UBI Banca, in implementation of the resolution passed by the Shareholders' Meeting of 7th April 2017 and communicated to the market on the same date, intends to launch the program for the purchase of treasury shares to service the long-term incentive plan for Identified Staff of the Group . Pursuant to Delegated Regulation 2016/1052/EU, the details of the treasury share buyback program are provided below, as disclosed in a note from the same bank.
Purpose of the program
In support of the Business Plan, for the "Identified Staff" of the Group, with the exception of the "Members of the Corporate Bodies", of the Company Control Functions and other specific positions, an Incentive Plan has been envisaged for the period 2017-2019 /2020, with the aim of increasingly aligning the interests of Management with those of the Shareholder in a long-term perspective.
Participation in this incentive plan took place through a direct investment by management, which purchased UBI Banca shares on the market with its own resources for a predetermined maximum portion of the gross annual salary. On 20 September, the level of subscription was communicated, which led the management concerned to purchase approximately 400.000 shares for a value of approximately 1,6 million euro.
The value of the investment made by the manager may increase as a result of the structure of the plan, which provides for the recognition of an increasing number of shares by UBI Banca mainly due to the achievement of the 2019 and 2020 objectives set out in the Business Plan, in addition than for the increase in the value of the security.
Maximum cash amount allocated to the program, maximum number of shares to be purchased, duration of the program and methods through which purchases can be made
The Incentive Plan provides that ordinary shares of UBI Banca can be purchased on regulated markets for a maximum value of approximately EUR 16,4 million, with the possibility of using the remaining shares held in the portfolio by UBI Banca, deriving from previous purchases at the service of previous incentive plans. The maximum quantity of shares to be purchased to service the Incentive Plan is equal to n. 3.637.840 shares given that no. 250.000 shares already in the UBI Banca portfolio.
The purchase of treasury shares will take place in the manner indicated by art. 132 of the Consolidated Finance Act and paragraph 1, letter b), of art. 144 bis of the Issuers' Regulation and, therefore, the purchase will be made on regulated markets according to operating methods that ensure equal treatment between Shareholders and do not allow the direct combination of purchase trading proposals with predetermined sale trading proposals, as well as in full compliance with the measures to prevent market abuse and the related market practices admitted by Consob.
In any case, these purchases will be made within 18 months from the date of issue of the authorization by the Shareholders' Meeting of 7 April 2017 (therefore, by 7 October 2018) and at a price no lower and no higher than 10% at the reference price of the UBI Banca share in the market session preceding each individual purchase transaction.
The share purchase program will be coordinated by Akros which will carry out the purchases in complete independence and without any influence on the part of UBI Banca as regards the moment of purchase of the same. The daily purchase quantities will not exceed 25% of the average daily trading volume of UBI Banca shares on regulated markets, calculated on the basis of the average daily trading volume during the 20 trading days preceding the date of purchase.
It should be noted that the bank holds, as of today's date, a total of n. 2.834.880 treasury shares, equal to 0,25% of the share capital. In compliance with current legislation, UBI Banca will provide adequate communication to the public of information on purchase transactions carried out from time to time by the end of the seventh trading day following the execution date of the transactions themselves - this communication will also be available on the website of the Group, www.ubibanca.it – and any subsequent changes to the aforementioned purchase program will be promptly communicated by the Company to the public.
