History of the offer to UBI Banca’s shareholders

On 17 February 2020, Intesa Sanpaolo launched a purchase and exchange offer (OPAS) on UBI Banca, successfully concluded in the summer of that same year. The transaction was conducted and concluded on schedule, despite the exceptional conditions due to the pandemic situation in which it took place.

The integration of UBI Banca into Intesa Sanpaolo gave rise to a new company, a leader in sustainable, inclusive growth with deep roots in local communities.

The transaction also strengthened the Italian financial system in Europe: in fact, it allowed the Intesa Sanpaolo Group to further strengthen its position as a leading player in the international banking industry.

Timeline of Intesa Sanpaolo’s offer for UBI Banca from 17 February to 15 October.

• 15 October 2020

Ordinary Shareholders’ Meeting of UBI Banca, 100% controlled by Intesa Sanpaolo, to appoint the new board for the three year period 2020-2022

• 5 October 2020

Transfer of the entire share capital of UBI Banca to Intesa Sanpaolo and delisting of the UBI shares.
Intesa Sanpaolo holds 100% of the shares of UBI Banca

• 18 September 2020

The Board of Directors of Intesa Sanpaolo approves the slate for the renewal of the Board of Directors of UBI Banca, to be presented for appointment at the Shareholders’ Meeting convened for 15 October

• 15 September 2020

The final results of procedure for discharging the obligation to purchase the remaining UBI shares are announced. Intesa Sanpaolo reaches a 98.89% interest in the share capital of UBI Banca

• 5 August 2020

Settlement of the Offer is completed. Participants receive 17 Intesa Sanpaolo shares for every 10 UBI Banca shares delivered and €0.57 for each share tendered in the offer

• 3 August 2020

On the basis of the communication from the appointed intermediaries, the Board of Directors of Intesa Sanpaolo acknowledges the final results of the offer (91%) and announces the fulfilment of the conditions laid down with reference to the Offer

• 30 July 2020

The acceptance period ends. Intesa Sanpaolo announces the provisional results of the offer and the reaching of the threshold of 90.21% of acceptances

• 27 July 2020

In accordance with Art. 40, fourth paragraph, of the Issuers’ Regulations, Consob decides, on its own initiative, to extend the offer period to 30 July in order to allow UBI Banca shareholders access to complete, correct information for an adequate period of time, in the light of the conduct of UBI Banca and considering that the clarifications requested by Consob with regard to the table, published on the UBI Banca website, concerning the value of the UBI Banca shares on the basis of the Intesa Sanpaolo offer, were published near the end of the acceptance period (28 July 2020)

• 17 July 2020

The Board of Directors of Intesa Sanpaolo decides to increase the consideration in shares of the Offer by adding a cash component of €0.57 per each UBI share tendered, corresponding to a maximum outlay of approximately €652 million in the event of full acceptance of the Offer

• 16 July 2020

The Italian Antitrust Authority (“AGCM”) authorises the transaction for the acquisition of sole control of UBI by Intesa Sanpaolo, accepting and making binding the sale of a total of 549 bank branches which ISP had undertaken to sell in order to obtain the authorisation from AGCM (532 branches forming part of the banking division which ISP undertook to sell to BPER and 17 UBI branches located in the provinces of Chieti, Isernia, Matera and Vibo Valentia, which ISP undertook to sell to third parties). Intesa Sanpaolo therefore deems the antitrust condition precedent attached to the Offer Document to have been satisfied and, insofar as necessary, waives it

• 6 July 2020

Start of the acceptance period which, as provided for in the Offer Document, is to end 28 July 2020

• 25 June 2020

Consob approves the Prospectus and the Offer Document, published the following day

• 17 June 2020

Authorisation from IVASS marks the completion of all “sector” authorisations, on which the approval of the Offer Document and, therefore, the launch of the exchange offer is conditional

• 8 June 2020

Authorisation from the Bank of Italy

• 5 June 2020

Authorisation from the European Central Bank

• 27 April 2020

The Intesa Sanpaolo Shareholders’ Meeting approves the delegation of authority to the Board to increase the capital to service the exchange offer (“Capital Increase”). This delegation of authority will then be exercised by the Board of Intesa Sanpaolo on 16 June 2020

• 6 April 2020

Intesa Sanpaolo files the first draft of the documents that make up the prospectus relating to the newly issued ISP shares in service of the exchange offer (“Prospectus”) with Consob

• 6 March 2020

Intesa Sanpaolo submits the draft offer document and the acceptance form (“Offer Document”) to Consob, together with the certification that the communications and requests for authorisation required by the applicable regulations have been submitted to the competent authorities

• 17 February 2020

The Board of Directors of Intesa Sanpaolo announces its intention to launch a voluntary pre-emptive public exchange offer (OPS) for all the ordinary shares of UBI Banca and immediately announces it to the market. For each UBI Share tendered, Intesa Sanpaolo is to pay a price represented by 1.7000 newly issued ordinary shares of ISP, with no par value.