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October, 2016

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Contents 1. Highlights as at 30th June 2016 ........................................................................... 3 2. Most important events as at October 2016 ........................................................ 4 3. The structure of the Group and its national and international presence ......... 5 4. The Corporate Governance Model ....................................................................... 7 5. Organisation chart of the Parent......................................................................... 9 6. Our customers and our products and services ................................................. 10 7. Corporate social responsibility .......................................................................... 12 8. Consolidated results as at 30th June 2016 ........................................................ 13

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1. Highlights as at 30th June 2016

UBI Banca - Unione di Banche Italiane is the fourth largest commercial banking group in Italy by stock market capitalisation. The Group was formed on 1st April 2007. On 10th October 2015, in compliance with the law, a Shareholders’ Meeting resolved to transform UBI Banca from cooperative into a joint stock company. Since 12th October 2015, the date on which the resolution was filed with the Bergamo Company Registrar, UBI Banca is an “S.p.A.” (a joint stock company). The Group employs a federal model of organisation with seven network banks and a broad range of product companies under the leadership of UBI Banca, listed on the Mercato Telematico Azionario (MTA - electronic stock exchange) of Borsa Italiana. The Group's

organizational structure is in the process of changing: in the context of the Business Plan 2019-

2010, presented on June 27th, 2016, the project "Single Bank ", by which the network banks will

be merged by incorporation into UBI Banca, was launched, and approved by the Extraordinary Shareholders Meeting of 14/10/2016. The Network Banks will be merged in UBI Banca in three steps: • merger of BRE and BPCI in UBI Banca within November 2016; • merger of BPB, BBS and BVC in UBI Banca in 1Q 2017; • merger of BPA and Carime in UBI Banca in 2Q 2017.

Market data approximately 3.5 million customers, mainly retail a national market share of approximately 5.2% in terms of branches. The Group also has

market shares of around 12.7% in Lombardy, 6.9% in Piedmont and substantial market presences in central and southern Italy (Bank of Italy data as at 31.03.2016)

Human resources and distribution network 17,590 human resources in the workforce 1,531 branches of which 749 in Lombardy and 167 in Piedmont, and in addition six

branches abroad

Balance sheet figures € 83.9 billion of loans (loans and advances to customers)

€ 87.5 billion of direct funding from customers € 116.7 billion of total assets Income statement figures as at 30th June 2016 € 7871 million loss for the period € 1,588 million of operating income Ratings and capital ratios Ratings: S&P: BBB-/A-3/Stable; Moody’s: Baa1/Prime-2/Stable; Fitch: BBB/F3/Negative;

DBRS: BBB (high) / R-1 (low) / Stable Sound capital ratios (Common Equity Tier 1 phased in: 11,43%, Total capital ratio phased in:

14,47%)

1 Over 95% of costs included in the 2019-2020 Business Plan (approx. 835 mln/€ net) were accounted in 2Q16, as announced on June 27th 2016. Net of this impact, 1H2016 registered a profit of 48.1 mln/€.

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2. Most important events as at October 2016 31/03/2016 – The European Central Bank issues an authorisation to UBI Banca to proceed to the redemption of the shares subject to the exercise of the right to withdrawal The European Central Bank issued an authorisation to UBI Banca to proceed to the redemption of 1,807,220 shares subject to the exercise of the right to withdrawal following the approval of the resolution to transform UBI Banca from a joint stock co-operative company into an ordinary joint-stock company. See press release > 02/04/2016 - Supervisory Board appointed for the three-year period 2016-2018 The Shareholders’ Meeting approved the proposal for the distribution of a dividend of €0.11 per share on each of the 900,316,743 ordinary shares of UBI Banca outstanding, net of treasury shares held in portfolio, to give a total dividend payout of €99 million. The Shareholders’ Meeting also proceeded to appoint members of the Supervisory Board for the three-year period 2016-2017-2018, under the chairmanship of Andrea Moltrasio. See press release >

14/04/2016 - Appointment of the Management Board

The Supervisory Board elected by the Shareholders’ Meeting of 2nd April 2016 proceeded to appoint seven members of the Management Board for the three-year period 2016-2017-2018 and to designate Letizia Moratti as its President. See press release >

18/04/2016 – Appointment of the Chief Executive Officer

UBI Banca’s Management Board on April 18, 2016, has confirmed dott. Victor Massiah as CEO and

General Manager of UBI Banca

28/04/2016 – UBI Banca sells UBI Banca International to EFG International

A contract was signed for the sale of 100% of the share capital of UBI Banca International S.A. (UBI

International), with headquarters in Luxembourg, to EFG International AG, a global private banking

group offering private banking and asset management services, headquartered in Zurich. See press

release >

27/06/2016 – UBI Banca presents the 2019/20 Business Plan A Business Plan was presented, which includes the creation of the “Single Bank” with the merger by incorporation of the seven Network Banks into UBI Banca by the first half of 2017. See press release > 06/09/2016 - the Single Bank project moves ahead The Management Board and the Supervisory Board of UBI Banca S.p.A. have resolved the continuation of the corporate procedures for the “Single Bank” project following the issue of the required authorisation by the Bank of Italy. See press release >

14/10/2016 - “Single Bank” project: the merger by incorporation of the Network Banks into UBI Banca is approved The extraordinary Shareholders’ Meeting of UBI Banca S.p.A. approved – with the vote in favour of approximately 91.8 percent of the capital represented in the meeting – the merger by incorporation in the Parent, UBI Banca, of the seven Network Banks. See press release >

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3. The structure of the Group and its national and international presence UBI Banca is the Parent listed on the Milan Stock Exchange in the FTSE Mib index. In addition to Group governance and control functions, the Parent also manages commercial and credit co-ordination, treasury, finance, IT, organisation, logistics and purchasing functions centrally. The network banks and the product companies of the Group fall under its leadership. Following the full implementation of the Single Bank project (see page 3), the Italian territory will be divided in five different areas as shown here on the right (figure below). At present, the Network Banks specialise in banking business in their respective historical local markets. They provide multi-regional market coverage in the North with Banca Popolare di Bergamo (registered offices in Bergamo), Banco di Brescia (registered offices in Brescia), Banca Popolare Commercio & Industria (registered offices in Milan), Banca Regionale Europea (registered offices at Cuneo, general headquarters in Turin) and Banca di Valle Camonica (registered offices at Breno), in central Italy with Banca Popolare di Ancona (registered offices at Jesi) and in southern Italy with Banca Carime (registered offices at Cosenza). IWBank Private Investments is an internet bank that specialises in the management of individual and family investments; it was formed from the merger of IWBank and UBI Banca Private Investment, the Group’s promoter network, on 25th May 2015.

North-West

Centre-South

Brescia and North-East

Bergamo and West Lombardy

Milan and Emilia Romagna

Total branches in Italy as at 30th June: 1,531

Current Network Bank organization

UBI Banca organization after implementation of Single Bank project

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Product Companies specialise in the creation and supply of specific financial products and operate in the following sectors: asset management, leasing, factoring, and, in partnership, in the banc assurance sector. The Group also has an international presence basically designed to assist customers with their business abroad through its branches and representative offices. A representative office in Casablanca has been opened in February 2016.

Luxembourg• UBI Banca International

• UBI Trustee SA

• UBI Management Co SA

MunichUBI Banca International

Branch

KrakowUBI Factor Branch

ViennaBusiness Consultant

MoscowRepresentative Office

MumbaiRepresentative Office

Hong KongRepresentative Office

São PauloRepresentative Office

MadridUBI Banca International

Branch

Antibes, Menton, NiceBanca Regionale Europea

Branches

ShanghaiRepresentative Office

ShanghaiZhong Ou Asset Management

Company Co. Ltd*

Dubai

Representative Office

from August 2015

New York

Representative Office from

January 2016

Casablanca

Representative Office

from February 2016 * Joint-venture in which UBI Banca

holds the 35% of the total share.

(1) In April 2016 a contract was signed for the sale of 100% of the share capital of UBI Banca International S.A. (UBI International),

with headquarters in Luxembourg, to EFG International AG, a global private banking group offering private banking and asset

management services, headquartered in Zurich.

(1)

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4. The Corporate Governance Model UBI Banca was formed on 1st April 2007 in the form of a joint stock co-operative company. On 10th October 2015, in compliance with the law, a Shareholders’ Meeting resolved to transform UBI Banca into a joint stock company. Since 12th October 2015, the date on which the resolution was filed with the Bergamo Company Registrar, UBI Banca has been an “S.p.A.” (a joint stock company). The share capital of UBI Banca as at 30th June 2016 amounts to €2,254 million consisting of 901,748,572 ordinary shares.

The consolidated equity of the UBI Banca Group as at 30th June 2016, including result for the period, amounted to € 8,842 million.

UBI Banca’s governance model is based on a “two tier” system.

Under this two tier governance system a Shareholders’ Meeting appoints a Supervisory Board, which then appoints a Management Board.

In detail:

the Supervisory Board combines in itself some of the powers typical of a shareholders’ meeting, the functions of a board of statutory auditors and some of the powers of senior management. It therefore performs the duties of strategic policy-making and supervision, including supervision of performance and operations in a broader sense than that typically performed by a board of statutory auditors in a “traditional” system of management and supervision;

the Management Board has exclusive responsibility for the management of the bank and for performing all those operations necessary for implementing the business purpose of the company in compliance with the general strategies and plans drawn up by the Supervisory Board.

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The shareholders’ meeting held on 2nd April 2016 appointed the Supervisory Board which will

remain in office for the three-year period 2016-2018 and is composed as follows:

Supervisory Board

1) Andrea Moltrasio Chairman 2) Mario Cera Senior Deputy Chairman 3) Francesca Bazoli 4) Letizia Bellini Cavalletti 5) Pierpaolo Camadini 6) Alessandra Del Boca 7) Giovanni Fiori 8) Paola Giannotti 9) Patrizia Michela Giangualano 10) Gian Luigi Gola 11) Renato Lorenzo Guerini 12) Pietro Gussalli Beretta 13) Giuseppe Lucchini 14) Sergio Pivato 15) Armando Santus

The Supervisory Board has then appointed the Management Board which is today composed as follows:

Management Board

1) Letizia Moratti Chairwoman 2) Flavio Pizzini Senior Deputy Chairman 3) Victor Massiah 4) Silvia Fidanza 5) Osvaldo Ranica 6) Elvio Sonnino 7) Elisabetta Stegher .

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5. Organisation chart of the Parent

CHIEF AUDIT EXECUTIVE

INVESTOR AND MEDIA RELATIONS

SUPERVISORY BOARD

MANAGEMENT BOARD

CHIEF EXECUTIVE OFFICER

SUPPORT TO THE SUPERVISORY

BOARDS.M. Tortelotti

CHIEF LENDING OFFICER

C. Re

CHIEF LEGAL AND CORPORATE AFFAIRS

OFFICER*A. C. Svelto

CHIEF COMMERCIAL OFFICERF. Geertman

CHIEF OPERATING

OFFICER

E. Sonnino

L. Brambilla di Civesio

V. Massiah

COMPLIANCE

M. Martinelli

CHIEF RISK OFFICER

M. Senati

CHIEF FINANCIAL OFFICER

E. Stegher

L. Ferraris

CHIEF WEALTH AND WELFARE OFFICER

R. Leidi

The organization chart is updated to August 1st

General Management: Victor Massiah, CEO and General Manager Elvio Sonnino - Vice Direttore Generale Vicario, Chief Operating Officer Rossella Leidi - Vice Direttore Generale, Chief Wealth and Welfare Officer Frederik Geertman - Vice Direttore Generale, Chief Commercial Officer

* The Chief Legal and Corporate Affairs Officer reports functionally to the Supervisory Board and the Management Board

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6. Our customers and our products and services UBI Banca serves mainly retail and small to medium-sized business customers. The Group also provides products and services for the private banking and corporate markets through its “UBI Banca Private & Corporate Unity” division. The Group integrates this approach with specialist products and services targeted at specific sectors (e.g. the nonprofit sector) and with cross-market approaches (e.g. products and services for international business). Individual retail customers The retail market units address a broad range of customers with financial demands of standard or average complexity. The Group has a branch network of 1,531 branches distributed throughout its local markets to satisfy the requirements of its customers. It also provides constantly evolving internet services and a customer care service available by telephone and the internet. The retail market is served by a full range of banking products and services needed to manage cash and spending with a variety of accounts and payment cards for the demands of different customer segments. Often these are developed in co-operation with organisations with either commercial or social commitment links with customers. These include co-branded cards which range from “enjoy ski”, a card which becomes a ski pass in various Alpine districts, to payment cards which carry the names of nonprofit associations connected with UBI Banca by partnerships. Loans to individuals include products specially designed for young couples even with “atypical” employment contracts, while investments are not only tailored to fit individual risk appetite profiles, but are also oriented towards ethically responsible companies. Insurance policies for individuals include all life and non-life products and cover requirements ranging from personal protection to long-term savings and investment. The Group’s internet services provide remote and mobile access to a vast range of services: home banking, trading, the use of UBIPay apps and even the use of digital signatures to purchase banking products and services on the internet. In February 2014 UBI Banca implemented a centre for digital innovation applied to banking services, with 150 experts dedicated to satisfying customer needs with technologically innovative solutions and to provide extremely user-friendly services in order to radically improve the “user experience” for the Bank’s digital services customers. Business persons and SMEs UBI Banca provides a full range of products and services for business persons and SMEs, ranging from payment instruments to finance services, inclusive of leasing and factoring products provided by specialist Group companies. UBI Banca also offers insurance policies specially designed for its corporate clients.

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Digital services for corporate clients include electronic invoicing, which also complies with the requirements of recent legislation which has made it compulsory in the public sector. Finally, with UBIWorld UBI Banca provides an integrated platform of advisory and banking services to carry out and manage international business and expansion abroad. Services for the nonprofit world The UBI Banca Group has a special commercial division created in 2011 to help create social wealth by providing a platform of products and tools integrated in a service model specifically designed for social enterprises and for nonprofit organisations in general. Great importance is placed within this commercial division entitled, UBI Community, on social bonds, debt instruments introduced for the first time in Italy by the UBI Banca Group. They offer subscribers a market yield and at the same time, thanks to the funding generated by the securities issued, the Bank is able either to donate sums to specific and measurable projects or to make loans under competitive terms and conditions to support projects or investments with a high social impact. In November 2015 UBI Banca presented the first Social Impact Project Finance initiative in Italy. Private and Corporate Banking Market UBI Banca satisfies the specific requirements of its private banking and corporate banking clients by means of an organisational division which integrates the expertise of private bankers and corporate bankers. It is therefore able to provide business persons with a network of experts to provide advice not only on the management of personal wealth, but also on the development of their businesses. This division, entitled “UBI Private & Corporate Unity”, places a “dual team” at the service of business persons composed of advisors at central level and operational units with bankers available locally. This team is able to assist with both the management of individual or family wealth and with ordinary financing operations and international business, not to mention with generation handover or the management of corporate governance. Business persons may benefit through this division from all the expertise available in the Group, which is maximised by this division with its 360° private banking and corporate banking vision of a client’s needs. Thanks to its advisory service model, the unit identifies and satisfies the main requirements of family businesses, business families and high net worth clients as follows: capital protection, asset management and control structure, family governance, corporate governance, succession planning, “self caring and philanthropy”. The investment banking department of UBI Banca offers high value added consulting services in advisory and M&A to support companies in strategic decisions that change their history and path. UBI Banca Investment Banking offers consultancy and high value added services to support the company in making strategic business decisions that could determine its future. By its Debt&Equity Capital Markets services UBI Banca supports companies willing to obtain financing in capital markets at the right time for each of them.

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7. Corporate social responsibility

UBI Banca considers social responsibility to be a distinctive feature of its identity. The Bank pursues the sustainable development of its business through the creation of value for all its stakeholders. In 2015 UBI Banca distributed €2.6 billion of economic value to its stakeholders (+1.0% compared with 2014), of which 53.0% to employees, inclusive of the value of corporate welfare services and of over 652 thousand training hours per year, 21.8% to suppliers and 19.9% to Government, consisting not only of taxes but also of contributions to support its social and institutional aims. The remaining part consists of 4.8% to shareholders in the form of dividends and profits attributable to non-controlling interests and 0.5% to society in the form of donations and sponsorships for nonprofit organisations in the communities in which the Group operates. Sponsorships and donations to nonprofit organisations for social initiatives totalled €14.9 million (+35.6% compared with 2014), of which €531.5 thousand linked to UBI Comunità social bonds.

The Group took important steps in the three-year period 2013-2015 to safeguard the environment. It reduced its energy consumption by 16.4%, its greenhouse emissions by 51.4% and its waste production by 25.1%. Again in 2015, as already in 2014, it continued to purchase over 99% of its supply of electricity from renewable sources. For many years now UBI Banca has rigorously regulated business in the armaments and gambling sectors. In 2015, the Group’s exposure in the armaments, tobacco, alcohol, furs and gambling sectors was completely marginal (a total of 0.24% of lending), while no outstanding loans to the nuclear industry exist.

The UBI Banca share is present in various ethical and sustainability indexes and since 2014 in particular it is included in the FTSE4Good Global and FTSE4Good Europe indexes. UBI Banca is classified as an “outperformer” in the Sustainalytics sustainability rating and in 2015 and 2016 it obtained “Top Employers” certification for working conditions and opportunities for personal development.

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8. Consolidated results as at 30th June 2016.

MAIN INCOME STATEMENT ITEMS - Figures in € millions

30.6.2016 30.6.2015 D %

Net interest income 765.6 847.1 -9.6%

Net fee and commission income 667.5 669.1 -0.2%

Operating income 1,588.4 1,708.9 -7.1%Staff costs (639.1) (654.8) -2.4%

Other administrative expenses (327.3) (313.0) 4.6%

Depreciation, amortisation and net

impairment losses on property, plant and

equipment and intangible assets

(71.7) (77.8) -7.8%

Operating expenses (1,038.2) (1,045.5) -0.7%

Net operating income 550.3 663.4 -17.1%Net impairment losses on loans (355.5) (389.1) -8.6%

Pre-tax profit from continuing operations 119.3 241.9 n.s.

Profit for the period attributable

to the shareholders of the

Partent before the Business Plan

impact

48.1 125.6 -61.7%

Portion of the impairment losses on loans with

consequent absorbtion of the provision shortfall net of

taxes and non controlling interests

(586.0) - n. s.

Redundancy expenses net of taxes and non controlling

interests(207.7) (1,190.0) n. s.

Impairment losses on brands net of taxes and non

controlling interests(37.9) - n. s.

Single Bank project expenses net of taxes and non

controlling interests(3.4) - n. s.

Business plan impact (835.0) n. s. n. s.

Profit (loss) for the year/period

attributable to the shareholders

of the Parent

(787.0) 124.4 n.s.

MAIN BALANCE SHEET ITEMS - Figures in € millions

30.6.2016 30.6.2015 D %

Customer Loans 83,906.9 85,340.0 -1.7%

Direct Funding 87,524.9 94,327.4 -7.2%

Total liabilities and equity 116,660.2 119,453.7 -2.3%

1 Over 95% of costs included in the 2019-2020 Business Plan (approx. 835 mln/€ net) were accounted in 2Q16, as announced on June 27th 2016. Net of this impact, 1H2016 registered a profit of 48.1 mln/€.

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Income statement summary 30.06.2013 30.06.2012 Variazioni %

Utile del periodo di pertinenza della Capogruppo

53 160 (66,8%)

For further information please contact:

UBI Banca – Media relations media.relations@ubibanca.it

02 7781 4213 - 02 7781 4932 - 02 7781 4936

www.ubibanca.it

Oct-16-1-(20) E