PRESS RELEASE

Extraordinary and Ordinary Shareholders' Meetings of UBI Banca Approved distribution of a dividend of €0.08 per share on the 900,265,380 UBI Banca shares outstanding for a total of approximately €72 million Board of Arbitrators appointed for the three-year period 2015-2017

Bergamo, 25th April 2015 - A General Meeting of the Shareholders of UBI Banca met today in second call under the chairmanship of the Chairman of the Supervisory Board, Ing. Andrea Moltrasio, convened in both extraordinary and ordinary session to resolve on the items on the agenda.
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The General Meeting of the Shareholders that met first in extraordinary session approved amendments to articles
22, 28 (TITLE V - Shareholders' Meetings), 44 and 45 (TITLE VIII - Supervisory Board) of the Articles of
Association as proposed by the Management Board and the Supervisory Board.
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The Shareholders' Meeting then continued in ordinary session and resolved as reported below on the items on
the agenda.

1) The General Meeting, called upon to elect the Board of Arbitrators, confirmed the candidates proposed by the Supervisory Board. On the basis of the votes cast for each candidate, the Board of Arbitrators is composed as follows for the three-year period 2015-2017:

Avv. Giampiero DONATI - Chairman

Prof. Rodolfo LUZZANA - Full Arbitrator

Avv. Giuseppe ONOFRI - Full arbitrator

Avv. Attilio ROTA - Alternate arbitrator

Avv. Pierluigi TIRALE - Alternate arbitrator

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2) The Chairman of the Management Board, Rag. Franco Polotti, reported on the performance and results achieved in 2014 as approved by the Supervisory Board on 11th March 2015.
The Shareholders' Meeting then approved the replenishment of losses for the year, due to the recognition of impairment losses on goodwill and intangible assets, by charging them to the share premium reserve as
proposed by the Management Board and the Supervisory Board.
The Shareholders' Meeting then approved the distribution of a dividend of €0.08 per share on the
900,265,380 ordinary shares of UBI Banca outstanding, net of treasury shares held in portfolio, to give a total
dividend payout of €72,021,230.40, to be drawn from the extraordinary reserve.
The dividend will be paid with ex-dividend date, record date and payment date of 18th, 19th and 20th May
2015 respectively against coupon No. 16.
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3) The Shareholders' Meeting then approved the first section of the Remuneration Report, prepared for public disclosure purposes, in compliance with regulations in force and made available to the public in accordance with the law. This first section contains the main information on the following: the decision-making processes for remuneration schemes, the main features, the means by which remuneration is linked to results, the main performance indicators employed, the reasons behind the choice of variable remuneration schemes and the other non-monetary schemes.
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4) The Shareholders' Meeting approved the adoption, as proposed, of remuneration and incentive policies for
members of the Supervisory Board and members of the Management Board.
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5) The shareholders meeting then approved the 2015 short and long-term incentive scheme based on financial instruments with payment of parts of the variable remuneration by means of the grant of ordinary shares of the Parent UBI Banca to "key management personnel". It therefore authorised the Management Board and on its behalf individually the Chairman, the Deputy Chairman and the Chief Executive Officer, to proceed with one or more transactions to be conducted by the date of the shareholders' meeting called upon to vote in accordance with Art 2364-bis No. 4 of the Italian Civil Code on the allocation of profit for the year ended 31st December 2015, to purchase on regulated markets, following operating procedures which ensure equal treatment between shareholders and which do not allow direct proposals to purchase to be linked to predetermined proposals to sell, a maximum number of 1,000,000 treasury shares for a total maximum amount of €6,000,000 at a price per share not lower than €2.50 and not more than 5% higher than the official price quoted in the market session prior to each transaction.
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6) Finally, again on the subject of remuneration, the Shareholders' Meeting, following a proposal submitted by the Supervisory Board, set the criteria and maximum limits on the number of years of remuneration and the relative payment procedures to be agreed in the event of the early termination of an employment relationship or early retirement from corporate office, in accordance with Bank of Italy provisions concerning remuneration and incentive policies and practices contained in Circular No. 285 of 17th December 2013 (7th update).
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For further information please contact:

Investor Relations

Tel. +39 035 3922217

Media Relations

Cell +39 0277814932 - +390277814213

email: investor.relations@ubibanca.it; relesterne@ubibanca.it

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

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