UBI Sistemi e Servizi SpA
132,76
857.500,00
12.367,20
78,04
78,04
3.750,00
A.G.M . 2011
78,04
205.892,86
09.04.2008
78,04
3.174,66
18.06.2008
78,04
11.880,74
09.04.2008
78,04
4.656,16
123,95
123,95
59.386,25
80.835,20
01.01/31.12
A .G.M . 2009
123,95
Chairman o f the B o ard of Directo rs of So lo fid Spa
01.01/14.02
14.02.2008
123,95
Chairman o f the B o ard of Directo rs of UB I Banca Internatio nal SA
01.04/31.12
A .G.M . 2009
01.12/31.12
A .G.M . 2009
54.848,00
289,00
16.666,67
74.555,06
01.01/30.11
30.11.2008
2.288,00 (2)
5.954,19
183.333,33
553.813,54
M assiah Victo r (1) Chief Executive Officer of the M anagement B oard o f UBI B anca
General M anager and M ember o f the M anagement Bo ard o f UB I Banca
fro m 27.11.2008 to 30.11.2008
4.822,00
2.250,00
(continued)
730
UBI Banca S.c.p.A.
Surna m e and
f irs t na m e
P o s it io n
A uletta Armenise
Giampiero
B ertolo tto Piero
B o selli M ario
Camadini
Giuseppe
Cera M ario
Frigeri Giorgio
Gusmini Alfredo
P o lo tti Franco
P e rio d o f
a ppo int m e nt
D ate o n
whic h
appo int m ent
e nds
E m o lum ent s
f o r t he
po s it io n
B o nus es
Non
and
Ot he r
m o ne t a ry
o t he r
rem une ra t i
be nef it s inc ent ive
o n (7)
s
01.12/31.12
A.G.M . 2010
13.000,00
606,70
83.813,40
Chief Executive Officer of the M anagement B oard o f UBI B anca
01.01/30.11
30.11.2008
877.109,00
6.324,38
931.305,24
Directo r and member o f the Executive Co mmittee o f B anca P opo lare di
Bergamo Spa
01.01/31.12
A.G.M . 2011
5.975,54 (3)
Directo r o f Banco di Brescia SpA
01.01/31.12
A.G.M . 2011
3.869,57 (3)
Directo r o f Banca Regionale Europea Spa
16.06/31.12
A .G.M . 2009
2.811,46 (3)
Directo r and M ember o f the Executive Co mmittee o f B anca Po po lare
Co mmercio e Industria Spa
01.01/31.12
A.G.M . 2011
5.500,00 (3)
Directo r and member o f the Executive Co mmittee o f B anca Carime Spa
01.01/17.12
A.G.M . 2011
5.500,00 (3)
Directo r and M ember o f the Executive Co mmittee o f B anca Po po lare di
Anco na SpA
01.01/31.12
A.G.M . 2011
5.250,00 (3)
Directo r and member o f the Executive Co mmittee o f Centro banca Spa
01.01/31.12
A.G.M . 2011
3.887,98 (3)
01.01/31.12
A.G.M . 2010
Co mmittee o f B anca Regio nale Euro pea Spa
01.01/31.12
A .G.M . 2009
165,27
357.499,21
Directo r o f UBI B anca Internatio nal SA
01.01/31.12
A .G.M . 2009
165,27
3.000,00
Directo r o f Banca 24-7 SpA
25.02/31.12
A.G.M . 2010
01.01/31.12
A.G.M . 2010
Co mmittee o f Centro banca Spa
01.01/31.12
A.G.M . 2011
01.01/31.12
A.G.M . 2010
Directo r o f Banco di Brescia SpA
01.01/31.12
A.G.M . 2011
Co mmittee o f B anca Regio nale Euro pea Spa
16.06/31.12
A .G.M . 2009
Directo r o f Banca Regionale Europea Spa
01.01/15.06
15.06.2008
123,95
12.846,16
Directo r o f Banca di Valle Camo nica Spa
01.01/31.12
A.G.M . 2011
123,95
27.500,00
Chairman o f the B o ard of Directo rs of UB I Fiduciaria SpA (formerly
So lofid SpA)
14.02/31.12
A .G.M . 2009
01.01/31.12
A.G.M . 2010
Deputy Chairman (Senio r fro m 12.05.2008) o f the Bo ard o f Directo rs and
member o f the Executive Co mmittee of B anca Regio nale Euro pea SpA
01.01/31.12
A .G.M . 2009
Directo r and member o f the Executive Co mmittee o f UBI Pramerica
SGR Spa
13.02/31.12
A.G.M . 2011
01.01/31.12
A.G.M . 2010
Chairman o f the B o ard of Directo rs of B anca 24-7 SpA
01.01/31.12
A.G.M . 2010
33,45
53.250,00
Chairman o f the B o ard of Directo rs of Centrobanca Sviluppo Impresa
SGR Spa
01.01/31.12
A.G.M . 2011
33,45
18.000,00
Chairman o f the B o ard of Directo rs of FinanzAttiva Servizi Srl
01.01/31.12
A.G.M . 2011
33,45
1.000,00
157.000,00
165,27
5.908,47
157.500,00
234,13
234,13
156.750,00
196.000,00
123,95
123,95
42.952,18
76.892,12
34.915,00
157.250,00
247,90
247,90
307.499,21
12.000,00
157.250,00
33,45
Co mmittee o f UBI Pramerica SGR Spa
Co mmittee o f Centro banca Spa
Chairman o f the B o ard of Directo rs of UB I Pramerica A lternative
Investments SGR Spa
01.01/31.12
A.G.M . 2011
33,45
50.000,00
01.01/31.12
A.G.M . 2011
33,45
95.500,00
01.01/31.12
A .G.M . 2009
33,45
3.000,00
Directo r o f Capitalgest Alternative Investments SGR Spa
21.01/31.12
A .G.M . 2009
Directo r and member o f the Executive Co mmittee o f UBI Sistemi e
Servizi Spa
01.01/31.12
A .G.M . 2009
33,45
21.585,20
Chairman o f the B o ard of Directo rs of M ercato Impresa SpA
01.01/20.03
20.03.2008
33,45
4.329,00 (4)
649,00 (4)
250,00
Chairman o f the B o ard of Directo rs of Co ralis Rent Srl
01.01/20.03
20.03.2008
33,45
Chairman o f the B o ard of Directo rs of Co ralis Travel Srl
01.01/20.03
20.03.2008
33,45
Directo r o f UBI P artecipazioni A ssicurative Spa
01.01/09.04
09.04.2008
33,45
1.975,34
Directo r o f UBI A ssicurazio ni Spa
01.01/09.04
09.04.2008
33,45
2.680,82
Directo r o f UBI A ssicurazio ni Vita Spa
01.01/18.06
18.06.2008
33,45
4.029,01
01.01/31.12
A.G.M . 2010
Directo r o f Banca Carime Spa
01.01/24.01
24.01.2008
10.05/31.12
A.G.M . 2010
12.05/31.12
A.G.M . 2011
01.01/11.05
11.05.2008
Directo r and member o f the Executive Co mmittee o f B anco di B rescia
SpA
Co mmittee o f B anco di Brescia SpA
307.500,00 (5)
468,26
1.290,31
101.428,57
46.678,58
495,80
82.171,38
(continued)
731
UBI Banca S.c.p.A.
Surna m e and
f irs t na m e
So ra Riccardo
(1)(6)
Senio r managers
with strategic
respo nsibility (1)
P o s it io n
General M anager o f UBI Banca
P erio d o f
a ppo intm
e nt
01.12/31.12
01.12/31.12
D ate o n
whic h
appo int m e nt
e nds
The po sition has
no terminatio n
date
The po sitio ns
have no
terminatio n date
Em o lum e nts
fo r t he
po s it io n
B o nuse s
Non
and
O t he r
m o ne t ary
o the r
re m une ra ti
be ne f its inc e nt iv e
o n (7 )
s
310,00
22.000,00
49.080,05
44.658,81 677.500,00
3.095.212,55
(1) The remuneration relating to Mr. Victor Massiah for the whole of 2008, to Mr. Riccardo Sora from 01/12/2008 and to senior managers with strategic responsibility does not
include that relating to any posts held by them in other companies in the Group because this is paid directly to UBI Banca.
(2) The amount relates to remuneration for the post of Member of the Management Board of UBI Banca from 27/11/2008.
(3) For Mr. Auletta Armenise the remuneration received from 01/12/2008 is given because until 30/11/2008 the remuneration received for positions held in Group member
companies was paid directly to UBI Banca.
(4) The remuneration was paid at the end of 2007 and the amounts stated in the 2007 financial statements already included those sums.
(5) The amount is inclusive of the special remuneration amounting to 150.000 euro for the position of board member appointed to oversee the internal control system pursuant
to Art. 43 bis of the corporate by-laws.
(6) The remuneration accruing to Mr. Riccardo Sora for his position as director of Banca Carime was not paid to him because Mr. Sora was an employee of Banca Popolare di
Bergamo during the period in question.
(7) The column “other remuneration” gives details of emoluments paid by other Group member companies and also, where relevant, reimbursement of expenses and employee
salaries.
732
UBI Banca S.c.p.A.
Shareholdings of management and supervisory bodies, the General Manager and
senior managers with strategic responsibilities
(Art. 79, Consob Resolution No. 11971 of 14/05/1999 and subsequent
amendments)
S urna m e a nd f irs t na m e
Faisso la Co rrado
S ha re ho ldi
ng in
UB I
T ype o f ho lding
O wne rs hip t it le
direct
N um be r o f
s ha re s
o wne d a s
at
3 1.12 .2 0 0 7
N um be r o f
s ha re s
purc ha s e d
N um be r o f
s ha re s
o wne d a s
at
3 1.12 .2 0 0 8
N um be r o f
s ha re s
s o ld
full o wnership
10.215
-
-
10.215
usufruct
81.276
-
-
81.276
124.783
indirect
full o wnership
124.783
-
-
spo use (directly)
full o wnership
9.225
-
-
9.225
spo use (indirectly)
full o wnership
124.783
-
-
124.783
Tro mbi Gino
UB I
direct
full o wnership
20.000
-
-
20.000
Calvi Giuseppe
UB I
direct
full o wnership
42.000
-
-
42.000
spo use (directly)
full o wnership
41.500
3.000
-
44.500
Fo lo nari A lberto
UB I
direct
full o wnership
1.039.630
4.000
-
1.043.630
legal title o nly
286.857
-
-
286.857
usufruct
497.997
-
-
497.997
369.509
spo use (directly)
full o wnership
369.509
-
-
M azzo leni M ario
UB I
direct
full o wnership
7.452
3.800
-
11.252
B azo li Gio vanni
UB I
direct
full o wnership
70.747
-
-
70.747
usufruct
209.160
-
-
209.160
spo use (directly)
full o wnership
98.669
-
-
98.669
direct
full o wnership
8.385
-
-
8.385
705.718
-
-
705.718
250
B ellini Luigi
UB I
usufruct
Cattaneo M ario
UB I
direct
full o wnership
250
-
-
Ferro -Luzzi P ao lo
UB I
direct
full o wnership
250
-
-
250
Fidanza Virginio
UB I
direct
full o wnership
55.000
-
-
55.000
spo use (directly)
full o wnership
50.000
-
-
50.000
Fo ntana Enio
UB I
direct
full o wnership
1
-
-
1
indirect
full o wnership
32.000
-
-
32.000
Garavaglia Carlo
UB I
direct
full o wnership
274
-
-
274
Gussalli B eretta P ietro
UB I
direct
full o wnership
300
10.000
-
10.300
Lucchini Giuseppe
UB I
direct
full o wnership
usufruct
Lucchini Italo
UB I
M anzo ni Federico
UB I
M o ltrasio A ndrea
UB I
827.526
-
-
827.526
1.086.544
-
-
1.086.544
spo use (directly)
full o wnership
9.536
-
-
9.536
direct
full o wnership
35.163
-
-
35.163
spo use (directly)
full o wnership
64.288
-
-
64.288
direct
full o wnership
13.300
-
-
13.300
direct
full o wnership
2.250
2.250
-
4.500
spo use (directly)
full o wnership
6.344
-
-
6.344
children - mino rs (directly)
full o wnership
750
-
-
- - - - (2)
M usumeci To ti S.
UB I
direct
full o wnership
2.036
-
-
2.036
Orlandi Sergio
UB I
direct
full o wnership
115.587
-
-
115.587
spo use (directly)
full o wnership
34.008
-
-
34.008
P ederso li A lessandro
UB I
direct
full o wnership
5.463
-
-
5.463
spo use (directly)
full o wnership
332
-
-
332
direct
full o wnership
25.000
40.000
-
65.000
20.210
P ero lari Gio rgio
UB I
spo use (directly)
full o wnership
20.210
-
-
P ivato Sergio
UB I
direct
full o wnership
250
-
-
250
Sestini Ro berto
UB I
direct
full o wnership
50.273
-
-
50.273
indirect
full o wnership
35.000
-
-
35.000
spo use (directly)
full o wnership
34.050
300
-
34.350
direct
full o wnership
90.794
-
-
90.794
spo use (directly)
full o wnership
1.090.544
-
-
1.090.544
direct
full o wnership
16.067
-
-
16.067
B anca di Valle
direct
Camo nica
full o wnership
100
-
-
100
Zaleski Ro main Camille
UB I
A lbertani B attista
UB I
Zanetti Emilio
UB I
spo use (directly)
full o wnership
6.540
-
-
6.540
UB I
indirect
full o wnership
33.200
-
-
33.200
UB I
direct
full o wnership
262.682
spo use (directly)
262.682
-
-
usufruct
22.576
-
-
22.576
full o wnership
187.500
-
-
187.500
P izzini Flavio
UB I
direct
full o wnership
8.000
-
-
8.000
M assiah Victo r
UB I
direct
full o wnership
87.003
10.000
-
97.003
733
UBI Banca S.c.p.A.
S urna m e a nd f irs t na m e
S ha re ho ldi
ng in
T ype o f ho lding
O wne rs hip t it le
N um be r o f
s ha re s
o wne d a s
at
3 1.12 .2 0 0 7
N um be r o f
s ha re s
purc ha s e d
N um be r o f
s ha re s
o wne d a s
at
3 1.12 .2 0 0 8
N um be r o f
s ha re s
s o ld
A uletta A rmenise Giampiero
UB I
direct
full o wnership
250.109
13.000
-
B erto lo tto P iero
UB I
direct
full o wnership
250
-
-
263.109
250
B o selli M ario
UB I
direct
full o wnership
2.095
-
-
2.095
spo use (directly)
full o wnership
569
-
-
569
Camadini Giuseppe
UB I
direct
full o wnership
736.150
-
-
736.150
B anca di Valle
direct
Camo nica
full o wnership
2.000
-
-
2.000
Cera M ario
UB I
direct
full o wnership
30.089
3.250
-
33.339
Frigeri Gio rgio
UB I
direct
full o wnership
11.918
-
-
11.918
spo use (directly)
full o wnership
9.808
100
-
9.908
Gusmini A lfredo
P o lo tti Franco
So ra Riccardo
Dirigenti co n respo nsabilità strategiche
(1)
UB I
UB I
UB I
UB I
direct
full o wnership
63.000
-
-
63.000
spo use (directly)
full o wnership
72.000
-
-
72.000
direct
full o wnership
2.000
-
-
2.000
indirect
full o wnership
1.539.741
30.000
-
1.569.741
530.259
legal title o nly
530.259
-
-
spo use (directly)
full o wnership
1.000
-
-
1.000
direct
full o wnership
16.500
-
-
16.500
29.414
direct
full o wnership
19.414
10.000
-
spo use (directly)
full o wnership
4.924
350
-
5.274
children - mino rs (directly)
full o wnership
665
-
-
500 (2)
(1) the balance as at 31.12.2007 of the shareholdings of senior managers with strategic responsibility and their family members is different from that
published in the 2007 annual report as at 31.12.2007 because one member retired and there were changes regarding family members during 2007.
(2) Some children who were minors attained eighteen years of age in 2008 and no longer fell within the scope of the Consob resolution (the balance as
at 31.12.2008 was therefore stated net of any shares that may have been held by those persons).
734
UBI Banca S.c.p.A.
2. Transactions with related parties
In compliance with CONSOB communications No. 97001574 of 20th February 1997, No.
98015375 of 27th February 1998, No. 1025564 of 6th April 2001 and lastly with
communications No. DEM/6064293 of 28th July 2006 and No. 15519 of 28th July 2006,
we report that all transactions carried out by the Parent Bank with related parties were
conducted in observance of correct principles both in substance and form under
conditions analogous to those applied for transactions with independent parties.
Following the repeal by the aforementioned CONSOB Communication of 14th April 2005
of the third paragraph of article 71-bis of CONSOB Regulation No. 11971/1999, by
which the previous Communication No. 2064231 of 30th September 2002 defined the
notion of related parties, since that definition is no longer valid, in accordance with IAS
24, a related party is considered to be related to the issuer if:
a)
it directly or indirectly controls, is controlled by or is under common control with
the issuer; or it holds an interest that allows it to exercise significant influence over the
issuer;
b)
it is an associate of the issuer (as defined in IAS 28 - investments in associates);
c)
it is a joint venture in which the issuer is a venturer;
d)
he/she is a manager with strategic responsibilities of the issuer or of its parent,
where a manager with strategic responsibility is intended as meaning those who have
power and responsibility for the planning, management and control of the activities of
the issuer including its directors;
e)
he/she is a close member of the family of one of the individuals referred to in (a)
or (d) (a close family member is intended as meaning those who are potentially able to
influence an individual related to the issuer or be influenced by them in their relations
with the issuer);
f)
the party is an entity that is controlled, jointly controlled or significantly
influenced by any individual referred to in (d) or (e) or any individual referred to in (d) or
(e) holds significant voting power in such entity, either directly or indirectly;
g)
it is a pension fund for the employees of the issuer or of any entity related to it.
In particular, the parent company UBI Banca and UBI Sistemi e Servizi provide the
subsidiaries of the parent with a series of services, governed by intercompany contracts
drawn up in accordance with the principles of consistency, transparency and uniformity
in line with the organisational model of the Group. Under this model, strategic,
technical, operational and management activities are centralised at UBI Banca and the
service company. The prices agreed for the services provided under the contracts were
determined on the basis of market prices or, where appropriate reference parameters
could not be found in the marketplace, in accordance with the particular nature of the
services provided, on the basis of the cost incurred.
The main intragroup contracts existing at the end of the year included those which
implement the centralisation of activities in the Governance, Support and Business
Areas of the UBI Banca and UBI Sistemi e Servizi and they involved the Parent Bank,
the service company and the main banks in the Group (Banca Popolare di Bergamo SpA,
Banco di Brescia Spa, Banca Regionale Europea Spa, Banca Popolare Commercio e
Industria Spa, Banca Carime Spa, Banca Popolare di Ancona Spa, Banco San Giorgio
Spa, Banca di Valle Camonica Spa and Banca Lombarda Private Investments Spa) and
also contracts to implement the “national fiscal consolidation” (in accordance with
articles 117 to 129 of Presidential Decree No. 917/1986, the consolidated law on income
tax) concluded by the Parent Bank with thirty four Italian companies in the Group.
We report with regard to transactions between the Parent Bank and all of its related
parties that no atypical and/or unusual transactions were performed; furthermore no
transactions of that type were even performed with counterparties that were not related
parties.
Atypical and/or unusual transactions, as indicated in Consob Communications No.
98015375 of 27th February 1998 and No. 102564 of 6th April 2001, are intended to
735
UBI Banca S.c.p.A.
mean all those transactions which, because of their significance/entity, the nature of
the counterparties, the content of the transaction (even in relation to ordinary
operations), the way in which the transfer price is decided and the timing of the event
(close to the end of the financial year) might give rise to doubts concerning: the
correctness/completeness of the information in the accounts, a conflict of interests, the
security of the companies assets and the rights of minority shareholders. Furthermore a
special procedure has been put in place to list and update details of related parties and
also to monitor transactions with them.
736
UBI Banca S.c.p.A.
Summary of principal balance sheet transactions with related parties
Re late d party
Direct sub sidiaries
Financial
as se ts
he ld for
trading
Available for-s ale
financial
as se ts
Loans to
bank s
Loans to
custom e rs
647.187
48.480
26.938.670
10.244.813
442.133
-
14.085
-
15.210
-
Direct associates
Othe r
as s e ts
Due to
bank s
Due to
cus tom er
s
Securitie s
iss ued
Financial
liabilitie s
he ld for
trading
Othe r
liabilitie s
Guarantee s
grante d
23.731.005
226.007
165.930
499.115
343.618
3.480.056
-
-
-
-
-
40.000
10.000
Direct joint ventures
-
-
-
10.036
-
-
1.629
-
-
-
Senior managers
-
-
-
2
-
-
266
-
-
-
-
Other related parties
15.000
Percentage of balance sheet transactions with related parties in respect of the financial statements of UBI Banca
Re late d party
Financial
as s e ts
he ld for
trading
Available for-s ale
financial
as s e ts
Loans to
bank s
Loans to
cus tom e r
s
With related parties (a) 647.187
62.565
26.938.670
10.270.061
442.133
2.767.513
29.298.338
10.446.768
856.102
Total (b )
Percentage (a/b *100)
2.424.111
26,70%
2,26%
91,95%
98,31%
737
Othe r
as s e ts
51,64%
Due to
bank s
Due to
cus tom e r
s
Se curitie s
is s ue d
Financial
liabilitie s
he ld for
trading
Othe r
liabilitie s
23.731.005
227.902
165.930
499.115
343.618
3.545.056
28.732.515
5.813.895
14.128.184
1.222.187
1.186.375
3.750.533
82,59%
3,92%
1,17%
UBI Banca S.c.p.A.
40,84%
28,96%
Guarante e s
grante d
94,52%
Summary of principal income statement transactions with related parties
Re lated party
Direct subsidiaries
Direct associates
Net
intere st
Net
com m iss io
n incom e
Divide nds
and
sim ilar
incom e
Profits
and
loss es on
financial
operation
s
Other
Staff costs
Othe r
operating
adm inistrative
re venues
expens es
and
expens es
504.261
624
832.447
1.614
174.067
62.023
-
-
3.111
-
22
-
-
-
-
Direct joint ventures
-
-
1.925
-
-
Senior managers
-
-
-
-
-
Other related parties
-
-
-
-
33
(69.323)
(17.010)
-
-
(1.131)
Percentage of income statement transactions with related parties in respect of the accounts of UBI Banca
Related party
With related parties (a)
Net
interest
Ne t
Dividends
com m iss io
and
n incom e
s im ilar
incom e
Profits
Other
Staff costs
Other
and
operating
adm inistrative
loss es on revenues
expens es
financial
and
operation expens es
s
504.261
624
837.483
1.614
174.122
45.013
(70.454)
Total (b)
(250.789)
13.174
904.355
(83.343)
166.082
(174.152)
(177.131)
Percentage (a/b*100)
-201,07%
4,74%
92,61%
-1,94%
104,84%
-25,85%
39,78%
738
UBI Banca S.c.p.A.
Principal balance sheet items with subsidiaries subject to control, joint control and significant influence
F u l l y c o n s o l i d a t e d c o mp a n i e s
B @nc a 24-7 Spa
B anc a Car i me Spa
B anc a di V al l e C amoni c a Spa
Fi na nc i a l
Ava il abl e- f or -
a sse t s h e l d
sa l e f i n a n c i a l
f or t r ading
a sse t s
647. 187
Loa ns t o
c u st o m e r s
Ot h e r a sse t s
D ue t o ba nk s
Due t o
S e c ur i t i e s
li abi li t ie s
Ot h e r
Gu a r a n t e e s
c u st o m e r s
i ssu e d
he l d f or
li abil it i e s
gr a nt e d
t r a ding
48. 480
26. 938.670
10.244.813
442. 133
23. 731. 005
226.007
165.930
499. 115
343. 618
3. 480.056
169. 995
-
8. 529. 946
-
18. 022
175
-
-
56. 538
8. 828
306
-
146
-
132
4. 793. 492
-
-
23. 924
-
-
7. 092
-
563. 588
-
9. 898
558. 519
-
-
11. 167
7. 150
50. 350
-
1. 550
-
-
-
-
-
-
-
-
-
4. 480
-
75. 938
-
253
397. 841
-
-
-
677
858
B anc a Lombar da P r ef er r ed Capi t al Company LLC
B anc a Lombar da P r i vat e I nv es t ment Spa
Fi na nc i a l
Loa ns t o
ot her banks
B anc a P opol ar e Commer c i o e I ndust r i a Fundi ng LLC
80. 000
-
-
-
-
-
123. 436
-
-
-
-
-
B anc a P opol ar e Commer c i o e I ndust r i a Spa
57. 028
-
1. 195. 310
-
222
2. 049. 520
-
-
40. 007
-
125. 586
B anc a P opol ar e di A nc ona Spa
42. 659
-
1. 279. 790
-
98
1. 543. 472
-
-
28. 734
-
B anc a P opol ar e di B er gamo Spa
44. 429
-
2. 433. 986
-
158. 178
6. 901. 747
-
-
94. 935
124. 270
173. 277
B anc a Regi onal e E ur opea Spa
63. 745
-
1. 269. 985
-
41. 483
1. 660. 341
-
-
63. 341
37. 640
333. 561
127. 749
-
3. 134. 481
-
98. 742
2. 789. 135
-
165. 930
104. 346
78. 525
523. 739
28. 283
-
1. 015. 651
-
7. 144
191. 079
-
-
11. 317
537
77. 956
B anque de Depot s et de Gest i on Sa
-
-
22. 734
-
-
64
-
-
-
-
1. 849
B P B Fundi ng LLC
-
-
-
-
-
324. 776
-
-
-
-
-
B P B I mmobi l i ar e Sr l
-
-
-
-
1. 362
-
-
-
-
1. 219
-
Capi t al gest A l t er nat i v e I nv es t ment SGR Spa
-
-
-
-
406
-
-
-
-
1. 464
-
Capi t al gest SGR Spa
-
-
-
-
-
-
-
-
-
3. 387
-
51. 665
-
5. 762. 384
-
-
158. 478
-
-
64. 231
-
888. 036
Cent r obanca Svi l uppo I mpr esa SGR Spa
-
35. 854
-
-
-
-
-
-
-
22
-
Cor al i s Rent Sr l
-
-
-
-
23
-
-
-
-
208
120. 000
Cor al i s T r avel Sr l
-
-
-
-
-
74
Fi nanz A t t i va Ser v i zi Sr l
-
-
-
-
3
-
-
-
-
-
-
I W B ank Spa
-
-
1. 519. 473
-
-
1. 912. 593
-
-
-
-
100
M er cat o I mpr es a Spa
-
-
-
-
459
-
-
-
-
510
-
Or i o Fi nance Nr . 1 P l c
-
-
-
-
-
-
-
-
-
-
-
17. 344
-
-
-
-
-
2
-
-
-
-
6. 907
-
-
-
-
-
-
-
-
-
-
UB I Cent r osy st em Spa
-
-
-
10. 123
27
-
-
-
-
117
-
22. 383
11. 076
-
8. 155. 478
41. 408
-
115. 621
-
575
22. 250
174. 587
UB I P r amer i ca A l t er nat i ve SGR Spa
-
-
-
-
12
-
-
-
-
478
-
Uni one di B anche I t al i ane per i l Fact or i ng Spa
-
-
-
2. 040. 471
8. 281
-
-
-
-
7. 316
656. 885
B anc o di B r esc i a Spa
B anc o di San Gi or gi o Spa
Cent r obanca Spa
UB I Leas i ng Spa
-
-
-
-
37. 590
-
UB I Fi duc i ar i a S. P . A . di A mmi ni s t r azi one Fi duci ar i a
-
-
-
-
47
-
-
-
-
103
474
Soc i et à B r es ci ana i mmobi l i ar e M obi l i ar e - S. B . I . M . S. P . A .
-
-
-
31. 623
303
-
-
-
-
7
7. 722
UB I Ges t i oni Fi duc i ar i e SI M Spa
-
-
-
-
275
-
-
-
-
113
-
Si l f - Soc i et à I t al i ana Leasi ng e Fi nanz i ament i Spa
-
-
-
4. 015
860
-
1
-
-
8. 094
-
Soc i et à Lombar da I mmobi l i ar e S. P . A .
-
-
-
-
37
-
-
-
-
-
4
UB I A ss i cur azi oni Spa
-
-
-
3. 071
301
-
-
-
-
3. 603
-
3. 122
-
135. 258
-
-
326. 337
-
-
-
-
227. 482
UB I Si s t emi e Ser vi z i S. P . A .
-
-
-
23
51. 690
-
-
-
-
31. 071
-
UB I I ns ur ance B r oker Sr l
-
-
-
-
61
-
-
-
-
5. 088
-
9
2. 406
-
110. 383
-
867
UB I B anca I nt er nat i onal SA
UB I P r amer i ca SGR Spa
C o mp a n i e s c o n s o l i d a t e d p r o p o r t i o n a l l y
-
-
-
14. 085
-
-
-
-
-
-
-
-
-
B y Y ou Spa
-
-
-
-
-
-
-
-
-
-
-
B y Y ou M ut ui
-
-
-
-
-
-
-
-
-
-
-
B y Y ou Li gur i a
-
-
-
-
-
-
-
-
-
-
-
B y Y ou Nor d
-
-
-
-
-
-
-
-
-
-
-
B y Y ou Cent r o
-
-
-
-
-
-
-
-
-
-
-
B y Y ou Sud
-
-
-
-
-
-
-
-
-
-
-
P ol i s Fondi SGR Spa
-
14. 085
-
-
-
-
-
-
-
-
-
C o mp a n i e s c o n s o l i d a t e d u s i n g t h e e q u i t y me t h o d
-
-
-
25.246
-
-
1.629
-
-
-
50.000
A v i va V i t a Spa
-
-
-
10. 036
-
-
1. 629
-
-
-
10. 000
A r ca SGR
-
-
-
-
-
-
-
-
-
-
-
Lombar da V i t a
-
-
-
-
-
-
-
-
-
-
-
Ubi A s si c ur az i one V i t a S. P . A .
-
-
-
15. 210
-
-
-
-
-
-
40. 000
739
UBI Banca S.c.p.A.
Principal income statement items with subsidiaries subject to control, joint control and significant influence
N e t c o mmi s s i o n
N et i nt er est
Ot her
N e t pr of i t ( l os s )
D i v i de nds
i n c o me
i n c o me
O t he r
/ oper at i ng
f r om t r a di ng
St a f f
cost s
a d mi n i s t r a t i v e
e x pe ns e
F u l l y c o n s o l i d a t e d c o mp a n i e s
B @nc a 24-7 Spa
B anc a C ar i me Spa
B anc a di V al l e C amoni c a Spa
504. 261
624
832. 447
1. 614
expenses
174. 067
62. 023
(69. 323)
341. 990
(689)
11. 520
-
205
1. 413
-
( 217. 146)
(1. 002)
50. 369
-
13. 124
( 7. 207)
(295)
1. 891
230
13. 013
3
2. 472
(255)
-
B anc a Lombar da P r ef er r ed Capi t al Company LLC
-
-
-
-
-
-
B anc a Lombar da P r i v at e I nv es t ment Spa
( 13. 119)
360
-
26
1. 824
518
-
B anc a P opol ar e C ommer c i o e I ndus t r i a Fundi ng LLC
( 10. 221)
-
-
-
-
-
-
(764)
( 1. 368)
B anc a P opol ar e C ommer c i o e I ndus t r i a Spa
B anc a P opol ar e di A nc ona Spa
B anc a P opol ar e di B er gamo Spa
B anc a R egi onal e E ur opea Spa
B anc o di B r es c i a Spa
B anc o di San Gi or gi o Spa
B anque de D epot s et de Ges t i on Sa
B P B Fundi ng LLC
896
54. 727
-
21. 868
(742)
48. 563
-
10. 463
( 2. 590)
(120)
(2. 221)
305. 658
-
49. 259
( 6. 841)
(186)
(47)
1. 010
47. 305
776
10. 271
( 1. 635)
(102)
( 58. 116)
1. 443
178. 863
807
16. 169
(866)
(165)
40. 270
464
3. 878
2
1. 844
395
-
134
-
7. 858
-
35
-
( 23. 762)
-
-
-
-
-
-
-
-
-
-
-
448
-
B P B I mmobi l i ar e Sr l
C api t al ges t A l t er nat i v e I nv es t ment SGR Spa
653
( 6. 959)
( 130. 469)
-
-
155
-
-
(51)
-
2. 541
-
10
( 1. 232)
(171)
211. 039
73
47. 786
-
(3. 400)
2. 656
(739)
C ent r obanc a Sv i l uppo I mpr es a SGR Spa
-
-
-
-
39
30
-
C or al i s R ent Sr l
-
-
-
-
26
27
(286)
C or al i s T r av el Sr l
-
-
-
-
17
-
-
-
-
-
-
C api t al ges t SGR Spa
C ent r obanc a Spa
(61)
Fi nanz A t t i v a Ser v i z i Sr l
-
-
11
-
( 17. 116)
-
1. 793
-
225
(36)
-
M er c at o I mpr es a Spa
-
-
2. 957
-
107
343
( 2. 974)
Or i o Fi nanc e N r . 1 P l c
-
-
-
-
-
-
-
I W B ank Spa
-
-
-
-
-
-
-
-
-
-
-
-
-
U B I C ent r os y s t em Spa
788
-
-
-
145
166
-
345. 166
113
21. 172
-
466
1. 259
-
U B I Leas i ng Spa
U B I P r amer i c a A l t er nat i v e SGR Spa
U ni one di B anc he I t al i ane per i l Fac t or i ng Spa
(245)
-
-
-
25
-
-
52. 085
1. 597
15. 974
-
202
97
-
-
-
348
-
32
6
-
-
129
66
( 4. 350)
U B I Fi duc i ar i a S. P . A . di A mmi ni s t r az i one Fi duc i ar i a
Soc i et à B r es c i ana i mmobi l i ar e M obi l i ar e - S. B . I . M . S. P . A .
1. 717
-
-
-
-
-
53
131
-
5. 112
-
878
-
96
402
-
-
U B I Ges t i oni Fi duc i ar i e SI M Spa
Si l f - Soc i et à I t al i ana Leas i ng e Fi nanz i ament i Spa
Soc i et à Lombar da I mmobi l i ar e S. P . A .
U B I A s s i c ur az i oni Spa
U B I B anc a I nt er nat i onal SA
U B I Si s t emi e Ser v i z i S. P . A .
-
C o mp a n i e s c o n s o l i d a t e d p r o p o r t i o n a l l y
769
-
28
-
-
137
-
-
-
381
283
(536)
( 19. 724)
223
4. 247
-
-
50
-
363
7
-
-
45. 789
74. 837
(58. 031)
-
-
2. 000
-
15
202
-
(291)
(895)
10. 228
-
1. 982
120
U B I I ns ur anc e B r ok er Sr l
U B I P r amer i c a SGR Spa
-
-
-
-
-
763
-
22
-
-
B y Y ou Spa
-
-
694
-
17
-
-
B y Y ou M ut ui
-
-
-
-
1
-
-
B y Y ou Li gur i a
-
-
-
-
1
-
-
B y Y ou Nor d
-
-
-
-
1
-
-
B y Y ou Cent r o
-
-
-
-
1
-
B y Y ou Sud
-
-
-
-
1
-
-
P ol i s Fondi SGR Spa
-
-
69
-
-
-
-
C o mp a n i e s c o n s o l i d a t e d u s i n g t h e e q u i t y me t h o d
-
-
4. 273
-
-
-
-
1. 925
A r c a SGR
-
-
1. 619
-
-
-
-
Lombar da V i t a
-
-
729
-
-
-
-
U bi A s s i c ur az i one V i t a S. P . A .
-
-
-
-
-
-
-
UBI Banca S.c.p.A.
-
-
A v i v a V i t a Spa
740
-
-
-
-
-
Part I – Agreements based on own balance
sheet instruments
No payment agreements were entered into in 2008 based on the Bank’s own equity instruments.
741
UBI Banca S.c.p.A.
Attachments
statements
to
the
Separate
financial
List of real estate properties
Convertible bonds
List of significant equity investments held in unlisted companies
Disclosures concerning fees for audit of the accounts (CONSOB Issuers’ Regulations Art 149
duodieces).
742
UBI Banca S.c.p.A.
List of real estate properties
Lo catio n
1 ABBIATEGRASSO - P.ZZA CAVOUR, 11
2 ALBANO SANT ALESSANDRO - VIA CAVOUR, 2
3 ALBINO - VIA M AZZINI, 181
4 ALM E - VIA TORRE D'ORO, 2
5 ALM ENNO SAN BARTOLOM EO - VIA FALCONE, 2
6 ALM ENNO SAN SALVATORE - VIA M ARCONI, 3
7 ALZANO LOM BARDO - P.ZZA GARIBALDI, 3
8 ALZANO LOM BARDO - VIA EUROPA, 67
9 ANGERA - VIA M . GREPPI, 33
10 ARCENE - CORSO EUROPA, 7
11 ARCORE - VIA CASATI, 45
12 ARDESIO - VIA LOCATELLI, 8
13 ARLUNO - VIA PIAVE, 5
14 ASSAGO - VIALE M ILANOFIORI
15 AZZANO SAN PAOLO - PIAZZA IV NOVEM BRE, 4
16 AZZATE - VIA V.VENETO, 23
17 BAGNOLO SAN VITO - VIA DI VITTORIO, 35
18 BERBENNO - FR.PONTE GIURINI - V. STOPPANI,78
19 BERGAM O - GALLERIA SANTA M ARTA
20 BERGAM O - P.ZZA M ATTEOTTI
21 BERGAM O - P.ZZA PONTIDA, 37/42
22 BERGAM O - P.ZZA V.VENETO, 8
23 BERGAM O - PIAZZALE RISORGIM ENTO, 15
24 BERGAM O - VIA BORGO PALAZZO, 135
25 BERGAM O - VIA BORGO PALAZZO, 51
26 BERGAM O - VIA BORGO S.CATERINA, 6
27 BERGAM O - VIA D.L.PALAZZOLO 71
28 BERGAM O - VIA F. CRISPI, 2
29 BERGAM O - VIA F. CRISPI, 4
30 BERGAM O - VIA F.LLI CALVI, 9
31 BERGAM O - VIA GOM BITO, 2/C
32 BERGAM O - VIA LEONE XIII, 2
33 BERGAM O - VIA LEONE XIII, 2
34 BERGAM O - VIA M ATTIOLI, 69
35 BERGAM O - VIA SAN BERNARDINO,96
36 BESOZZO - VIA XXV APRILE, 24
37 BESOZZO - VIA XXV APRILE, 77
38 BIELLA - VIA SAURO, 2
39 BISUSCHIO - VIA M AZZINI, 28
40 BOLOGNA - VIA REPUBBLICA, 29
41 BOLTIERE - PIAZZA IV NOVEM BRE, 14
42 BREM BILLA - VIA LIBERTA', 25
43 BRESCIA - C.DA CAVALLETTO
44 BRESCIA - V.G.ROSA 71
45 BRESCIA - V.SOLDINI 25 -COM M .
46 BRESCIA - VIA ALDO M ORO
47 BRESCIA - VIA CEFALONIA
48 BRESCIA - VIA CROCIFISSA ROSA, 1
49 BRESCIA - VIA FARFENGO, 65
50 BRESCIA - VIA GRAM SCI, 39
51 BRESCIA - VIA TRENTO 5/ VIA BREDINA
52 BRESCIA - VIA TRENTO 7
53 BRESCIA - VIA VITTORIO EM ANUELE, 60
54 BRIGNANO GERA D ADDA - PIAZZA M ONSIGNOR
55 BULCIAGO - VIA DON DAVIDE CANALI, 33/35
56 BUSTO ARSIZIO - P.ZZA S.GIOVANNI, 3/A
57 BUSTO ARSIZIO - VIA FOSCOLO, 10
58 BUSTO ARSIZIO - VIA M AGENTA, 64
59 BUSTO ARSIZIO - VIALE CADORNA, 4
60 CAIRATE - VIA M AZZINI, 13
Owned
/ Leased
O
O
O
O
L
O
O
O
O
O
O
O
L
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
Investments
1.348.370,66
441.273,44
912.764,12
549.587,59
549.177,01
334.999,68
1.077.468,91
20.382,05
166.386,85
544.716,17
977.807,23
146.571,04
1.260.946,93
9.917.653,29
389.291,28
940.456,42
131.968,60
460.827,53
579.633,74
997.032,08
2.259.854,24
28.626.559,28
1.053.420,36
3.350.015,99
1.121.597,00
921.346,04
21.998.620,11
148.819,42
3.600.668,35
16.083.238,59
137.366,80
28.299,91
237,35
616.057,88
1.955.066,74
137.252,44
197.120,72
657.786,99
171.346,39
840.896,42
287.605,68
644.844,22
154,94
41.987,95
2.691.506,91
10.715.191,02
7.117,05
2.369,50
2.958.705,83
6.744,93
793.181,51
1.305.071,72
621.767,52
63.891,84
3.298.703,92
2.116.377,81
640.220,64
2.228.244,91
142.562,37
R evaluations
by law
R evaluatio ns
by mergers
540.939,12
671.708,52
955.591,35
524.901,58
780.530,73
444.930,52
507.105,34
242.785,55
640.034,03
370.406,90
720.230,46
181.771,24
495.054,37
372.581,85
121.159,50
1.628.913,43
2.801.905,49
789.282,49
69.881.993,30
574.958,09
1.643.531,56
1.191.955,96
693.858,54
24.996.012,57
701.397,15
418.219,17
10.933.879,30
294.388,88
4.232.571,42
23.075,33
1.059.591,45
432.380,44
16.111,40
650.057,14
1.221.161,76
694.784,05
349.551,60
324.324,01
662.729,30
62.116,88
258.221,79
21.118,32
158.268,69
361.575,07
468.576,65
1.401.996,05
3.685.460,83
29.104.210,37
11.030.406,06
570.801,35
1.127.673,76
6.286.558,53
91.200,25
604.977,47
456.650,05
5.333.880,25
1.364.348,30
703.886,44
321.366,12
38.728,74
775.192,51
244.680,85
316.367,18
-
-
-
-
-
R evaluatio ns
on F.T .A .
149.323,41
125.049,29
188.602,42
147.706,44
142.545,15
89.960,32
264.470,20
281.932,63
175.948,70
86.447,03
176.942,62
129.117,77
479.342,67
2.169.504,33
137.908,63
201.911,04
82.796,84
169.372,40
256.680,68
75.595,51
1.181.570,69
16.438,02
175.577,89
181.657,06
86.848,23
1.707.839,02
74.788,35
829.154,79
1.061.498,67
89.643,09
43.451,45
263,37
47.309,21
30.955,49
364.080,01
111.233,86
189.245,32
78.995,63
175.892,65
82.590,04
58.264,25
1.572.178,80
710.185,73
92.247,11
35.262,39
220.865,61
70.450,65
808.210,12
225.707,16
143.461,10
196.879,35
102.490,01
Other
Gross values
C hanges
1.497.694,07
1.107.261,85
1.773.075,06
1.652.885,38
691.722,16
949.861,58
2.122.469,84
302.314,68
787.266,07
1.138.268,54
1.397.535,40
915.722,84
781.604,26
8.118.555,86
1.247.430,37
1.819.193,07
708.506,79
460.827,53
2.377.919,57
4.055.618,25
3.124.732,24
99.690.123,27
1.644.816,47
5.169.125,44
2.495.210,02
1.702.052,81
49.403.868,85
641.826,94
15.658.091,32
19.277.386,67
1.286.601,34
504.131,80
16.085,38
1.313.424,23
3.207.183,99
1.196.116,50
982.230,19
1.193.387,85
508.563,81
686.122,09
528.464,41
1.064.683,54
468.731,59
212.333,37
1.443.984,00
855.912,55
6.376.967,74
979.807,13
39.819.401,39
9.971.913,62
1.579.295,85
712.555,23
14.652.160,35
1.134.418,69
177.398,84
7.079.740,04
1.431.534,36
1.447.610,60
590.992,54
10.805.142,59
3.045.971,41 273.859,89
856.854,40
3.200.316,77
806.100,41
-
A ccum. D epr.
570.751,97
340.633,99
368.692,03
353.087,45
103.245,91
331.795,50
616.656,68
49.155,99
293.074,56
427.307,59
689.551,27
455.314,81
107.150,81
2.190.806,81
467.898,59
638.181,35
386.256,16
892.291,51
1.592.216,15
1.150.918,06
34.042.039,85
658.404,05
2.404.783,76
805.562,04
429.847,62
19.855.639,19
116.710,92
4.224.401,47
4.653.455,77
425.438,05
232.811,99
11.458,17
350.992,04
1.448.458,28
416.391,57
487.470,42
374.832,57
158.700,33
108.541,00
79.972,17
479.732,97
125.279,95
548.090,61
1.431.357,53
13.674.857,84
303.676,30
176.842,09
7.094.755,70
277.463,25
2.735.224,44
321.479,54
505.957,03
189.282,35
3.614.993,94
1.063.036,70
298.511,10
1.321.736,83
406.314,39
C arrying
amo unts
926.942,10
766.627,86
1.404.383,03
1.299.797,93
588.476,25
618.066,08
1.505.813,16
253.158,69
494.191,51
710.960,95
707.984,13
460.408,03
674.453,45
5.927.749,05
779.531,78
1.181.011,72
322.250,63
460.827,53
1.485.628,06
2.463.402,10
1.973.814,18
65.648.083,42
986.412,42
2.764.341,68
1.689.647,98
1.272.205,19
29.548.229,66
525.116,02
11.433.689,85
14.623.930,90
861.163,29
271.319,81
4.627,21
962.432,19
1.758.725,71
779.724,93
494.759,77
818.555,28
349.863,48
577.581,09
448.492,24
584.950,57
555.785,01
1.751.805,94
5.925.417,34
36.116.457,17
1.275.619,55
535.713,14
7.557.404,65
1.034.354,28
4.344.515,60
1.110.054,82
941.653,57
401.710,19
7.190.148,65
1.709.074,82
558.343,30
1.878.579,94
399.786,02
(continued)
743
UBI Banca S.c.p.A.
Lo catio n
61 CALCIO - VIA P. GIOVANNI XXIII, 153
62 CALOLZIOCORTE - P.ZZA V.VENETO, 18/A
63 CALUSCO D ADDA - VIA V. EM ANUELE, 35
64 CANEVA - VIA M ARCONI
65 CANNOBIO - VIA UM BERTO I, 2
66 CANTELLO - VIA TURCONI, 1
67 CARAVAGGIO - PIAZZA GARIBALDI, 1
68 CARDANO AL CAM PO - VIA G. DA CARDANO, 19
69 CARONNO PERTUSELLA - VIA ROM A, 190
70 CARVICO - VIA EUROPA UNITA , 3
71 CASAZZA - STR.NAZ.DEL TONALE,92
72 CASORATE SEM PIONE - VIA M ILANO, 17
73 CASSANO D ADDA - VIA M ILANO, 14
74 CASSINA DE PECCHI - VIA CARDUCCI, 74
75 CASSINA DE PECCHI - VIA M ATTEOTTI, 2/4
76 CASTEL M ELLA - VIA QUINZANO, 80/A
77 CASTIONE D.PRESOLANA - VIA M ANZONI, 20
78 CASTRONNO - VIA ROM A, 51
79 CENE - VIA V.VENETO, 9
80 CERM ENATE - VIA M ATTEOTTI, 28
81 CESANO M ADERNO - VIA CONCILIAZIONE, 28
82 CHIARI - VIA BETTOLINI, 6
83 CHIUDUNO - VIA C.BATTISTI, 1
84 CINISELLO BALSAM O - VIA LIBERTA', 68
85 CISANO BERGAM ASCO - VIA PASCOLI, 1
86 CISERANO - CORSO EUROPA, 17
87 CISLAGO - VIA IV NOVEM BRE, 250
88 CITTIGLIO - VIA VALCUVIA, 19
89 CLUSONE - VIA VERDI, 3
90 CODOGNO - VIA VITTORIO EM ANUELE, 35
91 COLERE - VIA GIOVANNI XXIII, 33
92 COM ERIO - VIA AL LAGO, 2
93 COM O - VIA ALDO M ORO, 46/48
94 COM O - VIA CATTANEO, 3
95 COM O - VIA GIOVIO, 4
96 COM UN NUOVO - VIA C.BATTISTI, 3
97 CONCESIO - VIALE EUROPA, 183
98 CORNAREDO - PIAZZA LIBERTA', 62
99 CORNATE D ADDA - VIA CIRCONVALLAZIONE, 1
100 CORSICO - VIA LIBERAZIONE, 26/28
101 COSSATO - VIA PAJETTA
102 COSTA VOLPINO - VIA NAZIONALE, 150
103 CREM ONA - VIA GIORDANO, 9/21
104 CUNARDO - VIA LUINESE, 1
105 CURNO - LARGO VITTORIA, 31
106 CUVEGLIO - VIA BATTAGLIA SAN M ARTINO, 50
107 CUVIO - VIA M AGGI, 20
108 DALM INE - VIA BUTTARO, 2
109 DARFO BOARIO TERM E - PIAZZA LORENZINI, 6
110 DESIO - VIA M ATTEOTTI, 10
111 ERBA - VIA LEOPARDI, 7/E
112 FAGNANO OLONA - PIAZZA CAVOUR, 11
113 FERNO - PIAZZA DANTE, 7
114 FONTANELLA - VIA CAVOUR, 156
115 FORM IGINE - VIA GIARDINI SUD, 22
116 GALLARATE - VIA M ANZONI, 12
117 GALLARATE - VIA M ARSALA, 34
118 GALLARATE - VIA VARESE, 7A
119 GANDINO - VIA BATTISTI, 5
120 GARBAGNATE M ILANESE - J.F. KENNEDY, 2
Owned
/ Leased
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
Investments
529.561,96
1.127.737,41
584.456,68
112.620,89
789.611,84
672.002,20
498.905,46
1.094.866,17
1.108.279,50
225.854,46
619.750,32
1.259.734,57
3.873,43
799.800,49
660.764,26
79.418,46
454.577,31
232.416,70
1.446.975,00
813.616,21
1.266.771,26
360.882,78
445.533,64
200.764,42
423.540,94
794.801,88
175.448,37
812.026,26
603.971,83
23.218,93
1.243.671,64
758.223,64
465.143,48
2.089.108,61
182.746,11
1.995.092,87
856.302,43
362.726,51
1.867.095,05
58.454,65
266.835,41
715.645,83
1.019.742,55
579.611,04
810.197,92
342.956,37
2.401.584,43
626.383,13
3.950.832,89
1.483.898,86
129.505,30
1.756.904,10
2.101,90
1.874.321,37
2.540.102,37
422.744,00
342.012,52
821.455,12
1.309.197,16
R evaluatio ns
R evaluatio ns R evaluations
by law
by mergers
o n F .T .A .
187.376,66
80.100,81
353.193,48
- 309.382,40
452.869,26
94,71
241.425,16
391.415,07
272.664,26
95.806,50
1.093.316,87
178.274,08
118.232,07
684.246,62
177.995,50
248.746,12
495.118,52
273.819,79
521.112,70
115.687,56
666.007,04
112.689,37
150.867,79
66.688,21
123.011,05
1.083.226,98
398.243,13
6.774,52
3.397,03
587.516,32
5.038,89
172.730,44
365.664,10
67.983,08
801.314,36
334.085,29
738.941,38
160.830,28
1.138.872,31
312.228,24
91.949,55
- 294.942,43
1.885.202,58
490.849,50
519.549,12
175.302,89
35.806,58
33.290,05
1.124.656,71
192.632,03
861.183,93
185.339,67
28.545,63
500.822,70 187.600,37
501.776,79
119.189,29
1.271.882,54
256.029,95
1.514.031,18
479.316,49
210.357,59
40.918,81
675.712,57
229.671,70
320.220,71
2.441.785,01
- 247.088,45
5.153.912,76
780.921,57
869.287,55
47.517,62
36.807,08
582.587,76
289.026,46
17.667,41
- 375.797,67
109.589,60
- 9.234,77
141.817,86
184.205,86
179.362,97
53.640,83
997.084,61
191.717,85
33.603,51
234.382,24
376.413,10
299.283,76
85.343,51
63.323,21
618.677,66
- 191.881,54
18.785,28
249.427,23
43.584,53
1.216.231,31
254.025,96
1.038.400,90
169.024,72
408.994,01
409.845,70
186.267,51
219.792,83
222.872,16
757.263,46
121.805,53
230.927,71
92.520,46
67.171,24
502.170,54
1.650.990,74
1.347.482,53
530.477,20
59.140,47
19.507,33
86.736,48
97.202,49
298.506,02
115.441,18
885.805,14
242.201,51
-
Other
Gro ss values
C hanges
797.039,43
1.171.548,49
1.037.420,65
745.461,12
1.158.082,60 275.425,14
1.943.593,15
1.479.379,65
2.112.550,60
1.745.079,76
1.004.550,87
960.317,37
2.741.204,68
14.044,98
1.392.355,70
833.494,70
513.065,64
1.589.976,96
1.132.188,36
2.898.075,55
610.623,33
3.642.823,34
1.055.734,79 137.242,00
514.630,27
1.518.053,16
1.470.064,54
1.136.569,84
796.414,45
2.339.938,75
2.597.319,50
274.495,33
2.149.055,91
1.078.444,35
2.659.840,04
8.893.230,49
267.070,81
2.866.707,09
498.172,17
463.081,34
2.193.118,77
291.458,45
1.455.637,87
983.631,58
1.695.439,41
728.277,76
1.236.994,04
654.753,41
3.871.841,70
1.833.808,75
4.769.672,60
1.889.959,20
1.231.446,45
2.147.523,51 760.879,63
504.272,44
1.874.321,37
6.069.052,84
588.128,28
853.162,21
1.949.461,77
1.309.197,16
-
A ccum. D epr.
299.427,80
309.054,49
309.516,31
307.240,26
384.382,17
927.112,09
515.691,59
651.683,60
546.344,36
574.693,26
366.229,79
1.429.304,37
7.799,04
432.172,87
179.017,23
340.819,78
753.123,76
531.354,52
1.308.920,53
87.437,24
1.133.606,09
244.611,86
74.932,69
875.559,58
496.923,09
313.543,73
331.268,69
1.173.500,02
1.376.644,84
154.810,36
771.960,17
259.190,53
1.203.818,55
3.507.739,44
70.667,26
1.591.438,43
80.275,01
168.776,31
560.815,93
49.126,20
697.216,97
250.825,20
876.937,88
199.578,26
669.384,34
216.571,62
1.394.230,58
1.100.254,69
1.810.564,80
735.898,73
736.730,67
530.391,02
138.550,74
2.090.495,01
244.543,14
244.434,14
969.269,01
30.230,88
C arrying
amo unts
497.611,63
862.494,00
727.904,34
438.220,86
498.275,29
1.016.481,06
963.688,06
1.460.867,00
1.198.735,40
429.857,61
594.087,58
1.311.900,31
6.245,94
960.182,83
654.477,47
172.245,86
836.853,20
600.833,84
1.589.155,02
523.186,09
2.509.217,25
673.880,93
439.697,58
642.493,58
973.141,45
823.026,11
465.145,76
1.166.438,73
1.220.674,66
119.684,97
1.377.095,74
819.253,82
1.456.021,49
5.385.491,05
196.403,55
1.275.268,66
417.897,16
294.305,03
1.632.302,84
242.332,25
758.420,90
732.806,38
818.501,53
528.699,50
567.609,70
438.181,79
2.477.611,12
733.554,06
2.959.107,80
1.154.060,47
494.715,78
856.252,86
365.721,70
1.874.321,37
3.978.557,83
343.585,14
608.728,07
980.192,76
1.278.966,28
(continued)
744
UBI Banca S.c.p.A.
Lo catio n
121 GAVIRATE - P.ZZA LIBERTA'
122 GAZZADA SCHIANNO - VIA ROM A, 47/B
123 GAZZANIGA - VIA M ARCONI, 14
124 GENOVA - VIA FIESCHI, 11
125 GENOVA - VIA M ERANO, 1/A NERO
126 GORGONZOLA (M I) - P.ZZA CAGNOLA
127 GORLA M AGGIORE - VIA G.VERDI, 2
128 GORLAGO - PIAZZA GREGIS, 12
129 GRASSOBBIO - VIALE EUROPA, 8/B
130 GRUM ELLO DEL M ONTE - VIA M ARTIRI DELLA L
131 INDUNO OLONA - VIA PORRO, 46
132 ISPRA - VIA M AZZINI, 5
133 JERAGO CON ORAGO - VIA M ATTEOTTI, 15
134 LAINATE - VIA GARZOLI, 17/19
135 LAVENA PONTE TRESA - PIAZZA GRAM SCI, 8
136 LAVENO-M OM BELLO - VIA LABIENA, 51/53
137 LECCO - CORSO M ATTEOTTI, 3
138 LEFFE - VIA G. M OSCONI, 1
139 LEGGIUNO - VIA BERNARDONI, 9
140 LEGNANO - VIA TOSELLI, 68
141 LEGNANO - VIA TOSELLI, 74
142 LODI - VIA INCORONATA, 12
143 LODI - VIALE DALM AZIA
144 LONATE POZZOLO - PIAZZA M AZZINI, 2
145 LOVERE - VIA TADINI, 30
146 LUINO - VIA PIERO CHIARA, 7/9
147 LUINO - VIA V.VENETO, 6/A-B
148 LURATE CACCIVIO - VIA VARESINA, 88
149 M ADONE - VIA PAPA GIOVANNI XXIII, 44
150 M ALNATE - P.ZZA REPUBBLICA / ANG. VIA GA
151 M ANERBIO - VIA D.ALIGHIERI, 5
152 M ARCHIROLO - PIAZZA BORASIO, 12
153 M ARIANO COM ENSE - CORSO BRIANZA, 20
154 M ARNATE - VIA DIAZ ANGOLO VIA GENOVA
155 M ARTINENGO - VIA PINETTI, 20
M ESTRE - VENEZIA - VIA CA' M ARCELLO/ VIA
156 CAPUCCINA
157 M ILANO - CORSO ITALIA, 20-22
158 M ILANO - P.ZZA 5 GIORNATE, 1
159 M ILANO - P.ZZA TOM M ASEO
160 M ILANO - PIAZZA PIOLA, 8
161 M ILANO - PIAZZALE FRATELLI ZAVATTARI, 12
162 M ILANO - VIA BIONDI, 1
163 M ILANO - VIA BOCCACCIO, 2
164 M ILANO - VIA BOCCHETTO, 13/15
165 M ILANO - VIA BORGOGNA, 2/4
166 M ILANO - VIA BUONARROTI, 22
167 M ILANO - VIA CIRO M ENOTTI, 21
168 M ILANO - VIA DELLA M OSCOVA, 38
169 M ILANO - VIA DELLA M OSCOVA, 40/1
170 M ILANO - VIA G.B. GRASSI, 89
171 M ILANO - VIA LONDONIO 29
172 M ILANO - VIA LOVANIO, 5/A
173 M ILANO - VIA M ANZONI, 7
174 M ILANO - VIA M ONTE SANTO, 2
175 M ILANO - VIA PADOVA, 97
176 M ILANO - VIA ROSELLINI, 2
177 M ILANO - VIA SAFFI, 6/5 ANG. VIA M ONTI
178 M ILANO - VIA SECCHI, 2
179 M ILANO - VIA SOLARI, 3
180 M ILANO - VIA SOLFERINO, 23
Owned
/ Leased
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
Investments
261.618,20
832.764,66
820.947,13
1.862.428,48
91.698,79
1.453.314,91
1.537.138,82
295.042,75
40.681,09
261.723,81
13.093,80
586.563,13
1.539.942,68
213.013,71
479.992,49
214.094,93
6.206.082,91
842.808,10
113.091,98
49.184,24
1.547.863,61
657.248,12
14.107,33
580.176,48
703.360,10
667.026,97
694.194,68
354.367,67
192.479,53
2.086.283,40
922.839,19
189.792,52
343.167,69
541.275,04
757.998,73
O
O
O
O
O
L
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
17.306,75
4.359.275,73
1.831.351,82
70.128,45
822.473,03
29.714.753,80
513.505,96
3.226.563,30
619.700,52
1.207.062,89
2.155.862,34
345.373,51
829,33
744.949,97
1.335.715,77
543,10
1.041.947,88
18.244.046,86
433.495,98
1.475.906,60
899.366,97
5.245.633,96
2.255.375,98
785.734,84
1.577.477,02
R evaluatio ns R evaluatio ns R evaluatio ns
by law
by mergers
o n F .T .A .
1.413.940,19
991.150,72
294.363,92
719.147,70
178.009,15
309.902,21
451.394,50
435.364,90
156.404,94
4.261.950,88
- 423.268,23
341.265,06
97.097,39
- 309.773,26
456.798,52
114.232,45
281.919,10
69.128,64
923.153,28
195.143,44
672.530,58
99.900,50
103.501,46
185.352,30
394.460,51
89.054,07
30.664,33
224.715,26
10.742,79
729.733,26
93.378,46
686.229,36
243.450,02
359.912,42
335.418,52
116.849,91
4.274.614,11
- 2.777.915,51
1.218.140,03
229.772,41
382.146,88
144.671,95
6.097,36
9.805,63
92.504,76
173.656,45
2.503.863,52
704.483,27
11.551,50
- 2.658,05
102.307,16
331.453,68
122.877,00
873.401,42
269.282,57
6.827.496,32
699.267,74
1.561.186,53
209.525,88
132.928,82
427.340,22
169.535,24
782.374,32
133.981,12
1.258.583,13
276.298,29
155.883,17
52.498,93
168.668,17
94.789,87
109.942,77
481.053,04
476.251,61
231.863,71
409.405,14
221.210,88
350.693,25
9.549.009,54
2.752.151,53
306.102,04
10.309.603,00
5.932.491,44
5.160.001,56
7.621.838,92
1.260.180,31
787.179,44
1.003.435,40
24.957,94
1.104.882,62
7.663.576,59
1.348.271,97
1.457.082,17
94.749,53
166.836,60
8.885.780,54
24.273,47
1.446.378,73
1.248.828,77
16.408.125,98
-
-
-
-
2.756.830,82
1.054.390,58
57.699,20
219.305,77
117.038,27
6.443.734,30
2.206.788,22
1.139.105,37
23.105,47
649.000,47
167.541,83
446.501,39
357.837,60
25.364,28
2.768.353,06
155.902,36
737,27
577.230,31
44.947,36
750.318,11
246.879,05
278.222,78
Other
Gro ss values
C hanges
2.961.073,03
2.039.823,72
1.864.111,47
5.701.111,13
530.061,24
1.453.314,91
1.227.365,56
866.073,72
391.728,83
1.380.020,53
889.026,34
1.255.430,01
1.806.065,06 186.206,36
1.036.125,43
1.409.671,87
1.026.275,78
7.702.781,51
2.290.720,54
639.910,81
65.087,23
1.814.024,82
3.865.594,91
23.000,78
1.136.814,32
1.846.044,09
8.193.791,03
2.597.835,91
951.243,13
1.108.834,97
2.086.283,40 187.665,92
2.457.720,61
398.174,62
716.568,50
1.730.443,40
1.388.614,75
368.000,00
11.175.727,92
3.529.112,77
127.827,65
603.167,26
29.714.753,80
2.148.948,46
19.979.900,60
4.345.403,74
7.506.169,82
9.800.806,73
2.205.382,12
620.466,94
1.191.451,36
2.696.988,77
25.501,04
2.172.194,78
45.084.102,49
1.937.670,31
1.476.643,87 2.933.679,45
5.295.436,13
3.172.530,69
1.032.613,89
10.741.480,34
30.840,02
82.710,40
24.351,71
139.144,03
-
A ccum. D epr.
1.228.886,96
923.311,78
1.733.795,10
2.751.074,97
73.366,30
42.800,21
264.373,25
267.428,29
70.896,90
458.279,15
411.146,90
450.251,53
21.838,58
405.240,46
1.225.630,63
482.140,55
2.826.028,24
892.466,03
364.298,72
13.421,15
602.682,06
1.028.730,79
5.194,59
357.460,70
881.758,72
4.331.157,20
1.024.155,36
335.675,25
501.271,29
104.322,90
1.250.859,17
156.316,04
230.265,35
569.532,12
343.409,08
C arrying
amo unts
1.732.186,07
1.116.511,94
130.316,37
2.950.036,16
456.694,94
1.410.514,70
962.992,31
598.645,43
320.831,93
921.741,38
477.879,44
805.178,48
1.598.020,12
630.884,97
184.041,24
544.135,23
4.876.753,27
1.398.254,51
275.612,09
51.666,08
1.211.342,76
2.836.864,12
17.806,19
779.353,62
964.285,37
3.862.633,83
1.573.680,55
615.567,88
607.563,68
1.794.294,58
1.206.861,44
241.858,58
486.303,15
1.160.911,28
1.045.205,67
62.137,72
2.608.268,53
816.634,52
24.098,54
74.984,03
78.610,46
504.282,31
2.484.075,01
611.479,73
1.350.932,68
3.258.687,03
484.176,22
90.627,35
106.006,99
1.056.200,45
3.834,05
185.622,33
4.475.280,75
124.897,32
176.645,77
845.407,54
702.090,39
589.197,09
113.975,47
1.909.252,53
336.702,30
8.567.459,39
2.712.478,25
103.729,11
528.183,23
29.636.143,34
1.727.376,55
17.495.825,59
3.733.924,01
6.155.237,14
6.542.119,70
1.721.205,90
529.839,59
1.085.444,37
1.640.788,32
46.018,70
1.986.572,45
40.608.821,74
1.812.772,99
1.160.854,07
2.088.271,91
4.593.345,74
2.583.333,60
918.638,42
8.832.227,81
(continued)
745
UBI Banca S.c.p.A.
Lo catio n
181 M ILANO - VIA STARO, 1
182 M ILANO - VIA ZURETTI
183 M ONCALIERI - STRADA VILLASTELLONE, 2
184 M ONZA - PIAZZA GIUSEPPE CAM BIAGHI, 1
185 M ONZA - VIA BORGAZZI, 83
186 M ORNAGO - VIA CELLINI - ANGOLO VIA CARUG
187 NAPOLI - VIA SANTA BRIGIDA, 62/63
188 NEM BRO - PIAZZA DELLA LIBERTA'
189 NOVA M ILANESE - VIA BRODOLINI, 1
190 NOVARA - CORSO DELLA VITTORIA, 1
191 NOVARA - LARGO DON M INZONI, 1
192 NOVARA - VIA SOLFERINO
193 OLGIATE OLONA - VIA M AZZINI, 56
194 ORIGGIO - VIA REPUBBLICA 10
195 ORZINUOVI - P.ZA V.EM ANUELE, 31/33
196 OSIO SOTTO - VIA CAVOUR, 2
197 OSPITALETTO - VIA M .D.LIBERTA', 27
198 PALADINA - VIA IV NOVEM BRE, 13
199 PALAZZOLO SULL OGLIO - PIAZZA ROM A, 1
200 PAVIA - PIAZZA DUOM O, 1
201 PAVIA - VIA M ONTEBELLO DELLA BATTAGLIA,
202 PERUGIA - VIA DEI FILOSOFI, 36
203 PIACENZA - VIA VERDI, 48
204 PIAZZA BREM BANA - VIA BELOTTI, 10
205 POGGIO RUSCO - VIA TRENTO E TRIESTE, 9
206 PONTE NOSSA - VIA G. FRUA, 24
207 PONTE SAN PIETRO - P.ZZA SS.PIETRO E PAO
208 PONTERANICA - VIA PONTESECCO, 32
209 PONTIDA - VIA LEGA LOM BARDA SNC
210 PORTO CERESIO - VIA ROM A, 2
211 RANICA - PIAZZA EUROPA, 2
212 RAPALLO - VIA DIAZ, 6
213 REZZATO - VIA EUROPA, 5
214 ROM A - CORSO VITTORIO EM ANUELE, 25/27
215 ROM A - VIA DEI CROCIFERI, 44
216 ROM A - VIALE DELLE PROVINCIE, 34/36
217 ROM ANO DI LOM BARDIA - VIA TADINI, 2
218 ROSASCO - VIA ROM A, 4
219 ROVELLASCA - VIA VOLTA, 1
220 ROVETTA - VIA TOSI, 13
221 ROZZANO - P.ZZA BERLINGUER, 6
222 ROZZANO - VIALE LOM BARDIA, 17
223 SAN GIOVANNI BIANCO - VIA M ARTIRI DI CAN
224 SAN GIULIANO M ILANESE - VIA F.LLI CERVI,
225 SAN LAZZARO DI SAVENA - VIA EM ILIA, 208
226 SAN PAOLO - VIA M AZZINI, 62
227 SAN PELLEGRINO TERM E - VIA SAN CARLO, 3
228 SAN ZENO NAVIGLIO - VIA TITO SPERI, 1
229 SANT OM OBONO TERM E - VIA ALLE FONTI, 8
230 SANTENA - VIA CAVOUR, 43
231 SARNICO - PIAZZA UM BERTO I, 1
232 SARONNO - VIA PIETRO M ICCA, 10
233 SARONNO - VICOLO DEL CALDO, 30
234 SCANZOROSCIATE - VIA ROM A, 27
235 SCHILPARIO - VIA TORRI, 8
236 SERIATE - VIALE ITALIA, 24
237 SESTO CALENDE - VIA XX SETTEM BRE, 35
238 SOLARO - VIA M AZZINI, 66
239 SOLBIATE ARNO - VIA A.AGNELLI, 7
240 SONCINO - VIA IV NOVEM BRE, 25
Owned
/ Leased
O
O
O
O
O
O
L
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
L
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
Investments
130.223,14
5.637,45
727.294,60
3.001.925,00
4.821.985,97
126.637,16
1.860.332,93
2.134.739,10
966.654,63
2.216.624,18
3.194.684,75
173.529,51
325.724,31
447.740,98
681.328,53
788.885,09
2.085.732,69
185.966,52
350.073,67
446.217,06
444.869,33
151.589,80
3.537.593,48
333.259,42
1.772.102,39
680.063,69
1.405.541,59
340.825,91
701.416,00
1.014.941,17
53.452,14
45.351,56
58.757,17
1.380.365,59
12.000.289,14
1.391.883,25
666.927,28
42.352,68
2.207,70
828.169,69
874.375,66
838.689,82
159.471,15
687.797,88
1.078.461,33
689.144,08
306.129,17
579.652,34
94.011,90
605.388,24
1.734.688,03
3.080.462,42
85.747,78
768.669,68
138.116,82
1.177.828,79
444.940,53
54.878,25
683.021,85
736.252,57
R evaluatio ns
R evaluatio ns R evaluatio ns
by law
by mergers
o n F .T .A .
325.338,70
100.385,65
55.323,18
226.056,58 151.256,26
- 924.667,17
3.588.165,85
220.444,43
192.786,22
434.080,23
99.704,06
69.102,26
4.450,27
331.939,46
500.577,80
730.980,88
527.419,10
688.842,81
- 295.255,54
93.250,95
152.046,45 203.461,37
23.971,12
- 66.836,42
236.897,41
206.371,83 69.769,81
47.520,35
71.405,65
307.827,14
111.612,08
755.038,69
266.698,76
768.771,35
326.047,27
408.403,74
73.903,02
1.388.091,49
180.356,07
588.387,60
553.293,40
955.931,86
1.038.088,80
148.860,67
6.965,21
1.730.724,78
649.858,93
241.400,70
75.771,40
1.314.622,43
1.070.389,61
384.094,82
393.984,57
132.516,89
1.561.117,33
345.879,38
319.110,88
100.488,64
161.518,28
180.677,11
726.162,49
126.700,02
522.555,39
135.054,40
572.633,99
139.925,69
1.914.853,11
- 378.063,56
18.113.857,01
3.863.380,45
- 356.529,88
573.922,63
192.184,07
293.806,91
467.297,63
638.358,20
443.574,39
76.516,13
281.840,27
- 334.236,66
541.085,49
125.156,92
- 286.795,29
- 218.375,97
208.477,41
40.835,71
310.504,84
107.525,92
1.020.574,43
260.257,44
405.402,75
83.480,52
194.215,54
110.053,06
27.222,83
1.600.442,38
- 265.926,35
1.991.266,58
1.614.741,58
628.253,71
28.842,22
19.484,48
448.290,73
254.181,55
208.828,19
46.931,33
821.983,40
267.309,26
270.516,58
420.566,91
108.172,50
712.670,75
528.794,06
227.093,53
190.498,99
588.843,73
33.053,24
246.146,92
Other
Gro ss values
C hanges
455.561,84
78.550,03
106.023,10
42.316,65
857.418,10
2.077.257,83
8.630.596,25
853.207,67
1.929.435,19
2.471.128,83
2.725.632,41
2.610.211,45
3.236.520,78
130.664,21
699.223,74
566.666,98
1.100.767,75
1.810.622,54
3.180.551,31
668.273,28
1.918.521,23
1.587.898,06
2.438.889,99
307.415,68
5.918.177,19
650.431,52
4.541.209,25
1.206.565,15
3.312.538,30
760.425,43
701.416,00
1.357.136,56 606.844,35
906.314,65
702.961,35
771.316,85
2.917.155,14
33.977.526,60
1.035.353,37
1.433.033,98
803.457,22
640.565,90
1.348.260,21
1.156.215,93
504.453,16
825.713,56
401.002,59
860.085,36
938.457,20 295.448,06
724.159,93
1.860.484,21
582.895,17
936.879,67
3.069.204,06
7.314.724,29
134.074,48
1.471.141,96
393.876,34
2.267.121,45
1.244.196,52
767.549,00
1.629.408,43
1.604.296,46
-
A ccum. Depr.
165.710,33
31.302,38
295.721,82
334.193,25
3.417.707,09
461.212,49
178.335,59
914.853,52
655.211,07
884.904,72
925.098,65
28.300,21
236.549,18
211.481,58
291.653,23
642.592,73
1.527.694,11
287.624,14
824.027,94
468.189,45
1.240.378,55
38.724,09
2.617.358,33
338.287,84
1.840.337,32
674.359,11
1.564.453,89
213.733,46
24.975,05
108.939,77
456.905,64
92.386,54
141.171,25
502.004,44
1.852.990,34
61.413,02
415.705,78
462.528,40
181.884,58
583.739,73
152.271,98
69.541,05
258.631,36
58.710,68
120.953,76
251.888,54
201.993,53
885.672,55
268.208,73
303.872,84
744.839,38
2.752.564,91
31.523,03
296.050,04
204.378,39
686.166,35
572.593,83
107.062,68
654.369,80
600.512,57
Carrying
amounts
368.401,54
117.037,37
561.696,28
1.743.064,58
5.212.889,16
391.995,18
1.751.099,60
1.556.275,31
2.070.421,34
1.725.306,73
2.311.422,13
102.364,00
462.674,56
355.185,40
809.114,52
1.168.029,81
1.652.857,20
380.649,14
1.094.493,29
1.119.708,61
1.198.511,44
268.691,59
3.300.818,86
312.143,68
2.700.871,93
532.206,04
1.748.084,41
546.691,97
676.440,95
641.352,44
449.409,01
610.574,81
630.145,60
2.415.150,70
32.124.536,26
973.940,35
1.017.328,20
340.928,82
458.681,32
764.520,48
1.003.943,95
434.912,11
567.082,20
342.291,91
739.131,60
391.120,60
522.166,40
974.811,66
314.686,44
633.006,83
2.324.364,68
4.562.159,38
102.551,45
1.175.091,92
189.497,95
1.580.955,10
671.602,69
660.486,32
975.038,63
1.003.783,89
(continued)
746
UBI Banca S.c.p.A.
Lo catio n
241 SOVERE - VIA BARONI, 5
242 SPIRANO - VIA DANTE ALIGHIERI
243 STEZZANO - VIA BERGAM O, 1
244 SUISIO - VIA CARABELLO POM A, 31
245 TALEGGIO - VIA ROM A, 63
246 TAVERNOLA BERGAM ASCA - VIA ROM A, 12
247 TELGATE - VIA M ORENGHI, 17/ANG. VIA ARIC
248 TORINO - P.ZZA GRAN M ADRE DI DIO, 12/A
249 TORINO - PIAZZA ADRIANO, 5
250 TORINO - VIA VITTORIO ALFIERI, 17
251 TORREVECCHIA PIA - VIA M OLINO, 9
252 TRADATE - VIA XXV APRILE, 1
253 TRAVEDONA-M ONATE - VIA ROM A, 1
254 TRESCORE BALNEARIO - VIA LOCATELLI, 45
255 TREVIGLIO - VIALE FILAGNO, 11
256 TREZZANO ROSA - VIA RAFFAELLO SANZIO, 13
257 TREZZO SULL ADDA - VIA A.SALA, 11
258 UBOLDO - VIA R.SANZIO, 46
259 URGNANO - VIA M ATTEOTTI, 157
260 VARANO BORGHI - VIA V.VENETO, 6
261 VARESE - P.ZZA IV NOVEM BRE, 1
262 VARESE - PIAZZA BATTISTERO, 2
263 VARESE - VIA SAN M ICHELE, 6A
264 VARESE - VIA V.VENETO, 2
265 VARESE - VIA VIRGILIO, 27
266 VARESE - VIALE BORRI, 155
267 VENEGONO INFERIORE - VIA M AUCERI, 16
268 VERDELLO - VIA CASTELLO, 31
269 VERONA - VIA CITTA' DI NIM ES, 4/8
270 VERTOVA - VIA S.ROCCO, 37
271 VESTONE (Terreno)
272 VIGEVANO - VIA DANTE, 39
273 VIGEVANO - VIA DE AM ICIS, 5
274 VIGEVANO - VIA M ADONNA DEGLI ANGELI, 2
275 VIGEVANO - VICOLO BARBAVARA, 5/7
276 VIGGIU - VIA CASTAGNA, 1
277 VILLA D ADDA - VIA FOSSA, 8
278 VILLA POM A - PIAZZA M AZZALI, 7
279 VILLONGO - VIA BELLINI, 20
280 VILM INORE DI SCALVE - VIA PAPA GIOVANNI
281 VIM ERCATE - VIA B. CREM AGNANI, 20/A
282 VIM ERCATE - VIA GARIBALDI, 12
283 VIM ERCATE - VIA TORRI BIANCHE, 3
284 VITERBO - VIA DEL GIGLIO
285 ZOGNO - VIALE M ARTIRI DELLA LIBERTA', 1
Owned
/ Leased
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
L
O
O
Investments
71.367,17
755.239,07
24.087,68
406.362,37
112.461,72
157.047,45
4.364,00
1.178.105,85
611.364,92
3.633.729,18
100.297,94
2.192.198,25
507.774,94
1.407.196,75
1.469.373,83
256.033,85
934.031,88
700.119,32
22.637,86
853.088,44
672.607,28
3.240.677,41
170.613,65
10.548.887,36
243.494,88
534.724,13
197.216,47
918.201,39
1.342.240,33
322.756,39
0,01
546.572,16
85.401,89
17.991,11
1.127,43
218.661,61
347.286,88
590.531,45
733.939,16
13.236,10
1.593.586,57
383.936,62
518.431,86
22.915,22
509.163,53
396.120.014,73
R evaluatio ns
R evaluatio ns R evaluatio ns
by law
by mergers
o n F .T .A .
249.196,76
49.531,64
716.704,44
212.846,87
1.008.464,25
159.854,99
- 102.674,03
64.696,88
33.085,92
253.070,33
70.647,08
637.617,50
167.214,92 33.252,54
357.556,91
497.391,39 8.031,06
2.588.920,46
1.131.012,86 954.050,68
89.849,31
61.796,04
762.038,01
797.883,38
283.164,96
356.284,64
117.739,77
467.598,45
95.299,34
2.522.977,97
466.849,13
76.426,67
874.765,54
261.005,50
536.698,70
66.779,14
19.028,67
372.725,77
85.864,76
91.169,61
372.728,08
97.095,41
178.911,63
512.895,22
86.340,01
6.202.412,32
2.683.802,46
29.531,55
31.849,23
6.314,07
9.982.212,99
7.526.419,21
657.192,43
27.727,21
288.933,92
44.529,15
13.123,48
513.063,75
57.651,89
109.441,44
370.764,64
87.417,85
238.867,12
37.285,63
205.281,93
592.575,77
106.370,89
3.767.489,65
1.301.707,94
547.550,89
156.823,93
417.889,31
27.743,58
108.977,93
47.002,63
102.838,76
317.479,20
64.093,53
113.881,51
70.314,67
- 62.406,01
443.868,55
173.443,41
237.793,28
43.752,95
746.313,12
233.728,54
2.102,49
37.604,00
181.605,46
1.288.500,95
219.247,85
413.424.517,87 50.415.267,49 44.020.722,09
747
Other
Gro ss values
C hanges
370.095,57
1.684.790,38
1.192.406,92
303.688,34
210.244,52
480.764,86
641.981,50
1.312.068,23
1.458.282,16
6.399.611,82
251.943,29
4.035.284,60
981.799,35 130.584,00
1.970.094,54
4.459.200,93
332.460,52
2.069.802,92
1.322.625,83
481.228,39
1.414.081,54 169.070,71
1.450.754,14
12.126.892,19
238.308,50
28.714.711,99
26.972,25
604.685,16
1.118.563,25
764.840,40
1.194.354,14
1.547.522,26
1.021.703,05
0,01
209.999,99
5.615.769,75
789.776,71
463.624,00
157.107,99
703.073,10
531.483,06
528.125,44
1.351.251,12
294.782,33
2.573.628,23
386.039,11
556.035,86
204.520,68
29.783,35
2.016.912,33
903.980.522,18 9.560.519,82
A ccum. D epr.
114.235,41
730.909,82
363.946,21
66.851,64
93.021,23
168.595,65
169.723,08
236.695,49
737.732,98
1.197.776,90
80.293,71
1.289.966,56
261.332,41
733.751,62
1.445.079,75
90.639,04
687.207,29
534.190,08
68.934,47
350.413,38
532.865,16
4.432.621,75
84.838,77
9.446.855,21
180.577,32
350.370,10
426.616,84
307.792,10
254.769,22
386.445,35
2.317.615,85
393.505,38
186.292,14
100.900,74
600.140,82
183.629,35
75.377,75
387.144,69
182.536,09
1.062.627,69
90.377,07
100.513,51
116.218,92
778.275,97
272.699.654,78
C arrying
amo unts
255.860,16
953.880,56
828.460,71
236.836,70
117.223,29
312.169,21
472.258,42
1.075.372,74
720.549,18
5.201.834,92
171.649,58
2.745.318,04
589.882,94
1.236.342,92
3.014.121,18
241.821,48
1.382.595,63
788.435,75
412.293,92
894.597,45
917.888,98
7.694.270,44
153.469,73
19.294.829,03
424.107,84
768.193,15
338.223,56
886.562,04
1.292.753,04
635.257,70
210.000,00
3.298.153,90
396.271,33
277.331,86
56.207,25
102.932,28
347.853,71
452.747,69
964.106,43
112.246,24
1.511.000,54
295.662,04
455.522,35
118.085,11
1.238.636,36
640.841.387,22
UBI Banca S.c.p.A.
Convertible bonds
C OD E
IT0003184758
IT0003331888
IT0003873467
IT0001444360
IT0003872394
T OT A L
3 1.12 .2 0 0 7
N O M IN A L C A R R Y IN G
D E S C R IP T IO N
C UR R E N C
AY
M O UN T S
A M O UN T S
VITTORIA A SS 01/16 REV COUP EUR
19
56
A LITA LIA 2,9% 02/07
EUR
26
27
SNIA SP A 3% 05/10 CV
EUR
12
13
B CO P OP OLA RE 4,75% 00/10
EUR
816
842
SIA S 2,625% 05/10
EUR
11
11
884
949
C H A N GES
A M O UN T S
A M O UN T S
0
-7
-16
-20
-4
-6
0
-2
0
-3
-20
-38
3 1.12 .2 0 0 8
A M O UN T S
A M O UN T S
19
49
10
7
8
7
816
840
11
8
864
9 11
748
UBI Banca S.c.p.A.
List of significant equity investments held in unlisted companies
as at 31.12.2008
(Art. 125 Consob Resolution No. 11971 of 14th May 1999)
D at a o n eq uit y invest ment
Invest o r
Owner ship
t it le
T yp e o f
co nt r o l
( **)
Eq uit y invest ment ( R eg ist er ed Of f ices)
D at a o n invest ment
T o t al
numb er o f
shares/ q uo
t as
N o minal value p er
share/ q uo t a
N umb er o f
shar es o wned
% vo t ing
r ig ht s
%
D ir ect eq uit y invest ment s
U nio ne B anche It aliane Scp a
quota held by Banca Popolare di Ancona Spa
Investment
A r ca SGR Sp a ( M ilan)
26,708
50,000
B @ nca 2 4 - 7 Sp a ( B er g amo )
264.300.000
Euro
1,00
264.300.000
100,000
100,000
B anca C ar ime Sp a ( C o senz a)
1.411.738.948
Euro
1,04
1.211.679.790
85,829
85,829
2.738.693
Euro
1,00
2.033.313
74,244
82,960
B anca d i V alle C amo nica Sp a ( B r eno - B S)
238.693
8,716
2.272.006
82,960
Investment
A
B anca Lo mb ar d a Pr ef er r ed C ap it al C o . LLC ( D elawar e - U SA )
1
Euro
1.000,00
1
100,000
100,000
Investment
A
B anca Lo mb ar d a Pr ef er r ed Secur it y T r ust ( D elawar e - U SA )
1
Euro
1.000,00
1
100,000
100,000
650.000.000
Euro
1,05
541.846.707
83,361
83,361
1.000
Euro
1.000,00
1.000
100,000
100,000
Investment
A
B anca Po p o lar e C o mmer cio e Ind ust r ia Sp a ( M ilan)
Investment
A
B anca Po p o lar e C o mmer cio e Ind ust r ia F und ing Llc ( D elawar e - U SA )
Investment
A
B anca Po p o lar e d i A nco na Sp a ( Jesi - A N )
Investment
A
B anca Po p o lar e d i B er g amo Sp a ( B er g amo )
Investment
A
B anca Po p o lar e d i B er g amo F und ing Llc ( D elawar e - U SA )
Investment
A
B anca R eg io nale Eur o p ea Sp a ( o r d inar y shar es) ( C uneo )
Investment
Investment
A
A
24.468.716
Euro
5,00
24.295.850
99,294
99,294
1.256.300.000
Euro
1,00
1.256.300.000
100,000
100,000
1.000
Euro
1.000,00
1.000
100,000
100,000
735.098.007
Euro
0,52
464.095.416
63,134
63,134
68.591.443
Euro
0,52
18.118.254
26,415
803.689.450
Euro
0,52
482.213.670
60,000
B anca R eg io nale Eur o p ea Sp a ( saving s shar es)
46.310.550
Euro
0,52
27.379.026
59,120
B anco d i B r escia San Pao lo C A B Sp a ( B r escia)
872.500.000
Euro
0,68
872.500.000
100,000
100,000
44.617.778
Euro
1,50
15.537.431
34,823
91,156
25.134.237
56,332
B anco d i San Gio r g io Sp a ( Geno a)
B anco d i San Gio r g io Sp a ( Geno a)
Investment
Investment
A
B anq ue d e D ep o t s et d e Gest io n Sa ( Lausanne - Swit z er land )
Investment
E
B ar b er ini S.A . ( B r uxelles - B elg ium)
Investment
A
B PB Immo b iliar e Sr l ( B er g amo )
40.671.668
91,156
40.000
Chf
250,00
40.000
100,000
3.000.000
Euro
1,00
1.000.000
33,333
33,333
185.680.000
Euro
1,00
185.680.000
100,000
100,000
100,000
Investment
E
B y Y o u Sp a ( M ilan)
650.000
Euro
1,00
260.000
40,000
40,000
Investment
A
C ap it alg est Sp a ( B r escia)
2.540.673
Euro
6,00
2.540.673
100,000
100,000
Investment
E
C ap it al M o ney Sp a ( M ilan)
1.564.000
Euro
1,00
320.000
20,460
20,460
336.000.000
Euro
1,10
310.300.984
92,352
97,823
18.383.132
5,471
328.684.116
97,823
29.880
8,964
8.000
2,400
Investment
A
C ent r o b anca Sp a ( M ilan)
Investment
C ent r o b anca Sp a ( M ilan)
Investment
C ent r o sim Sp a ( M ilan)
quota detenuta da Banca Popolare di Ancona Spa
Investment
quota detenuta da Centrobanca Spa
Investment
E
333.334
Euro
60,00
Investment
A
F inanz A t t iva Ser viz i Sr l ( B er g amo )
Investment
E
Lo mb ar d a C hina F und M anag ement C o mp any ( Shenz en - C ina)
Investment
E
Lo mb ar d a V it a Sp a ( B r escia)
3.526
1,058
41.406
12,422
12,422
5.660.000
Euro
1,00
5.660.000
100,000
12.000
CNY
10.000,00
5.880
49,000
100,000
49,000
37.060.000
Euro
5,00
18.492.940
49,900
49,900
28,658
Investment
E
M anisa Sr l ( M ilan)
100.000
Euro
1,00
28.658
28,658
Investment
E
M ed invest Int er nat io nal Sca ( Lussemb ur g o )
7.663.600
Euro
10,00
1.500.000
19,573
19,573
Investment
A
M er cat o Imp resa Sp a ( M ilan)
3.500.000
Euro
1,00
3.449.495
98,557
98,557
Investment
E
Pr isma Sr l ( M ilan)
120.000
Euro
1,00
24.000
20,000
20,000
Investment
E
Q- C hannel Sp a ( in liq uid az io ne) ( R o me)
1.607.141
Euro
1,00
241.071
15,000
15,000
E
S.A .C .B .O. - So ciet à p er l' A ero p o r t o C ivile d i B er g amo - Or io al Ser io
Sp a ( Or io al Ser io - B G)
3.543.750
Euro
4,80
356.131
10,050
10,050
90.000
Euro
0,52
9.000
10,000
40,000
Investment
Investment
quota held by UBI Insurance Broker Srl
26,708
50,000
B anca d i V alle C amo nica Sp a ( B r eno - B S)
Investment
3,584
13.354.000
A
A
23,124
1.792.000
37.500.000
Investment
A
11.562.000
1,00
B anca R eg io nale Eur o p ea Sp a ( o r d inar y and Pr iv. shar es)
quota detenuta da Banca Popolare di Ancona Spa
1,00
Euro
A viva V it a Sp a ( M ilan)
B anca R eg io nale Eur o p ea Sp a ( Pr iv. shar es)
quota held by Banca Regionale Europea Spa
Euro
75.000.000
E
Investment
50.000.000
A r ca SGR Sp a ( M ilan)
Investment
Investment
quota held by Banco di Brescia Spa
E
Investment
E
Secur B r o ker Sr l ( B er g amo )
Secur B r o ker Sr l ( B er g amo )
Investment
Investment
E
S.F . C o nsult ing Sr l ( B er g amo )
Investment
A
SILF - So ciet à It aliana Leasing e F inanz iament i Sp a ( C uneo )
749
27.000
30,000
36.000
40,000
180.000
Euro
0,52
63.000
35,000
35,000
2.000.000
Euro
1,00
2.000.000
100,000
100,000
UBI Banca S.c.p.A.
Invest o r
O w ner ship
t it le
T yp e o f
co nt r o l
( * *)
Investment
A
So ciet à B r esciana Immo b iliar e M o b iliar e - SB IM Sp a ( B r escia)
Investment
E
So ciet à p er la Gesio ne d el Palaz z o C ent r o C o ng ressi Sr l ( A ssag o - M I)
Investment
E
So ciet à p er i M er cat i d i V ar ese Sp a ( M alnat e - V A )
Investment
A
So ciet à Lo mb ard a Immo b iliar e Sr l ( B rescia)
Investment
A
Investment
E
N umb er o f
shar es o w ned
% vo t ing
r ig ht s
%
Euro
1,00
35.000.000
100,000
10.200
Euro
1,00
1.763
17,284
17,284
2.711.606
Euro
1,50
399.240
14,723
14,723
100.000
Euro
1,00
100.000
100,000
100,000
U B I A ssicur az io ni Sp a ( M ilan)
63.100.000
Euro
0,52
63.100.000
100,000
100,000
U B I A ssicur az io ni V it a Sp a ( M ilan)
95.618.800
Euro
0,52
47.809.399
49,999
49,999
88.744
Euro
510,00
100,000
81.668
92,027
3.906
4,401
Investment
U B I B anca Int ernat io nal Sa ( Luxemb o ur g )
2.970
3,347
Investment
200
0,225
88.744
100,000
22.650.000
100,000
100,000
quota held by Banco di San Giorgio Spa
A
Investment
A
U B I B anca Pr ivat e Invest ment Sp a ( B rescia)
Investment
A
U B I C ent r o syst em Sp A ( M ilan)
Investment
A
U B I F act o r Sp a ( M ilan)
Investment
A
U B I F id uciar ia Sp a ( B r escia)
Investment
A
U B I F inance Sr l ( M ilan)
Investment
A
U B I Insur ance B r o ker Sr l ( B er g amo )
Investment
A
A
Euro
3,00
1.401.660
Euro
10,00
1.401.660
100,000
100,000
69.453.500
Euro
0,52
69.453.500
100,000
100,000
3.650.000
Euro
0,52
3.650.000
100,000
100,000
10.000
Euro
1,00
6.000
60,000
60,000
1
Euro
########
1
100,000
100,000
32.759.635
Euro
6,00
26.206.451
79,996
98,993
6.223.184
18,996
32.429.635
98,993
U B I Pr amer ica Sg r Sp a ( B er g amo )
3.991.093
Euro
5,00
U B I Pr amer ica Sg r Sp a ( B er g amo )
Investment
Investment
U B I Leasing Sp a ( B r escia)
22.650.000
U B I Leasing Sp a ( B r escia)
Investment
Investment
A
U B I Sist emi e Ser viz i So ciet à C o nso r t ile p er A z io ni ( B r escia)
50.000.000
Euro
0,52
1.360.146
34,080
1.234.064
30,920
2.594.210
65,000
34.000.000
68,000
Investment
2.000.000
4,000
Investment
2.000.000
4,000
quota held by Banca Carime Spa
Investment
2.000.000
4,000
quota held by Banca Popolare Commercio e Industria Spa
Investment
2.000.000
4,000
quota held by Banca Popolare di Bergamo Spa
100,000
Investment
quota held by Capitalgest Spa
shar e/ q uo t a
35.000.000
Investment
quota held by Banca Popolare di Bergamo
T o t al
numb er o f
shar es/ q uo
t as
Investment
2.000.000
4,000
quota held by Banca Regionale Europea Spa
Investment
2.000.000
4,000
quota held by Banco di San Giorgio Spa
Investment
1.000.000
2,000
quota held by UBI Banca Private banking Investment Spa
Investment
1.000.000
2,000
quota held by Banca di Valle Camonica Spa
Investment
1.000.000
2,000
quota held by UBI Factor Spa
Investment
500.000
1,000
quota held by Centrobanca Spa
Investment
500.000
1,000
50.000.000
100,000
65,000
100,000
Investment
E
U nio ne F id uciaria Sp a ( M ilan)
1.080.000
Euro
5,50
113.411
10,501
10,501
Investment
E
V er C ap it al SG R p a ( M ilan)
1.500.000
Euro
1,00
240.000
16,000
16,000
Investment
E
A lt o T ir r eno C o sent ino So ciet à C o nso r t ile p .A . ( San N ico la A r cella C S)
Investment
E
PR O M EM Sud - Est - So ciet à p er la p ro mo z io ne d ei mer cat i mo b iliar i Sud Est Sp a ( B ar i)
Investment
E
Pr o t eko s Sp a ( C o senz a)
Investment
E
R evisud Sp a ( in liq uid az io ne) ( B ar i)
Investment
E
So ciet à A er o p o r t uale C alab r ese ( S.A .C A L.) Sp a ( Lamez ia T er me - C Z )
B anca d i V alle C amo nica Sp a
Pledge
E
G eva Sr l ( B r escia)
B anca Po p o lar e C o mm Ind ust r ia Sp a
Pledge
E
A ct a Sp a ( M ilan)
Pledge
E
A T I - A r t e T ip o lit o g r af ica It aliana Sp a ( Po mez ia - R o me)
Pledge
E
D if f usio ni G r af iche Sp a ( in liq uid az io ne) ( V illano va M o nf err at o - A L)
Pledge
E
F .lli O r senig o Sr l ( C ant ù - C O )
Pledge
E
Pledge
Ind ir ect eq uit y invest ment s
B anca C ar ime Sp a
247.000
Euro
1,00
49.365
19,986
19,986
1.620
Euro
186,69
260
16,049
16,049
100.000
Euro
5,16
15.000
15,000
15,000
28.700
Euro
5,16
6.601
23,000
23,000
15.000
Euro
517,00
1.533
10,220
10,220
100.000
Euro
1,00
49.000
49,000
49,000
5.000.000
Euro
1,00
4.000.000
80,000
80,000
10.000
Euro
11,00
10.000
100,000
100,000
400.000
Euro
5,00
400.000
100,000
100,000
46.800
Euro
1,00
46.800
100,000
100,000
F o nt anaA r t e Sp a ( C o r sico - M I)
2.670.000
Euro
1,00
2.670.000
100,000
100,000
E
G nut t i C ir illo Sp a ( Lumez z ane - B S)
49.916.914
Euro
0,52
8.760.000
17,549
17,549
Pledge
E
N o r d M ilan Sp a ( Lainat e - M I)
120.000
Euro
1,00
90.000
75,000
75,000
Pledge
E
O & C o Sr l ( C arat e B r ianz a - M I)
51.000
Euro
1,00
51.000
100,000
100,000
750
UBI Banca S.c.p.A.
Invest o r
B anca Po p o lar e d i A nco na Sp a
B anca Po p o lar e d i B er g amo Sp a
B anca R eg io nale Eur o p ea Sp a
O w ner ship
t it le
B anq ue d e D ep o t s et d e G est io n Sa
Pledge
E
Par t ecip az io ni Immo b iliar i Sr l ( St r ad ella - PV )
Pledge
E
Po r t o d i Lavag na Sp a ( M ilan)
Pledge
E
Ser im Sp a ( M ilan)
Pledge
E
Svilup p i Immo b iliar i Sr l ( St r ad ella - PV )
Pledge
E
W inf in Sp a ( Lumez z ane - B S)
Investment
E
C ent r o Po lif unzio nale d el Piano - A nco na So ciet à C o o p er at iva
C o nso r t ile ( A nco na)
Investment
E
Esco mar che Sr l ( A nco na)
Investment
E
F ar maf in C ent r o It alia Scarl ( Per ug ia)
Investment
E
Immo b iliar e C amino Sr l ( F ab r iano - A N )
Pledge
E
Immo b ilt ec Sr l ( V ast o - C H)
Pledge
E
Int erleasing Sp a ( Sant ' Elp id io a M ar e - A P)
Pledge
E
N umanab lu Sp a ( N umana - A N )
Investment
E
So ciet à R eg io nale d i G ar anz ia M ar che Scp a ( A nco na)
Investment
E
Investment
T o t al
numb er o f
shar es/ q uo
t as
shar e/ q uo t a
N umb er o f
shar es o w ned
% vo t ing
r ig ht s
%
10.000
Euro
1,00
10.000
100,000
100,000
5.100.000
Euro
1,00
5.100.000
100,000
100,000
15.000.000
Euro
1,00
3.750.000
25,000
25,000
70.000
Euro
1,00
70.000
100,000
100,000
7.000.000
Euro
1,00
3.143.000
44,900
44,900
456
Euro
140,52
400
87,719
2,857
30.000
Euro
1,00
4.500
15,000
15,000
55.980
Euro
25,00
8.000
14,291
14,291
192.308
Euro
1,00
30.769
16,000
16,000
20.235
Euro
0,51
20.000
98,839
98,839
1.015
Euro
1.000,00
1.015
100,000
100,000
30,000
60
Euro
20.000,00
18
30,000
124.396
Euro
25,82
20.001
16,078
0,074
SPF St ud y Pr o g et t i F inancial Sr l ( R o me)
92.960
Euro
1,00
23.240
25,000
25,000
E
Synb io t ec Sr l ( C amer ino - M C )
50.000
Euro
1,00
7.500
15,000
15,000
Pledge
E
Immo b iliar e V is Sp a ( B er g amo )
330.000
Euro
3,00
82.777
25,084
25,084
Pledge
E
St amp er ia Po z zi Sp a ( G allar at e - V A )
1.000.000
Euro
0,46
490.000
49,000
49,000
Investment
A
G E.SE.R I. - G est io ne Ser viz i d i R isco ssio ne Sp a ( in liq uid azio ne)
( C uneo )
323.520
Euro
1,00
307.344
95,000
95,000
Investment
E
G iar o lo Lead er Sr l ( San Seb ast iano C ur o ne - A L)
70.000
Euro
1,00
14.999
21,427
21,427
E
P.S.T . - Par co Scient if ico , T ecno lo g ico e d elle T eleco municaz io ni in
V allescr ivia Sp a ( T o r t o na - A L)
18.580
Euro
160,49
3.150
16,954
16,954
715.000
Euro
1,00
215.000
30,070
30,070
2.000
Euro
100,00
2.000
100,000
100,000
Investment
B anco d i B r escia Sp a
T yp e o f
co nt r o l
( * *)
Investment
E
B io d iver sit y Sp a ( B r escia)
Pledge
E
D ue A Sr l ( R o me)
Investment
A
B D G Sing ap o r e PT E Lt d ( Sing ap o r e)
325.000
Sgd
1,00
325.000
100,000
100,000
Investment
A
G est io ni Lo mb ar d a ( Suisse) Sa ( Lug ano - Sviz z era)
1.000
Chf
1.000,00
1.000
100,000
100,000
Investment
E
So f ip o F id uciair e Sa ( Lug ano - Sviz z er a)
2.000
Chf
1.000,00
600
30,000
30,000
B PB F und ing Llc
Investment
A
B anca Po p o lar e d i B er g amo C ap it al T r ust ( D elawar e - U SA )
1
Euro
1.000,00
1
100,000
100,000
B PC I F und ing Llc
Investment
A
B anca Po p o lar e C o mmer cio e Ind ust r ia C ap it al T r ust ( D elawar e - U SA )
1
Euro
1.000,00
1
100,000
100,000
19,000
C ent ro b anca Sp a
M er cat o Imp r esa Sp a
U B I B anca Pr ivat e Invest ment Sp a
quota detenuta da UBI>< Banca International Sa
U B I>< B anca Int er nat io nal Sa
U B I F act o r Sp a
U B I F id uciar ia Sp a
Investment
E
A F H Sp a ( O simo - A N )
Investment
E
C ar T est ing Sa ( Lussemb urg o )
Investment
A
C ent r o b anca Svilup p o Imp resa Sg r Sp a ( M ilan)
Investment
E
F r it t elli M ar it ime G r o up Sp a ( A nco na)
Investment
E
G R OU P - G r up p o O p er az io ni U nd er w rit ing B anche Po p o lar i Sr l ( M ilan)
Investment
E
380.000
19,000
10,00
223.584
32,170
32,170
20.000
Euro
100,00
20.000
100,000
100,000
Euro
1,00
287.324
11,268
11,268
Euro
1,00
18.000
22,500
22,500
Immo b iliar e M iraso le Sp a ( az io ni o r d .) ( M ilan)
40.461.867
Euro
1,00
14.880.098
36,776
36,776
Immo b iliar e M iraso le Sp a ( Pr iv. shar es)
10.833.410
Euro
1,00
8.335.534
76,943
Immo b iliar e M iraso le Sp a ( az io ni o r d inar ie e p r iv.)
51.295.277
Euro
E
Imp r end it o r i A sso ciat i Sp a ( in liq uid az io ne) ( M ilan)
E
M axicub o Self St o r ag e Sr l ( B er g amo )
Investment
E
Par t ecip az io ni in Imp r ese Sr l ( in liq uid az io ne) ( M ilan)
Investment
E
St r aig ht t o V id eo Sr l ( N ap o li)
(1)
E
Penso t t i F ab b r ica C ald aie Leg nano Sp A ( Leg nano - M I)
Investment
A
C o r alis R ent Srl ( M ilan)
Investment
A
C o r alis T r avel Sr l in liq uid az io ne ( M ilan)
U B I M anag ement C o mp any Sa ( Lussemb ur g o )
1,00
A
U B I T r ust C o mp any Lt d ( Jer sey - C hannel Island s)
23.215.632
45,259
1.516.000
Euro
1,00
163.387
10,778
100.000
Euro
1,00
17.500
17,500
17,500
69.648
Euro
1,00
7.222
10,369
10,369
10,778
119.500
Euro
1,00
33.460
28,000
28,000
4.657.895
Euro
1,00
1.769.750
37,995
37,995
1
Euro
400.000,00
1
100,000
100,000
110.000
Euro
1,00
110.000
100,000
100,000
12.500
Euro
10,00
12.375
99,000
100,000
125
1,000
12.500
100,000
49.999
99,998
U B I M anag ement C o mp any Sa ( Lussemb ur g o )
Investment
Investment
1,00
Euro
80.000
Investment
A
Euro
695.000
2.550.000
Investment
Investment
2.000.000
50.000
GBP
1,00
99,998
Investment
E
Sid erf act o r Sp a ( M ilan)
12.000
Euro
100,00
3.240
27,000
27,000
Investment
E
T ex F act o r Sp a ( M ilan)
20.000
Euro
51,65
4.000
20,000
20,000
Investment
A
U B I Gest io ni F id uciar ie Sim Sp a ( B r escia)
2.000.000
Euro
0,52
2.000.000
100,000
100,000
751
UBI Banca S.c.p.A.
Invest o r
U B I Leasing Sp a
U B I Pr amer ica Sg r Sp a
Owner ship
t it le
T yp e o f
co nt r o l
( **)
Eq ui t y invest ment ( R eg ist er ed Of f ices)
Invest ment
E
HR S - Help R ent al Ser vice Sr l ( i n liq uid az i o ne) ( R o me)
Invest ment
E
I.C .L. - Iniz iat ive C o mmer ciali Lo mb ar d e S o ciet à C o nso r t ile a R .L.
( V ar ese)
T o t al
numb er o f
shar es/ q uo
t as
shar e/ q uo t a
N umb er o f
shar es o wned
% vo t ing
r ig ht s
%
200.000
Euro
1,00
48.000
24,000
24,000
80.000
Euro
0,51
9.016
11,270
0,000
Invest ment
A
C ap it alg est A lt er nat i ve Invest ment s Sg r S p a ( B r esci a)
1.500
Euro
1.000,00
1.500
100,000
100,000
Invest ment
A
U B I Pr amer ica A lt er nat ive Invest ment s SG R Sp a ( B er g amo )
1.000.000
Euro
5,00
927.500
92,750
92,750
1.095.693
Euro
5,00
1.095.693
100,000
100,000
212.000
Euro
1,00
212.000
100,000
100,000
1.626.227
Euro
1,00
1.626.227
100,000
100,000
Invest ment
Iw B ank Sp a ( 2 )
Invest net Int er nat io nal S.A .
Invest ment
A
Invest N et Int er nat io nal S.A . ( Lussemb ur g o )
Invest ment
A
Invest N et It alia Sr l ( M ilan)
Invest ment
A
Invest N et W o r k Ib er i ca Sr l ( M il an)
* Percentage of ordinary share capital
** "A" Controlled - "E" not controlled
(1) It is recognised within "loans to customers" in the financial statements
(2) A listed company with 52,735% held by the UBI Banca Group
752
UBI Banca S.c.p.A.
Disclosures concerning the fees of the independent auditors and services other than
auditing in compliance with Art. 149 duodecies of Issuers’ Regulations
In accordance with Art. 149 duodieces of CONSOB Issuers’ Regulations, information
concerning payments made to the independent auditors KPMG Spa and companies belonging
to same network for the following services is given in the table below:
1) auditing services which include:
audit of the annual accounts for the purposes of expressing a professional opinion;
interim audits of the accounts.
2)certification services which include appointments where the auditor assesses a specific
element, the determination of which is performed by another who is responsible for it, by
employing appropriate criteria in order to furnish a conclusion which gives the recipient a
measure of the reliability of that specific element;
3) tax consultancy services;
4) other services.
The fees presented in the table relating to the financial year 2008, are those contractually agreed,
inclusive of any indexing (but not of out-of-pocket expenses, nor of supervisory authority
contributions and VAT).
Pursuant to the regulations cited, payments made to possible secondary auditors or to firms
belonging to the respective networks are not included.
Fees
Firm providing
Recipient of
Type of service
(thousands of
the service
the service
euro)
Audit of accounts
KPMG SpA
UBI Banca Scpa
1.279
Certification services
KPMG SpA
UBI Banca Scpa
1.250
Tax consultancy services
KPMG SpA
UBI Banca Scpa
34
UBI Banca Scpa
3.558
Other services:
- Mifid project: support for office KPMG
project activities
SpA
Advisory
1.378
- Basel 2 project: support for office KPMG
project activities and gap analysis
SpA
Advisory
- Support for compliance with Law
No. 262/05
- Basel 2 project: assistance with
the development of a portfolio
model for credit risk
KPMG
SpA
Advisory
KPMG
SpA
Advisory
KPMG
SpA
Advisory
- Other services
1.361
435
375
9
Total
6.121
753
UBI Banca S.c.p.A.
REPORT ON THE
CORPORATE GOVERNANCE AND
OWNERSHIP STRUCTURE
OF UBI BANCA Scpa
Web site: www.ubibanca.it
Year: 2008
Date: 24.03.2009
Introduction
Governance of UBI Banca
Composition of the share capital
Role of the Parent Bank and the Unione di Banche Italiane Group
Governing bodies of UBI Banca
• Shareholders’ meetings
• Supervisory Board
-
APPOINTMENT AND COMPOSITION
REMUNERATION
INDEPENDENT BOARD MEMBERS
FUNCTIONS OF THE SUPERVISORY BOARD
CHAIRMAN
MANAGEMENT OR SUPERVISORY POSITIONS HELD BY MEMBERS OF THE SUPERVISORY BOARD
MEETINGS
• Committees
-
APPOINTMENTS COMMITTEE
REMUNERATION COMMITTEE
INTERNAL CONTROL COMMITTEE
ACCOUNTS COMMITTEE
• Management Board
-
REMUNERATION
EXECUTIVE AND NON-EXECUTIVE BOARD MEMBERS
FUNCTIONS OF THE MANAGEMENT BOARD
CHAIRMAN
MANAGEMENT OR SUPERVISORY POSITIONS HELD BY MEMBERS OF THE MANAGEMENT BOARD
MEETINGS
• Chief Executive Officer
• Board Member Appointed to Supervise the System of Internal Control
• Board of Arbitration
• General Management
• Manager charged with preparing financial reports (Financial Reporting Officer)
The internal control system
Organisation, management and control model pursuant to Legislative
Decree No. 231/2001 and the relative Supervisory Body
Related party transactions
Treatment of confidential information
Internal Dealing
Relations with Shareholders, Institutional Investors and the Financial
Community
Auditing of accounts
Attachments
Summary tables
755
Report on Corporate governance
Introduction
The purpose of this report is to provide shareholders and the market with an analysis of the
system of corporate governance adopted by Unione di Banche Italiane Scpa (hereinafter UBI
Banca). The system is based on the measures and principles contained:
- in the regulations governing listed issuers set out in the Consolidated Finance Act and in
the related rules to implement them adopted by the Consob (Italian securities market
authority);
- in the regulations governing banks, with particular reference to specific regulations
concerning co-operative ‘popular’ banks set out in the Consolidated Banking Act;
- in the Corporate Governance Code drawn up by Borsa Italiana Spa (the March 2006
version).
UBI Banca has adopted the “corporate governance code” (March 2006 version), a document
which is designed principally for listed companies that have adopted a traditional governance
model. Article 12 of that code states that if a two tier or one tier management and control
system is adopted “the above articles shall apply insofar as compatible, adapting individual
provisions to the particular system adopted, consistently with the objectives of good corporate
governance, transparency of information and protection of investors and the markets pursued
by the Code and in the light of the criteria provided by this article”.
Therefore, in compliance with the provisions of Article 12.P.3 of the corporate governance code
this report is specifically designed to provide a detailed description of the procedures by which
that code has been applied by the Bank. It also reports those the standards with which the
Bank fully complies with and those with which it does not, even partially, on a “comply or
explain” basis. This is partly because the Bank must consider its status as a cooperative
banking company which, as such, demands strict compliance with regulations contained in
the Consolidated Banking Act and with the consequent supervisory instructions issued by
Bank of Italy.
The report has also been drawn up in compliance with the recommendations mentioned
issued by Borsa Italiana and also in implementation in particular of article 89-bis of the
Issuers' Regulations which requires listed companies to publish an annual report "on
adherence to their codes of conduct and the fulfilment of the commitments arising from
them"1, to be included in full in the report on operations.
***
This report also contains information on corporate governance and ownership structure
required by Art. 123 bis of Legislative Decree. 58/1998 (hereinafter the Consolidated Finance
Act).
***
On 4th March 2008, the Bank of Italy issued supervisory instructions on the organisation and
corporate governance of Banks in which it laid down principles and practical guidelines
designed to ensure the pursuit of business objectives and to guarantee sound and prudent
management.
Those supervisory instructions, which concern the organisational and governance structure of
banks, required careful assessments to be made of possible changes to the by-laws which led
to the formulation of amendments to the corporate by-laws of UBI Banca which will be
submitted to the next shareholders’ meeting for their approval.
Following the approval of the by-law amendments just mentioned. UBI Banca will be able to
confirm – as part of a corporate governance project to be drawn up by 30th June 2009 – that it
is adopting by-laws and an internal ogranisation that are consistent with the principles
contained in the Bank of Italy instructions.
1 That article 89 bis cited then continues to specify that the report must contain information:
a) on compliance with each requirement of the code of conduct;
b) on reasons for any non compliance with the code of conduct;
c) on any conduct pursued in place of that recommended by the code of conduct.
756
In this respect, this report has been prepared on the basis of the corporate by-laws currently
in force.
Governance of UBI Banca
UBI Banca is a “popular” bank incorporated in the form of a joint stock co-operative company.
As such, UBI Banca is required to comply with the provisions of the Italian Civil Code
concerning co-operatives (excluding those expressly listed in Article 150 bis of Legislative
Decree No. 385/1993) and also with those governing joint stock companies, to the extent that
they are not in conflict with the laws governing co-operatives, as indicated in Article 2519 of
the Italian Civil Code. Express details of the Bank’s particular characteristics as a cooperative
are given in the separate company financial report of UBI Banca Scpa, an integral part of the
report on operations, which was drawn up in compliance with Article 2545 of the Italian Civil
Code and states the criteria followed in company operations to pursue the Bank's mutual
objects.
The legal nature of a “popular” co-operative bank lies in the circumstance that each registered
shareholder of the co-operative is entitled to one vote whatever the number of shares
possessed and no one can hold more than 0.5% of the share capital, in accordance with Art.
30 of the Consolidated Banking Act. An exception to the maximum 0,50% limit is made for
collective investment organisations, for which the regulatory limits specific to each of them
apply.
In recent years the Italian Parliament has attempted on several occasions to examine the
legislation governing “popular” banks with a view to making changes with regard to the
maximum limit on shares that may be held by individual and institutional investors. UBI
Banca has expressed its opinion in favour of raising the limits on shareholdings, but at the
same time conserving the regulations on “popular” banks, especially with regard to the
principle of per capita voting.
UBI Banca has adopted a two tier system of management and control, which is considered
better suited to the governance requirements of the Parent Bank, UBI Banca, and at the same
time more appropriate to strengthening the protection of registered and unregistered
shareholders, especially through the activity of the Supervisory Board, a body appointed
directly by the registered shareholders and representing them.
The distinguishing features of the two tier system lie in the distinction between:
• strategic supervision and control functions, assigned to the Supervisory Board, which holds
some of the powers which in a traditional system belong to a shareholders' meeting
(approval of financial statements, appointment of the members of the management body
and determination of the relative remuneration) and to the Board of Statutory Auditors and
also fulfils some "senior management" functions, insofar as it is called upon to approve
general guidelines and strategic policies for the Bank and the Group, submitted to it by the
Management Board (Article 46 of the corporate by-laws);
• corporate management functions, assigned to the Management Board, which has exclusive
authority to perform all ordinary and extraordinary operations necessary to pursuit of the
company objects, in compliance with the general guidelines and strategic policies approved
by the Supervisory Board (Article 37 of the Corporate By-laws).
This division of functions identifies distinct aspects of the operational life of the Bank and
assigns them to the corporate bodies just mentioned which, with their respective roles and
responsibilities, determine a corporate governance model that is more consistent with the
structure of the Bank and the Group in the context of a single business plan, characterised by
ongoing dialogue and interfunctional co-operation.
The Bank is listed on the Mercato Telematico Azionario (screen based stock market) organised
and managed by Borsa Italiana Spa. Accordingly, UBI Banca is also required to comply with
the regulations for listed issuers contained in the Consolidated Finance Act and in the
regulations to implement that act issued by the Consob.
757
Composition of the share capital
The share capital of UBI Banca Scpa is composed entirely of ordinary shares traded on the
Mercato Telematico Azionario (screen based stock market) managed by Borsa Italiana Spa and
as at 31st December 2008 it amounted to 1.597.864.755 euro divided into 639.145.902 shares
with a nominal value of 2,50 euro each, and on that same date registered shareholders
numbered 85.280.
There are no restrictions on the transfer of shares, since the shares are transferable in
accordance with the law (Art. 15 of the corporate by-laws, available on the website
www.ubibanca.it in the English part in the section Corporate Governance, Corporate
Documents).
Since it is a “popular” bank, there is a limit on shareholdings pursuant to Art. 30 of the
Consolidated Banking Act and to Art. 18 of the corporate by-laws, which states that no one
may hold more than the maximum limit permitted by law, which is 0,50% of the share capital
(this limit does not apply to collective investment organisations for which limits laid down in
the rules of each of them apply).
With regard to the limit to the interest that can be held in the share capital of ‘popular’ banks
established by legislation in force, the Bank sent the parties concerned notice, pursuant to
Article 30 of the Consolidated Banking Act, relating to breach of the ban on holding shares in
excess of 0.50%.
Acceptance clauses exist solely for admission to the status of registered shareholder.
Persons wishing to become registered shareholders must present a certificate of participation
in the centralised administration system and a written application to the Management Board
containing not only details of the shares possessed but also personal particulars, address,
citizenship and all other information and/or declarations required by law or the by-laws or
requested in general by the Bank. For the purposes of admission as a registered shareholder
certificates testifying to the ownership of at least 250 shares must be presented.
With account taken of the provisions of the law on ‘popular’ co-operative banks, all decisions
on the acceptance of applications for admission as a registered shareholder are taken by the
Management Board, in consideration of the general criteria recommended by the Supervisory
Board, with exclusive regard to the objective interests of the Bank, including those of its
independence and autonomy and to observance of the spirit of the cooperative form. The
decisions are then communicated to the parties concerned. For the purposes of assessing
these requirements, account is taken of any previous relations between the persons applying
and group member companies.
The rejection of an application to become a registered shareholder, for those who lawfully
possess shares in the Bank, has the only effect of not allowing the exercise of rights other than
those which have a financial content.
No reports of shareholdings greater than 2% have been received, other than those received in
April 2007 at the time of the merger with Banca Lombarda e Piemontese: Carlo Tassara Spa
(2,282%), Fondazione Cassa di Risparmio di Cuneo (2,278%), Fondazione Banca del Monte di
Lombardia (2,255%).
On the basis of information received directly by the Group, at the date of this report the
percentage shareholdings held are as follows:
- Carlo Tassara Spa (2,004%),
- Fondazione Cassa di Risparmio di Cuneo (2,280%)
- Fondazione Banca del Monte di Lombardia (2,255%).
There are no shares which confer special controlling rights over UBI Banca.
There are no share investment programmes for employees at UBI Banca which exclude the
direct exercise of voting rights.
758
The exercise of voting rights is subject above all to acquiring the status of registered
shareholder which is acquired following approval for admission by the Management Board,
with enrolment in the shareholders register. Those persons in possession of the right to vote
for which the communication has been made to the Bank by the intermediary appointed in
accordance with Art. 2370 of the Italian Civil Code and with any special provisions of the law
or regulations, at least 2 working days prior to the date set for the first session, may
participate in shareholders’ meetings in accordance with the provisions of the law.
Registered shareholders may not withdraw shares or the relative certification before the
meeting has taken place.
Only persons who have been registered shareholders for at least 90 days from the date of entry
in the shareholder register may attend the shareholders’ meetings, exercise voting rights and
be eligible for appointment to corporate bodies (Art. 25 of the corporate by-laws)
In compliance with Art. 30 of the Consolidated Banking Act and Art. 26 of the corporate bylaws, registered shareholders have only one vote, irrespective of the number of shares held.
Rights over capital and profits are in proportion to the shares owned (Art. 17 of the by-laws);
nevertheless if a shareholder fails to transfer ownership of shares in excess of the 0,50% limit
of the share capital within one year of the violation being reported by the Bank, the relative
ownership rights maturing up to the time of the sale of the excess shares are acquired by the
Bank.
UBI Banca has received the following communications in relation to:
•
the constitution, on 28th May 2007, of an unofficial association named "Associazione
Banca Lombarda e Piemontese" located in Brescia to which more than 100 former
shareholders of the former Banca Lombarda e Piemontese belong who were previously
members of the "Banca Lombarda e Piemontese Syndicate" and who, as a result of the
merger between BLP and BPU have become shareholders of UBI Banca. Together they
hold approximately more than 10% of the share capital of UBI Banca. An extract of the
main clauses of the by-laws of the association was published in the newspaper ItaliaOggi
on 5th June 2007;
•
the constitution, on 23rd November 2007, of the unofficial association named "Gli Amici
di UBI Banca", located in Bergamo, by 28 registered shareholders of UBI Banca Scpa. An
extract of the main clauses of the by-laws of the association was published in the
newspaper ItaliaOggi on 30th November 2007.
While these associations do not qualify as shareholders' agreements pursuant to Article 122 of
Legislative Decree No. 58/98, the members of both of them have nevertheless fulfilled public
disclosure obligations as required by law in relation to some of the clauses of their by-laws,
insofar as it is necessary and in view of the legally binding nature of the decree mentioned and
the consequences of failure to comply with it.
No authorisations exist as at the date of this report for increases in the share capital or for the
issue of convertible bonds.
As concerns the purchase of own shares, a shareholders’ meeting of 10th May 2008 authorised
the Management Board – until the shareholders’ meeting convened to pass resolutions for the
distribution of profits for the year ended 31st December 2008 – to purchase own shares at a
price not higher than the official price or the closing price in the market session prior to each
individual transaction to be charged to the “reserve for the purchase of own shares”
amounting to 64.203.000,00 euro, with the further limit that the shares held as a result of
trading performed do not exceed a maximum number equal to 1% of the share capital.
That same shareholders’ meeting also authorised the Management Board to sell all or part of
the own shares that the Bank might hold at a price not less than the official price or the
closing price in the session prior to each individual sales transaction, with the understanding
that the amount from the sale of the shares held returns, up until the carrying amount, to the
funds held in the “reserve for the purchase of own shares”.
The mandate to purchase own shares was not exercised in 2008 and in the period until the
date of this report.
*********
759
The shareholders’ agreement signed on 18th January 2008 by UBI Banca and the Prudential
USA concerning the joint venture, UBI Pramerica SGR Spa (“SGR”) grants rights to purchase
to the parties (call options) if certain predetermined events occur.
More specifically, in the event of a “change of control” of UBI Banca (this being understood as
any operation whereby i) an entity directly or indirectly purchases more than 30% of the share
capital with voting rights of UBI Banca; ii) UBI Banca merges or performs another
extraordinary operation with another legal entity and as a consequence UBI Banca ceases to
exist or the legal entity party to the operation holds more than 30% of the share capital with
voting rights subsequent to the operation; iii) the sale, rent, transfer or other analogous
operation by which UBI Banca transfers all or a substantial part of its business to another
legal entity), Prudential USA has the right to make a communication to UBI Banca which
allows the latter to exercise a call option on the entire investment held by Prudential USA in
the SGR.
If that option is not exercised, Prudential USA has, as an alternative, the right i) to purchase
the entire interest held in the SGR by the UBI Banca Group, or an interest which allows it to
hold 65% of the share capital of the SGR; ii) to give a mandate to an investment bank to sell
the entire share capital of the SGR to a third party.
*********
The report on operations in the 2008 Annual Report may be consulted for information on
agreements between the Bank and members of the Management Board which involve the
payment of an indemnity if they should resign.
Role of the Parent Bank and the Unione di Banche Italiane
Group
UBI Banca is the Parent Bank of the Unione di Banche Italiane Group, organised on a federal,
polyfunctional model and integrated with the listed ‘popular’ Parent bank, which sets strategic
policies and performs functions of coordination and control over all the organisational units
and companies in the Group.
In implementing its management and co-ordination activities in compliance with both specific
regulations laid down by the Supervisory Authority and civil law, UBI Banca sets the strategic
objectives of the Group, mainly through the Group budget and Business Plan for the Group,
without prejudice to the by-law and operational independence of each company in the Group.
It also defines, as a consequence, the strategic lines of development of each of them, just as
they are called upon on the one hand to achieve those objectives in terms of a single business
plan and on the other to benefit from the overall results of the management and co-ordination
activities.
The UBI Banca Group is composed of the following:
• nine network banks:
- Banca Popolare di Bergamo Spa with head office and headquarters in Bergamo;
- Banco di Brescia Spa, with head office and headquarters in Brescia;
- Banca Popolare Commercio e Industria Spa, with head office and headquarters in
Milan;
- Banca Regionale Europea Spa, with head office in Cuneo and headquarters in Milan;
- Banca di Valle Camonica Spa, with head office and headquarters in Breno (BS);
- Banco di San Giorgio Spa, with head office and headquarters in Genoa;
- Banca Popolare di Ancona Spa, with head office and headquarters in Jesi (AN) ;
- Banca Carime Spa, with head office and headquarters in Cosenza;
- UBI Banca Private Investment Spa, with head office and headquarters in Brescia;
• one corporate bank and investment bank, Centrobanca S.p.A., with head office and
headquarters in Milan;
760
•
•
one online bank, IW Bank Spa, with head office in Milan;
product companies operating mainly in the asset management sector (UBI Pramerica
SGR Spa, UBI Pramerica Alternative Investment SGR Spa, Capitalgest Alternative
Investments SGR Spa), the life and non life banc assurance sectors (UBI Assicurazioni
Spa, Aviva Assicurazioni Vita Spa (*), Aviva Vita Spa, Lombarda Vita Spa), the consumer
finance sector (B@nca 24-7 Spa), the leasing sector (UBI Leasing Spa (**)) and in the
factoring sector (UBI Factor Spa);
• one company, UBI Sistemi e Servizi SCpA, for the supply of services and products to
businesses; one company, UBI Centrosystem Spa, for the supply of IT services to the
product companies of the UBI Banca Group and companies operating in the property
sector: SBIM (Società Bresciana Immobiliare Mobiliare Spa), SOLIMM (Società Lombarda
Immobiliare Srl) and BPB Immobiliare Srl;
• special purpose entities for securitisation transactions and trust companies for the issue
of preferred shares: Banca Lombarda Preferred Securities Trust, UBI Finance Srl, 24-7
Finance Srl, Lombarda Lease Finance 2 Srl; Lombarda Lease Finance 3 Srl, Lombarda
Lease Finance 4 Srl, UBI Lease Finance 5 Srl, UBI Finance 2 Srl, BPB Funding Llc, BPB
Capital Trust, BPCI Funding Llc, BPCI Capital Trust, UBI Trust Company Ltd.
(*) On 01/01/2009 UBI Assicurazioni Vita Spa changed its name to Aviva Vita Assicurazioni
Spa.
(**) On 05/07/2008 the merger was completed of BPU Leasing Spa into SBS Leasing Spa
which changed its name at the same time to UBI Leasing Spa.
The UBI Banca Group’s presence abroad as at 31st December 2008 was composed as follows:
Subsidiary banks:
- UBI Banca International S.A. located in Luxembourg.
- Banque de Dèpôts et de Gestion (BDG) located in Switzerland;
branches:
- France: branches of the Banca Regionale Europea in Nice and at Menton;
- Germany: branch of UBI Banca International in Munich;
- Luxembourg: branch of Banco di Brescia;
- Spain: branch of UBI Banca International in Madrid.
Switzerland: branches of BDG at Lausanne, Lugano, Mendrisio, Neuchâtel;
Representative offices:
- Hong Kong;
- Moscow;
- Mumbai;
- San Paolo of Brazil;
- Shanghai.
Product companies:
- BDG Singapore Pte Ltd, a “financial advisory” company located in Singapore and controlled
by BDG.
- UBI Factor Polonia, a branch in Poland of the Group factoring company.
- Gestioni Lombarda Suisse, a Swiss company specialising in asset management located in
Lugano and controlled by BDG.
- Lombarda China Fund Management, a joint venture in the asset management sector for the
Chinese market.
A chart showing the composition of the Unione di Banche Italiane Group is given below:
761
(1)
The company InvestNet International SA is 100% controlled in
turn by InvestNet Work Iberica Srl
UBI><Banca Group as at 01/01/2009
100%
Banca Popolare di Bergamo SpA
100%
Capitalgest SpA
19%
83,36%
80%
UBI Leasing SpA
Banca Popolare Commercio e Industria SpA
30,92%
99,29%
34,08%
UBI Pramerica SGR SpA
15%
Banca Popolare di Ancona SpA
85%
UBI Assicurazioni SpA
85,83%
92,75%
Banca Carime SpA
UBI Pramerica Alternative Inv. SGR SPA
100%
B@nca 24-7 SpA
Capitalgest Alternative Inv. SGR SpA
100%
100%
100%
Banca Lombarda Preferred Security Trust
100%
Banco di Brescia SpA
100%
BPCI Funding LLC
74,24%
UBI Fiduciaria SpA
Banca di Valle Camonica SpA
8,72%
BPCI Capital Trust
BRE Banca SpA
UBI Gestioni Fiduciarie SIM SpA
34,82%
56,33%
Banco di San Giorgio SpA
100%
100%
63,13%*
100%
GE.SE.RI SpA (in liquidazione)
95%
18,90%
Banque de Depots et de Gestion SA
IW Bank SpA
100%
UBI Factor SpA
100%
33,83%
Gestioni Lombarda (Suisse) SA
BDG Singapore PTE Ltd
UBI Trust Company Ltd
100%
100%
SILF SpA
InvestNet Italia Srl
InvestNet Int. SA
(1)
100%
Banca Lombarda Preferred Capital Co LLC
UBI Banca Private Investment SpA
99,99%
1%
100%
3,35%
4,40%
UBI Banca International SA
UBI Management Company SA
5,47%
92,35%
100%
Solimm Srl
100%
BPB Funding LLC
100%
Finanzattiva Servizi Srl
SBIM SpA
UBI Insurance Broker Srl
Centrobanca SpA
100%
100%
100%
0,22%
92,03%
99%
Centrobanca Sviluppo Impresa SGR SpA
100%
100%
100%
BPB Capital Trust
100%
UBI Centrosystem SpA
100%
BPB Immobiliare Srl
68%**
UBI Sistemi e Sevizi Soc.Cons.pA
60%
98,56%
UBI Finance Srl
Mercato Impresa SpA
(*) Percentage of ordinary share capital
(**) The remaining 32% is held by BP Ancona (4%), BPCI (4%), Banco di Brescia (4%),
Banca Carime (4%), BP Bergamo (4%), BRE (4%), BV Camonica (2%), UBI Banca
Private Inv (2%), Banco di S.Giorgio (2%), Centrobanca (1%), UBI Factor (1%)
Coralis Travel Srl(in liq.)
100%
Coralis Rent Srl
Operational management and investment monitoring
762
Banks
Asset Management
Financial and Para-banking
Other
Governing bodies of UBI Banca
Shareholders’ Meetings
Shareholders’ meetings, properly convened and constituted, represent the registered
shareholders as a whole and their resolutions, passed in compliance with the corporate bylaws, are binding on all registered shareholders, even if absent or dissenting.
Those persons in possession of the right to vote for which the communication has been made
to the Bank by the intermediary appointed in accordance with Art. 2370 of the Italian Civil
Code and with any special provisions of the law or regulations, at least 2 working days prior to
the date set for the first session, may participate in shareholders’ meetings in accordance with
the provisions of the law. Registered shareholders may not withdraw shares or the relative
certification before the meeting has taken place. Only persons who have been registered
shareholders for at least 90 days from the date of entry in the shareholders’ register may
attend the meetings, exercise voting rights and be eligible for appointment to corporate bodies.
A registered shareholder is entitled to only one vote no matter how many are shares
possessed. A registered shareholder is entitled to be represented by issuing a written proxy to
another registered shareholder having the right to participate in a shareholders’ meeting.
Proxies may not be granted to members of governing or controlling bodies or to employees of
the Bank, to companies controlled by it or to members of governing or controlling bodies or to
employees of the latter.
Without prejudice to the provisions of paragraph 2, of Art. 2372 of the Italian Civil Code, proxy
authorisations can be issued for individual shareholders’ meetings only, with effect also for
subsequent sessions, and may not be issued with the name of the representative left blank. No
registered shareholder may act as proxy for more than 3 other registered shareholders. Voting
by post is not permitted.
Members of the Management Board and similarly members of the Supervisory Board may not
vote on matters concerning their areas of responsibility. The right to vote in the case of a
pledge or usufruct on shares lies with the registered shareholder only.
As concerns quorums for voting, resolutions are passed in ordinary and extraordinary
shareholders' meetings by an absolute majority of the votes, except for the approval of
resolutions to change the company objects, eliminate or close down operational headquarters
in Brescia and Bergamo, wind-up the Bank in advance as determined by events provided for
by law, with the exception of the circumstance pursuant to point 6 of article 2484 of the
Italian Civil Code, repeal or amend Articles 23 and 36 of the corporate by-laws and/or
introduce any other provision that is incompatible with those articles, as well as to approve
amendments to or the elimination of the quorums for passing resolutions contained in article
28, paragraph 3, for which the vote in favour of at least one twentieth of all the registered
shareholders entitled to vote is required, even in second call (article 28 of the corporate bylaws).
Furthermore, the vote in favour of at least one twentieth of all shareholders entitled to vote,
who in turn represent at least 20% of the subscribed and paid-up share capital as at the
ninetieth day prior to the date set for a shareholders’ meeting is required, even in second call,
for the approval of resolutions concerning the repeal or amendment of article 45, paragraph 6,
article 48, paragraph 6 and article 49, paragraphs 4, 5 and 6 and the approval of amendments
to or elimination of the quorum for passing resolutions contained in article 28, paragraph 4,
(Article 28 of the corporate by-laws).
Finally, for resolutions to be passed at the request of the Banking Supervisory Authority or in
relation to changes to regulations or legislation, both ordinary and extraordinary shareholders'
meetings pass resolutions by an absolute majority vote. In these cases, where the Supervisory
Board is empowered to approve them, they are passed by an absolute majority of the members
present (Article 28 of the corporate by-laws).
As concerns proceedings in shareholders' meetings, the Bank has adopted regulations for
shareholders' meetings based on standard regulations recommended by the Italian Banking
Assocation and Assomine (association of joint stock companies) designed to govern the ordered
763
and efficient functioning of meetings and to ensure that each registered shareholder has the
right to speak on the items on the agenda.
These regulations have also been published on the Bank's website in the corporate governance
section and in the shareholders’ section.
Supervisory Board
The Supervisory Board is composed of 23 members appointed by a shareholders' meeting
chosen from among those registered shareholders possessing the necessary qualities, namely
integrity, professionalism and independence as required by the legislation in force. At least 15
of the members of the Supervisory Board must be in possession of the requirements of
professionalism required by the legislation currently in force for persons who perform
functions as directors of banks.
In particular, at least 3 members of the Supervisory Board must be chosen from among
persons enrolled in the Registro dei Revisori Contabili (register of auditors) who have practised
as legal certifiers of accounts for a period of not less than three years.
While mandatory provisions of the law, of the Supervisory authority or regulations must be
complied with, persons already holding offices of full statutory auditor or members of other
controlling bodies in more than five listed companies and/or their parent companies or
subsidiaries cannot hold office as a member of the Supervisory Board. If the cause of
incompatibility just mentioned is not eliminated within 60 days of election or of
communication of the fact to the person concerned, if it occurs subsequently, the member of
the board is automatically removed from the position.
Members of the Supervisory Board are elected by a shareholders' meeting on the basis of lists
in accordance with the terms and procedures contained in article 45 of the corporate by-laws.
In accordance with the transition regulation V contained in the corporate by-laws, a meeting of
the shareholders of BPU Banca held on 3rd March 2007 appointed the first Supervisory Board
of UBI Banca for the years 2007/2008/2009. It appointed Gino Trombi as Chairman and
Giuseppe Calvi as Senior Deputy Chairman. These appointments became effective on 1st April
2007, the date on which the merger of Banca Lombarda into BPU Banca became legally
effective.
Following the resignations of two members of the Supervisory Board, Franco Polotti and
Pierfrancesco Rampinelli, on 5th May 2007 a shareholders’ meeting of UBI Banca replaced
them by appointing Alberto Folonari and Giovanni Bazoli to the board.
In compliance with the provisions of Article 44 of the corporate by-laws, the Supervisory Board
appointed 2 Deputy Chairmen - Alberto Folonari and Mario Mazzoleni - and it also appointed
Federico Manzoni as secretary of the board.
Following the resignations of the Chairman Gino Trombi and of the board member Romain
Zaleski, a meeting of the shareholders held on 10th May 2008 appointed Corrado Faissola as
Chairman of the Supervisory Board and Battista Albertani as a member of that board.
The Supervisory Board is therefore currently composed as follows:
Faissola Corrado
Calvi Giuseppe
Folonari Alberto
Mazzoleni Mario
Albertani Battista
Bazoli Giovanni
Bellini Luigi
Cattaneo Mario
Ferro Luzzi Paolo
Fidanza Virginio
Fontana Enio
Garavaglia Carlo
Gussalli Beretta Pietro
Lucchini Giuseppe
Lucchini Italo
Chairman
Senior Deputy Chairman
Deputy Chairman
Deputy Chairman
member
member
member
member
member
member
member
member
member
member
member
764
Manzoni Federico
Moltrasio Andrea
Musumeci Toti S.
Orlandi Sergio
Pedersoli Alessandro
Perolari Giorgio
Pivato Sergio
Sestini Roberto
member
member
member
member
member
member
member
member
It has been verified in this respect that the members of the Supervisory Board are in
possession of the legal requirements to hold their positions.
The curricula vitae of the Chairman and of the Senior Deputy Chairman are available on the
website of UBI Banca, while attachment A) lists the offices held by all board members in
companies listed on regulated markets, including foreign regulated markets, and in finance,
banking, insurance or large companies.
REMUNERATION
In addition to the reimbursement of expenses incurred in performing their duties in office,
members of the Supervisory Board also receive remuneration determined for the entire period
of office by a shareholders’ meeting at the time of their appointment. They are also assigned
tokens for attendance at meetings of the Supervisory Board and also at meetings of
commissions and committees formed by the Supervisory Board itself in the amount
established by a shareholders’ meeting.
Furthermore, in compliance with the corporate by-laws, after first consulting with the
Remuneration Committee, the Supervisory Board sets the remuneration for the Chairman, the
Senior Deputy Chairman, the Deputy Chairmen and the members of the Supervisory Board
who have been assigned special duties, powers or functions.
The relative amounts are reported in detail in the table prepared in accordance with Art. 78 of
Consob Resolution No. 11797/1999 and also in the notes to the financial statements for the
year ended 31.12.2008 which may be consulted.
In this respect, in March 2009 the Supervisory Board decided, with the agreement of all its
members, to reduce its total fixed remuneration by 20% for its last year of office in order to
demonstrate its awareness of the economic and financial crisis that had hit the country and to
signal its concern to those who had been hit either directly or indirectly by that crisis.
The Supervisory Board has verified that all the members of the Supervisory Board in office are
in possession of the requirements of independence in compliance with current law and the
corporate governance code for listed companies.
FUNCTIONS OF THE SUPERVISORY BOARD
The functions of the Supervisory Board are set out in article 46 of the corporate by-laws,
according to which the board:
a) on the basis of proposals from the Appointments Committee, appoints and removes the
members of the Management Board and its Chairman and Deputy Chairman, determining
their remuneration after consulting with the Remuneration Committee; determines, after
consulting with the Remuneration Committee, the remuneration of the members of the
Management Board vested with special offices, duties or powers or assigned to committees;
without prejudice to the provisions of article 32, paragraph 2, of the corporate by-laws, and
without effect for members of the Management Board who vacate their positions, the
Supervisory Board appoints the members of the Management Board in the first meeting
following its own appointment by a shareholders’ meeting;
b) on the basis of proposals from Management Board, sets the general guidelines and
strategic policies of the Bank and of the Group;
c) approves the separate financial statements and the consolidated financial statements
prepared by the Management Board;
d) authorises the Management Board to exercise powers to increase the share capital or to
issue convertible bonds that may have been granted by a shareholders' meeting pursuant
to article 2443 and/or article 2420-ter of the Italian Civil Code;
765
e) attends the meetings of the Management Board, delegating the Chairman and the Senior
Deputy Chairman to do so;
(in this respect, in order to comply immediately with the Bank of Italy instructions of the 4th
March 2008, even before the related amendments to corporate by-laws are made, the
Chairman and the Senior Deputy Chairman of the Supervisory Board decided to separately
authorise every member of the Internal Control Committee to attend meetings of the
Management Board);
f) performs supervisory functions in compliance with article 149, paragraphs one and three
of Legislative Decree No. 58 of 24th February 1998;
g) initiates liability actions against members of the Management Board;
h) submits reports to the Bank of Italy pursuant to Article 70, paragraph seven of Legislative
Decree No. 385 of 1st September 1993;
i) reports in writing to a shareholders' meeting convened pursuant to Art. 2364-bis of the
Italian Civil Code on the supervisory activity performed, on omissions and reprehensible
actions observed, and also at any other ordinary or extraordinary shareholders’ meetings
convened, on matters falling within its sphere of responsibilities;
l) informs the Bank of Italy without delay of all events or facts it may learn of in the
performance of its duties, which might constitute a management irregularity or an
infringement of banking regulations;
m) expresses a mandatory opinion on the person responsible for preparing the corporate
accounting documents pursuant to article 154-bis of Legislative Decree No. 58 of 24th
February 1998;
n) on the basis of proposals from the Management board, grants authorisations for business
and/or financial plans and the budgets of the Bank and of the Group prepared by the
Management Board, as well as authorisations for strategic operations, while the latter,
nevertheless, retains responsibility for the actions it takes. In particular, the Supervisory
Board decides on the authorisations concerning:
(i)
proposals for transactions on the share capital, issuances of convertible and cum
warrant bonds in the Bank’s shares, mergers and demergers; proposals for
amendments to the corporate by-laws;
(ii) purchases or sales by the Bank and its subsidiaries of controlling interests in
companies with important strategic value or with a total value greater than 5% of the
consolidated equity and also the purchase or sale of companies, business en bloc,
business units of important economic and/or strategic value;
(iii) investments and/or divestments of strategic importance and/or which involve
commitments for the Bank where the total amount is greater than 5% of consolidated
shareholders' equity for each transaction;
(iv) the signing of commercial, co-operation or shareholders’ agreements of strategic
importance, although authorisation by the Supervisory Board on the transactions
indicated in the list above is not necessary if they are transactions specifically
contemplated in the business plans already approved by the Supervisory Board;
o) sets general policies concerning cultural and charitable initiatives and the image of the
Bank and of the Group, with special regard to enhancing historical and artistic heritage,
verifying that the initiatives that are planned are consistent with the objectives that are
set;
p) decides on mergers and demergers pursuant to articles 2505 and 2505-bis of the Italian
Civil Code;
q) exercises all other powers granted by regulations and legislation currently in force or by
the corporate by-laws.
The Supervisory Board also has exclusive powers, in compliance with article 2436 of the
Italian Civil Code, for decisions concerning:
a) the opening and closing down of secondary offices;
b) reducing the share capital if a registered shareholder withdraws from the company;
c) amendments to the corporate by-laws to comply with legislation and regulations, subject to
consultation with the Management Board.
The Supervisory Board and its members exercise powers pursuant to article 151-bis of
Legislative Decree No. 58 of 24th February 1998, in accordance with the terms and conditions
stated therein.
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CHAIRMAN
The duties of the Chairman of the Supervisory Board are listed in article 47 of the corporate
by-laws. The Chairman of the Supervisory Board convenes – on his own initiative and, in any
event, in the cases prescribed by law or the corporate by-laws – and chairs the meetings of the
board itself, setting the agendas. He also considers proposals submitted by the Senior Deputy
Chairman and the other Deputy Chairmen and ensures that adequate information on the
matters on the agenda is provided to all the members of the Supervisory Board.
The Chairman of the Supervisory Board maintains regular contacts with the Management
Board, particularly through the Chairman and/or the Deputy Chairman of the Management
Board and/or the Chief Executive Officer and ensures that the Supervisory Board is
constantly informed of the performance of the Bank and the Group.
MANAGEMENT OR SUPERVISORY POSITIONS HELD BY MEMBERS OF THE SUPERVISORY BOARD
Summary table No. 1 attached to this report lists the number of other management and
supervisory positions held by members of the Supervisory Board in other companies listed on
regulated markets (including foreign markets) and in financial, banking, insurance or large
companies, while attachment A provides details of those positions.
MEETINGS
The Supervisory Board must meet at least every 60 days. The location of the meetings
alternates between the cities of Bergamo and Brescia and a meeting is held once a year in the
city of Milan. The Supervisory Board is validly convened with the attendance of a majority of
the members in office and it passes resolutions by a vote in favour of the absolute majority of
the board members present. A qualified majority (vote in favour of at least 17 members) is
required for amendments to the regulations of the Appointments Committee, for proposals to
amend the corporate by-laws and for other matters for which the corporate by-laws require a
qualified majority.
Notices to convene meetings contain a list of the items on the agenda and this is sent at least
four days before the date set for the meeting, except in urgent circumstances, when the timelimit may be reduced to one day.
The Supervisory Board met 12 times in 2008 and the average length of meetings was 4 hours.
Eleven meetings have been scheduled for the first eight months of 2009, five of which have
already been held.
Committees
While it acknowledges the principle of collegial responsibility in performance of its duties, the
Supervisory Board - in relation to its responsibilities, its composition and the characteristics of
its members - decided to establish specific internal committees with the functions of
submitting proposals and advice and performing controls, in compliance, amongst other
things with the recommendations contained in the corporate governance code. These
committees have been established to allow the Supervisory Board to make its decisions on a
more informed basis and they are composed - as recommended by the corporate governance
code - of more than three members:
- APPOINTMENTS COMMITTEE
- REMUNERATION COMMITTEE
- INTERNAL CONTROL COMMITTEE
- ACCOUNTS COMMITTEE
6
5
5
4
members
members
members
members
The meetings of these committees are properly minuted. They may have access in the
performance of their functions to the corporate functions and information required to perform
their duties and they may make use of external consultants, with adequate funds provided for
that purpose.
APPOINTMENTS
COMMITTEE
The Appointments Committee is composed of the following members of the Supervisory Board:
767
- Faissola Corrado as the Chairman
- Calvi Giuseppe
- Garavaglia Carlo
- Mazzoleni Mario
- Bazoli Giovanni
- Folonari Alberto.
The board member Federico Manzoni has been appointed as the secretary of the committee.
This committee submits proposals for candidates to the position of supervisory board member
for submission to a shareholders' meeting, including candidates for the highest positions (i.e.
Chairman and Senior Deputy Chairman of the Supervisory Board of the Parent Bank). It also
proposes candidates, to be appointed by the Supervisory Board, for the positions of Deputy
Chairman of the Supervisory Board and member of the Management Board in the Bank,
including candidates to the highest positions (i.e. Chairman and Deputy Chairman of the
Management Board and the Chief Executive Officer of the Bank).
The Appointments Committee also selects one third of the candidates for positions as members
of the boards of directors and of the boards of statutory auditors of the main subsidiary banks
of UBI Banca.
The remaining two thirds of the candidates are designated by the Management Board of UBI
Banca Spa.
The Appointments Committee met five times in 2008 and submitted proposals for appointment
to corporate bodies as follows:
- members and the highest positions of the Supervisory Board and the Management Board;
- the composition of the Board of Directors of Banca Carime, Banca Popolare Commercio ed
Industria, Banca Popolare di Ancona, Banca Popolare di Bergamo, Banco di Brescia,
Centrobanca and Banca Regionale Europea.
- the composition del board of statutory auditors of Banca Popolare di Ancona
REMUNERATION
COMMITTEE
The Remuneration Committee is composed of the following members of the Supervisory Board:
- Pedersoli Alessandro as the Chairman
- Calvi Giuseppe
- Lucchini Giuseppe
- Musumeci Toti S.
- Folonari. Alberto
The board member Federico Manzoni has been appointed as the secretary of the committee.
This committee submits proposals to the Supervisory Board for the remuneration of the
following:
- Chairman, Senior Deputy Chairman, Deputy Chairmen of the Supervisory Board, as well as
the members of that board to whom specific positions, powers or functions have been
assigned by the corporate by-laws or by the Supervisory Board; these proposals are
formulated by the committee, in the absence of the parties directly concerned.
- members of the Management Board;
- the Chairman and Deputy Chairman of the Management Board, as well as members of the
Management Board who have been assigned positions, powers or functions or who have been
appointed to committees.
As part of its duties, the committee is also called upon:
- to express an opinion on the remuneration of the senior management of the Bank and of the
governing bodies of the main subsidiary banks;
- to define the guidelines for the determination by the relative bodies of the remuneration of
the senior management of all the subsidiaries and the governing bodies of the other
subsidiaries.
The Remuneration Committee met five times in 2008, formulating proposals for the
remuneration of senior management. In detail:
- special remuneration for the board member responsible for supervising the internal control
system pursuant to Art. 43 bis of the corporate by-laws;
- incentive schemes for the senior management team for 2007
768
-
remuneration of the Chief Executive Officer
remuneration of the General Manager
remuneration of the members of the management and supervisory bodies of the main
subsidiary banks.
INTERNAL CONTROL COMMITTEE
The Internal Control Committee is composed of the following members of the Supervisory
Board, all of whom are enrolled in the register of auditors:
- Pivato Sergio, as the Chairman
- Bellini Luigi
- Cattaneo Mario
- Garavaglia Carlo
- Lucchini Italo
This committee has the task of assisting the Supervisory Board, with investigative, consultative
and proposal making functions, in its responsibilities concerning the system of internal control
which concerns all corporate departments and organisational units with regard to: their
appropriateness to ensure constant and continuous monitoring of risks; the effectiveness and
efficiency of corporate processes; protecting the value of assets and protection against losses;
the reliability and integrity of accounting and operating information; compliance of operations
with both policies set by corporate governing bodies and internal and external regulations.
The committee generally performs these duties with the assistance of the Audit Area – a
function which reports to the Supervisory Board – through the chief of that area who as the
internal control officer makes special reports to the committee, and also with the assistance of
the other internal control units of the Bank, including the risk management and the
compliance functions in particular.
The committee reports to the Supervisory Board at least every six months at the time of
approval of the annual financial statements and the examination of the half-year report on its
activities and on the adequacy of the internal control system of the issuer and of strategically
important subsidiaries.
The function of assisting the Supervisory Board with matters relating to the financial
statements is the responsibility of the Accounts Committee.
In order to provide constant information on the main business operations, one or more
members of the Internal Control Committee attends the meetings of the Management Board on
a rotating basis and reports back to the other members of the committee in its next meeting.
When necessary, the committee also uses all other channels of information required to perform
its activities, including support from outside consultants if considered appropriate.
The Internal Control Committee met 24 times in 2008 concentrating mainly on the following:
•
the most important issues concerning the Bank's internal control system and the
legislative framework, as follows:
- corporate governance mechanisms with regard, amongst other things, to the provisions
contained in the corporate governance code for listed companies, in the supervisory
instructions issued by the Bank of Italy and in Legislative Decree No. 231/2001;
- relations with the boards of statutory auditors and with the supervisory bodies
pursuant to Legislative Decree No. 231/2001 of subsidiaries and the respective areas
of intervention;
- the policy-setting and co-ordination activities of the Parent Bank;
- risk management and capital requirement calculation processes pursuant to Basel 2;
- the configuration and co-ordination of second level (risk management and compliance)
and third level (internal audit) control activities;
- the structure, staff and operational tools of the Group internal auditing function and its
interaction with other business units;
- modifications of corporate procedures to comply with the MiFID legislation and new
anti-money laundering developments;
• periodic and specific reporting on the outcomes of analyses performed by the internal
auditing function;
769
•
on relations with the Supervisory Authorities, with specific regard to requests for selfanalysis concerning specific transactions and inspections carried out at subsidiary
companies.
ACCOUNTS COMMITTEE
The Accounts Committee is composed of the following members of the Supervisory Board:
- Cattaneo Mario as the Chairman
- Garavaglia Carlo
- Manzoni Federico
- Orlandi Sergio.
Its function is to support the Supervisory Board by furnishing advice and submitting
proposals in areas relating to the annual separate and consolidated financial statements and
to interim financial statements.
The committee generally performs its functions by obtaining information from the financial
reporting officer and from the independent auditors. It maintains contacts with regard to
financial reporting with the staff of the main subsidiaries.
The Accounts Committee met 18 times in 2008 concentrating mainly on examinations of the
separate and consolidated financial statements of the Parent Bank, the half year financial
report and the quarterly reports to the end of March and September. In this context it
conducted detailed study on accounting matters connected with the unification, already
completed, of the accounting IT systems used by the banks in the Group.
With regard to the Basel 2 project, the accounts committee supported the Supervisory Board
in the various implementation stages mainly on technical aspects affecting accounting,
administrative and financial reporting matters connected mainly, but not exclusively, with
quantification issues of the three pillars.
The committee reports to the Supervisory Board on its activities at least every six months at
the time of approval of the annual financial statements and the examination of the half-year
report.
Management Board
The Management Board is composed of 11 Members appointed by the Supervisory Board.
The members of the Management Board remain in office for three financial years and may be
re-elected. Their term of office expires on the date of the Supervisory Board meeting convened
to approve the financial statements for their last year in office. The following rules apply:
(i)
at least one of the members of the Management Board must hold the requirements of
independence pursuant to Art. 148, paragraph three of Legislative Decree No. 58 of 24th
February 1998;
(ii) at least the majority of the members must have at least three years experience in
management and/or professional activities in financial and/or banking and/or insurance
companies in Italy or abroad.
Following the resignation of the Deputy Chairman and member of the Management Board,
avv. Corrado Faissola, in a meeting of 10th May 2008 the Supervisory Board appointed Franco
Polotti as a member of the Management Board and Flavio Pizzini as Deputy Chairman of the
Management Board.
On 27th November 2008 the Chief Executive Officer, dott. Giampiero Auletta Armenise,
resigned with effect from 1st December 2008 from his executive position, with the consequent
powers that had been conferred on him by the Management Board.
Following his resignation as CEO, the Supervisory Board decided to increase the number of
members of the Management Board to 11 and unanimously appointed dott. Victor Massiah,
the General Manager of UBI Banca, to that board.
770
The Management Board – again with effect from 1st December 2008 – appointed Victor
Massiah to the position of Chief Executive Officer, while he resigned from his position as
General Manager at the same time.
The Management Board is currently composed of the following members:
Zanetti Emilio
Chairman
Pizzini Flavio
Deputy Chairman
Massiah Victor
Auletta Armenise Giampiero
member
Bertolotto Piero
member
Boselli Mario
member
Camadini Giuseppe
member
Cera Mario
member
Frigeri Giorgio
member
Gusmini Alfredo
member
Polotti Franco
member
The curricula vitae of the Chairman, the Deputy Chairman and the Chief Executive Officer are
available on the website of UBI Banca, while attachment B) lists the positions held by all the
board members in companies listed in regulated markets, including foreign markets, and in
financial, banking, insurance or large companies. The Management Board is appointed for
three financial years, expiring on the date of the Supervisory Board meeting convened to
approve the financial statements for 2009. It has been verified in this respect that the
members of the Management Board are in possession of the legal requirements to hold their
positions.
As a general rule and with the exception of resolutions that must be passed by a qualified
majority, the attendance of more than half the members in office is required for meetings of
the Management Board to be valid.
REMUNERATION
In compliance with the corporate by-laws, after first consulting with the Remuneration
Committee, the Supervisory Board sets the remuneration of the Management Board and of its
members to whom special offices, duties or powers have been assigned.
The relative amounts are reported in detail in the table prepared in accordance with Art. 78 of
Consob Resolution No. 11797/1999 and also in the notes to the financial statements for the
year ended 31.12.2008 which may be consulted.
The remuneration of the members of the Management Board is not linked to the operating
results achieved by the Bank.
As concerns the current Chief Executive Officer, as the highest ranking executive officer of the
Bank a part of his remuneration is variable, determined on the basis of criteria set for all
senior executives.
No-one is the beneficiary of share-based incentive plans.
In March 2009 the Management Board decided to reduce their fixed remuneration by 20%
from 1st January 2009, on similar grounds to those which motivated the members of the
Supervisory Board. Furthermore, the Chairman and Deputy Chairman of the Management
Board in particular decided to reduce their remuneration for their positions by 50%.
EXECUTIVE AND NON-EXECUTIVE BOARD MEMBERS
In compliance with instructions issued by the Bank of Italy on the organisation and corporate
governance of banks the Management Board consists mainly of executive members, consistent
with the function of strategic supervision assigned to the Supervisory Board (see the details
provided in summary table No. 2).
The members of the Management Board are in fact actively involved in the management of the
Bank in compliance with policies approved by the Supervisory Board and submitted to it by
the Management Board itself, which as specifically required by the corporate by-laws performs
its main activities exclusively on a collegial basis with no powers to delegate authority.
In addition to the Chief Executive Officer, the corporate by-laws (article 39) also assign powers
and functions to the Chairman and the Deputy Chairman which underline their involvement
in the management of the Bank.
771
The management commitments and responsibilities of the executive board members apply not
only to the sphere of the Management Board, but also at Group level by appointments to
positions in the governing bodies of the main subsidiaries of UBI Banca. This actively helps to
ensure that the various member companies of the Group comply with instructions issued by
the Parent Bank in the exercise of its activities of management and co-ordination.
Verification of the requirements of independence pursuant to Article 147 quater of the
Consolidated Finance Act has been performed. In accordance with the corporate by-laws,
Alfredo Gusmini qualifies as independent on the Management Board, pursuant to the
legislation just mentioned.
FUNCTIONS OF THE MANAGEMENT BOARD
The functions of the Management Board are set out in article 37 of the corporate by-laws,
according to which the Management Board is responsible for managing the Bank in
compliance with the general guidelines and strategic policies approved by the Supervisory
Board and submitted to it by the Management Board itself. To achieve this, it performs all the
operations necessary, useful or in any case advisable to implement the company objects,
whether of an ordinary or extraordinary operating nature. In addition to those powers which
by law may not be delegated, decisions concerning the following are the exclusive
responsibility of the Management Board:
a) setting the general programmes and strategic policies of the Bank and the Group, on the
basis of proposals from the Chief Executive Officer, to be submitted to Supervisory Board
for approval;
b) granting and revoking the powers of the Chief Executive Officer. The selection of the
member of the Management Board to whom powers are granted must be performed on the
basis of a proposal from the Supervisory Board, decided in turn, subject to prior
designation by the Appointments Committee. If this designation has not been made by the
Appointments Committee with the quorum required by the relative regulations, the
proposal submitted by the Supervisory Board to the Management Board shall be decided
with the vote in favour of at least 17 members of the Supervisory Board. Revocation of the
powers is decided by the Management Board with the vote in favour of at least 8 members
of the Management Board (or of all the members minus one, if the Management Board
consists of 7 or 8 members), after consultation with the Supervisory Board;
c) the formulation, on the basis of proposals from the Chief Executive Officer, of the business
and/or financial plans and the budgets of the Bank and the Group to be submitted to the
Supervisory Board for approval pursuant to Art. 2409-terdecies of the Italian Civil Code;
d) the risk management and internal control policies;
e) conferring, modifying or revoking authorisations and powers and assigning specific
functions or authorisations to one or more board members;
f) appointing and removing the General Manager, the Joint General Manager and the
members of general management, defining their functions and responsibilities and also
appointing the senior management of the Group;
g) designating members of the Board of Directors and of the Board of Statutory Auditors of
the companies belonging to the Group, without prejudice to the provisions of article 36,
paragraph 2, letter e) of the corporate by-laws;
h) acquiring and selling equity interests;
i) opening and closing down branches and representative offices;
l) determining the organisational, administrative and accounting structure of the Bank and,
without prejudice to the exclusive powers of the Supervisory Board pursuant to article 49
of the corporate by-laws, setting up committees or commissions with advisory,
investigative, control or co-ordinating functions;
m) determining the criteria for the co-ordination and management of Group member
companies and also the criteria for implementing instructions issued by the Bank of Italy;
n) subject to the mandatory opinion of the Supervisory Board, appointing and removing the
financial reporting officer, pursuant to article 154-bis of legislative Decree No. 58 of 24th
February 1998, and determining the relative remuneration. In addition to the requirements
of integrity prescribed by the current regulations in force for persons performing
administrative and management functions, the financial reporting officer must also
772
possess requirements of professionalism with specific administrative and accounting
expertise in the banking, finance, property or insurance fields. This expertise, to be verified
by the Management Board, must have been acquired through experience in positions of
appropriate levels of responsibility for a reasonable period of time and in comparable
companies.
o) appointing or removing the internal control officer and those officers whose appointment is
the sole responsibility by law and regulations in force of the Management Board;
p) preparing separate financial statements and consolidated financial statements for
approval;
q) exercising powers to increase the share capital granted pursuant to Art. 2443 of the Italian
Civil Code and also to issue convertible bonds pursuant to Art. 2420-ter of the Italian Civil
Code, subject to authorisation by the Supervisory Board;
r) obligations of the Management Board pursuant to articles 2446 and 2447 of the Italian
Civil Code;
s) formulation of merger or demerger plans;
t) proposing transactions of significant strategic, economic, financial and capital importance
to the Supervisory Board for authorisation;
u) definition of criteria to identify related party transactions for which responsibility will lie
with the board itself.
Pursuant to Article 38 of the corporate by-laws, the Management Board reports to the
Supervisory Board on operations in general and on the most important transactions in terms
of size and nature performed by the Bank and its subsidiaries and it reports in any event on
transactions in which the members of the Management Board have a personal or third party
interest. The reporting is performed at meetings of the Supervisory Board and in any case, at
least quarterly; it may also be performed in writing.
CHAIRMAN
The duties of the Chairman of the Management Board are listed in article 39 of the corporate
by-laws. More specifically the Chairman of the Management Board, who acts as the Bank's
legally authorised representative and authorised signatory, performs the tasks that are
typically carried out by the Chairman of a company’s management body, which he performs by
liaising with the other by-law regulated bodies where appropriate.
MANAGEMENT OR SUPERVISORY POSITIONS HELD BY MEMBERS OF THE MANAGEMENT BOARD
Summary table No. 2 attached to this report lists the number of other management and
supervisory positions held by members of the Management Board in other companies listed on
regulated markets (including foreign markets) and in financial, banking, insurance or large
companies, while attachment B provides details of those positions. Article 30 of the corporate
by-laws states that the members of the Management Board may be directors or general
managers of rival companies; the authorisation of the Supervisory Board is however required
when the company concerned is outside the Group or is not partly owned by the Bank.
MEETINGS
The Management Board meets at least once a month and also at any time the Chairman
considers it appropriate or when a request is made by five members. Meetings take place
alternating between the city of Bergamo and the city of Brescia and once a year in the city of
Milan. The Management Board met 31 times in 2008 and the average length of meetings was
5,30 hours. In order to facilitate attendance at board meetings, article 34 of the corporate bylaws allows remote attendance through the use of appropriate audio/videoconference and/or
teleconference connections.
Resolutions of the Management Board are passed by open vote, with the vote in favour of the
majority of the members present.
In compliance with Borsa Italiana regulations, in January UBI Banca announced its calendar
of corporate events for 2008 to the market (and published it on its website), with the dates of
board meetings for the approval of operating and financial results.
Twenty five meetings have been scheduled for 2009, seven of which have already been held.
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Article 43 of the corporate by-laws states that, in compliance with the law and the corporate
by-laws, the Management Board delegates those powers for which it does not hold exclusive
responsibility to a Chief Executive Officer. The selection of the executive board member on
whom powers are to be granted must be performed on the basis of a proposal from the
Supervisory Board, decided in turn, subject to prior designation by the Appointments
Committee.
In a meeting held on 27th November 2008, the Management Board, in compliance with the
corporate by-laws, conferred the following powers on the Chief Executive Officer:
- to supervise the management of the Bank and of the Group;
- to supervise the strategic co-ordination and the operational control of the Bank and the
Group;
- to supervise the implementation of the organisational and business structure decided by the
Management Board and approved by the Supervisory Board;
- to determine working directives for the General Management;
- to oversee the integration of the new Group, consulting and involving the Deputy Chairman
and the Management Board;
- to submit management policies, the business and strategic plan and the budget to the
Management Board and to supervise their implementation through the General
Management;
- to propose budgetary policy and policies on the optimisation of the use and enhancement of
human resources and to submit financial statements and periodic financial reports to the
Management Board for approval;
- to propose appointments to the senior operational and executive management of the Group
to the Management Board, in agreement with the Chairman and Deputy Chairman of the
Management Board and after consultation with the General Manager;
- to promote integrated risk management.
The Chief Executive Officer reports quarterly to the Management Board and to the Supervisory
Board on operating performance and foreseeable developments and on the most important
transactions performed by the company and its subsidiaries. He also reports monthly to the
Management Board and at least every 60 days to the Supervisory Board on the main
accounting results of the Bank, its main subsidiaries and the Group.
Board Member Appointed to Supervise the System of Internal Control
On 15th June 2007 the Management Board appointed Alfredo Gusmini as the Internal Control
Officer responsible for supervising the functions of the internal control system, conferring
powers on him and assigning functions to him in compliance with article 43-bis of the
corporate by-laws.
Board of Arbitrators
The Board of Arbitrators consists of a Chairman, two full members and two alternate
members, elected by a shareholders' meeting from amongst the registered shareholders of the
Bank or others.
The Board of Arbitrators is composed as follows:
Donati Giampiero
Chairman
Caffi Mario
Full member
Lega Giovanni
Full member
Rota Attilio
Alternate member
Usuelli Emilio
Alternate member
The arbitrators remain in office for three years and may be re-elected. The current board of
arbitrators will conclude its mandate on the date of the shareholders' meeting called to
approve the financial statements for 2008.
Arbitrators provide their services free of charge, except for the reimbursement of expenses.
774
If a full arbitrator vacates his position during his three year period of office he is replaced by
the most senior alternate member by age. If the chairman of the arbitrators vacates his
position, the chairmanship is taken by the most senior full arbitrator by age for the remainder
of the three year period.
Appeal may be made to the Board of Arbitrators to settle any disputes that may arise between
the Bank and/or registered shareholders over the interpretation or application of the corporate
by-laws and over any other resolutions or decision taken by the governing bodies of the Bank
concerning its business. It decides as a friendly arbiter by absolute majority vote. Without
prejudice to the legislation and regulations currently in force, application to the Board of
Arbitrators is not compulsory. Its decisions are not binding on the parties and do not
constitute a hindrance to taking disputes before the courts or any other any authority with
jurisdiction for settlement. The Board of Arbitrators regulates its own proceedings as it deems
appropriate without being bound by procedural formalities. The Management Board and the
General Manager or an employee designated by him are required to provide the arbitrators
with all the information that they may request concerning dispute to be settled.
General Management
According to the by-laws, the Management Board appoints a General Manager and a Joint
General Manager and it may also appoint one or more Deputy General Managers, on the basis
of the organisation chart drawn up by the Management Board itself, which determines their
powers and functions.
In a meeting held on 27th November 2008, after dr. Victor Massiah took up his position as Chief
Executive Officer and consequently resigned from his position as General Manager, in
compliance with the corporate by-laws, the Management Board appointed rag. Riccardo Sora as
General Manager with effect from 1st December 2008, conferring the following powers and
responsibilities on him:
chief operating officer;
chief of personnel;
he generally (unless otherwise indicated by the management bodies
responsible) supervises the implementation of decisions taken by the
Management Board and the Chief Executive Officer;
he manages everyday business in compliance with the policies set by the
governing bodies;
he attends Management Board meetings with a consultative vote;
he co-ordinates the operations of the bank and the Group.
Rag. Sora was also appointed interim chief of the Administration and Depository banking Macro
Area.
The Management Board appointed Graziano Caldiani, who is also the Chief of the Human
Resources and Organisation Macro Area, as Joint General Manager and appointed a further
six Deputy General Managers on whom the following responsibilities within the Bank have
been conferred:
Iorio Francesco
Chief of the Commercial Macro Area
Leidi Rossella
Chief of the Strategy and Control Macro Area
Medda Ettore
Chief of the Legal and Corporate Affairs Macro Area
and the Finance and International Macro Area
Rigamonti Pierangelo
Operational Chairman of UBI Sistemi e Servizi
Sonnino Elvio
Managing Director of UBI Sistemi e Servizi
Manager charged with preparing financial reports (Financial Reporting
Officer)
In a meeting held on 17th April 2007, the Management Board appointed, with the favourable
opinion of the Supervisory Board, dr.ssa Elisabetta Stegher – the current Chief of the Bank's
775
Administration and Tax Area – as the Financial Reporting Officer pursuant to Article 154-bis
of the Consolidated Finance Act.
The following responsibilities have been conferred on that senior manager:
- to certify that market disclosures together with the related financial reports, including
interim reports, are reliably based on the records contained in corporate documents and
accounting records;
- to put adequate administrative and accounting procedures in place for the preparation of
financial reports and other financial disclosures;
- to certify – jointly with the Chief Executive Officer, by means of a specific report, attached
to the separate financial statements, to the consolidated financial statements and to halfyear reports – the appropriateness and effective application in the relative period of the
procedures just mentioned and that the disclosures correspond to the records contained in
the corporate accounting documents and records and provide a true and fair view of the
capital, operating and financial position of the Bank and the Group.
The system of internal control
The system of internal control is a set of rules, procedures and organisational units designed
to enable the business of the Bank to be performed in a healthy and proper manner consistent
with its objectives by means of an appropriate process of identifying, measuring, managing
and monitoring the principal risks. As such it constitutes an essential part of the corporate
governance system of UBI Banca and the companies of the Group.
UBI Banca has adopted an internal control system which, in compliance with the principles of
the corporate governance code, with instructions issued by the Bank of Italy and with the bylaws of the Bank, assigns functions and responsibilities to the various officers who, in
constant consultation with each other and supported also by regular information flows,
contribute to the efficiency and effectiveness of the system of control itself.
The process of assessing the internal control system and verifying its adequacy and effective
functioning form part of the responsibilities of the corporate bodies which fulfil strategic
supervision management and control functions. In order to accomplish this, the Supervisory
Board makes use of the Internal Control Committee which it forms directly itself (the
composition, powers and functioning of the Internal Control Committee have already been
examined in this report in the section specifically on that committee). The Management Board
has appointed an executive member from amongst its members with responsibility for
supervising the functioning of the internal control system.
The senior management have approved a document containing the "Principles for the
organisation of the internal control system of the UBI Group", designed to favour the most
appropriate organisation of the internal control system of the Bank and the Group. These
principles are designed for application on a permanent basis to all Group member companies
and constitute a
point of reference for the definition and implementation of all the
components of the system of internal control.
The main contents of the principles can be summarised as follows:
- a systemic vision of governance and control designed to achieve high levels of effectiveness
and efficiency avoiding overlap and/or gaps in control mechanisms and risk management;
- consistency in the organisation processes of the Bank and the Group which, based on the
Group’s mission, identifies values, defines objectives and pinpoints risks which hinder their
achievement and implements appropriate responses;
- compliance with legislation and regulations, even before they become compulsory, as a
distinguishing feature and key factor of success for enhancing customer relations and,
lastly, creating value for all stakeholders.
The senior management of the Bank has also formulated specific risk management policies
that apply to the Group operations.
The responsibilities for internal controls of various roles in the Bank are identified within the
context of those policies, as follows:
776
• line controls (first level), the responsibility of the managers of organisational or process
units;
• controls on risks (second level), the responsibility of specialist functions (Risk
Management, Risk Capital & Policies, Compliance, Operational Control and CFO), whose
objectives are to assist in the definition of risk measurement methods, to verify
compliance with limits assigned to different operating functions and to verify that the
operations of single production areas are consistent with the risk-yield objectives set for
them;
• internal audit (third level), performed by the Parent bank and Group Audit Area.
The first two types of control (first and second level), not only satisfy the requirements for
reporting to supervisory body, but are also closely related on a practical level to the daily
exercise of their responsibilities in relation to internal controls by the management body and
the general management.
More specifically, those responsible for second level controls are required to continuously
identify, prevent and measure risk situations by adopting appropriate valuation models and to
assist in the formulation of risk assumption and management policies with regard, amongst
other things, to the maximum limits on exposure to them. Adequate reporting is made to the
Supervisory Board, the Management Board and the General Management on current and
future exposure to risk which also includes a special tableau de bord useful, amongst other
things, for monitoring and assessing the system of internal controls.
With regard to compliance controls, UBI Banca created a special function named “Compliance
Staff”, which is on the staff of the General Manager and reports directly to him, in order to
implement supervisory instructions issued by Bank of Italy in July 2007, which implemented
standards set by the Basel Committee on this matter.
In implementation of directives proposed by the Management Board and issued by the
Supervisory Board by means of a special “compliance policy", the compliance staff diffuses
these and supervises implementation of them.
The regulatory functions of the Compliance Staff also include management of the risk of non
compliance with regulations, whether these are of a generic external nature (laws, supervisory
regulations – the Bank of Italy, Consob – Italian securities market authority – etc.) or a self
regulatory nature (codes of conduct, internal regulations, etc.). The objectives are as follows:
• to guarantee compliance with regulations by corporate processes and therefore
appropriate conduct by all staff;
• to guarantee that customers and investors interests are safeguarded;
• to co-operate in the policy to establish relations of trust with all stakeholders;
• to manage compliance processes across the Bank and the Group on a centralised basis,
by introducing functional reporting to benefit from the co-operation of specialist
functions (legal, organisational, risk management, IT, human resources, etc.) available at
the Parent Bank and in different Group member companies and also from the cooperation of local liaison and compliance officers where present in the network banks
and other Group member companies.
In compliance with joint Bank of Italy - Consob Regulations issued on 29th October 2007, this
function is also responsible for compliance controls with regard to the adequacy and
effectiveness of the procedures adopted for providing investment services.
The purpose of the internal audit function (third level) is to make an independent assessment
of the organisation and functioning of the system of internal control or parts of it in support of
senior management in its responsibilities. The mission of the Parent bank and Group Audit
Area, to which the Internal Audit Area belongs, can be summarised very briefly as to
systematically monitor the adequacy of risk controls at group level, to assess the functioning
of the Group internal control system and to help to improve it (in terms of effectiveness and
efficiency).
The internal audit function reports to the Supervisory Board through the Internal Control
Committee.
The head of the internal audit function also fulfils the role of internal control officer,
responsible for verifying that the internal control system is adequate, fully operative and
functioning at all times. He also reports on his work to the Supervisory Board through the
Internal Control Committee and to the Management Board through the executive member
responsible for supervising the functioning of the internal control system. More specifically, he
reports on the procedures by which risk management is performed and on compliance with
777
plans formulated to limit risk and expresses an opinion on the appropriateness of the internal
control system to ensure compliance with risk policies set by senior management.
In relation to the internal control system of the Bank and the Group, a general description of
which has just been given, to the reports of the units of the Bank responsible for risk controls
and to the independent opinion expressed by the internal audit function on the internal control
system and with account taken of the intense activity in progress to complete the process of
Group integration and of the recent changes in the regulatory context, an opinion of substantial
adequacy is expressed on the organisation and the functioning of the internal control system.
Organisation, Management and Control Model pursuant to
Legislative Decree No. 231/2001 and the relative Supervisory
Body
UBI Banca has put in place its own organisational, management and control model pursuant
to Legislative Decree No. 231/01, with a resolution of the Management Board passed on 6th
November 2007 and of the Supervisory Board on 19th December 2007. UBI Banca's “231”
Model is set out in the "Document describing the organisational, management and control
model pursuant to Legislative Decree No. 231/01" and is composed of:
• a general part outlining the legislative framework, the components of the Bank's
governance model and the organisational structure, the composition and characteristics
of the Supervisory Body, the disciplinary system, the training and communication plan
and the criteria for updating and modifying the model;
• a special part, which associates each type of offence (relating to the administrative
liability of entities) with one or more "sensitive activities" that may be present in
corporate operations and prescribes specific "control standards/protocols" which must
be observed in the management of those operations.
In that same meeting of 6th November 2007, the Management Board of UBI Banca also decided
to implement initiatives required to ensure standard compliance with Legislative Decree No.
231/2001 at Group level. Consequently, a specific Group project was commenced in 2008
consisting of two modules.
The first module of the project is designed to update and add to the “document describing the
model” of the Parent Bank and its subsidiaries, in relation to:
• changes to regulations that have occurred since the date of the adoption of the previous
version of the “model”;
• corporate and internal organisational changes as a result of the merger between the two
former Groups, BPU and BL.
Completion of this module is scheduled for before the end to the first quarter of 2009.
The second module of the project, which will commence on completion of the update of the
models, involves action designed to implement “control standards” in the organisational,
regulatory and operational systems of each individual company. In this respect some
preparatory work for the second module has already been commenced as part of the
“processes programme”, such as for example on the governance framework for corporate
processes and controls, the development of standard documentation for a “pilot process” and
modification to the target instrument for mapping processes.
Furthermore, study commenced within the Group during the current year on decisions made
concerning the Supervisory Body pursuant to Legislative Decree No. 231/01, dictated by a
series of factors including the continuous increase in the number of types of “presumed
offence” with liability of the entities; the dictates of sector guidelines; the considerable
organisational complexity and size of the UBI Group; the debate on the role of the compliance
function and its level within the internal control system of the UBI Group.
778
These reflections led the Management Board and the Supervisory Board to take decisions on
the improved organisation of the 231 Supervisory Body of the Parent Bank and its
subsidiaries. More specifically, on 25th November 2008 the Management Board implemented
recommendations of the Supervisory Board, by passing resolutions to:
•
appoint a new Supervisory Body for UBI Banca pursuant to Legislative Decree No.
231/2001 composed, as from 1st January 2009, of two members of the Management
Board, the acting chief of the Legal Affairs Area, the acting chief of the Compliance
Function and an external professional and the dissolution on the same date of the
Supervisory Body existing until 31st December 2008 (appointed by resolutions of the
Management Board of 13th July 2007 and 31st July 2007);
• make recommendations to subsidiaries concerning the composition of their supervisory
bodies as follows:
o network banks and “major” companies: collegial body with three members, consisting
of a member of the board of directors, a professional expert in the field and the
compliance officer/contact;
o Group member companies with less organisational complexity: a single member
body, leaving individual companies free to appoint a member of the board of directors
or a compliance officer/contact, where one exists.
Finally, in compliance with the requirements under UBI Banca’s 231 model concerning
relations with corporate bodies whereby the Supervisory Body is required to report on an equal
basis to the Supervisory Board and to the Management Board, the Supervisory Body made
reports to the corporate bodies on its activities with particular reference to its duties regarding
the implementation of the model.
Related party transactions
The Bank pays particular attention when performing transactions with related parties to
ensure they are carried out properly both in form and substance.
More specifically, the Management Board is obliged to specifically approve those transactions
with related parties that are atypical, unusual or capable of having a significant effect on the
assets of the Bank.
The Bank has put special procedures in place for monitoring, reporting and taking decisions
on related party transactions.
In addition to transactions already reserved by law or by the corporate by-laws exclusively to
the authority of the Management Board, transactions to be performed with “related parties”
must also be subject to prior authorisation by the board itself, including intragroup
transactions, of significant operating, capital and financial importance, such as for example:
•
•
•
•
•
•
the purchase and sale of properties;
the purchase and sale of equity investments (even if they do not give rise to changes in
the banking Group), companies or lines of business;
partnerships or joint venture agreements;
transactions of a financial or commercial nature, with an economic value of greater than
10 million euro, provided that they are not normal transactions, i.e. part of the normal
business of the Bank concluded under normal market terms and contractual conditions
practised with customers;
multi-year general agreements for the provision of intragroup services;
the grant to Companies in the banking Group of:
(i) credit lines that are not destined to support the subsidiary’s normal business;
subordinated loans and other subordinated assets, that are eligible for inclusion in
the subsidiary’s supervisory capital, if the amount exceeds 25% of the tier 1 capital
of each company;
(ii) loans and guarantees, directly or indirectly connected with acquisitions of control in
other companies or interventions on share capital (payments for future increases in
779
share capital, replenishment of losses, etc.), unless the credit granted is
instrumental to transactions already authorised by the competent bodies of UBI
Banca;
• the grant to related parties that are not members of the banking Group of credit lines for
an amount exceeding 2,5% of the supervisory capital;
• transactions with related parties that are classified as "impaired”, "non-performing",
"being restructured" or "restructured".
Transactions with "related parties" other than those just mentioned performed by authorised
bodies or organisational units and not forming part of normal business performed under
standard conditions, must be subject to periodic reports to the Management Board, when they
involve a significant amount.
At the same time, transactions with representatives of the bank, with representatives of Group
member companies and with companies controlled by them – all of whom may qualify as
related parties – are conducted under normal market conditions and the provisions of Article
136 of Legislative Decree 385/1993 (Consolidated Banking Act) are carefully complied with.
Treatment of confidential information
The Management Board has approved the guidelines for procedures for managing privileged
information to be disclosed to the public and for managing the register of persons with access
to privileged information. A procedure has been developed for that purpose, to draw up
security measures to be adopted designed to guarantee maximum confidentiality of
information and to define the procedures for handling and disclosing privileged information.
More specifically, these procedures govern how privileged information that relates directly to
the Bank or its subsidiaries is disclosed to the public and at the same time it issues
instructions to subsidiaries for them to promptly provide the Bank with the information
required to fulfil disclosure obligations required by law.
In compliance with article 115-bis of the Consolidated Finance Act, the Bank has set up a
register of persons who, on a permanent or occasional basis, have access to privileged
information directly concerning the issuer.
This register is managed in the name of and on behalf of the Group member companies that
have delegated the responsibility for keeping and maintaining their register to the Parent
Bank.
Internal Dealing
In implementation of laws in force, UBI Banca has drawn up specific Internal Dealing
Regulations designed to modify internal regulations and procedures to comply with legislation
and regulations governing disclosure obligations concerning transactions involving financial
instruments issued by the issuer or other related financial instruments performed by
significant persons and/or by persons closely connected with the latter, in order to ensure the
necessary transparency and uniformity with regard to the market.
These regulations not only identify "significant persons", establishing their obligations in terms
of conduct and reporting, and the "officer responsible" for receiving, managing and disclosing
information, but they also forbid the performance of the transactions mentioned in the 20
days prior to meetings of the Management Board convened to approve financial statements,
half year reports and the quarterly reports.
In accordance with the regulations adopted by UBI Banca, the following are significant
persons:
1) members of the Supervisory Board of Unione di Banche Italiane;
2) members of the Management Board of Unione di Banche Italiane;
3) persons who perform management functions and senior managers who have regular access
to privileged information and hold the power to make operational decisions that may affect
780
performance and future prospects: the General Manager, the Joint General Manager, the
Deputy General Managers and the Senior Manager responsible for the preparation of the
financial reports of Unione di Banche Italiane.
These regulations have been published on the Bank's website in the corporate governance
section; furthermore, in compliance with specific Consob recommendations, a special section
has been created, in which all reports of transactions notified by significant persons are
published, after they have been disclosed to markets and to the Consob through the Borsa
Italiana network information service.
Relations with Shareholders, Institutional Investors and the
Financial Community
UBI Banca plays particular attention to the continuous management of relations with
shareholders, institutional investors and members of the national and international financial
community and it guarantees systematic disclosure of reliable, exhaustive and timely
information on the Group's activities, results and strategies.
A Registered Shareholders Service and an investor relations staff have been established for
this purpose.
The registered shareholders’ service is responsible for all relations with the Bank’s registered
shareholders and it processes applications for admission as registered shareholders,
maintains the shareholders’ register up-to-date and proposes and co-ordinates the various
initiatives offered for them.
The Bank has created the Value Project for registered shareholders, a set of banking
concessions and free of charge insurance policies. The banking concessions are reserved to
those registered shareholders who hold a current account and have shares in the Bank
deposited with banks in the Group, while the insurance policies are for registered
shareholders in general.
The Investor Relations Staff is responsible for relations with the financial community
(institutional investors and financial analysts), which may also require bringing specific
functions in the Bank and the Group into play, in accordance with policies set by the senior
management of the Bank.
The investor relations officer guarantees clear, prompt and full reporting, using methods
which include press releases and the use of the Bank’s internet portal. A total of 64 price
sensitive press releases were published in 2008 in accordance with current regulations and
legislation.
Auditing of accounts
As a listed company, by law the auditing of the accounts of UBI Banca must be performed
exclusively by independent auditors responsible for verifying during the financial year that the
accounts have been properly kept and that operating events have been correctly recorded in
the accounting records. They are also responsible for ascertaining that the separate financial
statements and the consolidated financial statements are reliably based on the accounting
records as results from inspections performed and that those accounting records comply with
the regulations governing them. The independent auditors publish a special report in which
they give their opinion on the separate financial statements, on the consolidated financial
statements and on the half year report
The independent auditors currently appointed by UBI Banca are KPMG Spa, whose
assignment will expire on the date of the shareholders' meeting to approve the financial
statements for the year 2011.
The auditors are appointed by a shareholders' meeting on the basis of a detailed proposal
submitted to it by the Supervisory Board.
781
ATTACHMENT A
Positions held by the members of the Supervisory Board of UBI Banca in companies listed in
regulated markets including foreign markets (*), in financial, banking, insurance or large
companies.
NAME
POSITION HELD IN
THE ISSUER
Faissola Corrado
Chairman
Calvi Giuseppe
Folonari Alberto
Mazzoleni Mario
Senior Deputy
Chairman
Deputy Chairman
Deputy Chairman
Albertani Battista
Board Member
Bazoli Giovanni
Board Member
Bellini Luigi
Board Member
Cattaneo Mario
Board Member
Ferro-Luzzi Paolo
Board Member
Fidanza Virginio
Board Member
Fontana Enio
Board Member
Garavaglia Carlo
Board Member
Gussalli Beretta
Pietro
Board Member
POSITIONS HELD IN OTHER LISTED COMPANIES
OR IN BANKING, FINANCIAL, INSURANCE OR
LARGE COMPANIES
Chairman of the Board of Directors:
- BAS Omniservizi Srl
Caliso Spa
Finanziaria di Valle Camonica Spa
Iniziative Bresciane INBRE Spa
Iniziative Urbane Srl
Chairman of the Supervisory Board
- Intesa Sanpaolo Spa (*)
- Mittel Spa (*)
Board Member:
- Alleanza Assicurazione Spa (*)
- Nationale Suisse-Comp. Italiana di Assicurazioni
Spa
- Nationale Suisse Vita-Compagnia Italiana di
Assicurazioni Spa.
Deputy Chairman of the Board of Directors:
- Euromobiliare Asset Management SGR Spa
Board Member:
- Banca Sella Holding Banca Spa
- Bracco Spa
- Luxottica Group Spa (*)
Chairman of the Board of Statutory Auditors:
- Sara Assicurazioni Spa
- SIA -SSB Spa
- Italiana Assicurazioni Spa
- Full Statutory Auditor:
- Michelin Italiana S.A.M.I.Spa
Banknord Gestioni Patrimoniali Finanziarie SIM
Spa
Board Member:
- BNL Fondi Immobiliari SGR Spa
Sole Director:
- Condor Trade Srl
Managing Director:
-Fontana Finanziaria Spa
-Fontana Luigi Spa
-Elba Assicurazioni Spa
Board Member:
- De Longhi Spa (*)
- Aedes Spa (*) Ligure Lombarda per Imprese e
Costruzioni
- AFV Acciaierie Beltrame Spa
Deputy Chairman of the Board of Directors and
Executive Director:
Beretta Holding Spa
782
Lucchini Giuseppe
Board Member
Lucchini Italo
Board Member
Manzoni Federico
Board Member
Moltrasio Andrea
Board Member
Musumeci Toti S.
Board Member
Orlandi Sergio
Board Member
Pedersoli
Alessandro
Board Member
Perolari Giorgio
Board Member
Pivato Sergio
Board Member
Sestini Roberto
Board Member
Executive Director:
Benelli Armi Spa
Board Member:
- Fabbrica d’Armi Pietro Beretta Spa
- Lucchini RS Spa
- Lucchini Spa
Deputy Chairman of the Board of Directors and
Executive Director:
- Sinpar – Soc. di Investimenti e Partecipazioni Spa
Board Member:
- Beretta Holding Spa
Chairman of the Supervisory Board
- Ascometal SA
- Italmobiliare Spa (*)
Board Member:
- Italcementi Spa (*)
- Ciments Français Sa (*)
- BMW Italia Spa
- BMW Financial Services Italia Spa
- Mittel Investimenti Immobiliari Srl
Full Statutory Auditor:
- Banca Sintesi Spa
- Fidelitas Spa Fiduciaria di Sicurezza
- Trieste Trasporti Spa
Board Member:
- RCS Mediagroup Spa (*)
- Aviva Vita Spa
Board Member:
- Aviva Assicurazioni Vita Spa
Supervisory Board Member:
- Euroschor Soc Par Action Sempl
Board Member:
- Montefibre Spa
- Sinterama Spa
Board Member:
- Effe 2005 Finanziaria Feltrinelli Spa
- Assicurazioni Generali Spa (*)
- RCS Mediagroup Spa (*)
Board Member:
- Italmobiliare Spa (*)
- Reno de Medici Spa (*)
- Freni Brembo Spa (*)
- SMA Spa
- Società Italiana Distribuzione Moderna Spa
Full Statutory Auditor:
- Auchan Spa
- Flow Fin Spa
- SIAD Macchine Impianti Spa
- Società Italiana Acetilene e Derivati S.I.A.D. Spa
Board Member:
- Sacbo Spa
- Rivoira Spa
Sole Director:
Sefin Spa
783
ATTACHMENT B
Positions held by the members of the Management Board of UBI Banca Scpa in companies
listed in regulated markets including foreign markets (*), in financial, banking, insurance
or large companies
NAME
Zanetti Emilio
Pizzini Flavio
Massiah Victor
Auletta Armenise
Giampiero
Bertolotto Piero
Boselli Mario
Camadini
Giuseppe
POSITIONS HELD IN OTHER LISTED COMPANIES
OR IN BANKING, FINANCIAL, INSURANCE OR
LARGE COMPANIES
Chairman
- Banca Popolare di Bergamo Spa
- Società Editrice S.S. Alessandro Ambrogio Bassiano
Spa
- La Provincia di Como Spa Editoriale
- Società per l’Aeroporto Civile di Bergamo – Orio al
Serio Spa
Board Member:
- Italcementi Fabbriche Riunite Cemento Spa (*)
Deputy Chairman
- UBI Banca International Sa
- UBI Sistemi e Servizi Spa
Board Member:
- Banco di Brescia Spa
- Mittel Spa (*)
- Mittel Generale Investimenti Spa
Chief Excecutive Officer Board Member:
- Banca Regionale Europea Spa
- UBI Banca Private Investment Spa
- Istituto Centrale delle Banche Popolari Italiane Spa
- Lombarda Vita Spa
- UBI Sistemi e Servizi scpa
Board Member
- Mistralfin Spa
Senior Deputy Chairman of the Board of Directors:
- Banca Carime Spa
Board Member:
- Banca Popolare di Bergamo Spa
- Banca Popolare Commercio e Industria Spa
- Banca Popolare di Ancona Spa
- Centrobanca Spa
- Humanitas Spa
Board Member
Board Member:
- UBI Banca International Sa
- B@nca 24-7 Spa
Board Member
- Centrobanca Spa
- Setefi Spa
Board Member:
- Ratti Spa (*)
Board Member
- UBI Fiduciaria Spa
- Istituto Atesino di Sviluppo Spa
-Banca Regionale Europea Spa
- La Scuola Spa
Board Member:
POSITION HELD IN
THE ISSUER
784
Cera Mario
Board Member
Frigeri Giorgio
Board Member
Gusmini Alfredo
Polotti Franco
Board Member
Board Member
- Società Cattolica di Assicurazioni Spa (*)
- Banca di Valle Camonica Spa
- San Giuseppe Spa
Senior Deputy Chairman:
Board Member:
- UBI Pramerica SGR Spa
- Cedacri Spa
- Fiducialis Srl
- UBI Pramerica SGR Spa
- Società Pubblicità & Media Srl
- B@nca 24-7 Spa
- Centrobanca Sviluppo e Impresa SGR Spa
- Finanzattiva Servizi Srl
- UBI Pramerica Alternative Investment SGR Spa
- Centrobanca Spa
Board Member:
- UBI Sistemi e Servizi Spa
- Capitalgest Alternative Investments SGR Spa
- Società Editrice S.S. Alessandro Ambrogio Bassiano
Spa
- Banca Emilveneta Spa
- Interim Interventi Immobiliari e Mobiliari Srl
- Trafilati Martin SpA
- L.M.V. Lavorazione Metalli Vari Spa
- Mar.Bea Srl
Executive Director:
- O.R.I Martin Acciarieria e Ferriera di Brescia Spa
Board Member:
- AOM Rottami Srl
- Immobiliare Broseta Srl
- Broseta Due Srl
785
SUMMARY TABLES
786
TABLE 1: SUPERVISORY BOARD
Appointments
Committee
Supervisory Board
independent
Supervisory
Board
****
Management
Board
****
Number
of other
positions
**
***
****
(appointed by a shareholders’
meeting of 10/5/08)
X
100
5
0
X
since
10.5.08
100
Senior Deputy
Chairman
CALVI GIUSEPPE
X
100
32
0
X
100
Deputy
Chairman
FOLONARI ALBERTO
X
89
0
Deputy
Chairman
MAZZOLENI MARIO
X
100
1
X
92
4
X
83
3
Position
Members
FAISSOLA CORRADO
Chairman
X
X
100
Remuneration
Committee
***
****
x
100
X
Internal Control
Committee
***
****
100
Accounts
Committee
***
****
X
100
X
84
100
100
ALBERTANI BATTISTA
Board Member
Board Member
Board Member
(appointed by a shareholders’
meeting of 10/5/08)
BAZOLI GIOVANNI
BELLINI LUIGI *
X
X
100
100
10 (as a member
of the internal
control
committee)
2
X
23 (as a member
of the internal
control
committee)
9
X
Board Member
CATTANEO MARIO *
X
94
Board Member
FERRO-LUZZI PAOLO
X
83
2
Board Member
FIDANZA VIRGINIO
X
89
1
Board Member
FONTANA ENIO
X
56
2
Board Member
GARAVAGLIA CARLO *
X
89
Board Member
GUSSALLI BERETTA
PIETRO
X
78
16 (as a member
of the internal
control
committee)
4
X
100
X
100
96
3
787
Report on Corporate Governance
CONTINUED TABLE 1: SUPERVISORY BOARD
Appointments
Committee •
Supervisory Board
Supervisory
Board
****
LUCCHINI GIUSEPPE
X
72
Board Member
LUCCHINI ITALO *
X
94
Board Member
MANZONI FEDERICO *
X
100
4
Board Member
MOLTRASIO ANDREA
X
89
1
Board Member
MUSUMECI TOTI S.
X
100
2
Board Member
ORLANDI SERGIO
X
100
3
Board Member
PEDERSOLI
ALESANDRO
X
78
3
Board Member
PEROLARI GIORGIO
X
94
1
Board Member
PIVATO SERGIO *
X
100
Board Member
SESTINI ROBERTO
X
72
X
100
X
50
Members
Board Member
Chairman
Board Member
TROMBI GINO *
(resigned 10/5/08)
ZALESKI ROMAIN
(resigned 10/5/08)
Management
Board
****
Number of
other
positions
**
independent
Position
***
****
5
26 (as a
member of the
internal control
committee)
19 (as a
member of the
internal control
committee)
Remuneration
Committee ♦
***
****
X
80,00
5
Secretary
100
Secretary
100
X
100
X
5
Internal
Control
Committee ◊
***
****
X
100
Accounts
Committee $
***
****
X
89
X
94
100
X
100
6
==
73
X
(Until
10/5/08)
100
==
Quorum required for the presentation of lists by registered shareholders: 500 registered shareholders who have the right to vote or a number of registered shareholders who hold at
least 0,50% of the share capital outstanding 90 days prior to the date set for the shareholders meeting (Art. 45 of the corporate by-laws).
Appointments
Internal control committee:
Accounts Committee:
Number of meetings held during 2008
Supervisory Board:18
Remuneration Committee: 5
Committee: 5
24
18
NOTES
*
Enrolled in the Register of Accounting Auditors
** Number of directorships or appointments as statutory auditor (or equivalent positions) held in other companies listed on regulated markets including foreign markets, in financial,
banking or insurance companies or companies of significant dimensions. The report on corporate governance contains full details of the appointments.
*** An “X” in this column indicates that the member of the Supervisory Board is a member of the committee.
**** This column contains the percentage attendance of board members at the meetings.
788
TABLE 2: MANAGEMENT BOARD
Position
Members
Independent
(pursuant to
Art147 ter of the
consolidated
banking act)
Executive
Percentage of attendance
at meetings of the
Management Board
Number of other positions held
*
5
Chairman
ZANETTI EMILIO
X
100
PIZZINI FLAVIO
X
100
Deputy Chairman
(appointed Deputy Chairman of
the Board on 10/05/2008)
5
MASSIAH VICTOR
Chief Executive
Officer
Board Member
X
(appointed to the Supervisory
Board on 27/11/2008 and Chief
Executive Officer on the
Management Board on
27/11/2008 with effect from
1/12/2008)
100
5
AULETTA ARMENISE
GIAMPIERO
X
100
9
(resigned as Chief Executive Officer
on 1/12/2008)
Board Member
BERTOLOTTO PIERO
X
93
3
Board Member
BOSELLI MARIO
X
100
3
Board Member
CAMADINI GIUSEPPE
X
90
8
Board Member
CERA MARIO
X
97
4
Board Member
FRIGERI GIORGIO
X
97
11
Board Member
GUSMINI ALFREDO
100
0
Board Member
(appointed to the Supervisory
Board on 10/05/2008)
POLOTTI FRANCO
Deputy Chairman
X
X
100
82
FAISSOLA CORRADO
(resigned on 9/05/2008)
9
==
Number of meetings held during 2008:31 meetings
NOTES
** Number of directorships or appointments as statutory auditor (or equivalent positions) held in other companies listed on regulated markets including foreign markets, in financial,
banking or insurance companies or companies of significant dimensions. The report on corporate governance contains full details of the appointments
789
TABLE 3: OTHER REQUIREMENTS OF THE CORPORATE GOVERNANCE CODE
YES
NO
Summary of reasons for any differences from the
recommendations of the code
System of authorisations and transactions with related parties
Has the Management Board conferred powers defining the following:
a) limits
b) method of exercising them
c) and reporting intervals?
Has the Management Board reserved the right to examine and approve
operations of particular operating, capital and financial importance
(including transactions with related parties)?
Has the Management Board defined guidelines and criteria for
identifying “significant” transactions?
Are the guidelines and criteria mentioned above described in the report?
Has the Management Board defined special procedures for examining
and approving transactions with related parties?
Are the procedures for approving transactions with related parties
described in the report?
X
X
X
X
X
X
X
X
The most recent procedures for appointing members of the
supervisory board
Does the deposit of candidatures for the appointment of members of the
supervisory board occur at least ten days in advance?
Were candidatures for the appointment of members of the supervisory
board accompanied by exhaustive information?
Were candidatures for the appointment of members of the supervisory
board accompanied by an indication of whether they qualify as
independent?
X
X
X
790
Shareholders’ meetings
Has the company approved regulations for shareholders’ meetings?
Are the regulations attached to the report (or does it state where they
can be obtained/downloaded)?
X
X
Internal contol
Has the company appointed internal control officers?
X
Are the officers independent from the managers of operating areas in the
X
company hierarchy?
Organisational unit responsible for internal control
Group Audit Area of the Parent Bank – Chief: dr. Francesco Rota Conti
Investor relations
Has the company appointed an investor relations officer?
Organisational unit and contact details (address/telephone/fax/email)
for the investor relations officer.
X
Investor Relations – Chief: Laura Ferraris
Piazza Vittorio Veneto 8, 24122 Bergamo
email: [email protected]
Tel. 035 392217 fax 035 392390
791
REPORT OF
SUPERVISORY BOARD TO
THE SHAREHOLDERS’ MEETING
in compliance with Art.153, paragraph 1
of Legislative Decree No. 58 of 24th February 1998
and Art. 46, paragraph 1, letter i) of the corporate by-laws
Dear Shareholders,
This report to the shareholders has been prepared in accordance with Art. 153 of Legislative
Decree No. 58 of 24th February 1998 (Consolidated Finance Act) and Art. 46 paragraph 1,
letter i) of the corporate by-laws, on the supervisory activities performed by the Supervisory
Board, on omissions and reprehensible actions observed and in relation to matters which this
board considers as falling within its sphere of responsibilities relating to the financial year
ended 31st December 2008.
UBI Banca has adopted a two tier system of management and control, which is considered
better suited to the governance requirements of the Parent Bank, UBI Banca, and at the same
time as providing stronger protection for registered and unregistered shareholders, especially
through the activity of the Supervisory Board, a body appointed directly by the registered
shareholders and representing them.
The distinguishing features of the two tier system lie in the distinction between
strategic supervision and control functions, which are assigned to the Supervisory Board,
which holds some of the powers typical of a shareholders' meeting in a traditional system
(approval of financial statements, appointment of the members of the management body
and determination of the relative remuneration) and also of a board of statutory auditors.
It also fulfils some "senior management" functions, insofar as it is called upon to approve
general guidelines and strategic policies for the Bank and the Group, submitted to it by
the Management Board;
the corporate management functions, assigned to the Management Board, which has
exclusive authority to perform all ordinary and extraordinary operations necessary to the
pursuit of the company objects, in compliance with the general guidelines and strategic
policies approved by the Supervisory Board.
This division of functions identifies distinct aspects of the operational life of the Bank and
assigns them to the corporate bodies just mentioned which, with their respective roles and
responsibilities, determine a corporate governance model that is more consistent with the
structure of the Bank and the Group in the context of a single business plan, characterised by
ongoing dialogue and inter-functional co-operation.
The annual report on corporate governance – attached to the 2008 Annual Report – provides
more detailed information on the two tier system of corporate governance adopted.
***
The Supervisory Board has authorised the Management Board to submit proposals for
amendments to the corporate by-laws which are on the agenda of the shareholders’
meeting.
Those amendments to the corporate by-laws are attributable mainly to the need for the
corporate by-laws to comply with the rules introduced by the “Supervisory provisions on the
organisation and corporate governance of Banks” of 4th March 2008. In this context the
amendments mainly concern the following matters:
i)
procedures for the appointment, removal and substitution of members of the Supervisory
Board, with provisions for greater representation of candidates from minority lists;
ii) powers granted to shareholders’ meetings to determine the total remuneration of members
of the Supervisory Board, including therefore those with particular appointments, powers
or functions;
iii) powers granted to shareholders’ meetings to approve remuneration policies for members of
the Management Board and remuneration and/or incentive schemes based on financial
instruments;
iv) the criteria for distributing remuneration among the members of the Supervisory Board;
v) more precise identification and distinction of the duties and responsibilities of the
Management Board and of the Supervisory Board, regarding in particular:
-
powers conferred on the Chairman of the Management Board and the Chairman of
the Supervisory Board;
powers attributable to bodies delegated by the Management Board;
793
Report of the Supervisory Board
- strategic operations reserved to the Supervisory Board;
vi) participation in Management Board meetings by members of the internal control
committee;
vii) the elimination of transition regulations, because they are now obsolete.
Finally amendments of a formal nature are proposed or in any case designed to introduce a
more precise definition to the by-laws.
***
As concerns the strategic supervisory function assigned to the Supervisory Board, the first
full year of operations of the UBI Banca Group took place in a particularly complex operating
context, both because of the integration process in progress and because of the deterioration
of the macroeconomic background. This was initially limited to financial markets, the
instruments traded on them and operators in the sector, but then extended to affect the real
economy and domestic and international production.
The Group reacted to the difficulties triggered by the macroeconomic scenario by putting
forward the completion of the main integration processes defined in the Integration Business
Plan approved by this board in June 2007.
In consideration of the continued climate of uncertainty, which makes it difficult to identify a
scenario that is sufficiently stable and clear to serve as the basis for the construction of a
multi-year plan, the update of the Business Plan will not be completed before the second half
of the year.
As concerns the control function and issues concerning risk policies and the related
organisational aspects in particular, the Supervisory Board verified that the Group possessed
advanced and fully effective systems for the management of risk.
The Supervisory Board approved a proposal submitted by the Management Board to adopt
internal risk measurement systems for determining capital requirements with particular
reference to the approval of the choice of system considered appropriate and of the relative
project for the formulation and implementation of that system, including the relative
implementation time schedules and planned investments.
With regard to Basel 2 and in compliance with the “new prudential supervisory provisions for
banks” (Bank of Italy Circular No. 263/2006), the UBI Group has put a process in place to
calculate its total capital adequacy requirement – for the present and the future – to meet all
significant risks to which the Group is or might be exposed on the basis of its operations ( the
ICAAP process).
In consideration of its mission and the operations of the UBI Group and also the market
context in which it operates, the risks to be subjected to measurement in the ICAAP
assessment process were identified and divided into first pillar and second pillar risks as
required by the relative regulations.
More specifically, with regard to the second pillar, in October 2008 the Supervisory Board
approved a simplified ICAAP report submitted to it by the Management Board in compliance
with prudential supervisory regulations.
The UBI Group then filed its first ICAAP report with the Bank of Italy for the situation as at
30th June 2008. The report was prepared in simplified form in accordance with regulations,
with an assessment of internal capital for first pillar risks and of interest rate and
concentration risks for second pillar risks.
A full ICAAP report is to be filed with the supervisory authority in April 2009, which will
include first pillar risks, second pillar risks specified by regulations and risks identified
independently by the Group.
The Group plans to gradually evolve towards a technically more complex class 1 ICAAP
process, which will come into operation in the first half of 2010, once authorisations have been
obtained for the use of internal models. The objective of submitting an application to the Bank
of Italy before the end of 2009 for authorisation to use those internal models to estimate the
capital requirement needed to cover the Bank’s risks has in fact been confirmed.
794
Finally, with regard to the third pillar, the relative process for producing reports for public
disclosures has been defined. The new regulations introduce obligations to publish
information on capital adequacy, exposure to risks and the general characteristics of the
systems designed to identify, measure and manage them.
In 2008 the Internal Control Committee concentrated mainly on the following activities:
the most important issues concerning the Bank's internal control system and the legislative
framework, as follows:
- corporate governance mechanisms with regard, amongst other things, to the provisions
contained in the corporate governance code for listed companies, in the supervisory
instructions issued by the Bank of Italy and in Legislative Decree No. 231/2001;
- relations with the boards of statutory auditors and with the supervisory bodies pursuant
to Legislative Decree No. 231/2001 of subsidiaries and the respective areas of
intervention;
- the policy-setting and co-ordination activities of the Parent Bank;
- risk management and capital requirement calculation processes pursuant to Basel 2;
- the configuration and co-ordination of second level (risk management and compliance)
and third level (internal audit) control activities;
- the structure, staff and operational tools of the Group internal auditing function and its
interaction with other business units;
- modifications of corporate procedures to comply with the MiFID legislation and new antimoney laundering developments;
periodic and specific reporting on the outcomes of analyses performed by the internal
auditing function;
relations with the Supervisory Authorities, with specific regard to requests for self-analysis
concerning specific transactions and inspections carried out at subsidiary companies.
In 2008 the Accounts Committee concentrated its activities mainly on examinations of the
separate and consolidated financial statements of the Parent Bank, the half year financial
report and the quarterly reports to the end of March and September. In this context it
conducted detailed study on accounting matters connected with the unification, already
completed, of the accounting IT systems used by the banks in the Group
With regard to the Basel 2 project, the accounts committee supported the Supervisory Board
in the various implementation stages mainly on technical aspects affecting accounting,
administrative and financial reporting matters connected mainly, but not exclusively, with
quantification issues related to the three pillars.
Information on the activities performed by the Appointments Committee and the
Remuneration Committee is contained in the report on corporate governance which may be
consulted.
***
As concerns the remuneration of the members of the Supervisory Board, in March 2009
the board itself decided, with the agreement of all its members, to reduce its total fixed
remuneration by 20% for its last year of office in order to demonstrate its awareness of the
economic and financial crisis that had hit the country and to signal its concern to those who
had been hit either directly or indirectly by that crisis.
***
In compliance with Consob Communication No. 1025564 of 6th April 2001 and subsequent
amendments to it, specific information is given below on the supervisory activities performed
by the Supervisory Board in 2008 in the order of presentation recommended in that Consob
communication.
795
1.
The board has attended all the meetings of the Management Board. In this respect the
Chairman and the Senior Deputy Chairman of the Supervisory Board decided to
separately authorise every member of the Internal Control Committee to attend
meetings of the Management Board, in order to comply immediately with the Bank of
Italy instructions concerning the organisation and governance of banks, even before
the related amendments to corporate by-laws are made.
The Supervisory Board supervised compliance with the law, the corporate by-laws
and proper management practices and acquired information on the activities of the
Bank and its subsidiaries and also on major capital, financial and operating
transactions.
Transactions of major economic, financial and capital importance carried out by the
Bank during the year were performed in compliance with the law and the corporate
by-laws in full compliance with the interests of the Bank. Furthermore on the basis of
the information obtained from the Management Board in accordance with Art. 150 of
the Consolidated Finance Act, those transactions were not manifestly imprudent,
risky, in-conflict-of-interest, or in contrast with resolutions passed by shareholders’
meetings or in any case such as to compromise the assets of the Bank.
In implementation of the 2007-2010 Integration Business Plan approved in June
2007 by the Supervisory Board and as expressly authorised by the corporate by-laws,
further changes to the organisational and corporate structure of the Group were
completed in 2008. The most significant of these performed during the year were as
follows:
- completion of the IT migrations onto the Group target system;
- full introduction of the target organisational model, which is standard
throughout the Group, by decentralising some Parent Bank operations,
transferred to network banks, and centralising other network bank operations,
transferred to the Parent Bank.
- completion of the process of integrating and streamlining the product companies
which involved companies operating in consumer finance, wealth management,
financial advisory services, leasing, insurance and trust management.
merger of UBI Sim into UBI Banca Private Investment;
a partial spin-off to B@nca 24-7 Spa of the typical “product company”
operations of SILF, which now operates as a distribution network only for
B@nca 24-7 products;
contribution to UBI Pramerica SGR of the asset management operations of
Capitalgest SGR and of the interest held by the Parent Bank in Capitalgest
Alternative Investments SGR and the sale to Prudential of approximately 12%
of UBI Pramerica to restore the composition of the shareholdings to 35% held
by Prudential and 65% by UBI Banca; the merger of funds to streamline the
product range of funds;
the merger of BPU Esaleasing into SBS Leasing and the change of the name
of the latter to UBI Leasing;
activities for the management of corporate and retail derivatives business for
the whole Group centralised in Centrobanca and a market making desk set
up for internal management of financial risk;
the merger of Plurifid Spa into Solofid Società Lombarda Fiduciaria Spa,
which led to the creation of UBI Fiduciaria Spa;
enhancement and streamlining of the Group’s presence in the insurance
sector by the sale of 50%+1 share of UBI Assicurazioni Vita to the Aviva
Group and the consequent entrance of the British Group into the
management of the company, renamed Aviva Assicurazioni Vita Spa on 1st
January 2009; the merger of UBI Partecipazioni Assicurative into UBI
Assicurazioni; the purchase by UBI Banca of the interest held in UBI
Assicurazioni Vita by UBI Assicurazioni and the sale to Tua Assicurazioni in
the Cattolica Assicurazioni Group of operations consisting of approximately
50 multi-company agents;
- the streamlining of service activities performed on 1st July 2008 with the
transformation of UBI Sistemi e Servizi into a consortium company, following the
796
acquisition of stakes in the share capital by the principal service users (network
banks and other Group member companies).
On 13th June 2008, Bank of Italy inspections of the UBI Group, performed pursuant
to articles 54 and 68 of Legislative Decree No. 385/1993 and notified on 15th
February 2008, were concluded.
On 29th August 2008, the supervisory authority delivered a communication to the
Supervisory Board and to the Management Board containing the findings. The
outcome of the inspections was generally positive and attention was placed in a letter
of reply sent to the Bank of Italy on the careful examination conducted by company
bodies on the points outlined in the inspection report, giving details of the lines of
action already undertaken.
On 13th March 2008 the Consob (Italian securities market authority) commenced an
inspection of IW Bank pursuant to Art. 10, paragraph 1 of Legislative Decree No.
58/1998, to ascertain compliance with regulations concerning interconnection
systems, the detection of suspect transactions with regard to market abuse and the
provision of loan accessory services to customers. At the date of this report the
outcome of the inspection concluded on 3rd December is not yet known.
In July UBI Assicurazioni sent a reply to ISVAP (the insurance authority) in relation to
the inspection performed into the company in the second half of 2007, illustrating the
specific and dedicated programme to improve the management of damages claims
which was commenced at the beginning of 2008.
With regard to important events occurring after the end of the financial year 2008, the
most significant transactions performed were as follows:
- the UBI Banca Group accepted, with the shares it held (1,89% UBI Banca and
0,59% Banca Popolare di Ancona), the voluntary public tender offer to purchase
the total of the ordinary shares of Meliorbanca S.p.A. made by Banca Popolare
dell’Emilia Romagna Soc. Coop. at a price of 3,20 euro each;
- on 4th March 2009, as part of an agreement signed by UBI Banca, Centrobanca
and Medinvest International, UBI Banca purchased a further 32,4% stake in the
share capital of IW Bank held by the current management of that bank. The
agreement also involved the purchase by Medinvest International of a stake in the
share capital of IW Bank, which will in turn acquire a majority interest that may
rise to 100% in the share capital of Twice SIM (a company which specialises in
brokerage services and activities in capital markets and corporate finance for small
to medium size enterprises), 59,3% controlled by Medinvest International. On 20th
March 2009, the latter purchased an initial tranche from Centrobanca of 4,75% of
the share capital of IW Bank, agreeing to purchase a second tranche of up to
5,70% of the share capital of IW Bank subject to the actual purchase by IW Bank
of an interest in Twice SIM of more than 50,1% of the share capital after the
possible exercise of outstanding warrants. If the operation is fully implemented,
the investment held by the UBI Group in IW Bank will be 74,7%;
- on 16th March 2009 the acquisition of operations belonging to Intesa Sanpaolo
was concluded consisting of 13 branches in the province of La Spezia, with Banco
di San Giorgio designated as the acquirer of the branches.
On 27th January 2009, the Bank of Italy commenced ordinary inspections, pursuant
to Art. 10 of Legislative Decree No. 58/1998, into the asset management company
UBI Pramerica. On the following 20th February 2009, in accordance with the laws in
force, that same supervisory body ordered inspections into UBI Banca as the
depository bank for the funds of UBI Pramerica SGR.
2./3.
No atypical and/or unusual transactions occurred during the year including
intragroup transactions and those with related parties, (where related parties are
defined by the standard IAS 24 “Related party disclosures” to which reference is also
made by Art. 2 of the Issuers Regulations issued by the Consob with Resolution No.
11971/1999 and subsequent amendments and additions). As concerns intragroup
and related party transactions of an ordinary nature, these have been accurately
reported in the information provided by the Management Board in Part H of the notes
to the consolidated financial statements. All the transactions in question were
797
performed as part of the bank’s institutional activities, in observance of correct
principles both in substance and form under conditions analogous to those applied
for transactions with independent parties and in accordance with the organisational
structure adopted with strategic and management activities centralised at BPU Banca
Scpa and technical and operational activities centralised at UBI Sistemi e Servizi
Scpa. Again with regard to transactions of an ordinary nature with related parties the
Supervisory Board declares that these transactions were always conducted under
market conditions or, in the absence of suitable reference parameters, on the basis of
the costs incurred and in any case always compliant with and in the interests of the
Bank. The report on corporate governance also illustrates the main contents of the
monitoring, reporting and decision-making regulations adopted by the Bank for the
performance of related party transactions by the Bank.
Furthermore, transactions with representatives of the Bank, with representatives of
Group member companies and with companies controlled by them, who all qualify as
related parties, are all conducted under market conditions and the provisions of
article 136 of the Consolidated Banking Act are closely complied with. The
Supervisory Board has also monitored the adequacy of the system for ensuring
compliance with Art.136 of the Consolidated Banking Act.
4.
As concerns relations with the firm of independent auditors, on 5th May 2007 a
shareholders’ meeting of UBI Banca Scpa approved the extension until the end of the
financial year ending 31st December 2011 of the expiry of the auditing appointment
granted in accordance with articles 155 et seq. of Legislative Decree No. 58/1998
(Consolidated Finance Act) to the auditors KPMG Spa by a shareholders meeting of
BPU Banca Scpa on 10th May 2003 for the financial years 2003-2005, already
extended by a shareholders’ meeting of 22nd April 2006 for the financial years 20062008. The independent firm of auditors KPMG Spa, with whom the Supervisory Board
has had constant meetings, including those through committees of the board, issued
its reports on 26th March 2009 from which no critical observations or remarks
emerged.
5./6.
The Supervisory Board received no notifications from registered shareholders
pursuant to article 2408 of the Italian Civil Code during 2008.
7./8.
In addition to the fee for its appointment to perform the audit of the accounts for work
performed during the year amounting to 1.279 thousand euro, the Parent Bank, in
compliance with the law and Art. 160 of the Consolidated Finance Act paid further
fees relating to 2008 (exclusive of out-of-pocket expenses, supervisory contributions
and VAT) to the independent auditors KPMG Spa and to companies belonging to its
network as follows:
- Certification services
1.250 thousand euro;
- Tax consultancy services
34 thousand euro;
- MiFID project
- Basel 2 project: support for office project activities
and gap analysis
- Support for compliance with Law No. 262/2005
435 thousand euro;
- Assistance with the development of a
portfolio model for credit risk
375 thousand euro;
- Online customer procurement and E-finance
9 thousand euro.
In addition to the fees listed above, the company KPMG Spa and companies belonging
to its network were also assigned the following appointments with regard to
appointments made by other companies in the UBI Group (again exclusive of out-ofpocket expenses, supervisory contributions and VAT):
- Auditing of accounts
- Certification services
380 thousand euro;
- Tax consultancy services
16 thousand euro;
- Assistance with supervisory reporting and Basel 2
290 thousand euro;
798
-
Mifid project: support for office project activities
Support with financial analysis of bonds
and structured derivatives
Anti-money laundering consulting services
Support with compliance activities
Other services
228 thousand euro;
95
51
35
36
thousand
thousand
thousand
thousand
euro;
euro;
euro;
euro.
Details of these fees are also given in an attachment to the financial reports as
required by Art. 149-duodecies of the Issuers’ Regulations.
Furthermore, subsequent to the approval of the provisional separate company and
consolidated financial statements by the Management Board, the independent
auditors made additions to the times and fees for auditing activity as a consequence
of new legislation and also of the greater time needed to audit the accounts for 2008,
totalling 180 thousand euro in relation to the Parent Bank and 285 thousand euro for
the other Group member companies.
9.
With regard to the existence of opinions given in accordance with the law during the
year and in compliance with the Consolidated Banking Act, the Supervisory Board
issued the required favourable opinion when decisions were taken by the
Management Board pursuant to Art.136 paragraph 1 of the Consolidated Banking
Act.
Following the resignations of Gino Trombi as Chairman of the Supervisory Board and
ing. Romain Zaleski as a member of the Supervisory Board, a shareholders’ meeting of
10th May 2008 appointed avv. Corrado Faissola as Chairman of the Supervisory
Board and Battista Albertani as a member of the Supervisory Board.
As a consequence of his candidature to the position just mentioned, avv. Corrado
Faissola resigned as a member and Deputy Chairman of the Management Board and
from other positions held within the Group and it was therefore necessary to fill the
vacant position on the Management Board and appoint a new Deputy Chairman.
On the basis of a proposal from the Appointments Committee, the Supervisory Board
therefore appointed Franco Polotti as a member of the Management Board and Flavio
Pizzini as Deputy Chairman of the Management Board to replace avv. Faissola.
Following the resignation of the Chief Executive Officer, dott. Giampiero Auletta
Armenise from his position and the relative executive powers assigned to him by the
Management Board for personal and family reasons,in November the Supervisory
Board decided to increase the number of members of the Management Board to 11
and appointed dott. Victor Massiah to that board as proposed by the Appointments
Committee. The Supervisory Board then proposed dott. Massiah for the position of
Chief Executive Officer of UBI Banca, again on the basis of a recommendation made
by the Appointments Committee. Finally the Supervisory Board made a proposal for
the remuneration of the Chief Executive Officer and of the General Manager of UBI
Banca on the basis of indications made by the Remuneration Committee. Dott.
Auletta Armenise maintains his position as a member of the Management Board of
the Parent Bank along with the other positions he holds in Group member companies.
10.
The Supervisory Board met 18 times in 2008.
While observing the principle of collegial responsibility in performance of its duties,
the Supervisory Board - in relation to its responsibilities, its composition and the
characteristics of its members - decided to establish, in compliance, amongst other
things with the recommendations contained in the corporate governance code,
specific internal committees with the functions of submitting proposals and advice
and performing controls: an appointments committee, a remuneration committee, a
committee for internal control and an accounts committee. These committees have
been established to allow the Supervisory Board to make its decisions on a more
informed basis and they are composed - as recommended by the corporate
governance code - of more than three members.
In 2008 the Appointments Committee met five times, the Remuneration Committee
met five times, the Committee for Internal Control met 24 times and the Accounts
Committee met 18 times. The Supervisory Board has been constantly informed of the
799
activities of those committees. In order to provide constant information on the main
business operations, one or more members of the Internal Control Committee attends
the meetings of the Management Board on a rotating basis and reports back to the
other members of the committee in its next meeting.
The Management Board met 31 times in 2008.
11./12. The Supervisory Board acquired information on and, to the extent of its
responsibilities, supervised the adequacy of the organisational structure of the Bank
and compliance with the law and proper principles of management. This was
performed by making direct observations, by acquiring information from the Financial
Reporting Officer and by holding meetings with the those functions in the Bank
involved in the system of internal controls and with the independent auditors, during
the course of regular exchanges of information. As concerns the MiFID (Market in
Financial Instruments Directive) directive on transparency in financial markets, the
objective of the first phase of the compliance process was to achieve compliance
before the date on which the regulations came into force (1st November 2007),
focusing on areas with an impact on customers to whom the regulations were made
available. The compliance process continued in 2008 with the following objectives:
- the definition of rules, processes and instruments in respect of matters not
related to customer management, together with compliance with regulations
which came into force in 2008;
- the development of business by extending the provision of investment advisory
services to customers;
- managing developments in Consob guidelines (termed third level measures
published during the year) and relations with the Consob;
- increased staff training by preparing and implementing a specific plan.
Project activities are also currently in progress aimed on the one hand at putting an
evolved advisory service in place, which offers investment proposals based on a
“portfolio model” designed to fit customer risk profiles and the holding periods they
require and on the other hand at creating a specific “product catalogue” on which
customer investment proposals can be focused.
Finally, again with regard to the MiFID directive and more specifically to the joint
Bank of Italy - Consob Regulations, this board has periodically verified the adequacy
of processes relating to the provision of investment services and of the relative
organisational structure and the assignment of duties and responsibilities.
13./14. The Supervisory Board assessed and supervised the adequacy of the system of
internal control and the administration and accounting system also ensuring that the
latter was reliable in recording operating events faithfully. This was performed by
holding specific meetings with the functions in the Bank involved in the internal
control system and with the independent auditors, by acquiring adequate reports
from other corporate bodies of the bank and from the heads of the respective
functions, by examining corporate documents and by analysing the results of the
work performed by those persons.
The system of internal controls and the organisational structure of the Bank were
found to be basically appropriate to the scale and nature of its business. The
dynamics of these were developed constantly in order to continuously refine them and
also to comply with changes in the legislation.
The Parent Bank has equipped itself with an Organisational, Management and
Control Model pursuant to Legislative Decree 231/01.
The corporate governance report contains further information on this.
We report that the Chief Executive Officer and the Financial Reporting Officer have
issued a declaration pursuant to Art.154-bis of the Consolidated Finance Act
concerning the information contained in the separate and consolidated financial
statements for 2008.
800
15.
The Supervisory Board supervised, both directly and through the corporate functions
involved in the system of internal controls and the independent auditors, to ensure
that the conduct of subsidiaries was consistent with the objectives set by the Parent
Bank. No matters were considered worthy of mention concerning the adequacy of
instructions given by the Parent Bank to its subsidiaries pursuant to Art. 114,
paragraph 2 of the Consolidated Finance Act nor on the timely reporting performed by
subsidiaries to the Parent Bank in order to comply with disclosure obligations
required by law.
16.
No significant issues emerged from the periodical exchanges of information that
occurred through the accounts committee and internal control committee with the
independent auditors KPMG Spa, pursuant to article 150 of Legislative Decree No.
58/1998.
17.
UBI Banca Scpa complies with the corporate governance code for listed companies of
Borsa Italiana of March 2006 and it has therefore prepared a Report on the Corporate
Governance and Ownership Structure of UBI Banca Scpa which is attached to the
Annual Report.
The corporate governance report furnishes shareholders and the market with an
analysis of the system of corporate governance adopted by UBI Banca Scpa. It gives
details of the procedures by which the code itself has been complied with by the Bank
and also provides an account of those principles with which the Bank has complied in
full and those that it has chosen not to observe, even only partly, on the basis of the
principle of either “comply or explain”.
The corporate governance report has been prepared in particular to comply with Art.
89 bis of the Issuers Regulations. It also contains information on corporate
governance and ownership structure required by Art. 123 bis of the Consolidated
Finance Act.
18.
No omissions, reprehensible actions or irregularities requiring mention to
shareholders emerged from the supervisory activities performed by the Supervisory
Board.
19.
To conclude, the Supervisory Board expresses a unanimous opinion in favour of the
proposal for the allocation and distribution of profit formulated by the Management
Board.
***
Dear shareholders, the criteria followed in the management of the Bank to achieve its
mutual objects, as established by Art. 2545 of the Italian Civil Code, are clearly evident and
observable in the activities of the Bank and of the Group as a whole.
In accordance with its model as a ‘popular’ bank, UBI Banca not only orients its operating
policies towards the production of value in general, but also towards achieving the mutual
objects intrinsic in its institutional model, both through initiatives directed to grant
concessions directly to its registered shareholders and through numerous actions to support
the local economies of the areas in which the bank operates traditionally.
The particular attention paid to registered shareholders as customers also takes the form of
the provisions of services and special concessions, which include the “Value Project”: a set of
banking and insurance concessions, free of charge, destined exclusively to the registered
shareholders of the Bank. The banking concessions are reserved to those who hold a current
account and have shares in the Bank deposited with banks in the Group, while the insurance
policies are for registered shareholders in general. The report on operations in the separate
annual report provides further details of this project.
801
Attention to local needs in a context of subsidiarity and mutuality is also borne out by the
various initiatives to provide social, cultural, scientific, welfare and environmental support
performed directly by the Group’s network banks, which are flanked by initiatives by the
Parent Bank and by the Foundations created by the Group.
All the initiatives undertaken in this respect by the Group are known to the entire Supervisory
Board, which approves of them.
***
Finally the Supervisory Board informs the shareholders’ meeting that it approved the
separate and consolidated financial statements in a meeting held on 10th April 2009 and it
also verified that they complied with the law. The separate and consolidated financial
statements for 2008 prepared and submitted by the Management Board were unanimously
approved after first having heard reports from the Chairman of the Management Board and
Chief Executive Officer and the declaration by the Financial Reporting Officer.
During that same meeting the internal control committee reported on its activities performed
during the year designed to assess the system of internal control and on the inspections it had
performed to ensure that it was adequate.
The Supervisory Board also received a report from the Accounts Committee on its activities
during the year which involved the examination of the main accounting matters and an
analysis of specific issues of an administrative and accounting nature brought to its attention
from time to time.
***
It should be mentioned that with a view to maintaining, strengthening and improving the
capital of the Group through the implementation of careful, medium term, capital
management initiatives, the Management Board and the Supervisory Board of UBI Banca
have decided to submit a proposal to a shareholders’ meeting of two initial measures (the issue
of warrants free of charge to shareholders and the issue of convertible bonds). These are
designed to increase the loyalty of the shareholder base and to guarantee the continued capital
strength and liquidity of the Group which it currently enjoys and which are considered
important if the Group is to continue to remain close to the local communities and economies
it serves, especially in light of the need to support businesses in the current difficult market
situation.
***
To conclude the Supervisory Board expresses a unanimous opinion in favour of the proposal
for the allocation and distribution of profit formulated by the Management Board, with the
relative distribution of a cash dividend of 45 euro cents per share.
Brescia, 10th April 2009
The Supervisory Board
802
REPORTS ON THE OTHER ITEMS ON
THE AGENDA OF THE
SHAREHOLDERS’ MEETING
803
Report on the items on the agenda
of the Shareholders’ Meeting
Authorisation of the Management Board
concerning own shares
Dear Shareholders,
In compliance with articles 2357 and 2357 bis of the Italian Civil Code, with Legislative Decree
No. 58 of 24th February 1998 and Consob (Italian securities market authority) Resolution No.
11971 of 14th May 1999 and subsequent amendments and additions, the shareholders’
meeting held on 10th May 2008 authorised the Board of Directors to purchase and sell the
Bank’s own shares, with a nominal value of 2,50 euro, within the limits of the existing reserve,
amounting to 64.203.000 euro.
In this respect we propose renewing that authorisation, under the same conditions already
existing and therefore to purchase and sell the Bank’s own shares, with a nominal value of
2,50 euro, within the limits of the existing reserve, amounting to 64.203.000 euro.
In relation to that amount in the reserves, it must be considered that on the basis of IAS 32
“Financial instruments: disclosure and presentation”, own shares that are repurchased must
be deducted, in the accounts, from the share capital (in this respect Bank of Italy circular No.
262/2005 transfers the own shares held in portfolio to asset item 190 in the balance sheet as
a reduction in shareholders’ equity).
Sales of own shares are performed at a price not less than the official price quoted, which is to
say the closing price of the market session prior to each individual sales transaction with the
understanding that the amount from the sale of the shares held returns, up to the carrying
amount, to the funds held in the “reserve for the purchase of own shares”.
The amount corresponding to the difference between the carrying amount and that following
the sale of the shares is recognised directly in shareholders’ equity within item 170 "Share
premiums".
Article 144 bis of the issuers regulations introduced by the Consob Resolution No.
15232/2005, and issued to implement the first paragraph of Art. 132 of the Consolidated
Finance Act as amended by Law No. 62/2005 (the Market Abuse Directive) specifies four ways
of purchasing own shares.
Purchases of own shares may be performed by a public tender offer to purchase or swap, on
the market according to the procedures established in stock exchange regulations, by the
purchase and sale of derivative financial instruments or by granting an option to sell to
registered shareholders in proportion to the shares they hold.
In this respect the shareholders are asked to authorise the Management Board, and the
Chairman and Deputy Chairman, jointly and severally, on its behalf, to purchase own shares
according to the procedures specified in paragraph 1, letter b) of Art. 144 bis of the Issuers
Regulations, and that is to purchase on regulated markets following operational procedures
which guarantee equal treatment of shareholders and do not allow direct proposals to
purchase to be linked to predetermined proposals to sell.
The reasons for requesting this authorisation lie in the ability to act, in compliance with
current rules and regulations in force, mainly for the purposes of stabilising trading in
conditions of excess volatility or of scarce liquidity.
These purchases may be effected within the limits of the existing reserve of 64.203.000 euro
until the shareholders’ meeting convened to make decisions, in accordance with Art. 2364-bis,
No. 4, of the Italian Civil Code on the use of profits for the year ended 31st December 2009
(after first approving the Annual Report for the year, in the sole hypothesis that the annual
804
report has not already been approved by the Supervisory Board) at a price not higher than the
official price or the closing price in the market session prior to each individual transaction and
are charged to the “reserve for the purchase of own shares”, with the further limit that the
shares held as a result of the trades made do no exceed a maximum number equal to 1% of
the share capital.
It is also proposed to authorise the Management Board, and the Chairman and Deputy
Chairman, jointly and severally, on its behalf, in relation to the opportunities and the specific
market conditions, to use its own shares that it holds in portfolio for the exercise of option
rights, however they are denominated, again as long as the price of the option right is not
lower than the carrying amount.
All the above must comply with the rules and regulations issued by the Consob.
Finally as at 31st December 2008, the Bank held none of its own shares.
Dear Shareholders,
in relation to the above, the Management Board therefore proposes that the ordinary
shareholders’ meeting approves the following resolution:
“The shareholders’ meeting of Unione di Banche Italiane Scpa,
- having considered the proposal of the Board of Directors;
- having taken account of the provisions of the law, of the corporate by-laws and of the
regulations issued by the national commission for companies and the stock exchange (Consob –
Italian securities market authority);
RESOLVES
a) to authorise the Management Board and the Chairman and Deputy Chairman, jointly
and severally, on its behalf, to proceed with one or more transactions until the
shareholders’ meeting convened to make decisions in accordance with Art. 2364-bis, No.
4, of the Italian Civil Code on the use of profits for the year ended 31st December 2009
(after first approving the Annual Report for the year, in the sole hypothesis that the
annual report has not already been approved by the Supervisory Board) to purchase, by
means of the procedures specified in paragraph 1, letter b), of Art. 144 bis of the Issuers
Regulations, and that is to purchase on regulated markets following operational
procedures which guarantee equal treatment of shareholders and do not allow direct
proposals to purchase to be linked to predetermined proposals to sell, the Bank’s own
shares with a nominal value of 2,50 euro at a price not higher than the official price
quoted in the session prior to each transaction by drawing on the ‘reserve for the
purchase of own shares’ amounting to 64.203.000,00 euro, with the further limit that the
shares possessed must not exceed 1% of the outstanding share capital as a result of the
trading performed;
b) to also authorise the Management Board and the Chairman and Deputy Chairman,
jointly and severally, on its behalf, to proceed with one or more transactions, according to
the aforesaid procedures and within the aforesaid time limits, to the sale of all or part of
the own shares that the Bank may hold at a price not less than the official price or the
closing price in the session prior to each individual sales transaction, by means of normal
stock market trading, with the understanding that the amount from the sale of the shares
held returns, up until the carrying amount, to the funds held in the “reserve for the
purchase of own shares”;
c)
to also authorise the Management Board to use the Bank’s own shares for the exercise of
option rights, however they are denominated, as long as the price of the option right is
not lower than the carrying amount;
d) to grant the Management Board and on its behalf the Chairman and the Deputy
Chairman, jointly and severally, all the necessary powers required to implement the
resolution in compliance with the relative regulations of the authorities concerned.”
805
Bergamo, 7th April 2009
806
Appointment of the Board of Arbitration
Dear Shareholders,
The shareholders’ meeting is called upon to elect the members of the Board of Arbitrators for
the three year period 2009-2011.
In compliance with Art. 51 of the corporate by-laws, the Board of Arbitrators is composed of a
Chairman, two full members and two alternate members elected by a shareholders meeting
from among registered shareholders of the Bank or others.
The prior Board of Arbitrators was composed as follows:
Board
Avv.
Avv.
Avv.
Avv.
Avv.
of Arbitrators
DONATI
CAFFI
LEGA
USUELLI
ROTA
Giampiero
Mario
Giovanni
Emilio
Attilio
Chairman
Full arbitrator
Full arbitrator
Alternate arbitrator
The members of the Board of Arbitrators may be re-elected.
The following appointments are proposed:
Board
Avv.
Avv.
Avv.
Avv.
Avv.
of Arbitrators
DONATI
CAFFI
ONOFRI
ROTA
TIRALE
Giampiero
Mario
Giuseppe
Attilio
Pierluigi
Chairman
Full arbitrator
Full arbitrator
Bergamo, 7th April 2009
807
GLOSSARY
ABS (Asset Backed Securities)
Financial instruments issued against securitisations (cf. definition) on which the yield and redemption
are guaranteed by the assets of the originator (cf. definition), which are earmarked exclusively to satisfy
the rights incorporated in the financial instruments themselves. Technically debt securities are issued by
a special purpose entity (SPE - cf. definition). The portfolio underlying the securitisation may consist of
mortgage loans, other loans, bonds, commercial paper, loans resulting from credit cards or even other
assets. Depending on the type of underlying asset, ABSs may be classified as follows:
- credit loan obligation CLO (the portfolio consists of bank loans);
- collateralised bond obligation, CBO (the portfolio consists of bonds);
- collateralised debt obligation, CDO (the portfolio consists of bonds, debt instruments and securities in
general);
- residential mortgage backed security RMBS (the portfolio consists of mortgage loans on residential
properties).
- commercial mortgage backed security, CMBS (the portfolio consists of mortgage loans on commercial
properties).
Acquisition finance
Finance for company acquisition operations
ALM (Asset & Liability Management)
Integrated management of assets and liabilities designed to allocate resources in such a way as to
optimise the risk to yield ratio.
Alternative Investment
A ranges of forms of investment which includes, amongst other things, private equity investments (cf.
definition) and investments in hedge funds (cf. definition).
Asset Management
Management of financial investments belonging to others.
ATM (Automated Teller Machine)
Automatic device used by customers to perform operations such as withdrawing cash, paying in cash or
cheques, requesting information on their accounts, paying utility bills, recharging telephones, etc..
Customers operate the machine by inserting a card and typing in a personal identification number.
Audit
A process for the control of corporate activities and accounts performed by both internal units (internal
audit – cf. definition) and external companies (external audit).
Backtesting
Retrospective analyses designed to test the reliability of measurements of risk attached to the positions of
asset portfolios.
Banc assurance
Term used to refer to the sale of traditional insurance products through a bank’s branch network.
Banking book
This usually identifies that part of a securities portfolio, or in any case financial instruments in general,
destined to “ownership” activities.
Basis point
One hundredth of a percentage point (0,01%).
Basis swap
Contract which involves an exchange between two counterparties of payments linked to variable interest
rates based on different indices.
Basel 2
New international agreement on capital which identifies the guidelines for calculating the minimum
capital requirements for banks1.
1 The first version of the agreement, known as Basel 1, dates back to 1988 and was signed in that Swiss city where
the Bank for International Settlements (BIS) has its headquarters, an organisation which has been promoting
monetary and financial co-operation on a worldwide scale since 1930 (it is known in Italy as Banca per i regolamenti
Internazionali - BRI). The Basel Committee operates within it, formed by the governors of the central banks of the
ten most industrialised countries (G10) at the end of 1974, and it is this that has formulated the agreements or
“accords”. The following are currently represented on it: Belgium, Canada, France, Germany, Holland, Italy, Japan,
Luxembourg, Spain, Sweden, Switzerland, United Kingdom, United States.
809
Glossary
The new prudential regulations are based on “three pillars”:
first Pillar (Pillar 1): while it maintains the objective of a level of capitalisation equal to 8% of risk
weighted exposures, a new system of rules has been defined for measuring risks typical of banking
and financial activities (credit, counterparty, market and operational risks), which introduces
alternative methods of calculation characterised by different levels of complexity, with the possibility
of using internally developed rating systems, subject to prior authorisation from the Supervisory
Authority.
second pillar (Pillar 2): this requires banks to equip themselves with processes and instruments to
calculate their total internal capital adequacy requirement (Internal Capital Adequacy Assessment
Process - ICAAP) to meet each type of risk, which may even be different from those covered by the
total capital requirement (first pillar). The Supervisory Authority is responsible for reviewing the
ICAAP process, for formulating an overall opinion and, where necessary, for activating appropriate
corrective action;
third pillar (Pillar 3): this introduces the obligation to publish information on capital adequacy,
exposure to risks and the general characteristics of systems designed to identify, measure and
manage these risks.
Benchmark
A standard for the measurement of financial investments: it may consist of well known market indices or
of others that are more suited to the risk-yield profile.
Best practice
Conduct that is comparable with the most significant and/or best level achieved in a given field or
profession.
Business risk
The risk of adverse and unexpected changes in profits and margins with respect to forecasts, connected
with volatility in volumes of business due to competitive pressures and market conditions.
CAGR – Compound Annual Growth Rate
The annual growth rate applied to an investment or other assets for a period of several years. The
formula for calculating CAGR is [(present value/base value)^(1/number of years)-1].
Capital allocation
Process by which decisions are made on how to distribute investments among different types of financial
asset (e.g. bonds, equities and liquidity). Capital allocation decisions are determined by the need to
optimise the risk/return ratio in relation to the time horizon and the expectations of the investor.
Capitalisation (insurance) certificates
Capitalisation contracts fall within the field of application of the legislation on direct life insurance
contained in Legislative Decree No. 174 of 17th March 1995. As defined in Art. 40 of that legislative
decree, these are contracts with which insurance companies agree to pay capital equal to the premium
paid, revalued periodically on the basis of the return on separate internal management of financial assets
or, if higher, a minimum guaranteed return, as the consideration for the payment of single or periodical
premiums. They cannot have a life of less than five years and the policyholder has the right to cash-in
the policy from the beginning of the second year onwards. In accordance with Art. 31 of the cited
Legislative Decree No. 174, financial assets used to hedge technical reserves are reserved exclusively to
comply with obligations connected with capitalisation contracts (separate management). Consequently, if
the insurance company is placed in liquidation (Art. 67), the beneficiaries of those policies have title as
creditors with special privileges.
Capitalisation policies
See the item “Capitalisation (insurance) certificates”.
Captive
Term generally used to refer to distribution networks or companies that operate exclusively with
customers belonging to the company or group in question.
Commercial paper
The Basel Committee has no supranational authority: the member countries may decide to comply with the accords
but they are not bound to accept the decisions of the committee. The compulsory nature of Basel 2 for EU countries
is in fact the result of a European Parliament directive which adopted it in September 2005.
The first Basel accord, signed by the central authorities of more than 100 countries established the obligation for
the banks participating in it to set aside a share of their capital amounting to 8% of the loans disbursed
independently of an assessment of the reliability of the companies that had requested them, using rating
procedures.
810
Glossary
Short term securities issued to collect funds from third party purchasers as an alternative to other forms
of debt.
Conduit
See the item SPE
Consumer finance
Loans granted to private individuals for the consumption of goods and services.
Core tier 1 ratio
The ratio between the tier 1 capital (cf. definition) net of innovative capital instruments and the total risk
weighted assets (cf. definition).
Corporate governance
Corporate governance defines the assignment of rights and responsibilities to the participants in the life
of a company in relation to the distribution of duties, responsibility and decision making powers by
means of the composition and functioning of internal and external corporate bodies. One fundamental
objective of corporate governance is to create maximum value for shareholders, which, in the medium to
long term, is also advantageous for other stakeholders, such as customers, suppliers, employees,
creditors, consumers and the community.
Cost income ratio
A performance indicator defined as the ratio of operating costs to gross income.
Covered bonds
Special bank bonds which, in addition to the guarantee given by the issuing bank, also offer as security a
portfolio of mortgage or other high credit quality loans transferred for that purpose to a “special purpose
entity”2.
Banks which intend to issue covered bonds must have assets of not less than 500 million euro and a
total capital ratio at consolidated level of not less than 9%. The share of the assets potentially useable as
security that are transferred may not exceed the following limits, calculated on the basis of the level of
capitalisation:
- 25% in cases of a capital ratio ≥ 9% and > 10% with tier 1 ratio ≥ 6%;
- 60% in cases of a capital ratio ≥10% and > 11% with tier 1 ratio ≥ 6,5%;
- no limit in cases of a capital ratio ≥11% with tier 1 ratio ≥ 7%.
Credit crunch
Significant fall (or sudden tightening of conditions) in the supply of credit to businesses at the end of a
prolonged expansionary period, capable of worsening the successive recessionary period.
Credit Default Swap
Contract by which one party transfers, for a payment of a periodical premium to the other, a credit risk
attached to a loan or a security when a determined event occurs linked to the deterioration in the
solvency of the debtor.
Credit risk
The risk of incurring losses resulting from the default of a counterparty with whom a position of credit
exposure exists.
Concentration risk
Risk resulting from exposures in the banking portfolio to counterparties, groups of counterparties in the
same economic sector or counterparties which carry on the same business or belong to the same
geographical area. Concentration risk can be divided into two types:
- single name concentration risk;
- sector concentration risk.
Default
A declared condition of being unable to honour debts and/or payment of the relative interest.
Duration
2 Covered bonds issued by banks are regulated in Italy by Law No. 130 of 30th April 1999 (Art. 7-bis). The way in
which they work is for a bank to transfer high quality credit assets (mortgage loans and loans to public
administrations) to a special purpose entity and for a bank, even a different bank from the transferor, to issue
bonds guaranteed by the special purpose entity with the collateral of the assets acquired which constitute separate
capital. The details for the application of the regulations are contained in Ministerial Regulation No.310 of 14th
December 2006 and in the supervisory instructions of the Bank of Italy of 15th May 2007.
811
Glossary
When applied to a bond or bond portfolio, it is an indicator usually calculated as the average weighted
maturities of the interest and capital payments associated with the instrument.
EAD (Exposure At Default)
Estimate of the future value of a position at the time of default (cf. definition) of the relative debtor.
Equity risk
The risk of losses incurred in the equity investments portfolio. This portfolio contains all the equity
investments held by Group member companies in companies outside the Group, which is to say in
companies that are not included in the consolidation where the percentage interest held in the share
capital is less than an absolute majority of the capital.
Euribor (Euro interbank offered rate)
Interbank interest rate at which major banks exchange deposits in euro with varying maturities. It is
calculated each day as the simple average of the rates quoted at 11.00 a.m. on a sample of banks with a
high credit rating selected periodically by the European Banking Federation. Various floating rate loan
contracts are linked to the Euribor rate (e.g. home mortgages).
Factoring
Contract for the sale, either without recourse (with the credit risk attaching to the purchaser) or with
recourse (the credit risk remains with the seller), of trade accounts receivable to banks or specialist
companies, for management and cash receipt purposes, to which a loan to the seller may be associated.
Fair value
The amount of consideration for which an asset can be exchanged, or a liability settled under free market
conditions, between knowledgeable and willing parties. This is often the same as the market price. On
the basis of IAS (cf. definition) banks apply fair value, when measuring the value of financial instruments
(assets and liabilities) held for trading, available for sale and derivatives and they may also use it to
measure the value of equity investments and property, plant and equipment and intangible assets (with
different impacts on the income statement for the different assets considered).
Floor
Derivatives contract on interest rates, traded outside regulated markets, with which a lower limit is set
on the reduction of the lending rate.
FRA (Forward Rate Agreement)
Contract whereby the parties agree to receive (pay) at the end of the contract, the difference between the
amount calculated by applying a set interest rate and the amount obtained on the basis of the level of a
reference rate chosen beforehand by the parties.
Funding
Acquisition in various forms of the funds required for the activities of a company or for particular
financial operations.
Future
Standardised forward contracts with which the parties agree to exchange securities or goods at a set
price on a future date. These contracts are usually traded on organised markets where the execution of
the contract is guaranteed. As opposed to options (cf. definition), which grant the right but not the
obligation to buy, futures contracts oblige the two parties to sell or buy.
Geographical disaster recovery
A set of technical and organisational procedures set in motion when a catastrophe occurs which causes
the complete data processing platform to shut down. The objective is to reactivate EDP functions that are
vital to the company at a secondary (recovery) site. A disaster recovery system is defined as
“geographical” when it is located at least 50 km from the original system. The primary objective is to
mitigate risk arising from disaster events with a potential impact on an entire metropolitan area (i.e.
earthquakes, floods, military intervention, etc.) as prescribed by international safety standards.
Goodwill
This is the amount paid for the acquisition of an interest in a company which is the difference between
the cost and the corresponding proportion of the shareholders’ equity, for that part that is not attributed
to the assets of the company acquired.
Hedge fund
A mutual investment fund which has the possibility (denied to traditional fund managers) of using
sophisticated investment instruments or strategies, such as short selling, derivatives (options or futures,
even up to more than 100% of the assets), hedging (hedging the portfolio against market volatility by
812
Glossary
short selling and the use of derivatives) and financial leverage (borrowing to then invest the money
borrowed).
IBAN (International Bank Account Number)
International standard used to identify bank accounts. The use of the IBAN code – composed of 27
characters – has been compulsory since 1st July 2008, not just for foreign payments but also for those
made in Italy.
IAS/IFRS
International accounting standards (IAS) set by the International Accounting Standards Board (IASB), a
private sector international body set up in April 2001, to which the accounting professions of major
countries belong, while the European Union, the IOSC (International Organisation of Securities
Commissions) and the Basel Committee participate as observers. This body has taken over from the
International Accounting Standards Committee (IASC), formed in 1973 to promote the harmonisation of
rules for preparing company accounts. When the IASC was transformed into the IASB, one decision
taken was to term the new accounting standards “International Financial Reporting Standards” (IFRS).
An effort is currently being made at international level to harmonise IAS/IFRS with US Gaap (cf.
definition).
Identity access management
A technical and organisational method used to manage and monitor the entire life cycle of granting,
managing and revoking access privileges to ICT resources and therefore to company information by each
user.
Impaired loans
Loans at their face value to persons in situations of objective difficulty where, however, it is felt the
difficulties can be overcome in an appropriate period of time.
Impairment
According to IAS (cf. definition), this is the loss of value in an asset in the accounts, recognised when the
carrying value is greater than the recoverable value, which is to say the amount that could be obtained
from selling it or using it in business. Impairment tests must be performed on all assets except for those
recognised at fair value for which any losses (or gains) in value are implicit.
Index linked
A life policy, the performance of which is linked to that of a reference parameter which could be a share
index, a basket of securities or another indicator.
Interest rate risk
Current or future risk of a change in net interest income and in the economic value of the Bank following
unexpected changes in interest rates which have an impact on the banking portfolio.
Internal audit
Function to which internal audit activity (cf. definition) is attributed institutionally.
Investment banking
Investment banking is a highly specialist financial sector which assists companies and governments to
issue securities and more generally to obtain funds on capital markets.
Investment grade
High quality bonds which have received a medium-to-high rating (cf. definition) (e.g. not less than BBB
on the Standard & Poor’s scale).
Investment property
Property held for the purpose of receiving an income from it or to benefit from an increase in its value.
Investor
Entity, other than the originator (cf. definition) and sponsor (cf. definition), which holds a position in a
securitisation (cf. definition).
IRB (Internal Rating Based)
An internal rating (cf. definition) approach under Basel 2 (cf. definition), divided into basic and advanced
methods. The advanced approach may be used only by banks which meet the strictest minimum
requirements and it allows all estimates of the inputs used for measuring credit risk (PD, LGD, EAD,
Maturity – cf. definitions) to be performed internally. With the basic approach, on the other hand, only
PD is estimated by banks.
813
Glossary
Joint venture
Agreement between two or more companies to perform a determined economic activity usually by forming
a joint stock company.
Junior
In a securitisation (cf. definition), it is the most subordinated tranche of the securities issued, which is
the first to meet the losses that may be incurred in the recovery of the underlying assets.
Leasing
Contract by which one party (lessor) grants the use of an asset to the other party (lessee) for a
determined period of time. The asset is purchased by or constructed for the lessor on the instructions
and as selected by the lessee, where the lessee has the right to purchase the ownership of the asset
under preset conditions at the end of the leasing contract.
LGD (Loss Given Default)
Estimated rate of loss if a debtor defaults (cf. definition).
Liquidity risk
Risk of the failure to meet payment obligations which can be caused either by an inability to raise funds
or by raising them at higher than market costs (funding liquidity risk), or the presence of restrictions on
the ability to sell assets (market liquidity risk) with losses incurred on capital account
Lower Tier 2
Subordinated liabilities which form part of the supplementary or tier 2 capital (cf definition) on condition
that the contract governing their issue expressly stipulates that:
a) in the case of liquidation of the issuer the debt will only be repaid after all the other higher ranking
creditors have been satisfied;
b) the duration of the contract is equal to or longer than 5 years and, if a maturity date is not set,
advance notice of at least 5 years must be given prior to redemption;
c) early repayment of the debt may only take place on the initiative of the issuer and must be
authorised by the Bank of Italy.
The amount of subordinated bonds admissible as supplementary capital is reduced by one fifth each year
over the five years prior to the maturity date of each bond in the absence of an amortisation plan which
has similar effects.
Mark down
Difference between the average borrowing rate for the direct forms of funding employed and the Euribor
rate.
Mark to market
Valuation of a securities portfolio and of other financial instruments on the basis of market prices.
Mark up
Difference between the average lending rate for the forms of lending employed and the Euribor rate.
Market risk
The risk of changes in the market value of positions in the trading portfolio for supervisory purposes due
to unexpected changes in market conditions and creditworthiness.
It also includes risks resulting from unexpected changes in foreign exchange rates and commodities
prices which relate to all balance sheet items.
Maturity
Residual life of an exposure, calculated according to rules of prudence.
Merchant banking
This activity includes: the acquisition of securities, equities or debt, of corporate customers for
subsequent sale on the market; the acquisition of equity interests of a more permanent nature, but again
with the objective of subsequent sale; advisory activities to companies for mergers and acquisitions or
restructuring.
Mezzanine
In a securitisation (cf. definition) it is the tranche with an intermediate level of subordination between
that of the junior (cf. definition) tranche and that of the senior (cf. definition) tranche.
Monoline
814
Glossary
Insurance companies with one single line of business, which is financial insurance. Their activities
include the insurance of bonds (ABS and MBS) for which the underlying assets consist of personal loans
and property mortgage loans. The insurance guarantees the redemption of the bond by assuming direct
responsibility for the risk of debtor insolvency in exchange for a commission.
Non performing
A term which refers generally to loans with irregularities in the repayments.
Non performing loans
Loans to persons or entities that are either insolvent (even if not declared as such in the courts) or in
equivalent circumstances.
NUTS (Nomenclature of Territorial Units for Statistics in Italy)
Nomenclature used for statistics purposes at European level (Eurostat), which involves the following
division.
Northern Italy:
Piedmont, Valle d’Aosta, Liguria, Lombardy, Trentino Alto Adige, Veneto, Friuli
Venezia Giulia, Emilia Romagna;
Central Italy:
Tuscany, Umbria, Marches, Latium;
Southern Italy: Abruzzo, Molise, Campania, Puglia, Basilicata, Calabria, Sicily, Sardinia.
OICR (collective investment instrument)
This term includes OICVMs (cf. definition) and other mutual investment funds (property mutual
investment funds, closed mutual investment funds).
OICVM (collective equity security investment organisations)
The term includes open, Italian and foreign mutual investment funds and investment companies with
variable capital (Sicavs).
Operational risk
The risk of loss resulting from inadequate or failed procedures, human resources and internal systems or
from exogenous events. This type of risk includes losses resulting from fraud, human error, business
disruption, system failure, non performance of contracts and natural disasters. It includes legal risk.
Options
These consist of the right, but not a commitment, acquired with the payment of a premium, to purchase
(call option) or to sell (put option) a financial instrument at a determined price (strike price) before
(American option) or on (European option) a future date.
Originator
Entity which transfers its portfolio of deferred liquidity assets to an SPE (cf. definition) for it to be
securitised.
OTC (Over The Counter)
Transactions concluded directly between parties without the use of a regulated market.
OTC derivatives traded with customers
Activity to support customers in managing financial risks and more specifically in managing risks
resulting from fluctuations in exchange rates, interest rates and commodity (raw materials) prices.
Past due
Exposures that are past due and/or continuously in arrears for more than 180 days according to the
definition contained in the supervisory instructions in force.
Payout ratio
The percentage of the net profit distributed by a company to its shareholders.
PD (Probability of Default)
The probability that a debtor will reach a default (cf. definition) position over an annual time horizon.
Plain vanilla swap
Interest rate swap (cf. definition) in which one counterparty receives a variable payment linked to the
LIBOR (generally the six month LIBOR) and pays a fixed rate to the other counterparty, obtained by
adding a spread to the yield on a specified type of government security.
POS terminal (point of sale terminals)
Automatic device for the payment of goods or services at suppliers premises using credit, debit or prepaid
cards.
815
Glossary
Preference shares
Innovative capital instruments issued by foreign subsidiaries in the banking group, which combine yields
linked to market rates with particularly low subordination such as for example no recovery in future
years of interest not paid by the parent bank and sharing in the losses of the bank itself if these losses
result in a substantial reduction in capital requirements. The conditions under which preference shares
can be included in the tier 1 capital of banks and banking groups are set out in the supervisory
instructions of the Bank of Italy.
Price sensitive
A term which generally refers to information or data that is not in the public domain, which if disclosed
would have a marked effect on the price of a security.
Private equity
Activities involving the acquisition of equity interests and the subsequent placement with specific
counterparties without offering them for sale to the public.
Project finance
Financing of projects on the basis of forecasts of the cash flows that will be generated by them. As
opposed to the way in which risks are analysed with ordinary lending, with the project financing
technique, not only are the expected cash flows analysed, but specific factors are also examined such as
the technical aspects of the project, the suitability of the sponsors for carrying it out and the markets on
which the products will be sold.
Rating
A rating of the quality of a company or its issues of debt securities on the basis of the soundness of the
company’s finances and its prospects.
Reputation risk
The risk of incurring losses resulting from a negative perception of the image of the Bank by customers,
counterparties, shareholders of the Bank, investors, the supervisory authority or other stakeholders.
Residual risk
The risk of incurring losses resulting from the unforeseen ineffectiveness of established methods of
mitigating risk used by the Bank.
Restructured loan
Position for which a Bank has agreed a longer period of repayment for a debtor, renegotiating the
exposure at lower than market rates.
Risk free rate
Rate of interest on a risk free asset. In practice it is used to refer to the interest rate on short term
government securities even if they cannot be considered risk free.
Risks resulting from securitisations
The risk that the underlying economic substance of a securitisation is not fully reflected in decisions
made to measure and manage risk.
Risk weighted assets
A figure obtained by multiplying the total supervisory capital requirements (credit risks, market risk and
other prudential requirements) by a coefficient of:
-14,3 for companies belonging to banking groups;
-12,5 for banking groups (consolidated) and companies that do not belong to banking groups.
Securitisation
Operation to sell debts or other financial assets that are not negotiable instruments to a special purpose
entity (SPE – cf. definition) whose sole business is to perform those operations and to convert those loans
or assets into securities traded on secondary markets.
Senior
In a securitisation transaction (cf. definition) it is the tranche with the highest level of privilege in terms of
priority for remuneration and repayment.
Sensitivity analysis
System of analysis designed to detect the sensitivity of determined assets or liabilities to changes in
interest rates and other reference parameters.
816
Glossary
SEPA (Single European Payments Area)
The Single Euro Payments Area came into force on 1st January 2008, within which payments will
gradually be able to be made and received in euro under the same standard basic conditions, rights and
obligations. A total of 31 European countries have joined (in addition to the 27 countries of the European
Union, also Switzerland, Norway, Iceland and Liechtenstein). The introduction of the new IBAN (cf.
definition) bank code is one of the instruments used to standardise banking transactions.
Servicer
In securitisation (cf. definition) transactions, it is a company which continues to manage the debts or
assets subject to securitisation on the basis of a special servicing contract after they have been sold to
the special purpose entity responsible for issuing the securities.
SPE/SPV
Special purpose entities (SPE) or special purpose vehicles (SPV) – also known as conduits - are entities
(companies, trusts or other entities), specially formed to achieve a determined objective that is welldefined and circumscribed, or to perform a specific operation.
SPEs/SPVs have a legal status that is independent from the others involved in the operation and
generally have no operating or management units of their own.
Sponsor
Entity, other than the originator (cf. definition), which establishes and manages a conduit entity (cf.
definition), as part of a securitisation transaction (cf. definition).
Spread
This term normally refers to:
-the difference between two interest rates;
-the difference between the buying (bid) price and the selling (asking) price in securities trading;
-the premium that the issuer of securities recognises in addition to a reference rate.
Staff leasing contract (Contratto di somministrazione di lavoro)
A fixed term labour contract regulated by Legislative Decree No. 276 of 10th September 2003 (the “Biagi
Law” based on Law No. 30 of 14th February 2003), whereby a legal entity uses the services of a worker
employed by a staff leasing agency authorised by the Ministry of Labour. The relations between the user
company and the leasing agency are governed by a staff leasing contract which also regulates wages and
social security contributions.
This form of contract replaced those which governed temporary agency work regulated by Law No. 196 of
24th June 1997 (the “Treu reform”).
Stakeholder
Individuals or groups who have specific interests in an enterprise either because they depend upon it to
achieve their goals or because they are considerably effected by the positive or negative effects of its
activities.
Stock Options
Term used to refer to options offered to the managers of a company which allow them to purchase shares
in the company at a set price.
Strategic risk
Current or future risk of a fall in profits or in capital resulting from:
- changes in the operating context;
- errors in corporate decision-making;
- inadequate implementation of decisions;
- failure to react to change in a competitive environment.
Stress test
A simulation procedure used to assess the impact of “extreme”, but plausible, market scenarios on the
Bank’s exposure to risk.
Structured notes
Bonds for which the interest and/or the redemption value depend on a real parameter (linked to the
price of a commodity) or the performance of indices. In these cases the implicit option is unbundled from
the host contract in the accounts.
When it is linked to interest rates or inflation (e.g. CCTs – Treasury Certificates of Credit), the implicit
option is not unbundled from the host contract in the accounts.
Subordinated bonds
817
Glossary
Financial instruments for which the conditions of sale state that the bearers of the debt certificates are
satisfied after other creditors if the issuing entity goes into liquidation.
Subprime mortgages
The concept of subprime does not refer to the loan in itself, but rather to the borrower. Technically it
refers to a borrower who does not have a fully positive credit history, because characterised by negative
lending events such as for example the presence of repayments on previous loans not made, of cheques
without funds and/or protested and so on. These past events are symptomatic of a greater intrinsic
riskiness of counterparties from whom a corresponding higher remuneration is requested by the lender
who grants them a mortgage.
Business with subprime customers developed in the American financial market where the grant of these
loans was usually accompanied by securitisation activity and the issue of securities.
Alt-A mortgage loans are defined as loans granted on the basis of incomplete or inadequate information.
Subrogation
A procedure by which a mortgage borrower negotiates a new mortgage with another bank to pay-off the
original mortgage by transferring the pledge of the same security (the mortgage on the property) which
applied to the “original” bank to the new bank.
Supervisory capital
This consists of the sum of the tier 1 capital – admitted in the calculation without any limitation – and
the supplementary capital which is admitted up to the maximum amount of the core capital.
Equity holdings, innovative capital instruments, hybrid capital instruments and subordinated assets
held in other banks and financial companies are deducted in the measure of 50% from the tier 1 capital
and 50% from the supplementary capital (more specifically non consolidated equity interests of more
than 10% held in banks and financial companies as well as equity interests of less than 10% in banks
and financial companies and subordinated assets issued by banks, which exceed 10% of the core and
the supplementary capital are deducted).
Equity investments in insurance companies, subordinated liabilities issued by them and securitisation
positions are also deducted.
Swaps (interest rate swaps and currency swaps)
A transaction consisting of the exchange of cash flows between counterparties according to contracted
conditions. With an interest rate swap the counterparties exchange the interest payments calculated on
notional reference capital on the basis of different criteria (e.g. one counterparty pays a fixed rate and
the other a variable rate). In the case of currency swaps, the counterparties exchange specific amounts
of two different currencies, returning them over time according to set conditions which concern both the
principal and the interest.
Tankan index
An indicator of the performance of the Japanese economy constructed on the basis of the results of a
survey conducted by the Bank of Japan in the last month of each quarter. The survey is on both
manufacturing and services sectors, segmented according to the size of the businesses (large, medium or
small).
Tier I (tier 1 capital)
This consists of equity share capital paid in, reserves (inclusive of the share premiums), innovative
capital instruments (but only if they meet the conditions to fully guarantee the stability of the bank3),
profit for the period and positive tier 1 capital prudential filters. Own shares, goodwill and intangible
fixed assets, prior and current year losses, impairment losses on the trading portfolio for supervisory
purposes and negative tier 1 capital filters are deducted from those items.
Tier II (supplementary capital)
This consists of valuation reserves, innovative capital instruments not eligible for inclusion in tier 1
capital, hybrid capital instruments (irredeemable debt and other instruments redeemable on request of
the issuer with the prior consent of the Bank of Italy) subordinated liabilities (for an amount reduced by
one fifth over the five years prior to the maturity date), net gains on equity investments, positive
supplementary capital prudential filters, any excess of net impairment losses over expected losses and
positive exchange rate differences. The following negative elements are deducted from those items: net
losses on equity investments, negative supplementary capital prudential filters, other negative items.
3 Innovative capital instruments may be included in the tier 1 capital up to a limit equal to 20 percent of the tier 1
capital, inclusive of the instruments themselves. In respect of that limit, instruments which contain automatic
revision of rates of remuneration (termed ‘step-up’ clauses) connected with redemption rights or other types of
clause designed as an incentive for redemption by the issuer must remain with a limit equal to 15 percent of the tier
1 capital, inclusive of the instruments themselves. Any excess may be included in the supplementary capital on a
par with hybrid capitalisation instruments.
818
Glossary
Tier III (third level subordinated debt)
Subordinated bonds that satisfy the following conditions:
- they have been fully paid;
- they do not form part of the supplementary capital (cf. definition);
- they have an original life equal to or longer than two years; if the maturity is not set, the advance
notice of the maturity must be at least two years;
- they meet the conditions specified for similar liabilities included in the supplementary capital except
of course those concerning the life of the debt;
- they are subject to a “lock in” clause according to which the capital and the interest cannot be repaid
if the repayment reduces the total amount of the bank’s capital to a level lower than 100% of the total
capital requirements.
Trading book
This usually identifies that part of a securities portfolio, or in any case financial instruments in general,
destined to trading activities.
Trading on line
System for buying and selling financial instruments on the stock exchange via Internet.
Trigger event
A contractually predefined event, which determines the creation of rights in favour of the parties to the
contract when it occurs.
TROR (total rate of return swap)
This is a contract with which a “protection buyer” (also known as a “total return payer”) agrees to pay all
the cash flows generated by a “reference obligation” to a “protection seller” (also know as the total return
receiver), who in return transfers the cash flows linked to the performance of a “reference rate” to the
“protection buyer”. On the dates on which the coupons for the cash flows are paid (or at the end of the
contract), the “total return payer” pays the “total return receiver” any increase there may be in the
“reference obligation”; if, on the other hand the “reference obligation” has decreased then it is the “total
return receiver” who pays the relative amount to the “total return payer”. A TROR is in actual fact a
structured financial product consisting of a combination of a credit derivative and an interest rate swap
(cf. definition).
Unit-linked
Life insurance policies with performance linked to the value of investment funds.
Upper Tier II
Hybrid capitalisation instruments which form part of the supplementary or tier 2 capital (cf. definition)
when the contract specifies that:
a) if there are losses in the accounts which cause a decrease in the capital paid in and in the reserves
below the minimum level required for the authorisation to operate as a bank, the sums from those
liabilities and the interest accruing on them can be used to replenish the losses, in order to allow the
issuing entity to continue its business;
b) if operating performance is negative, the right to remuneration can be suspended by that amount
needed to prevent or limit the occurrence of losses as much as possible;
c) in the case of liquidation of the issuer, the debt will only be repaid after all the other higher ranking
creditors have been satisfied;
Non irredeemable hybrid capitalisation instruments must have a life equal to or longer than ten years.
There must be a specific clause in the contract stating that repayment is dependent on Bank of Italy
authorisation.
US GAAP (Generally Accepted Accounting Principles)
Accounting standards issued by the FASB (Financial Accounting Statement Board), which are generally
accepted in the United States of America
VaR (Value at Risk)
A measure of the maximum potential loss that may be incurred on a financial instrument or portfolio
with a set probability (level of confidence) in a determined time period (the reference or holding period).
Warrant
Negotiable instrument which grants the holder the right to purchase fixed rate securities or shares from
the issuer or sell them to the issuer under precise conditions.
Zero-coupon
Bonds which do not pay an interest coupon, where the yield is given by the difference between the issue
(or purchase) price and the redemption price.
819
Glossary
Branch network of the
UBI Banca Group
Branch network of the UBI Banca Group
www.ubibanca.it
Bergamo Via Crispi, 4
Brescia Via Cefalonia, 74
www.bpb.it
LOMBARDIA
Provincia di Bergamo
Bergamo
Piazza Vittorio Veneto, 8
Viale Vittorio Emanuele II, 5 (c/o Inps Bg)
Via dei Caniana, 2 (c/o Università)
Via Borgo Palazzo, 51
Via Borgo Santa Caterina, 6
Via Suardi, 24B (c/o A2A Spa)
Via Gombito, 6
Via Gleno, 49
Via Mattioli, 69
Piazza Risorgimento, 15
Piazza Pontida, 39
Via Leone XIII, 2
Via San Bernardino, 96
Adrara San Martino Via Madaschi, 103
Albano Sant’Alessandro Via Cavour, 2
Albino
Via Mazzini, 181
Via Lunga, 1 (Fraz. Fiobbio)
Almè Via Torre d’Oro, 2
Almenno San Bartolomeo Via Falcone, 2
Almenno San Salvatore Via Marconi, 3
Alzano Lombardo Piazza Garibaldi, 3
Arcene Corso Europa, 7
Ardesio Via Locatelli, 8
Azzano San Paolo Piazza IV Novembre, 4
Bariano Via A. Locatelli, 12
Barzana Via San Rocco
Berbenno
Via Stoppani, 88 (Fraz. Ponte Giurino)
Piazza Roma, 2
Boltiere Piazza IV Novembre, 14
Bonate Sopra Piazza Vittorio Emanuele II, 20
Brembilla Via Libertà, 25
Brignano Gera d’Adda Via Mons. Donini, 2
Calcinate Via Coclino, 8/C
Calcio Via Papa Giovanni XXIII, 153
Calusco d’Adda Via Vittorio Emanuele II, 7
Capriate San Gervasio Via Parigi, 4
Caprino Bergamasco Via Roma, 10
Caravaggio Piazza G. Garibaldi, 1
Carvico Via Europa Unita, 3
Casazza Via Nazionale del Tonale, 92
Casirate d’Adda Piazza Papa Giovanni XXIII, 1
Castione della Presolana
Via Donizetti, 2 (Fraz. Bratto - Dorga)
Via A. Manzoni, 20
Cazzano Sant’Andrea Via A. Tacchini, 18
Cenate Sopra Via Giovanni XXIII, 16
Cenate Sotto Via Verdi, 5
Cene Via Vittorio Veneto, 9
Chiuduno Via Cesare Battisti, 1
Cisano Bergamasco Via Pascoli, 1
Ciserano
Via Pilabrocc, 10
Corso Europa, 17 (Fraz. Zingonia)
Cividate al Piano Via Papa Giovanni XXIII, 3
Clusone Via Verdi, 3
Colere
Via Tortola, 58
Via Papa Giovanni XXIII, 33
(Fraz. Dezzo di Scalve)
Comun Nuovo Via Cesare Battisti, 5
Costa Volpino Via Nazionale, 150
Curno Largo Vittoria, 31
Dalmine
Via Buttaro, 2
P.zza Caduti 6 luglio 1944 (c/o Tenaris Spa)
Dossena Via Carale, 9
Entratico Piazza Aldo Moro, 18
Fontanella Via Cavour, 156
Foresto Sparso Via Tremellini, 1
Gandino Via C. Battisti, 5
Gazzaniga Via Marconi, 14
Gorlago Piazza Gregis, 12
Gorle Piazzetta del Donatore, 5
Grassobbio Viale Europa, 8/B
Grumello del Monte
Via Martiri della Libertà, 10
Leffe Via Mosconi, 1
Lovere Via Tadini, 30
Lovere-Lovere Sidermeccanica Spa
Via Paglia, 45
Madone Via Papa Giovanni XXIII, 44
Mapello Piazza del Dordo, 5
Martinengo Via Pinetti, 20
Nembro Piazza della Libertà
Orio al Serio Via Aeroporto, 13
Osio Sopra Via XXV Aprile, 29
Osio Sotto Via Cavour, 2
Paladina Via IV Novembre, 13
Palosco Piazza A. Manzoni, 16
Parre Via Duca d’Aosta, 20/A
Piazza Brembana Via B. Belotti, 10
Ponte Nossa Via Frua, 24
Ponteranica Via Pontesecco, 32
Ponte San Pietro Piazza SS Pietro e Paolo, 19
Pontida Via Lega Lombarda, 161
Presezzo Via Capersegno, 28
Ranica Piazza Europa, 2
Romano di Lombardia Via Tadini, 2
Rovetta Via Tosi, 13
San Giovanni Bianco
Via Martiri di Cantiglio, 19
San Pellegrino Terme Via S. Carlo, 3
Sant’Omobono Terme Viale alle Fonti, 8
Sarnico Piazza Umberto I
Scanzorosciate Via Roma, 27
Schilpario Via Torri, 8
Sedrina Via Roma, 14
Selvino Via Monte Rosa - angolo Via Betulle
Seriate Viale Italia, 24
Sovere Via Roma, 36
Spirano Via Dante, 9/B
Stezzano Via Bergamo, 1
Suisio Via Carabello Poma, 31
Taleggio Via Roma, 63 (Fraz. Olda)
821
Tavernola Bergamasca Via Roma, 12
Telgate Via Morenghi, 17
Torre Boldone Via Carducci, 12
Torre de Roveri Piazza Conte Sforza, 3
Trescore Balneario Via Locatelli, 45
Treviglio Viale Filagno, 11
Urgnano Via Matteotti, 157
Valbrembo Via Roma, 52
Verdello Via Castello, 31
Vertova Via S. Rocco, 45
Villa d’Adda Via Fossa, 8
Villa d’Almè
Via Roma - angolo Via Locatelli, 1
Villongo Via Bellini, 20
Vilminore di Scalve Piazza Giovanni XXIII, 2
Zandobbio Via G. Verdi, 2
Zogno Viale Martiri della Libertà, 1
Provincia di Brescia
Brescia Via Gramsci, 39
Chiari Via Bettolini, 6
Concesio Viale Europa, 183
Darfo Boario Terme Piazza Col. Lorenzini, 6
Desenzano del Garda Viale Andreis, 74
Esine Via Manzoni, 97
Manerbio Via Dante, 5
Orzinuovi Piazza Vittorio Emanuele II, 31/33
Ospitaletto Via Martiri della Libertà, 27
Palazzolo sull’Oglio Piazza Roma, 1
Paratico Via Don G. Moioli, 17
Rezzato Via Europa, 5
San Paolo Via Mazzini, 62
San Zeno Naviglio Via Tito Speri, 1
Provincia di Como
Como
Via Giovio, 4
Via dei Mille, 2/B
Via Badone, 48 (Fraz. Camerlata)
Cantù
Piazza Marconi, 9
Via Enrico Toti, 1/A (Fraz. Vighizzolo)
Cermenate Via Matteotti, 28
Erba Via Leopardi, 7/E
Mariano Comense Corso Brianza, 20
Oltrona San Mamette Piazza Europa, 6
Rovellasca Via Volta, 1
Provincia di Cremona
Cremona Via Dante, 241
Soncino Via IV Novembre, 25
Provincia di Lecco
Lecco Corso Matteotti, 3
Calco Via Italia, 8
Calolziocorte Piazza Vittorio Veneto, 18/A
Carenno Via Roma, 36
Cernusco Lombardone Via S. Caterina, 4
Monte Marenzo Piazza Municipale, 5
Olginate Via S. Agnese, 38
Valmadrera Via Fatebenefratelli, 23
Provincia di Mantova
Mantova
Via Madonna dell’orto, 6
Piazza de Gasperi, 20
Bagnolo San Vito
Via Di Vittorio, 35 (Fraz. San Biagio)
Borgofranco sul Po
Castiglione delle Stiviere Via Cavour, 25
Magnacavallo Via Roma, 23
Moglia Piazza Libertà, 19
Ostiglia Via Vittorio Veneto, 14
Poggio Rusco Via Trento e Trieste, 9
Quistello
Via G. Marconi, 12
Via Europa, 49 (Fraz. Nuvolato)
Sermide Via Cesare Battisti, 4
Villa Poma Piazza Mazzali, 7
Provincia di Milano
Milano
Via Manzoni, 7
Corso Europa, 16
(c/o Centrobanca Spa)
Piazzale Zavattari, 12
Via Pellegrino Rossi, 26
Via Melchiorre Gioia, 28
Piazza Cinque Giornate, 1
Piazza Siena, 18
Piazzale Susa, 2
Via Biondi, 1
Via Foppa, 26
Via Friuli, 16/18
Via C. Menotti, 21 - ang. Via G. Modena
Viale delle Rimembranze di Lambrate, 4
Viale L. Sturzo, 33/34
Via Saffi, 6/5
Corso Italia, 22
Via Richard, 5 (c/o Nestlè Spa)
Via A. Trivulzio, 6/8
Via Palestrina, 12 - ang. Viale A. Doria
Abbiategrasso Piazza Cavour, 11
Agrate Brianza Via C. Olivetti, 2
(c/o St Microelectronics Spa)
Arluno Via Piave, 7
Bellinzago Lombardo Via delle 4 Marie, 8
Carate Brianza Via Cusani, 49/51
Carnate Via Don Minzoni
Cassano d’Adda Via Milano, 14
Cinisello Balsamo Piazza Soncino, 1
Concorezzo Via Monza, 33 (Alcatel Italia Spa)
Cornaredo
Via Magenta, 34
Via Tolomeo, 1 (c/o St Microelectronics Spa)
Desio Via Matteotti, 10
Garbagnate Milanese
Via Kennedy, 2 (Fraz. S. M. Rossa)
Grezzago Piazza Aldo Moro
Inveruno Via Magenta, 1
Legnano
Corso Sempione - angolo Via Toselli
Piazza Don Sturzo, 13
Magenta Piazza Vittorio Veneto, 11
Meda Via Indipendenza, 111
Melzo Piazza Risorgimento, 2
Mezzago Via Concordia, 22
Monza
Via Borgazzi, 83
Piazza Giuseppe Cambiaghi, 1
Via San Rocco, 44
Via Pesa del Lino, 2
Nova Milanese Via Brodolini, 1
Novate Milanese Via Amendola, 9
Rho Via Pace, 165 (Fraz. Mazzo Milanese)
Seregno Via S. Vitale, 17
Sesto San Giovanni Via Casiraghi, 167
Solaro Via Mazzini, 66
Sulbiate Via Mattavelli, 2
Trezzano Rosa Via Raffaello Sanzio, 13/S
Trezzo sull’Adda Via A. Sala, 11
Vaprio d’Adda Piazza Caduti, 2
Villasanta Via Confalonieri, 5
Vimercate
Via B. Cremagnani, 20/A
Via Torri Bianche, 3
Via Garibaldi, 12
Via Trento, 30 (c/o Alcatel - Lucent Spa)
Provincia di Pavia
Vigevano Via Sacchetti
Voghera Via XX Settembre, 1
Provincia di Varese
Varese
Via Vittorio Veneto, 2
Via Dalmazia, 63
Piazza IV Novembre,1 (Fraz. Biumo Inferiore)
Via Valle Venosta, 4
(Fraz. Biumo Inferiore - c/o Ascom Varese)
Viale Luigi Borri, 155
Viale Borri, 237 (c/o Bassani Ticino Spa)
Via Pasubio, 2
Via Caracciolo, 24
Via Virgilio, 27
Azzate Via Vittorio Veneto, 23
Besozzo Via XXV Aprile, 77
Bodio Lomnago Via Risorgimento, 23
Busto Arsizio
Piazza S. Giovanni, 3/A
Corso Italia, 33
Via Magenta, 64
Viale Alfieri, 26
Cairate
Via Mazzini, 13
Via Genova, 1
(Fraz. Bolladello)
Caravate Via XX Settembre, 22
Cardano al Campo
Via Gerolamo da Cardano, 19
Caronno Pertusella Via Roma, 190
Casale Litta Via Roma, 4
Casorate Sempione Via Milano, 17
Cassano Magnago Via Aldo Moro, 10/B
Castiglione Olona Via Papa Celestino, 22
Cislago Via IV Novembre, 250
Clivio Via Ermizada, 10
Cuvio Via Giuseppe Maggi, 20
Daverio Via Giovanni XXIII, 1
Fagnano Olona Piazza Cavour, 11
Ferno Piazza Dante Alighieri, 7
Gallarate
Via A. Manzoni, 12
Via Buonarroti, 20
Via Marsala, 34
Via Varese, 7/A (Fraz. Cascinetta)
Gavirate Piazza della Libertà, 2
Gazzada Schianno Via Roma, 47/B
Gerenzano Via G.P. Clerici, 124
Gorla Maggiore Via Verdi, 2
Gornate Olona Piazza Parrocchetti, 1
Induno Olona Via G. Porro, 46
Ispra Via Mazzini, 59
Jerago con Orago Via Matteotti, 6
Lavena Ponte Tresa Via Valle, 4
Laveno Mombello Via Labiena, 53
Lonate Ceppino Via Don Albertario, 3
Lonate Pozzolo Piazza Mazzini, 2
Luino Via Vittorio Veneto, 6/A
Malnate
Piazza Repubblica - angolo Via Garibaldi
Marnate Via Diaz, 12 - angolo Via Genova
Mercallo Via Prandoni, 19
Mesenzana Via Provinciale, 11
822
Mornago Via Cellini, 3 - angolo Via Carugo
Olgiate Olona Via G. Mazzini, 56
Origgio
Via Repubblica, 10
Strada Statale Varesina, 233
(c/o Novartis Italia Spa)
Saltrio Via Cavour, 27
Samarate Via N. Locarno, 19 (Fraz. Verghera)
Saronno
Via P. Micca, 10
Via Roma, 85
Sesto Calende Via XX Settembre, 35
Solbiate Arno Via A. Agnelli, 7
Somma Lombardo
Corso della Repubblica - ang. Via Rebaglia
Ternate Piazza Libertà, 14
Tradate
Via XXV Aprile, 1 - angolo Corso Ing. Bernacchi
Via Vittorio Veneto, 77 (Fraz. Abbiate Guazzone)
Uboldo Via R. Sanzio, 46
Varano Borghi Via Vittorio Veneto, 6
Vedano Olona Piazza S. Rocco, 8
Venegono Inferiore Via Mauceri, 16
Venegono Superiore Via Paolo Busti, 3
Viggiù Via A. Castagna, 1
PIEMONTE
Provincia di Alessandria
Casale Monferrato Via Hugues, 1
Provincia di Asti
Canelli Corso Libertà, 68
Provincia di Biella
Biella Via Nazario Sauro, 2
Cossato Via Pajetta, 11/B
Provincia di Cuneo
Cuneo Piazza Europa, 9
Alba Piazza Savona, 3/A
Provincia di Novara
Novara Largo Don Minzoni, 1
Borgomanero Via Garibaldi, 92/94
Oleggio Via Mazzini, 15
Trecate Piazza Dolce, 10
Provincia di Torino
Torino
Corso Matteotti, 15
Via Alfieri, 17
Piazza Adriano, 5
Corso L. Einaudi, 15/17
Piazza Gran Madre di Dio, 12/A
Corso Sebastopoli, 166
Corso Trapani, 98
Airasca Via Roma, 101
Alpignano Via Cavour, 125
Chianocco Frazione Vernetto, 10
Chivasso Via Po, 5
Collegno Via XXIV Maggio, 1
Moncalieri Strada Villastellone, 2
Nichelino Via Torino, 172
None Via Roma, 23
Pinerolo Piazza Vittorio Veneto, 20
Rivoli Piazza Martiri della Libertà, 5
Rondissone Piazza Roma, 1
Santena Via Cavour, 43
Settimo Torinese Via Petrarca, 9
Villar Perosa Via Nazionale, 39/A
LAZIO
Provincia di Roma
Roma
Via dei Crociferi, 44
Via del Monte della Farina, 23
Via S. Silverio, 57
Largo Salinari, 24 - ang. Via B. Croce 82/84
Viale Gorizia, 34
Via di Porta Castello, 32
Via Val Maira, 125/131
Via Tiburtina, 604
Via dell’Aeroporto, 14/16
Via Pietro Boccanelli, 30
(c/o Sviluppo Italia Spa - Campo Elba)
Via Calabria, 46 (c/o Sviluppo Italia Spa)
Via Gattamelata, 109
Monterotondo Via Salaria, 204
Pomezia Via dei Castelli Romani, 22
Brescia
Piazza della Loggia, 5
Corso Magenta, 73 - ang. Via Tosio
Via Lecco, 1
Via Trento, 7
Via San Martino, 2 - ang. C.so Zanardelli
Contrada del Carmine, 67
Via Valle Camonica, 6/b
Via Santa Maria Crocifissa di Rosa, 67
Piazzale Spedali Civili, 1
Corso Martiri della Libertà, 13
Via Trieste, 8
Via Vittorio Veneto, 73 - ang. Tofane
Via San Giovanni Bosco, 15/c
Via Bettole, 1 (Fraz. San Polo)
Via Cremona, 145
Via della Chiesa, 72
Via Prima, 50 - Villaggio Badia
Piazzale Nava, 7 (Fraz. Mompiano)
Via Masaccio, 29 (Fraz. San Polo)
Via Bissolati, 57
Corso Martiri della Libertà, 45
Via Milano, 21/b
Via Indipendenza, 43
Via Solferino, 30/a
Via Trento, 25/27
Viale Duca d’Aosta, 19
Via Ambaraga,126
Via Chiusure, 333/a
Via Cefalonia, 76
Via Orzinuovi, 9/11
Via San Rocchino, 106
Via Lamarmora, 230 (c/o A2A)
Via Cipro, 76
Acquafredda Via della Repubblica, 52
Adro Via Roma, 1
Bagnolo Mella Via XXVI Aprile, 69/71
Bagolino Via San Giorgio, 66
Barghe Via Boschi, 11/13
Bedizzole
Via Trento, 3/5
Via Sonvigo, 13
Borgosatollo Via IV Novembre, 140
Botticino
Via Valverde, 1 (Fraz. Botticino Sera)
Via Don Milani, 3
Bovegno Via Circonvallazione, 5
Bovezzo Via Dante Alighieri, 8/D
Breno Via Giuseppe Mazzini, 72
Calcinato Via Guglielmo Marconi, 51
Calvisano Via Dante Alighieri, 1
Capriano del Colle
Via Morari, 26
Via Trento, 39 (Fraz. Fenili Belasi)
Carpenedolo Piazza Martiri della Libertà, 1
Castegnato Piazza Dante Alighieri, 1
Castelcovati Via Alcide De Gasperi, 48
Castel Mella Via Caduti del lavoro, 56/a
Castenedolo Piazza Martiri della Libertà, 4
Castrezzato Piazza Mons. Zammarchi, 1
Cedegolo Via Nazionale, 105
Cellatica Via Padre Cesare Bertulli, 8
Chiari
Piazza Giuseppe Zanardelli, 7
Via Maffoni complesso S. Giacomo
Collio Piazza Giuseppe Zanardelli, 32
Comezzano - Cizzago
Via Giuseppe Zanardelli, 31
Concesio
Via Europa, 203
Via Europa, 8 (c/o centro comm. Valtrumpino)
Darfo Boario Terme Via Roma, 2
Dello Piazza Roma, 36
Desenzano del Garda
Via G. Marconi, 18
Via G. Marconi, 97
Via G. Di Vittorio, 17 (Fraz. Rivoltella)
Edolo Via G. Marconi, 36/a
Fiesse Via Antonio Gramsci, 25
Flero Via XXV aprile, 110
Gardone Riviera Via Roma, 8
Gardone Val Trompia Via G. Matteotti, 212
Gargnano Piazza Feltrinelli, 26
Gavardo Via Suor Rivetta, 1
Ghedi Piazza Roma, 1
Gottolengo Piazza XX Settembre, 16
Gussago
Via IV Novembre, 112/a
Via Richiedei, 61
Idro Via Trento, 60
Iseo
Via Dante Alighieri, 10
Via Risorgimento, 51/c (Fraz. Clusane)
Isorella Via A. Zanaboni, 2
Leno
Via Dossi, 2
823
EMILIA ROMAGNA
Provincia di Bologna
Bologna
Via Ercolani, 4/E
Via Lombardia, 7/A
Zola Predosa Via Risorgimento, 109
Provincia di Ferrara
Cento Via Ferrarese, 3
Provincia di Modena
Carpi Via Baldassarre Peruzzi, 8/B
Provincia di Reggio Emilia
Reggio Emilia Via Emilia all’Angelo, 35
LIGURIA
Provincia di Genova
Genova
Via Fieschi, 11
Piazza Leopardi, 6
Via Merano, 1/A Nero
Rapallo Via A. Diaz, 6
VENETO
Provincia di Verona
Verona
Corte Farina, 4
Via Galvani, 7
Caldiero Via Sandro Pertini, 12
www.bancodibrescia.it
LOMBARDIA
Via Giuseppe Garibaldi, 2
Limone del Garda Via Don Comboni, 24
Lograto Piazza Roma, 11
Lonato Via Guglielmo Marconi
Lumezzane
Via Alcide De Gasperi, 91 (Fraz. Pieve)
Via Virgilio Montini, 251/ c
(Fraz. S. Sebastiano)
Via M. D’Azeglio, 4 (Fraz. S. Sebastiano)
Via N. Bixio, 2 (Fraz. Pieve)
Mairano Piazza Europa, 1
Manerba del Garda Via Vittorio Gassman, 17/19
Manerbio
Via XX Settembre, 21
Via Cremona (c/o c. comm. Le Arcate)
Marone Via Roma, 59
Milzano Piazza Roma, 13
Moniga del Garda Piazza San Martino
Monte Isola Via Peschiera Maraglio, 156
Monticelli Brusati Via IV Novembre, 5/a
Montichiari
Via Trieste, 71
Via Felice Cavallotti, 25
Nave Piazza Santa Maria Ausiliatrice, 19
Nuvolento Via Trento, 17
Nuvolera Via Italia, 3/a
Odolo Via Praes, 13/bis
Offlaga Via Giuseppe Mazzini, 2
Orzinuovi Piazza Vittorio Emanuele II, 18
Ospitaletto
Via Padana Superiore, 56
Via Rizzi, 8
Paderno Franciacorta Via Roma, 32
Palazzolo sull’Oglio
Via Brescia, 1
Passirano Via Libertà, 36
Pavone del Mella Piazza Umberto I, 1
Pisogne Piazza Umberto I, 11
Poncarale Via Fiume, 8/A
Ponte di Legno Corso Milano, 34
Pontevico Piazza Giuseppe Mazzini, 15
Pralboino Via Martiri Libertà, 52
Prevalle Piazza del Comune, 7
Quinzano d’Oglio Via C. Cavour, 29/31
Remedello Via Roma, 60
Rezzato
Via IV Novembre, 98
Via Zanardelli, 5a/b (Fraz. Virle Treponti)
Rodengo Saiano Via Ponte Cigoli, 12
Roè Volciano Via San Pietro, 119
Roncadelle
Via Martiri della Libertà, 119/a
Via Guglielmo Marconi
(c/o c. comm. Auchan)
Rovato Corso Bonomelli, 52/54
Sabbio Chiese Via XX Settembre, 83
Sale Marasino Via Roma, 23/ Bis
Salò
Via Pietro da Salò - Loc. Rive
Piazza Vittoria, 13
Piazza Vittorio Emanuele II, 20
San Felice del Benaco Viale Italia, 9
San Gervasio Bresciano
Piazza Antica Piazzola, 5
San Paolo Piazza Aldo Moro, 9
Sarezzo
Via Roma, 8
Via G. Carducci, 2 (Fraz. Ponte Zanano)
Seniga Via San Rocco, 15
Sirmione
Via Colombare - ang. Via G. Garibaldi
Piazza Castello, 58
Sulzano Via Cesare Battisti, 85
Tavernole sul Mella Via IV Novembre, 40/42
Tignale Piazzale Francesco d'Assisi
Torbole Casaglia Piazza Caduti, 8
Toscolano Maderno
Via Montana, 1 (Fraz. Maderno)
Via Statale Toscolano, 114/a (Fraz. Toscolano)
Travagliato Piazza Libertà
Verolanuova Piazza Libertà, 1
Vestone Via Perlasca, 5
Villa Carcina Via G. Marconi, 39/C
Visano Via Gugliemo Marconi, 11
Vobarno Via Migliorini - ang. Via San Rocco
Zone Via Monte Guglielmo, 44
Provincia di Varese
Varese
Via Sanvito Silvestro, 60
Via B. Luini, 3
Via Veratti, 10
Busto Arsizio
Corso Europa - ang. P.zza Venzaghi
Gallarate
Via Raffaello Sanzio, 2
Via Torino, 28
Gemonio Via Giuseppe Verdi, 24
Saronno Via Giuseppe Garibaldi, 5
Sumirago Via Brioschi, 2
Tradate Via Antonio Cantore, 1
Uboldo Via Italia, 2
Venegono Superiore Piazza Monte Grappa, 8
Mantova
Via A. Calvi, 5
V.le Risorgimento, 33 - ang. Valsesia
Asola Viale della Vittoria, 17
Castel Goffredo Via Europa, 27
Castiglione delle Stiviere Via C. Cavour, 13
Marmirolo Via Ferrari, 66/d
Provincia di Milano
Milano
Piazza XXIV Maggio, 7
Piazza XXV Aprile, 9
Via Antonio Rosmini, 17
Via Ponchielli, 1
Via Giorgio Washington, 96
Via Vincenzo Monti, 42
Via Monte Rosa, 16
Via Mac Mahon, 19
Via Staro, 1 - ang. Via Ronchi
Via Caradosso, 16
Via Silvio Pellico, 10/12
Via G.B. Morgagni, 10
Piazza Sant’Agostino, 7
Via Feltre, 30/32
Via Giovanni da Procida, 8
Piazza Borromeo, 1
Viale Monza, 139
Via Lomellina, 14
Via Lecco, 22
Corso Indipendenza, 5
Viale Marche, 40
Via Porpora, 65
Largo Scalabrini, 1
Via Gaetano Negri, 4
Via Bertolazzi, 20 (Zona Lambrate)
Via A. Muratori, 26
Agrate Brianza Via Marco d’Agrate, 61
Biassono Via Cesana e Villa, 104
Bresso Via Vittorio Veneto, 92
Cernusco sul Naviglio Via Monza, 15
Cologno Monzese
Via Felice Cavallotti, 28
Viale Lombardia, 52
Corsico Via G. Di Vittorio, 10
Legnano C.so Magenta,127 - ang. Via Beccaria
Melegnano Viale Predabissi, 12
Melzo Via Antonio Gramsci, 23
Monza
Via F. Cavallotti, 136
Via F. Cavallotti, 27
Novate Milanese Via G. Di Vittorio, 22
Paderno Dugnano
Via Erba, 36/38
Via Tripoli, 3
Paullo Piazza E. Berlinguer, 14
Pioltello Via Mantegna, 35
Rho Viale Europa, 190
Trezzano Rosa Piazza San Gottardo, 14
Trezzo sull’Adda Via Bazzoni
Vimercate Via Giuseppe Mazzini, 72
Sant’Ambrogio Valpolicella
Via Giacomo Matteotti, 2
Sona Via XXVI Aprile, 19 (Fraz. Lugagnano)
Villafranca di Verona Via della Pace, 58
Provincia di Vicenza
Vicenza
Viale San Lazzaro, 179
Via IV Novembre, 60
Bassano del Grappa Viale San Pio X 85
Montecchio Maggiore Via Madonnetta
Schio Via Battaglion Val Leogra, 6
Provincia di Venezia
Venezia San Polo, 2033
Mestre Piazza XXVII Ottobre, 29
Mira Via Nazionale, 193
Provincia di Treviso
Lecco Piazza Alessandro Manzoni, 16
Merate Via Alessandro Manzoni, 56
Treviso Piazza Vittoria, 14
Castelfranco Veneto Via Forche, 2
Conegliano Via XI Febbraio, 1
Montebelluna Via Dante Alighieri
Oderzo Via degli Alpini, 30/32
Quinto Di Treviso Via Contea, 33
Resana Via Martiri della Libertà, 40/1
Provincia di Padova
Provincia di Lecco
Cremona
Viale Po, 33/35
Piazza Risorgimento, 9
Via Mantova, 41
Casalmaggiore Via Porzio (ang.Via Nino Bixio)
Provincia di Como
Como Via Gallio - ang. Via Bossi
Cantù Largo Adua, 11
Lomazzo Via Monte Generoso, 11
Mariano Comense Viale Lombardia, 54-54/a
Olgiate Comasco Via Roma, 75
Bergamo
Via Palma il Vecchio, 113
Via Tremana, 13
Via Camozzi, 101
Via Don Luigi Palazzolo, 89
Albano Sant’Alessandro Via Tonale, 29
Alzano Lombardo Via Roma, 31
Brembate Sopra Via B. Locatelli ang. Via Sorte
Cologno al Serio Via San Martino, 2
Grumello del Monte Via Roma, 63
Medolago Via Europa, 19/b
Seriate Via Paderno, 25
Trescore Balneario Via Lorenzo Lotto, 6/a
Treviolo Piazza Mons. Benedetti, 10
VENETO
Provincia di Verona
Verona
Largo Caldera, 13
Via XXIV Maggio, 16
Via Albere, 18
Via Murari Brà, 12/b
Via Emilio Salgari, 9
Via Campagnol di Tombetta, 30
Bussolengo Via Verona, 43
Caldiero Via Strà, 114-114/a
Castel d’Azzano Via Mascagni, 51
Grezzana Viale Europa, 13
Isola della Scala Via Spaziani, 19
Monteforte d’Alpone Viale Europa, 30
Negrar Via Strada Nuova, 17 (Fraz. S. Maria)
Peschiera del Garda Via Venezia, 4
San Bonifacio Via Camporosolo,16
San Giovanni Lupatoto Via Garofoli, 1 ang. Via Cà dei Sordi
824
Padova Via N. Tommaseo
ang. via Codalunga
Camposampiero Piazza Castello, 43
Ponte San Nicolò Via Padre M. Kolbe, 1/A
Rubano Via C. Varotari, 1 (Fraz. Sarmeola)
TRENTINO ALTO ADIGE
Provincia di Trento
Pieve di Bono Via Roma, 28
Storo Via Campini, 3/a (Fraz. Lodrone)
PIEMONTE
Provincia di Torino
Torino C.so Inghilterra, 59/G
ang. C.so Francia
LIGURIA
Provincia di Genova
Genova Via alla Porta degli Archi, 2/4 r
LAZIO
Provincia di Viterbo
Viterbo
Corso Italia, 36
Via Saragat - ang. Via Polidori
Via Monte San Valentino
Via Carlo Cattaneo, 46/F
Via San Lorenzo, 56/58
Via Venezia Giulia, 20/22
Acquapendente Via del Rivo, 34
Bassano in Teverina Via Cesare Battisti, 116
Bolsena Via Antonio Gramsci, 28
Bomarzo Piazza B. Buozzi, 5
Canepina Via Giuseppe Mazzini, 61
Capodimonte Via Guglielmo Marconi, 84
Civita Castellana Via della Repubblica
Corchiano Via Roma, 45
Fabrica di Roma Viale degli Eroi
Gradoli Piazza Vittorio Emanuele II, 10
Marta Via Laertina, 35/39
Montalto di Castro
Via Aurelia Tarquinia, 5/7
P.za delle mimose, 13 (Fraz. Pescia Romana)
Montefiascone Piazzale Roma
Monterosi Via Roma, 36
Orte Via Le Piane
Piansano Via Santa Lucia, 54
Ronciglione Corso Umberto I, 78
Soriano nel Cimino Piazza XX Settembre, 1/2
Tarquinia Piazzale Europa, 4
Tuscania Via Tarquinia
Vasanello Piazza della Repubblica, 55/56
Vetralla
Via Roma, 21/23
Via Cassia, 261 (Fraz. Cura)
Vignanello Via Vittorio Olivieri, 1/a
Vitorchiano Via Borgo Cavour, 10
Provincia di Roma
Roma
Via Ferdinando di Savoia, 8
Via Simone Martini, 5
Piazza Eschilo, 67
Via Bevagna, 58/60
Largo Colli Albani, 28
Via Vittorio Veneto, 108/B - Via Emilia
Via Fabio Massimo, 15/17
Via Crescenzio Conte di Sabina, 23
Via Portuense, 718
Via Fucini, 56
Via Boccea, 211/221
Via Camillo Sabatini, 165
Via Val Pellice, 22
Via Ugo Ojetti, 398
Via Aurelia, 701/709
Via A. Pollio, 50 (c/o c.comm. Casalbertone)
Viale Guglielmo Marconi, 3/5
Piazza San Silvestro, 6
Piazza dei Tribuni, 58
Via Appio Claudio, 336
Provincia di Latina
Latina
Via Isonzo, 3
Via della Stazione, 187
FRIULI VENEZIA GIULIA
Provincia di Udine
Udine Via F. di Toppo, 87
Ampezzo Piazzale ai Caduti, 3
Arta Terme Via Roma, 2/c
Magnano in Riviera Piazza F. Urli, 40
Majano Piazza Italia, 26
Paularo Piazza Nascimbeni, 5
Prato Carnico Via Pieria, 91/d
Sutrio Piazza XXII Luglio 1944, 13
Tolmezzo Piazza XX Settembre, 2
Provincia di Pordenone
Pordenone Via Santa Caterina, 4
Fiume Veneto Via Piave, 1 (Fraz . Bannia)
Prata di Pordenone Via Cesare Battisti, 1
EMILIA ROMAGNA
Provincia di Parma
Parma
Via Emilia est, 17
Via Repubblica, 32
LUSSEMBURGO
Boulevard du Prince Henri, 47
www.bpci.it
LOMBARDIA
Provincia di Milano
Milano
Via della Moscova, 33
Via Astesani, 16
Via Salasco, 31
Via Bocchetto, 13
Via Borgogna, 2/4
Via Buonarroti, 22
Via Boccaccio, 2
Via Canonica, 54
Viale Coni Zugna, 71
Corso Lodi, 111
Piazzale de Agostini, 8
Via Carlo Dolci, 1
Piazza Firenze, 14
Largo Gelsomini, 12
Via Gentilino, 4
Via G.B. Grassi, 89
Via Gian Galeazzo - ang. Via Aurispa
Corso Indipendenza, 14
Via La Spezia, 1
Viale Lombardia, 14/16
Corso Magenta, 87 - Porta Vercellina
Viale Marche, 56
Piazzale Nigra, 1
Via Olona, 11
Via Padova, 21
Via Padova, 97
Via Pergolesi, 25
Viale Piave, 15
Piazzale Piola, 8
Corso di Porta Romana, 63
Corso di Porta Ticinese, 1
Via Rosellini, 2
Via Sanzio, 22
Via Eugenio Pellini, 1 - ang. Via Cagliero
Via Secchi, 2 - ang. P.za S. Francesca Romana
Via Vitruvio, 38 - Via Settembrini
Via Solari, 19
Via Solari, 3
Via Spartaco, 12
Viale Corsica, 55
Via Pindemonte, 2
Viale Romagna, 14
Via Tucidide, 56 (c/o Liquigas Spa)
Largo Zandonai, 3
Arcore Via Casati, 45
Assago Milanofiori
Palazzo Wtc Viale Milanofiori
Bollate Via Giacomo Matteotti, 16
Bresso Via Roma, 16
Brugherio Via de Gasperi, 58/62/64
Canegrate Via Manzoni, 48/A
Cassina de' Pecchi Via Matteotti, 2/4
Cesano Maderno Via Conciliazione, 29
(Fraz. Binzago)
Cinisello Balsamo Via Libertà, 68 - P.za Turati
Cologno Monzese
Via Indipendenza, 32 - ang. P.zza Castello
Corbetta Corso Garibaldi, 14
Cornaredo Piazza Libertà, 62
Cornate d’Adda
Via Circonvallazione, 10/12/14
Via Silvio Pellico, 10 (Fraz. Colnago)
Corsico
Via Cavour, 45
Viale Liberazione, 26/28
Garbagnate Milanese Via Milano, 110/112
Giussano Via IV Novembre, 80 (Fraz. Brugazzo)
Gorgonzola P.zza Cagnola Vicolo Corridoni
Lainate Via Garzoli, 17
Legnano
Corso Sempione, 221
Via Novara, 8
Limbiate Via dei Mille, 32
Lissone
Via Cappuccina, 22
Via San Carlo, 4
Melzo Piazza Repubblica, 10
Monza
Via Manzoni, 22/30
Via Carlo Rota, 50
825
Viale G.B. Stucchi, 110
(c/o Roche Boehringer Spa)
Opera Via Diaz, 2
Paderno Dugnano Via Rotondi, 13/A
Parabiago Via S. Maria, 22
Peschiera Borromeo Viale Liberazione, 41
Rho
Corso Europa, 209
Via Meda, 47
Rozzano
Viale Lombardia, 17
Piazza Berlinguer, 6 (Fraz. Ponte Sesto)
S. Giuliano Milanese
Via Fratelli Cervi, 31
Via Risorgimento, 3
Via S. Pellico, 9 (Fraz. Sesto Ulteriano)
Segrate Piazza della Chiesa, 4
Senago Piazza Matteotti, 10/A
Seregno
Via Medici da Seregno, 29/31
Corso Matteotti, 64
Sesto San Giovanni Viale Casiraghi, 40
Settimo Milanese Piazza della Resistenza, 8
Trezzano sul Naviglio
Viale C. Colombo, 1
Via Leonardo da Vinci, 1 (c/o H3G Spa)
Vedano al Lambro Largo della Repubblica, 7
Bergamo Viale Vittorio Emanuele II, 2
Brescia Via Vittorio Emanuele II, 60
Provincia di Como
Como
Via Cattaneo, 3
Via Aldo Moro, 46/48
Casnate S.S. dei Giovi, 5
Cermenate Via Matteotti, 29/31
Erba Via Mazzini, 12
Lurate Caccivio Via Varesina, 88
Olgiate Comasco Via Roma, 39
Cremona Via Giordano, 9/21- ang. Via del Sale
Provincia di Lecco
Lecco Via Amendola, 6
Bulciago Via Don Canali, 33/35
Provincia di Lodi
Lodi Via Incoronata, 12
Codogno Via Vittorio Emanuele II, 35
Lodi Vecchio Piazza Vittorio Emanuele, 48
S. Angelo Lodigiano Piazza Libertà, 10
Mantova Via Bertani, 22/24
Provincia di Pavia
Pavia
Via Montebello della Battaglia, 2
Piazza Duomo, 13/14
Broni Piazza Vittorio Veneto, 52
Casteggio Piazza Cavour, 27
Mortara Piazza Martiri della Libertà
Rosasco Via Roma, 4
Torrevecchia Pia Via Molino, 9
Vigevano
Via Dante, 39
Via Madonna degli Angeli, 1
Corso Genova, 95
Via de Amicis, 5
Provincia di Varese
Varese
Piazza Battistero, 2
Viale Borri, 106
Via Griffi, 6
Via S. Sanvito, 55
Angera Via M. Greppi, 33
Besozzo Via XXV Aprile, 24
Biandronno Piazza Cavour, snc
Bisuschio Via Mazzini, 28
Busto Arsizio
Viale Cadorna, 4 - Via Cattaneo, 9
Via Foscolo, 10
Cantello Via Turconi, 1
Cardano al Campo Via A. Gramsci, 89
Cassano Magnago Via Aldo Moro, 6
Castellanza
Piazza Soldini (c/o Libero Istituto
Universitario Carlo Cattaneo)
Castiglione Olona Via Cesare Battisti, 58
Castronno Via Roma, 51
Cavaria con Premezzo
Via Scipione Ronchetti, 1318
Cittiglio Via Valcuvia, 19
Comerio Via al Lago, 2
Cunardo Via Luinese, 1/A
Cuveglio Via Battaglia di S. Martino, 50
Gallarate
Piazzale Europa, 2
Via Verdi, 1
Gavirate Via IV Novembre, 21
Germignaga Piazza XX Settembre, 51
Laveno Ponte Tresa Piazza A. Gramsci, 8
(Fraz. Ponte Tresa)
Leggiuno Via Bernardoni, 9
Lonate Pozzolo Via Cavour, 1
Luino
Via Piero Chiara, 7
Via Forlanini, 6
Maccagno Viale Garibaldi, 13
Marchirolo Strada Statale 233, 27
Monvalle Piazza Marconi, 1
Porto Ceresio Via Roma, 2
Porto Valtravaglia Piazza Imbarcadero, 17
Saronno
Piazza Borella, 4
Via San Giuseppe, 29
Sesto Calende Piazza Cesare Abba, 1
Tradate Corso Bernacchi, 95
Travedona Monate Via Roma, 1
EMILIA ROMAGNA
Provincia di Bologna
Bologna
Viale della Repubblica, 25/31
Via Murri, 77
Piazza Malpighi, 16
Imola Piazza Caduti, 5/6
San Giovanni in Persiceto
Corso Italia, 137/139
San Lazzaro di Savena Via Emilia, 208/210
Provincia di Modena
Modena
Viale Trento e Trieste - ang. Via Emilia Est
Carpi Via Peruzzi, 6 - ang. Via Manicardi
Formigine Via Grazia Deledda, 26
Sassuolo Viale Crispi, 24
Provincia di Parma
Parma
Via San Leonardo, 4
Via della Repubblica, 6
Langhirano Via Roma, 25 - Via Ferrari, 17
Provincia di Piacenza
Piacenza
Via Verdi, 48
Piazzale Velleia, 1
www.brebanca.it
Provincia di Reggio Emilia
Reggio Emilia
V.le Monte Grappa, 4/1 - ang. V.le dei Mille
Correggio Via Asioli, 7/A
Rubiera Viale della Resistenza, 7/A
PIEMONTE
Casale Monferrato Piazza San Francesco, 10
Valenza Via Dante, 68
Provincia di Asti
Asti Piazza 1° Maggio, 8 - ang. Via Rossi
Provincia di Biella
Biella Via XX Settembre, 10
Cossato Via Lamarmora, 9
Provincia di Novara
Novara Corso della Vittoria, 1
Arona Corso Liberazione, 39
Borgomanero P.za Martiri della Libertà, 21/23/25
Provincia di Torino
Torino Via Buozzi, 10
Provincia di Verbania
Verbania Piazza Matteotti, 18 (Fraz. Intra)
Cannobio Via Umberto I, 2
Ghiffa Corso Belvedere, 153
Provincia di Vercelli
Borgosesia Viale Duca d’Aosta, 21
LAZIO
Provincia di Roma
Roma
Corso Vittorio Emanuele II, 25/27
Via Baldovinetti, 92/94
Via Boccea 51, a/b/c
Viale dei Colli Portuensi, 298/302
Via F.S. Nitti, 73/75/77
Via Norcia, 1/3
Via Guidubaldo del Monte, 13/15
Viale delle Provincie, 34/46
Via Nizza, 71
Viale Trastevere, 22
Via Sestio Calvino, 57
Via Tiburtina, 544/546 - ang. Via Galla Placidia
Largo Trionfale, 11/12/13/14
Via Cerveteri, 30
Piazza Vescovio, 3 - 3/a - 3/b
- ang. Via Poggio Moiano, 1
Via dei Castani,133
Via delle Azzorre, 288 (Fraz. Ostia)
Via Nomentana, 669/675
Via XX Settembre, 45 - ang. Servio Tullio
VENETO
Provincia di Padova
Noventa Padovana
Via Giovanni XXIII, 2 - ang. Via Risorgimento
Provincia di Verona
Verona
Piazza Simoni, 14
Via Caserma Ospital Vecchio, 4/c
TOSCANA
Provincia di Firenze
Firenze Corso dei Tintori, 10/12/14/16R
826
VALLE D'AOSTA
Aosta Via Xavier de Maistre, 8
PIEMONTE
Alessandria
Via Dante - ang. Via C. Lamarmora
P.zza G. Marconi - angolo Via Merula
Arquata Scrivia Via Libarna, 56
Borghetto Borbera Via San Michele, 2
Brignano - Frascata Via Roma, 44
Cabella Ligure Piazza della Vittoria, 7
Casale Monferrato Via Aurelio Saffi, 73
Casalnoceto Piazza Martiri della Libertà, 10
Castelnuovo Scrivia Via Solferino, 11
Garbagna Via Roma, 21
Isola Sant’Antonio
Piazza del Peso - ang. Via C. Cavour
Monleale Corso Roma, 41/43
Novi Ligure Corso Marenco, 141
Pontecurone Piazza Giacomo Matteotti, 5
Pozzolo Formigaro Via Roma, 31
Rocchetta Ligure Piazza Regina Margherita
Sale Piazza Giuseppe Garibaldi, 8
Sarezzano Piazza L. Sarzano, 4
Silvano d’Orba Via Cesare Battisti, 32
Stazzano Via Fossati, 2/a
Tortona
Piazza Duomo, 13
Corso Don Orione, 46
Via Emilia, 422
Strada Prov. per Pozzolo, 22
(Fraz. Rivalta Scrivia)
Corso della Repubblica, 2/d
Via Sacro Cuore (centro comm. Oasi)
Valenza Via Lega Lombarda
- ang. Via Cavallotti
Vignole Borbera Via Alessandro Manzoni, 8
Villalvernia Via Carbone, 69
Villaromagnano Via della Chiesa
Provincia di Asti
Asti C.so Vittorio Alfieri, 137
Nizza Monferrato Piazza G. Garibaldi, 70
Provincia di Cuneo
Cuneo
Piazza Europa, 1
Via Luigi Gallo, 1
Via Roma, 13/b
Via della Battaglia, 15
(Fraz. Madonna dell’Olmo)
Corso Nizza, 57/a
Corso Antonio Gramsci, 1
Via Savona, 8 - ang. Via Bisalta
Via A. Carle, 2 (Fraz. Confreria)
P.zale Repubblica (Fraz. Castagnaretta)
Via Michele Coppino, 16 (c/o Ospedale)
Via Margarita, 8
(c/o c. comm. Auchan Tetto Garetto)
Alba
Via Teobaldo Calissano, 9
Viale Giovanni Vico, 5
Corso Piave, 74
Corso Langhe, 66/B - Borgo Moretta
Corso Cavour, 14
Via G. Garibaldi, 180 (Fraz. Gallo d'Alba)
Corso Canale, 98/1 (Fraz. Mussotto)
Bagnasco Via Roma, 3
Bagnolo Piemonte
Via Cavalieri di Vittorio Veneto, 12
Barbaresco Via Torino, 16
Barge Viale Giuseppe Mazzini, 1
Barolo Via Roma, 53
Bastia Mondovì Piazza IV Novembre, 3
Beinette Via Vittorio Veneto, 4
Bernezzo Via A. Moro, 2 (Fraz. S.Rocco)
Borgo San Dalmazzo
Piazza Liberazione, 8/10
Via Po, 41/43
Bossolasco Corso Della Valle, 29
Boves Piazza dell’Olmo, 2
Bra
Via Giuseppe Verdi, 10
Via Don Orione, 85 (Fraz. Bandito)
Brossasco Via Roma, 11/a
Busca Piazza Savoia, 9
Canale Via Roma, 72
Caraglio Piazza Madre Teresa, 8
Carrù P.za V. Veneto, 2 - ang. Via Benevagienna
Casteldelfino Via Circonvallazione, 5
Castelletto Stura Via Guglielmo Marconi, 6
Castellinaldo Via Roma, 56
Castiglione Tinella Via Circonvallazione, 12
Castino Via XX Settembre, 1
Centallo Piazza Vittorio Emanuele II, 17
Ceva Via Roma, 40
Cherasco Via Vittorio Emanuele II, 34
Chiusa di Pesio Via Roma, 5
Corneliano d'Alba Piazza Cottolengo, 42
Cortemilia Piazza Castello, 1
Costigliole Saluzzo Via Vittorio Veneto, 94
Cravanzana Via XX Settembre, 1
Crissolo Via Umberto I, 39
Demonte Via Martiri e Caduti della Libertà, 1
Dogliani Via Divisione Cuneense, 1
Dronero
Piazza San Sebastiano, 7
Viale della Stazione, 10
Entracque Via della Resistenza, 5
Farigliano Piazza San Giovanni, 7
Fossano Via Roma, 3
Frabosa Soprana Piazza Guglielmo Marconi, 1
Frabosa Sottana
Via Galassia, 61 (Fraz. Prato Nevoso)
Via IV Novembre, 30
Gaiola Via Barale, 16
Garessio Corso Statuto, 15
Genola Via Roma, 32
Govone Piazza Vittorio Emanuele II, 9
Lagnasco Via Roma, 30
La Morra Via Umberto I, 28
Lesegno Via Roma, 23
Limone Piemonte Via Roma, 62
Magliano Alfieri
Via IV Novembre, 54/a (Fraz. S. Antonio)
Magliano Alpi Via Langhe, 158
Mango Piazza XX Settembre, 6
Monastero Vasco Via Variante, 3
Monchiero Via Borgonuovo, B/15-1
Mondovì
Piazza G. Mellano, 6
Corso Europa, 23
Piazza Maggiore, 8
Piazzale Ellero, 20
Monesiglio Via Roma, 4
Monforte d'Alba Via Giuseppe Garibaldi, 4
Montà Piazza Vittorio Veneto, 31
Montanera Via G. Marconi, 4
Monticello d'Alba
Piazza Martiri della Libertà, 2 (Fraz. Borgo)
Moretta Via Torino, 73/bis
Morozzo Via Guglielmo Marconi, 78
Murazzano Via L. Bruno, 6
Murello Via Caduti Murellesi, 39
Narzole Via Pace, 2
Neive Piazza della Libertà, 2
Neviglie Via Umberto I, 14
Niella Belbo Piazza Mercato, 12/b
Paesana Via Po, 41
Pagno Via Roma, 1
Peveragno Piazza P. Toselli, 1
Piasco Piazza Martiri della Liberazione, 7
Piobesi d'Alba Piazza San Pietro, 12
Pradleves Via IV Novembre, 108
Priocca Via Umberto I, 65
Racconigi Piazza Roma, 8
Revello Via Saluzzo, 80
Rifreddo Piazza della Vittoria, 4
Robilante Via Umberto I, 22
Roccavione Piazza Biagioni, 27
Rodello Piazza Vittorio Emanuele II, 2
Rossana Via Mazzini, 1
Saliceto Piazza C. Giusta, 1
Saluzzo Corso Italia, 57
Sampeyre Via Vittorio Emanuele II, 22
San Damiano Macra Via Roma, 15
San Michele Mondovì Via Nielli, 15/a
Sanfront Corso Guglielmo Marconi, 14
Santo Stefano Belbo Corso Piave, 82
Savigliano Piazza Schiapparelli, 10
Scarnafigi Piazza Vittorio Emanuele II, 14
Sommariva del Bosco
Via Donatori del Sangue, 11/b
Tarantasca Via Carletto Michelis, 3
Torre San Giorgio Via Maestra, 17
Valdieri Corso Caduti in Guerra, 13
Valgrana Via Caraglio, 9
Verduno Piazza Castello, 3
Vernante Piazza de l’Ala, 4
Verzuolo Piazza Martiri della Libertà, 13
Vicoforte Via di Gariboggio, 43
Villafalletto Via Vittorio Veneto, 24
Villanova Mondovì Via Roma, 33/a
Vinadio Via Roma, 11
Provincia di Novara
Novara
Largo Don Luigi Minzoni, 5
Via Canobio, 10
Gozzano Via XXV Aprile, 127/129
Romentino Via dei Conti Caccia, 1
Provincia di Vercelli
Vercelli Piazza Cavour, 23
Borgosesia Via Sesone, 36
Provincia di Torino
Torino
Corso Dante, 57/b
Corso Vittorio Emanuele II, 107
Corso Vercelli, 81/b
Corso Unione Sovietica, 503
Via Gobetti, 1/a
Piazza Gran Madre di Dio, 2
Via Madama Cristina, 30 - ang. Lombroso
Bibiana Via C. Cavour, 25
Bricherasio Piazza Castelvecchio, 17
Pinerolo Via Savoia - ang. Via Trieste
Rivoli Via Rombò, 25/e
LOMBARDIA
Bergamo
Via Brigata Lupi, 2
Largo Rezzara - Piazza Pontida, 3
Brescia Piazza della Loggia, 3
827
Provincia di Como
Como Viale Giulio Cesare, 26/28
Cremona
Piazza Stradivari, 19
Via Mantova, 137
Castelleone Via Roma, 69
Crema Viale Repubblica, 79
Soncino Largo Manzella
Provincia di Lecco
Lecco Via Resinelli, 2
Provincia di Lodi
Lodi Via Fissiraga, 18/20
Codogno Via Roma, 11
Mantova
Viale Divisione Acqui, 14
Piazza Guglielmo Marconi, 7
Provincia di Milano
Milano
Via Bignami, 1 (c/o C.T.O.)
Via Macedonio Melloni, 52 (c/o I.O.P.M.)
Via della Commenda, 12 (c/o Istituti Clinici)
Corso Porta Nuova, 23
(c/o Ospedale Fatebenefratelli)
Via Francesco Sforza, 35 (c/o Osp. Maggiore)
Piazza Ospedale Maggiore, 3 (c/o Niguarda)
Via Pio II, 3 (c/o Ospedale San Carlo)
Via Castelvetro, 32 (c/o Ospedale Buzzi)
Via Trivulzio, 15 (c/o Pio Albergo)
Corso Italia, 17
Via Lomellina, 50
Via Pisanello, 2
Corso Lodi, 78
Piazza Gasparri, 4
Via Panizzi, 15
Via dei Missaglia - angolo Via Boifava
Viale Monza, 325
Corso Cristoforo Colombo, 10
Piazza Santa Francesca Romana, 3
Via Meda, angolo Via Brunacci, 13
Largo d’Ancona, 1
Corso XXII Marzo, 22
Via Fabio Filzi, 23
Via Ampère, 15
Piazzale Lagosta, 6
Via Padova, 175
Viale Certosa, 94
Viale Certosa, 138
Via Monte di Pietà, 7
Via G.B. Grassi, 74 (c/o Ospedale Luigi Sacco)
Abbiategrasso Piazza Camillo Golgi, 26
Binasco Largo Bellini, 16
Carugate Via Toscana, 10
Cinisello Balsamo
Viale Umbria, 4
Via Massimo Gorki, 50 (c/o Ospedale Bassini)
Melegnano Via Cesare Battisti, 37/a
Monza Piazza Duomo, 5
Pregnana Milanese Via Roma, 46
Rozzano Via Torino, 85
Trezzo sull’Adda Piazza Libertà, 1
Vimodrone Strada Padana Superiore, 287
Vittuone Via Villoresi, 67
Provincia di Varese
Varese
Via Magenta, 3
Viale Luigi Borri, 146
Viale Milano, 20
Induno Olona Via Porro, 28
Provincia di Pavia
Pavia
Corso Strada Nuova, 61/c
Viale Matteotti, 63
(c/o Istituzioni Assistenziali Riunite)
Via dei Mille, 7
Viale Ludovico il Moro, 51/b
Via Taramelli, 20
Via Pavesi, 2
Corso Alessandro Manzoni, 17
Piazzale Gaffurio, 9
Via San Pietro in Verzolo, 4
Via Ferrata, 1 (c/o Università)
Albuzzano Via Giuseppe Mazzini, 92/94
Belgioioso Via Ugo Dozzio, 15
Borgarello Via Principale, 3
Brallo di Pregola Piazza del Municipio, 12
Casei Gerola Piazza Meardi, 9
Casorate Primo
Via S. Agostino, 1 - ang. P.zza Contardi
Cassolnovo Via Lavatelli, 16/20
Casteggio Viale Giuseppe Maria Giulietti, 10
Garlasco Corso C. Cavour, 55
Giussago Via Roma, 38
Godiasco
Piazza Mercato, 19
Viale delle Terme, 44 (Fraz. Salice Terme)
Landriano Via Milano, 40
Linarolo Via Felice Cavallotti, 5
Magherno Via Roma, 255
Marcignago Via Umberto I, 46
Montebello della Battaglia
Piazza Carlo Barbieri “Ciro”, 1
Mortara Piazza Silvabella, 33
Pinarolo Po Via Agostino Depretis, 84
Portalbera Via Mazzini, 1 (c/o Comune)
Robbio Piazza Libertà, 8
San Martino Siccomario Via Roma, 23
Sannazzaro de’ Burgondi Viale Libertà 3/5
Siziano Via Roma, 22
Stradella Via Trento, 85
Travacò Siccomario Piazzale Europa, 1
Valle Lomellina Piazza Corte Granda, 4
Varzi Via Pietro Mazza, 52
Vigevano
Via Decembrio, 27
Piazza Alessandro Volta, 7
Vistarino Via Vivente, 27/a
Voghera
Via Giacomo Matteotti, 33
Via Sant’Ambrogio, 17
EMILIA ROMAGNA
Provincia di Parma
Parma Via Tanara, 20/c
Colorno Via San Rocco, 34
Fidenza Piazza G. Garibaldi, 41
Provincia di Piacenza
Piacenza
Via Sopramuro, 15
Via Manfredi, 7
Via Cristoforo Colombo, 19
Caorso Via Roma, 6/a
Carpaneto Piacentino Via G. Rossi, 42
Gragnano Trebbiense Via Roma, 52
Ponte dell’Olio Via Vittorio Veneto, 75
San Nicolò a Trebbia
Via Emilia Est, 48 (Fraz. Rottofreno)
FRANCIA
Nizza Avenue de Suède, 5
Mentone Avenue de Verdun, 21
www.bpa.it
MARCHE
Provincia di Ancona
Ancona
Corso Stamira, 14
Piazza Carlo e Nello Rosselli
Viale C. Colombo, 56
Via Brecce Bianche, 68/I
Via della Loggia, 3 - ang. Via degli Aranci
Via Trieste, 59/B
Via Umani
Agugliano Contrada Gavone, 2/B (c/o Socopad)
Belvedere Ostrense Via Brutti, 7
Castelfidardo Via C. Battisti, 5
Chiaravalle Via della Repubblica, 83
Cupramontana Piazza Cavour, 11
Fabriano
Piazza Miliani, 16
Via Corsi, 3
Falconara
Via IV Novembre, 8
Via Flaminia, 396 (Fraz. Palombina Vecchia)
Jesi
Corso Matteotti, 1
Via San Giuseppe, 38
Piazza Ricci, 4
Piazza Vesalio, 5
Via Gallodoro, 73
Via Leone XIII (c/o New Holland Fiat Spa)
Jesi Zipa Viale dell’Industria, 5
Loreto Via Bramante
Maiolati Spontini
Via Risorgimento, 52 (Fraz. Moie)
Montemarciano
Piazza Magellano, 15 (Fraz. Marina)
Monterado
Via 8 Marzo, 7 (Fraz. Ponte Rio)
Morro d'Alba Via Morganti, 56
Numana Piazza del Santuario, 22
Offagna Via dell’Arengo, 38
Osimo
Piazza del Comune, 4
Via Marco Polo, 15
Via Ticino, 1 (Fraz. Padiglione)
Ostra Pianello Via Arceviese, 55
Rosora Via Roma, 132 (Fraz. Angeli)
Santa Maria Nuova
Via Risorgimento, 68 (Fraz. Collina)
Sassoferrato Piazza Bartolo, 17
Senigallia
Corso 2 Giugno, 76
Via R. Sanzio, 288 (Fraz. Cesano)
c/o centro commerciale “Il Maestrale”
(Fraz. Cesano)
Serra de' Conti Piazza Leopardi, 2
Provincia di Ascoli Piceno
Ascoli Piceno
Viale Indipendenza, 42
Via D. Angelini, 118
Castel di Lama Via Salaria, 356
Falerone
Piazza della Concordia, 4
Viale della Resistenza, 168 Y (Fraz. Piane)
Fermo
Contrada Campiglione, 20
Via Dante Zeppilli, 56
Grottammare Via Montegrappa, 12
828
Massa Fermana Via Ada Natali, 5
Montappone Piazza Roma, 3
Montegranaro Via Fermana Nord
Monte Urano Via Papa Giovanni XXIII, 37
Petritoli Contrada S. Antonio, 217 (Fraz. Valmir)
Porto S. Giorgio Via Tasso
Porto Sant’Elpidio Via Mazzini, 115
San Benedetto del Tronto
Piazza Matteotti, 6
Piazza Setti Carraro (Fraz. Porto d’Ascoli)
Sant’Elpidio a Mare Viale Roma, 1
Provincia di Macerata
Macerata
Viale Don Bosco
Corso Cavour, 34
Piazza Cesare Battisti, 8
Via Bramante, 103 (Fraz. Piediripa)
Appignano Via Borgo S. Croce, 7
Camerino Piazza Caio Mario, 5
Castelraimondo Piazza della Repubblica, s.n.c.
Civitanova Marche
Corso Umberto I, 16
Via Silvio Pellico, 143 (Fraz. S. M. Apparente)
Corridonia Piazzale della Vittoria, 1
Loro Piceno Piazzale G. Leopardi, 8
Matelica Viale Martiri della Libertà, 31
Monte San Giusto Via Verdi, 11
Monte San Martino Via Roma, 32
Pollenza Via V. Cento, 6 (Casette Verdini)
Porto Recanati Piazza del Borgo, s.n.c.
Potenza Picena
Piazza Douhet, 23 (Fraz. Porto)
Via Marefoschi, 1
Recanati Via Cesare Battisti, 20
San Ginesio Piazza Gentili, 31
San Severino Marche Viale Europa
Sarnano Piazza della Libertà, 76
Tolentino Piazza dell’Unità
Treia Corso Garibaldi, 110 (Fraz. Passo Treia)
Provincia di Pesaro - Urbino
Pesaro
Piazzale Garibaldi, 22
Strada Statale Adriatica, 18
Via Antonio Fratti, 23
Via Strada delle Marche 58/60
(c/o Confcommercio)
Urbino
Viale Comandino
Borgo Mercantale, 24
Acqualagna Via Flaminia, 79
Carpegna Via R. Sanzio, 12
Colbordolo Via Nazionale, 143
(Fraz. Morciola)
Fano
Via C. Pisacane, 2
Via dell’Abbazia, s.n.c.
Fossombrone
Piazza Dante, 24
Via delle Mura, 11 (Fraz. Isola di Fano)
Lunano Corso Roma, 79
Macerata Feltria Via Antini, 22
Montecopiolo
Via Montefeltresca, 37 (Fraz. Villagrande)
Montelabbate
Via Provinciale, 169 (Fraz. Osteria Nuova)
Novafeltria
Piazza Vittorio Emanuele, 1
Piazza Cappelli, 1 (Fraz. Secchiano)
Pennabilli
Via Marecchiese, 76/B (Fraz. Ponte Messa)
Piobbico Via Roma, 10/12
San Leo Via Montefeltro, 24
Sant’Agata Feltria
Via Vittorio Emanuele II, 1
Sant’Angelo in Vado Via Rimembranze, 31
Sassofeltrio Via Risorgimento, 9 (Fraz. Fratte)
Urbania Via Roma, 24
EMILIA ROMAGNA
Provincia di Forlì - Cesena
Forlì
Via Lazzaretto, 11/19
Viale Vittorio Veneto, 7D/7E
Cesena Via Piave, 27
Cesenatico Viale Roma, 55
Forlimpopoli Viale Giacomo Matteotti, 37
Provincia di Ravenna
Ravenna Piazza Baracca, 22
Cervia Via G. Di Vittorio, 39
Provincia di Rimini
Rimini
Via Caduti di Marzabotto, 6
Via Flaminia, 175
Via Gambalunga, 73
Via Luigi Poletti, 28
Bellaria - Igea Marina Via Uso, 25/c
Cattolica Via Fiume, 37
Misano Adriatico Viale Repubblica, 67
Riccione Viale Ceccarini, 207
Santarcangelo di Romagna Via Braschi, 36
CAMPANIA
Provincia di Avellino
Avellino
Via Dante Alighieri, 20/24
Montoro Inferiore Via Nazionale, 161/167
Provincia di Benevento
Benevento
Via Delcogliano, 29
Piazza Risorgimento, 11/12
Buonalbergo Viale Resistenza, 3
San Giorgio la Molara Via S. Ignazio, 7/9
Telese Viale Minieri, 143
Provincia di Caserta
Caserta
Via C. Battisti, 42
Via Douhet, 2/A (c/o Scuola Aeron. Milit.)
Alvignano Corso Umberto I, 287
Aversa Via Salvo D’Acquisto
Marcianise
Strada Statale 87 Sannitica
Strada Provinciale 22 (Oromare)
Piedimonte Matese Via Cesare Battisti
Pietramelara Piazza S. Rocco, 18
Pietravairano
Via Padre Cipriani Caruso, s.n.c.
Pignataro Maggiore Via Trento
Santa Maria Capua Vetere
Via Pezzella Parco Valentino
Succivo Via De Nicola - angolo Via Tinto
Teano Viale Italia
Vairano Patenora
Via della Libertà, 10 (Fraz. Vairano Scalo)
Via delle Rimembranze, 56
Vitulazio Via Rimembranze, 37
Provincia di Napoli
Napoli
Corso Amedeo di Savoia, 222
Via Mergellina, 33/34
Via dell’Epomeo, 427/431
Via Schipa, 101/103
Via Cesario Console, 3C
Via Crispi, 2 - ang. Piazza Amedeo
Piazza Vittoria, 7
Galleria Vanvitelli, 42
Piazza del Gesù Nuovo, 31
Via Santa Brigida, 36
Via Santa Brigida, 62/63
Via Santo Strato, 20/D
Piazza Garibaldi, 127
Via Salvator Rosa, 254/B - 255
Via Caravaggio, 52
Via Giovanni Manna, 11
Via Acton, 1 (c/o Marina Militare)
Città della Scienza - Via Coroglio, 156
Afragola Corso Garibaldi, 38
Bacoli Baia Via Lucullo, 32
Boscoreale Via Papa Giovanni XXIII, 16
Cardito Piazza S. Croce, 71
Casalnuovo di Napoli
Via Arcora Provinciale, 60
Casamicciola Terme Piazza Marina, 29
Cercola Via Domenico Ricciardi, 284/286
Forio d’Ischia Corso F. Regine, 24/25
Grumo Nevano Via Cirillo, 78
Ischia Porto Via A. de Luca, 113/115
Melito Via Roma, 33/43
Monte di Procida Corso Garibaldi, 20/22
Nola
Via San Massimo, 15
Piazza Giordano Bruno, 26/27
Pozzuoli
Corso Vittorio Emanuele, 60
Via Domiziana
(c/o Accademia Aeronautica)
Qualiano Via S. Maria a Cubito, 146
Quarto Via Campana, 286
San Giuseppe Vesuviano Via Astalonga, 1
Sant’Antimo Via Cardinale Verde, 31
Terzigno Via Diaz, 69
Torre del Greco Corso Vittorio Emanuele, 77/79
Volla Via Rossi, 94/100
LAZIO
Provincia di Roma
Roma
Via Nazionale, 256
Viale Buozzi, 78
Via Croce, 10
Via Cipro, 4/A
Via Gasperina, 248
Via Milano, 32/F
Piazza Mignanelli, 4
Via L. di Breme, 80
Via Prenestina Polense, 145 (Fraz. Castelverde)
Via Enrico Ortolani, s.n.c.
Albano Laziale Via Marconi, 7
Fonte Nuova Via Nomentana, 68
Guidonia Montecelio
Piazza Colleverde (Fraz. Colleverde)
Via Nazionale Tiburtina, 122 (Fraz. Villalba)
S.S. Tiburtina Km. 18,300 (Fraz. Setteville)
Via Roma, 26
Piazza B. Buozzi, 10
Lanuvio Piazza Carlo Fontana, 2
Marcellina Via Regina Elena, 35/C
Marino Piazzale degli Eroi, 4
Palombara Sabina Via Ungheria, 7
San Gregorio da Sassola Largo E. Tomei, 3
San Polo dei Cavalieri Via Roma, 12
Tivoli
Piazza S. Croce, 15
Via di Villa Adriana
829
Provincia di Frosinone
Frosinone Via Maria, 63
UMBRIA
Provincia di Perugia
Perugia
Via dei Filosofi, 36
Via Settevalli, 133
Via Deruta (Fraz. San Martino in Campo)
Via P. Soriano, 3
(Fraz. Sant’Andrea delle Fratte)
Bastia Umbra
Via Roma, 25 - angolo Via de Gasperi
Città di Castello Via Buozzi, 22
Collazzone Piazza Umberto I, 10
Deruta Via Tiberina, 184/186
Foligno Viale Arcamone
Fossato di Vico
Largo St. Ambroix (Fraz. Osteria del Gatto)
Giano dell'Umbria
Via Roma, 63 (Fraz. Bastardo)
Magione
Via della Palazzetta (località Bacanella)
Marsciano Via dei Partigiani, 12
Massa Martana Via Roma, 42
Montecastello di Vibio
Piazza Michelotta di Biordo, 10
Todi
Piazza del Popolo, 27
Via Tiberina, 64
Via Tiberina, 194 (Fraz. Pantalla)
Provincia di Terni
Terni Corso del Popolo, 13
Acquasparta Via Cesare Battisti, 5/D
Avigliano Umbro Corso Roma - ang. Via S. Maria
ABRUZZO
Provincia di Chieti
Atessa Via Piazzano, 70 (Fraz. Piazzano)
Francavilla al Mare Via della Rinascita, 2
Guardiagrele Via Orientale, 17
Lanciano Viale Rimembranze, 16
Sant’Eusanio del Sangro Corso Margherita
San Giovanni Teatino
Via Aldo Moro, 8 (Fraz. Sambuceto)
Vasto Via Giulio Cesare, 5
Provincia di Pescara
Pescara
Via Michelangelo, 2
Via Latina, 14
Via Nazionale Adriatica Nord, 126
Viale Marconi, 21
Viale Marconi, 263
Provincia di Teramo
Teramo Piazza Garibaldi, 143
Alba Adriatica Via Mazzini, 124
Giulianova Via Orsini, 28 (Fraz. Spiaggia)
Roseto degli Abruzzi Via Nazionale, 286
MOLISE
Provincia di Campobasso
Campobasso Via Umberto I
Bojano Corso Amatuzio, 86
Larino Via Jovine, 12
Termoli Via Abruzzi
Provincia di Isernia
Isernia Via Dante Alighieri, 25
Venafro Via Campania, 69
www.carime.it
CALABRIA
Provincia di Catanzaro
Catanzaro
Piazza Indipendenza, 44
Corso Mazzini, 177/179
Via Nazario Sauro, 17 (Fraz. Lido)
Via F. Massara, 2 (c/o Regione Calabria)
Chiaravalle Centrale Piazza Dante, 8
Girifalco Via Milano
Guardavalle Via Giordano, 4
Lamezia Terme
Corso Nicotera, 135
Via del Mare
Nocera Terinese Via Santa Caterina, 126/130
Sersale Via A. Greco
Soverato Corso Umberto I, 167/169
Soveria Mannelli Piazza dei Mille, 2
Squillace Vico Generale Pepe
Tiriolo Via Fratelli Bandiera
Provincia di Cosenza
Cosenza
Via Caloprese
Via XXIV Maggio, 45
Corso Mazzini, 117
Via F. Migliori (c/o Ospedale)
Via degli Stadi, 57/D2
Via dei Mille
Corso Telesio, 1
Acri Via Padula, 95
Aiello Calabro Via Luigi de Seta, 66/68
Altomonte Via Aldo Moro, 34
Amantea Via Elisabetta Noto, 1/3
Aprigliano Via Calvelli, 5
Belvedere Marittimo - Marina Via G. Grossi, 71
Bisignano Via Simone da Bisignano
Cariati Via S. Giovanni, 6
Carolei Via Rendano, 13
Cassano allo Jonio Corso Garibaldi, 30
Castrovillari Corso Garibaldi, 79/83
Cetraro - Marina Via Lucibello, 10/14
Corigliano Calabro - Scalo
Via Nazionale, 101/103
Corigliano Calabro Via Barnaba Abenante, 7
Crosia Via Nazionale, 74/80 (Fraz. Mirto)
Diamante Via Vittorio Emanuele, 77
Francavilla Marittima Via Provinciale, 1/3
Fuscaldo Via Maggiore Vaccari, 14
Grimaldi Via IV Novembre, 29
Lago Via P. Mazzotti, 10/12/14
Longobucco Via C. Colombo, 107
Lungro Via Skanderberg, 86
Luzzi Viale delle Rimembranze, 39
Montalto Uffugo
Corso Garibaldi, 25
Via Manzoni, 57 (Fraz. Taverna)
Morano Calabro Via Porto Alegre, 10
Mormanno Via San Biase, 1
Paola Via del Cannone, 34
Praia a Mare Via Telesio, 2
Rende
Piazza degli Eroi, 7
Via A. Volta, 15 (Fraz. Quattromiglia)
Viale Kennedy, 59/E (Fraz. Roges)
Rocca Imperiale Marina Via Taranto, 15
Roggiano Gravina Corso Umberto, 13
Rogliano Via Guarasci, 31
Rossano Via G. Rizzo, 14
Rossano - Scalo Via Nazionale, 9/15
San Demetrio Corone Via D. Alighieri, 10
San Giovanni in Fiore Via Gramsci
San Lucido Via Regina Elena, 64/72
San Marco Argentano
Via Duca degli Abruzzi, 56
San Sosti Via Verdi, 24
Saracena Via G. La Pira, 128/130
Scalea Via M. Bianchi, 2
Spezzano Albanese
Piazza della Repubblica, 5/1
Spezzano della Sila
Via Roma
Via del Turismo, 77 (Fraz. Camigliatello Silano)
Terranova da Sibari Via Vico II Margherita
Torano Castello Strada Provinciale Variante, 4
Trebisacce Via Lutri, 146
Provincia di Crotone
Crotone
Via Mario Nicoletta, 32
Via Cutro
Cirò Marina Via Mazzini, 17/19
Cotronei Via Laghi Silani, 40
Cutro Via Nazionale
Petilia Policastro Via Arringa, 178
Strongoli Corso Biagio Miraglia, 115
Provincia di Reggio Calabria
Reggio Calabria
Corso Garibaldi, 144
Viale Calabria, 197/199
Via Argine Destro Annunziata, 81
Bagnara Calabra
Corso Vittorio Emanuele II, 167
Bianco Via Vittoria, 52
Bovalino Via XXIV Maggio - ang. V. Sicilia
Bova Marina Via Maggiore Pugliatti, 2
Brancaleone Via Zelante
Cinquefrondi Via Roma, 24
Cittanova Via Roma, 44
Delianuova Via Umberto I, 277
Gioia Tauro Via Roma, 52 - ang. Via Duomo
Gioiosa Ionica Piazza Vittorio Veneto, 8/9
Laureana di Borrello Via IV Novembre, 9
Locri Via Garibaldi, 71
Mammola Via Zavaglia, 33
Marina di Gioiosa Ionica
Via Carlo Maria, 12/14
Melito di Porto Salvo Via Papa Giovanni XXIII
Molochio Piazza Umberto I, 1
Monasterace Marina
Via Nazionale Jonica, 113/114
Montebello Jonico Via Nazionale,111 (Fraz. Saline)
Palmi Via Roma, 44
Polistena Piazza Bellavista, 1
Rizziconi Via Capitolo, 13
Roccella Jonica Via XXV Aprile, 16
Rosarno Corso Garibaldi, 28
San Ferdinando Via Rosarno - ang. Via Bruno
Sant’Eufemia d’Aspromonte
Via Maggiore Cutrì, 10/A
Seminara Via Taureana, 21
Siderno C.so Garibaldi (Fraz. Marina)
Stilo Viale Roma
Taurianova Piazza Garibaldi, 17
Villa S. Giovanni Piazza Rosario, 43/47
Provincia di Vibo Valentia
Vibo Valentia
Viale Matteotti 23/25
Via Emilia, 8 (Fraz. Vibo Marina)
Corso Vittorio Emanuele III
Arena Piazza Generale Pagano, 1
Briatico Via Guido Rossa, 14/B
Mileto Via Cattolica, 50/B-C
830
Nicotera Via Luigi Razza, 1
Pizzo Calabro Via Marconi, 2
Rombiolo Piazza Italia
Serra San Bruno Via de Gasperi, 52
Soriano Calabro Via Giardinieri
Tropea Viale Stazione
PUGLIA
Provincia di Bari
Bari
Piazza Umberto I, 85 (Fraz. Carbonara)
Via Napoli, 53/55 (Fraz. Santo Spirito)
Via Bari, 27/C (Fraz. Torre a Mare)
Via Toma, 12
Viale Pio XII, 46-46/A
Viale de Blasio, 18
Corso Italia, 123
Via Pescara, 16
Via Lembo, 13/15
Via Melo, 151
Corso Mazzini, 138/B
Via Dalmazia, 223
Via Tridente, 40/42
Via M. Cristina di Savoia, 6/12
Via Calefati, 112
Acquaviva delle Fonti
Piazza Garibaldi, 49/52
Adelfia Via G. Marconi, 11/A
Altamura Via Maggio 1648, 22/B-22/C
Andria
Piazza Marconi, 6/10
Via Barletta, 137/139
Barletta
Piazza Caduti, 21
Largo delle Palme, 8
Bisceglie Piazza S. Giovanni Bosco, 4/5
Bitetto Piazza Immacolata, 22/24
Bitonto Piazza della Noce, 14
Bitritto Piazza Aldo Moro, 35
Canosa di Puglia Via Imbriani, 30/34
Capurso Via Torricelli, 23/25
Casamassima Corso Umberto I, 48
Castellana Grotte Piazza della Repubblica, 2
Corato V.le V. Veneto 160/166
- ang. Via Lega Lombarda
Gioia del Colle Corso Garibaldi, 55
Giovinazzo Via G. Gentile, 1
Gravina in Puglia Corso Vittorio Emanuele, 1
Grumo Appula Via G. d’Erasmo, 12
Modugno Piazza Garibaldi, 109
Mola di Bari Piazza degli Eroi, 31
Molfetta
Via Tenente Fiorini, 9
Corso Fornari, 163 A
Monopoli Via Marsala, 2
Noci Largo Garibaldi, 51
Noicattaro Corso Roma, 8/10/12
Polignano a Mare Piazza Aldo Moro, 1
Putignano Via Tripoli, 98
Rutigliano Piazza XX Settembre, 8
Ruvo di Puglia Via Monsignor Bruni, 14
Sannicandro di Bari Piazza IV Novembre, 15
Santeramo in Colle Via S. Lucia, 78
Terlizzi Via Gorizia, 86/D
Toritto Piazza Aldo Moro, 48
Trani Corso Italia, 17/B
Triggiano Via Carroccio, 5
Turi Via A. Orlandi, 15
Valenzano Via Aldo Moro
Provincia di Brindisi
Brindisi Corso Roma, 39
Ceglie Messapica Via Argentieri, 136
Cisternino Via Roma, 57
Erchie Via Grassi, 19
Fasano
Via Forcella, 66
Via Nazionale, 45 (Fraz. Pezze di Greco)
Via Teano, 37 (Fraz. Montalbano)
Francavilla Fontana Via Roma, 24
Latiano Via Ercole d’Ippolito, 25
Mesagne Via Torre S. Susanna, 1
Oria Via Mario Pagano, 151
Ostuni Via L. Tamborrino, 2
San Pietro Vernotico Via Stazione, 31
San Vito dei Normanni Piazza Vittoria, 13
Torre Santa Susanna Via Roma, 38
Provincia di Foggia
Foggia
Viale Ofanto, 198/C
Via S. Pellico, 33/37
Celenza Valfortore Piazza Marconi, 12
Cerignola Via Di Vittorio, 83
Ischitella Corso Umberto I, 111/113
Lucera Via IV Novembre, 77
Manfredonia Corso Roma, 22/24
Margherita di Savoia Corso V. Emanuele, 23
Monteleone di Puglia Piazza Municipio, 19
San Ferdinando di Puglia
Via Papa Giovanni XXIII, 44
San Giovanni Rotondo Piazza Europa
San Severo
Via Carso, 10
Corso Garibaldi, 87
Sant’Agata di Puglia Piazza XX Settembre, 11
Stornarella Corso Garibaldi, 22
Troia Via Vittorio Emanuele, 1
Vico del Gargano Via S. Filippo Neri, 10
Zapponeta Corso Manfredonia, 20
Provincia di Lecce
Lecce
Viale Lo Re, 48
Via Gabriele D’Annunzio, 47/B
Campi Salentina Via Amedeo di Savoia, 59
Carmiano Via Marini, 10
Casarano Via F. Bottazzi - ang. Via Alto Adige
Copertino Via Re Galantuomo, 24
Galatina Via Roma, 26
Galatone Viale XXIV Maggio, 32/34
Gallipoli Corso Roma, 42/44
Maglie Piazza O. de Donno
Nardò Via Duca degli Abruzzi, 58
Ruffano Piazza IV Novembre, 11
Squinzano Via Nuova, 25
Trepuzzi Corso Umberto I, 114
Tricase Via G. Toma, 30
Veglie Via Parco Rimembranze, 30
Provincia di Taranto
Taranto
Corso Umberto I, 71
(Agenzia centrale e Filiale n.3)
Corso Italia, 202
Via C. Battisti, 172
Castellaneta Piazza Municipio, 7
Fragagnano Via Garibaldi, 14
Ginosa Corso Vittorio Emanuele, 92
Grottaglie Via Matteotti, 72/78
Laterza Piazzale Saragat, 11
Lizzano Via Dante, 78
Manduria Via per Maruggio, 9
Martina Franca Via D’Annunzio, 34
Massafra Corso Italia, 27/29
Palagianello Via Carducci, 11
San Giorgio Jonico Via Cadorna, 11
Sava Corso Umberto, 110
BASILICATA
Provincia di Matera
Matera
Via del Corso, 66
Via Annunziatella, 64/68
Via Dante - ang. Via dei Bizantini
Bernalda
Corso Umberto, 260
Via Eroi della Bonifica (Fraz. Metaponto)
Ferrandina Corso Vittorio Emanuele II
Irsina Corso Musacchio, 2/4
Montalbano Jonico Piazza Vittoria, 3
Montescaglioso Via Indipendenza, 83
Pisticci
Via M. Pagano, 25
Via Portella delle Ginestre
(Fraz. Marconia)
Policoro Via G. Fortunato, 2
Pomarico Corso Garibaldi, 3
San Mauro Forte Corso Umberto, 12
Tricarico Via Lucana, 20/24
Tursi Via Eraclea, 2
Sant’Egidio del Monte Albino
Via SS. Martiri, 13 (Fraz. San Lorenzo)
Sapri Via Marsala, 44
Sarno Via Matteotti, 72/74
Teggiano
Via Provinciale del Corticato (Fraz. Pantano)
Vallo della Lucania Via G. Murat
Provincia di Potenza
LOMBARDIA
Potenza
Via Alianelli, 2
Via Angilla Vecchia, 5
Via Dante, 16/20
Via del Gallitello
Avigliano Viale della Vittoria, 4
Brienza Viale della Stazione, 102
Francavilla in Sinni Piazza M. Mainieri, 6/10
Genzano di Lucania
Corso Vittorio Emanuele, 180/184
Lagonegro Via Colombo, 25
Latronico Corso Vittorio Emanuele II, 105
Lauria Piazza Plebiscito, 72
Lavello Via Roma, 33
Maratea Via Pietra del Sole, 3A/5
Marsicovetere Via Nazionale,1 (Fraz. Villa d’Agri)
Melfi Piazza Mancini Abele
Moliterno Via Roma
Muro Lucano Via Roma, 60/62
Palazzo San Gervasio Via Isonzo, 14
Paterno di Lucania Piazza Autonomia, 3/4
Rionero in Vulture Via Galliano
Rivello Via Monastero, 73
Rotonda Via dei Rotondesi in Argentina, s.n.c.
San Fele Via Costa, 12
Sant’Arcangelo Viale Isabella Morra, 48
Senise Via Amendola, 33/39
Tito Scalo
Contrada Serra Villaggio Mancusi, 72
Venosa Via Fortunato, 66 - angolo Via Melfi
CAMPANIA
Provincia di Salerno
Salerno
Via S. Margherita, 36
Viale Kennedy, 11/13
Via G. Cuomo 29
Agropoli Via Risorgimento - ang. Via Bruno
Amalfi Via Fra’ Gerardo Sasso, 10/12
Angri Corso Vittorio Emanuele, 126/132
Atena Lucana Via Stazione
Baronissi Corso Garibaldi, 197
Battipaglia Via Salvator Rosa, 98
Buccino Piazza San Vito
Buonabitacolo Via Nazionale, 178
Campagna
Via Quadrivio Basso (Fraz. Quadrivio)
Corso Umberto, 135
Capaccio Via della Repubblica, 26
Castel San Giorgio Via Guerrasio, 42
Cava dei Tirreni Piazza Duomo, 2
Corbara Via Ten. Ligula Santolo
Eboli Via Amendola, 86
Marina di Camerota Via Bolivar, 54
Mercato San Severino
Corso Armando Diaz, 130
(Filiali n.1 e n.2)
Minori Via Vittorio Emanuele, 9
Nocera Inferiore Via Barbarulo, 41
Pontecagnano Piazza Risorgimento, 14
Roccapiemonte Piazza Zanardelli, 1
San Cipriano Picentino
Via S. Giovanni, 10 (Fraz. Filetta)
San Giovanni a Piro Via Nazionale, 93
831
www.bancavalle.it
Ardesio Piazza Alessandro Volta, 8/9
Casazza Piazza della Pieve, 1
Clusone Viale Gusmini, 47
Costa Volpino Via Cesare Battisti, 34
Lovere Via Gregorini, 43
Rogno Piazza Druso, 1
Sarnico Via Roma, 68
Sovere Via Roma, 20
Villongo Via J. F. Kennedy, 5
Brescia
Via Duca degli Abruzzi, 175
Viale Bornata, 2
Angolo Terme Piazza degli Alpini, 4
Artogne Via Geroni, 12
Berzo Demo Via San Zenone, 9
Berzo inferiore Piazza Umberto I, 35/A
Bienno Piazza Liberazione, 2
Borno Piazza Umberto I, 13
Breno Piazza della Repubblica, 1/2
Capo di Ponte Viale Stazione, 16
Cazzago S.M.
Via del Gallo, 2 (Fraz. Bornato)
Cedegolo Via Roma, 26/28
Ceto Loc. Badetto, 23
Cevo Via Roma, 44
Cividate Camuno Via Cortiglione
Coccaglio Largo Torre Romana, 4
Corte Franca Via Roma, 78
Corteno Golgi Via Roma, 1
Darfo Boario Terme
Via Roma, 12
Viale della Repubblica, 2
Edolo Via Porro, 51
Esine Piazza Giuseppe Garibaldi, 4/6
Gianico Via XXV Aprile, 7/9
Malegno Via Lanico, 36
Malonno Via G. Ferraglio, 4
Marone Via Cristini, 49
Ome Piazza Aldo Moro, 7
Palazzolo sull'Oglio
Via Firenze, 88/90 (Fraz. San Pancrazio)
Piancogno
Via Vittorio Veneto, 7 (Fraz. Cogno)
Via XI Febbraio, 1 (Fraz. Pianborno)
Pian Camuno Piazza Giuseppe Verdi, 8
Pisogne Via Provinciale, 6 (Fraz. Gratacasolo)
Ponte di Legno Via Cima Cadi, 5/7/9
Provaglio d’Iseo Via Roma, 12
Rodengo Saiano Via Guglielmo Marconi, 11/b
Rovato Corso Bonomelli, 74/80
Temù Via Roma, 71/73
Torbole Casaglia Piazza Repubblica, 25/26
Travagliato Via Andrea Mai, 5
Vezza d’Oglio Via Nazionale, 65
Provincia di Como
Dongo Via Statale, 77
Provincia di Sondrio
Sondrio Via Trento - ang. Via Alessi
Aprica Corso Roma, 238
Bormio Via Don Peccedi, 11
Chiavenna Via Maloggia, 1
Grosio Via Roma, 1
Livigno Via Dala Gesa, 141/a
Morbegno Piazza Caduti per la Libertà, 9
Piantedo Via Nazionale, 875
Tirano Via Alessandro Manzoni, 22
Albenga
Via Cesare Battisti, 4
Via Dalmazia, 43
Albisola Superiore Corso Giuseppe Mazzini, 189
Andora Piazza Santa Maria, 7
Cairo Montenotte
Corso Marconi, 240 (Fraz. S. Giuseppe)
Celle Ligure Via Boagno, 12
Loano Via Stella, 34
Vado Ligure Via Aurelia, 148
San Giovanni Valdarno Corso Italia, 117
Grosseto Via Giacomo Matteotti, 32
Livorno Via Scali d'Azeglio, 46/50
- ang. Via Cadorna
Pisa Via G.B. Niccolini, 8/10
UMBRIA
Terni Via della Bardesca, 7/11
www.bancodisangiorgio.it
TOSCANA
Provincia di Massa - Carrara
Carrara Via Galileo Galilei, 32
LIGURIA
Provincia di Genova
Genova
Via C.R. Ceccardi, 13/r
Corso Torino, 61/r
Via Pastorino, 118 (Loc. Bolzaneto)
Via Sestri, 188/190r (Sestri Ponente)
Piazza G. Lerda, 10/r (Loc. Voltri)
Via Cinque Maggio, 101/r (Priaruggia)
Via C. Rolando, 123 (Sampierdarena)
Via Antonio Gramsci, 8/r
Via Marina di Robilant, 5
Via Molassana, 82/r
Borzonasca Via Angelo Grilli, 15
Chiavari Corso Dante Alighieri, 36
Cicagna Via Statale, 8 - angolo Via Dante, 1
Lavagna C.so Buenos Aires, 84 (Fraz. Monleone)
Mezzanego Via Capitan Gandolfo, 138
Rapallo Via Alessandro Lamarmora, 4
Recco Via Roma, 56r
Santo Stefano d’Aveto Via Razzetti, 11
Sestri Levante Via Fascie, 70
Provincia di Imperia
Imperia
Viale Giacomo Matteotti, 13
Via Giacomo Puccini, 7
Bordighera Via Treviso,1
- ang. Via V. Emanuele II
Sanremo Via Roma, 54/60
Taggia Via Boselli, 62 (Fraz. Arma)
Ventimiglia
Via Ruffini, 8/a
Via Roma, 64/b
Provincia di La Spezia
www.ubibancapi.it
ABRUZZO
L’Aquila Via Giuseppe Verdi, 21 a/c
Pescara Piazza Rinascita, 6/9
CAMPANIA
Napoli
Via Enrico Alvino, 50/50bis
Via Taddeo da Sessa - Torre Saverio
Castellammare di Stabia
Corso Vittorio Emanuele II, 108/110
Pomigliano d’Arco Via Roma, 31
Caserta Corso Trieste, 170
Salerno Via SS. Martiri Salernitani, 42/46
EMILIA ROMAGNA
Bologna Via Giuseppe Mazzini, 146/Q
LIGURIA
Genova
Via Roma, 5
Napoli Via S. Brigida, 51
Bologna Piazza Calderini, 2/2
Roma Via dei Crociferi, 44
Milano Corso Europa, 16
Jesi Via Don Battistoni, 4
Torino Via Alfieri, 17
Bari Via De Rossi, 221
www.bdg.ch
SVIZZERA
Losanna Avenue du Théâtre, 14
Lugano Piazza Riforma, 3
Mendrisio Via Franscini, 6
Neuchâtel Faubourg de l’Hôpital, 21
LAZIO
Roma
Via Baldovinetti, 106/110
Via Anicio Gallo, 91 e/i
P.zza Giuliano della Rovere, 9-11/a
(Fraz. Lido di Ostia)
Via Vincenzo Bellini, 27
Frosinone Via Fedele Calvosa, 27/29
Latina Viale Le Corbusier, snc
www.banca247.it
Bergamo Via Stoppani, 15 (sede operativa)
La Spezia
Via Nazionale, 171
Via G. Pascoli, 22
Via Chiodo, 115
Via San Bartolomeo (c/o ASW Research)
Via di Monale, 23/29
Corso Cavour, 190
Piazza d’Armi
(c/o comprensorio Maridipart)
Via Fiume, 152
Via del Canaletto, 307
Castelnuovo Magra
Via Aurelia, 129 (Fraz. Molicciara)
Lerici
Calata G. Mazzini, 1
Via Petriccioli, 26
Sarzana
Via Pietro Gori, 15/a
Via Muccini, 48
Portovenere Via Lungomare, 47
LOMBARDIA
Provincia di Savona
Cagliari Viale Bonaria, 58
Savona
Piazza Aurelio Saffi, 7/r
Corso Vittorio Veneto, 93
Alassio Via Mazzini, 55
www.centrobanca.it
Milano
Piazza Giovine Italia, 3
Corso Giacomo Matteotti, 1
Monza Via Girolamo Borgazzi, 7
Brescia Via Repubblica Argentina, 90
Cremona Via Rialto, 20
Varese Via Avegno, 11
MARCHE
Macerata Via Roma, 78/80
Pesaro Via Bertozzini, 13
www.iwbank.it
Milano
Corso Europa, 20
Via Cavriana, 20
PIEMONTE
Torino Corso Re Umberto I, 47
PUGLIA
Bari Via Nicolò dell’Arca, 9-9a
Foggia Via Salvatore Tugini, 70/74
www.ubibanca.lu
GERMANIA
SARDEGNA
TOSCANA
Firenze Via Bettino Ricasoli, 21
Arezzo Via XXV Aprile, 28-28/a
832
Monaco Prannerstrasse, 11
SPAGNA
Madrid
Torre Espacio - Planta 45
Paseo de la Castellana, 259
Calendar of corporate events for 2009
In compliance with the “Regulations governing markets organised and managed by Borsa
Italiana S.p.A”, Part 2, Title 2.6., Article 2.6.2., Unione di Banche Italiane Scpa has published
its calendar of corporate events for the 2009 financial year, as follows:
Date
Event
29th April 2009 (1st Call)
9th May 2009 (2nd Call)
Extraordinary and Ordinary Meetings of the
Shareholders of UBI Banca
13th May 2009
Approval of the Quarterly Financial Report of UBI
Banca as at 31st March 2009
25th August 2009
Approval of the Half Year Financial Report of UBI
Banca as at 30th June 2009
12th November 2009
Approval of the Quarterly Financial Report of UBI
Banca as at 30th September 2009
The dates of the presentations of accounting data to financial analysts, which will indicatively
take place on a quarterly basis, will be set during the course of the financial year.
833
Calendar of Corporate events for 2009
Contacts
All information on periodic financial reporting is available on the website www.ubi.it.
Investor relations: Tel. 035 392217
Email: [email protected]
External Communication: Tel. 030 2433591; 035 29293511
Registered shareholders’ office: Tel. 035 392155
834

UBI Banca

Transcription

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