H. 13.47 - UBI Banca: start of a programme to purchase own shares at the service of the long-term incentive scheme

PRESS RELEASE

Bergamo, 4 October 2017 - UBI Banca informs that in order to implement the shareholder resolution dated 7th April 2017 disclosed to the market on that same date, the Bank intends to start a programme to purchase treasury shares at the service of the long-term incentive scheme for key management personnel ("identified staff") of the Group.

Details of the programme to purchase treasury shares are given below in accordance with Commission Delegated Regulation 2016/1052/EU.

In order to support the Business Plan, an incentive scheme for the period 2017-2019/2020 has been put in place for key management personnel ("identified staff") of the Group, with the exception of "Members of the Governing Bodies", corporate control functions and other specific positions, with the aim of bringing the interests of management increasingly into line with that of shareholders over the long-term.

Participation in that investment scheme took place through the direct investment by management, who purchased UBI Banca shares on the market with their own funds up to a maximum amount determined beforehand by their gross annual remuneration. The degree of participation was disclosed to the market on 20th September 2017. It resulted in the purchase by management staff of approximately 400,000 shares for a total value of approximately €1.6 million.

The value of the investment made by managers may increase as a result of the scheme's structure, which involves the grant of a growing number of shares by UBI Banca based mainly on the achievement of objectives for 2019 and 2020 set by the Business Plan, as well as an increase in the share price.

The incentive scheme involves the ability to purchase ordinary shares of UBI Banca on the market for a maximum amount of approximately €16.4 million, with the possibility of using the remaining shares held in portfolio by UBI Banca, resulting from previous purchases at the service of prior year incentive schemes. The maximum number of shares to be purchased at the service of the incentive scheme is 3,637,840 shares,

considering that the 250,000 shares already held in portfolio by UBI Banca will be used at the service of that same scheme.

The purchase of treasury shares will take place in accordance with the procedures set out in Art. 132 of the Consolidated Finance Law and paragraph 1, letter b) of Art. 144 bis of the Issuers' Regulations and therefore the purchase will take place on regulated markets according to procedures that ensure equal treatment between shareholders and do not allow the direct linking of proposals to purchase to predetermined proposals to sell, as well as in full compliance with the measures to prevent market abuse and the relative market practices allowed by the Consob.

The purchases will be made, in any event, within 18 months of the issue of the authorisation granted by the Shareholders' Meeting held on the 7th April 2017 (and therefore before and not later than 7th October 2018) at a price of not less than and not greater than 10% of the reference price for the UBI Banca share in the market session preceding each single purchase transaction.

The share purchase programme will be co-ordinated by Akros which will act with complete independence in making the purchases, and with no influence exerted by UBI Banca on the timing of those purchases. The daily amounts purchased will not exceed 25% of the average daily volume of trades of UBI Banca shares on regulated markets, calculated on the basis of the average daily volume of trades over the 20 days of trading prior to the date of purchase.

We report that as of today the bank holds a total of 2,834,880 treasury shares in portfolio accounting for 0.25% of the share capital.

In compliance with the regulations in force, UBI Banca will make adequate disclosures to the public of details of purchase transactions carried out from time to time by the end of the seventh trading day following the execution of the transactions themselves - the disclosures will also be available on the Group's website at www.ubibanca.it - and also of any subsequent changes made to the purchase programmes that will be promptly disclosed by the Bank to the public.

For further information please contact:

UBI Banca - Investor Relations - Tel.+ 39 035 3922217 Email: investor.relations@ubibanca.it

UBI Banca - Media Relations - Tel.+39 027781 4213 - 4936 - 4938

Email: media.relations@ubibanca.it

Copy of this press release is available on the website www.ubibanca.it