The scope of the consolidation

Transcription

1 The scope of the consolidation The companies included in the consolidation as at 30 th June 2012 are listed below, divided into subsidiaries (fully consolidated) and associates (accounted for using the equity method). The percentage of control or ownership attributable to the Group (direct or indirect), their headquarters (registered address or operating headquarters) and the share capital is also indicated for each of them. Fully consolidated companies (control is by the Parent of the Group where no other indication is given): 1. Unione di Banche Italiane Scpa UBI Banca (Parent) registered address: Bergamo, Piazza Vittorio Veneto, 8 share capital: 2,254,366, Banca Popolare di Bergamo Spa (100% controlled) registered address: Bergamo, Piazza Vittorio Veneto, 8 share capital: 1,350,514, Banco di Brescia San Paolo CAB Spa (100% controlled) registered address: Brescia, Corso Martiri della Libertà, 13 share capital: 615,632, Banca Popolare Commercio e Industria Spa ( % controlled) registered address: Milano, Via della Moscova, 33 share capital: 934,150, Banca Regionale Europea Spa ( % controlled) 2 registered address: Cuneo, Via Rome, 13 share capital: 586,100, Banca Popolare di Ancona Spa ( % controlled) registered address: Jesi (Ancona), Via Don A. Battistoni, 4 share capital: 147,301, Banca Carime Spa ( % controlled) registered address: Cosenza, Viale Crati snc share capital: 1,468,208,505,92 8. Banca di Valle Camonica Spa ( % controlled and Banco di Brescia holds %) registered address: Breno (Brescia), Piazza Repubblica, 2 share capital: 2,738, Banco di San Giorgio Spa (the Parent holds % and % controlled by BRE) registered address: Genova, Via Ceccardi, 1 share capital: 102,119, Banque de Dépôts et de Gestion Sa (100% controlled) registered address: Avenue du Théâtre, 14 - Lausanne (Switzerland) share capital: 10,000,000 Swiss francs 11. UBI Banca International Sa ( % controlled and % held by Banco di Brescia, % held by BPB and % by Banco di San Giorgio) registered address: 37/A, Avenue J.F. Kennedy, L Luxembourg share capital: 70,613, UBI Trustee Sa (100% controlled by UBI Banca International) registered address: 37/A, Avenue J.F. Kennedy, L Luxembourg share capital: 250, UBI Capital Singapore Pte Ltd former BDG Singapore Pte Ltd (100% controlled by UBI Banca International) registered address: 47 Scotts Road # 06-01/02, Goldbell Towers, Singapore share capital: 10,600,000 Singapore dollars 14. B@nca 24-7 Spa (100% controlled) operating headquarters: Bergamo, Via A. Stoppani, 15 share capital: 316,800,000 1 On 4 th July 2012, following the exercise of a conversion right held by bondholders, the share capital rose to 2,254,367, The percentage of control relates to the total share capital held. The Group does in fact possess % of the ordinary shares, % of the privileged shares and % of the savings shares; 41

2 15. Barberini Sa in liquidation (100% controlled) registered address: Woluwe-Saint-Pierre, Avenue de Tervueren, 237 Brussels (Belgium) share capital: 3,000, Prestitalia Spa (100% controlled by B@nca 24-7) registered address: Bergamo, Via A. Stoppani, 15 share capital: 153,997, Silf Società Italiana Leasing e Finanziamenti Spa (100% controlled) registered address: Cuneo, Via Roma, 13 share capital: 2,000, IW Bank Spa ( % controlled and % held by Centrobanca) registered address: Milano, Via Cavriana, 20 share capital: 18,404, InvestNet International Spa 4 (100% controlled by IW Bank) registered address: Milano, via Cavriana, 20 share capital: 12,478, UBI Banca Lombarda Private Investment Spa (100% controlled) registered address: Brescia, Via Cefalonia, 74 share capital: 67,950, Centrobanca Spa ( % controlled and BPA holds a % interest) registered address: Milano, Corso Europa, 16 share capital: 369,600, Centrobanca Sviluppo Impresa SGR Spa (100% controlled by Centrobanca) registered address: Milano, Corso Europa, 16 share capital: 2,000, UBI Pramerica SGR Spa (65% controlled) operating headquarters: Milano, Via Monte di Pietà, 5 share capital: 19,955, UBI Management Company Sa (100% controlled by UBI Pramerica SGR) registered address: 37/A, Avenue J.F. Kennedy, L Luxembourg share capital: 125, UBI Insurance Broker Srl (100% controlled) registered address: Bergamo, Via f.lli Calvi, 15 share capital: 3,760, UBI Leasing Spa ( % controlled and BPA holds %) registered address: Brescia, Via Cefalonia, 74 share capital: 241,557, Unione di Banche Italiane per il Factoring Spa - UBI Factor Spa (100% controlled) registered address: Milano, Via f.lli Gabba, 1/a share capital: 36,115, BPB Immobiliare Srl (100% controlled) registered address: Bergamo, Piazza Vittorio Veneto, 8 share capital: 185,680, Società Bresciana Immobiliare Mobiliare - S.B.I.M. Spa (100% controlled) registered address: Brescia, Via A. Moro, 13 share capital: 35,000, Società Lombarda Immobiliare Srl - SOLIMM (100% controlled) registered address: Brescia, Via Cefalonia, 74 share capital: 100, BPB Funding Llc (100% controlled) registered address: One Rodney Square, 10 th floor, Tenth and King Streets, Wilmington, New Castle County, Delaware, USA share capital: 1,000, BPB Capital Trust (100% controlled by BPB Funding Llc) registered address: One Rodney Square, 10 th floor, Tenth and King Streets, Wilmington, New Castle County, Delaware, USA share capital: 1, Banca Lombarda Preferred Capital Company Llc (100% controlled) registered address: 1209, Orange Street the Corp. Trust Center, Wilmington, New Castle County, Delaware, USA share capital: 1, Banca Lombarda Preferred Securities Trust (100% controlled) registered address: 1209, Orange Street the Corp. Trust Center, Wilmington, New Castle County, Delaware, USA share capital: 1, BPCI Funding Llc (100% controlled) 3 UBI Banca also holds 92,784 financial instruments termed parts bénéficiaires issued by the company, which do not form part of the share capital. 4 In implementation of resolutions approved by the Boards of Directors of IW Bank and InvestNet International on 15 th June 2012, a deed was signed on 17 th July 2012 for the merger of InvestNet International into IW Bank (entered in the Milan Company Register on 23 rd July 2012). The merger took effect on 1 st August 2012, while it is effective for accounting and tax purposes from 1 st January

3 registered address: One Rodney Square, 10 th floor, Tenth and King Streets, Wilmington, New Castle County, Delaware, USA share capital: 1,000, BPCI Capital Trust (100% controlled by BPCI Funding Llc) registered address: One Rodney Square, 10th floor, Tenth and King Streets, Wilmington, New Castle County, Delaware, USA share capital: 1, UBI Fiduciaria Spa (100% controlled) registered address: Brescia, Via Cefalonia, 74 share capital: 1,898, UBI Gestioni Fiduciarie Sim Spa (100% controlled by UBI Fiduciaria) registered address: Brescia, Via Cefalonia, 74 share capital: 1,040, Coralis Rent Srl (100% controlled) registered address: Milano, Via f.lli Gabba, 1 share capital: 400, UBI Sistemi e Servizi SCpA 5 Consortium Stock Company ( % controlled and % held by: Banca Popolare di Bergamo, Banco di Brescia, Banca Popolare Commercio e Industria, Banca Popolare di Ancona, Banca Carime and Banca Regionale Europea; % held by: Banco di San Giorgio, Banca di Valle Camonica, UBI Banca Private Investment, UBI Pramerica SGR, Centrobanca and B@nca 24-7; 0.74% held by UBI Factor; 0.074% held by: IW Bank, UBI Insurance Broker, SILF and Prestitalia) registered address: Brescia, Via Cefalonia, 62 share capital: 35,136, UBI Finance Srl 6 (60% controlled) registered address: Milano, Foro Bonaparte, 70 share capital: 10, UBI Finance CB 2 Srl 7 (60% controlled) registered address: Milano, Foro Bonaparte, 70 share capital: 10, Albenza 3 Srl Orio Finance Nr. 3 Plc Finance Srl Lombarda Lease Finance 4 Srl UBI Finance 2 Srl UBI Finance 3 Srl UBI Lease Finance 5 Srl UBI SPV BBS 2012 Srl UBI SPV BPCI 2012 Srl UBI SPV BPA 2012 Srl 14 5 The Group holds a controlling 98.52% interest in the share capital of UBI.S; the remaining 1.48% is held by UBI Assicurazioni. 6 A special purpose entity in accordance with Law No. 130/1999, this company, enrolled on the general list of intermediaries pursuant to Art. 106 of the consolidated banking act, was formed on 18 th March 2008 to allow the Parent to implement a programme to issue covered bonds on residential mortgages. 7 A special purpose entity in accordance with Law No. 130/1999, this company, enrolled on the general list of intermediaries pursuant to Art. 106 of the consolidated banking act, was formed on 20 th December 2011 to allow the Parent to implement a second programme to issue covered bonds on commercial non residential mortgages. 8 Special purpose entities formed in compliance with Law No. 130/1999 for the securitisations performed in 2001 and 2002 by the former BPB-CV Scrl (Albenza 3 Srl) and by BPU International Finance Plc Ireland subsequently closed down (Orio Finance Nr. 3 Plc). They were consolidated because they are in reality controlled, since their assets and liabilities were originated by Group member companies. The consolidation only concerns those assets subject to securitisation and the relative liabilities issued. 9 A special purpose entity used in compliance with Law No. 130/1999 for the B@nca 24-7 securitisations performed in It was consolidated because this company is in reality controlled, since its assets and liabilities were originated by a Group member company. UBI Banca holds a 10% stake. 10 A special purpose entity formed in accordance with Law No. 130/1999 when a securitisation was performed in 2005 by SBS Leasing. It was consolidated because this company is in reality controlled, since its assets and liabilities were originated by a Group member company. UBI Banca holds a 10% stake. 11 A special purpose entity used in accordance with Law No. 130/1999 for the securitisation of a portfolio of performing loans performed by Banco di Brescia at the beginning of It was consolidated because this company is in reality controlled, since its assets and liabilities were originated by a Group member company. UBI Banca holds a 10% stake. 12 A special purpose entity used in accordance with Law No. 130/1999 for the securitisation of a portfolio of performing loans performed by Banca Popolare di Bergamo at the end of It was consolidated because this company is in reality controlled, since its assets and liabilities were originated by a Group member company. UBI Banca holds a 10% stake. 13 A special purpose entity formed in accordance with Law No. 130/1999 for the securitisation of performing loans by UBI Leasing in November It was consolidated because this company is in reality controlled, since its assets and liabilities were originated by a Group member company. UBI Banca holds a 10% stake. 14 A special purpose entity formed in accordance with Law No. 130/1999 for the securitisation of the performing loans to SMEs of some network banks (Banco di Brescia, Banca Popolare Commercio e Industria and Banca Popolare di Ancona). They were consolidated because they are in reality controlled, since their assets and liabilities were originated by Group member companies. UBI Banca holds a 10% stake in each of them. 43

4 Companies accounted for using the equity method (the investment is by the Parent where no other indication is given): 1. Aviva Vita Spa (50% interest held) registered address: Milan, Viale Abruzzi, 94 share capital: 155,000, Aviva Assicurazioni Vita Spa (formerly UBI Assicurazioni Vita Spa) ( % interest held) registered address: Milano, Viale Abruzzi, 94 share capital: 49,721, Lombarda Vita Spa (40% interest held) registered address: Brescia, Corso Martiri della Libertà, 13 share capital: 185,300, UBI Assicurazioni Spa ( % interest held) registered address: Milano, via Tolmezzo, 15 share capital: 32,812, Polis Fondi SGRpA (19.6% interest held) registered address: Milano, Via Solferino, 7 share capital: 5,200, Lombarda China Fund Management Company (49% interest held) registered address: 47, Sin Mao Tower, 88 Century Boulevard, Pudong Area , Shanghai (China) share capital: 120,000,000 yuan/renminbi 7. SF Consulting Srl (35% interest held) operating headquarters: Mantova, Via P.F. Calvi, 40 share capital: 93, Sofipo Sa (30% interest held by Banque de Dépôts et de Gestion) registered address: Via Balestra, 12 - Lugano (Switzerland) share capital: 2,000,000 Swiss francs 9. Arca SGR Spa ( % interest held by the Parent and % by BPA) registered address: Milano, Via M. Bianchi, 6 share capital: 50,000, S.P.F. Studio Progetti Finanziari Srl (25% interest held by BPA) registered address: Roma, Via National, 243 share capital: 92, Prisma Srl (20% interest held) registered address: Milano, Via S. Tecla, 5 share capital: 120, Siderfactor Spa in liquidation (27% interest held by UBI Factor) registered address: Milano, Via f.lli Gabba, 1/A share capital: 1,200, Capital Money Spa ( % interest held) registered address: Milano, Via Lausanne, 16 share capital: 2,042, BY YOU Spa (former Rete Mutui Italia Spa, 10% interest held) 15 registered address: Milano, Corso Venezia, 37 share capital: 650, UFI Servizi Srl ( % interest held by Prestitalia) registered address: Roma, Via G. Severano, 24 share capital: 150,000 Changes in the scope of the consolidation The corporate ownership transactions which to-date have involved Banco di San Giorgio, B@nca 24-7, Prestitalia, UBI Banca International and UBI Capital Singapore Pte, as well as the share capital increases of Banca Popolare di Ancona and Banca Regionale Europea and the creation of new special purpose entities for securitisations (UBI SPV BBS, UBI SPV BPCI, UBI SPV BPA) are all of a strategic nature and consequently full descriptions are given in the previous section Significant events in the first half which may be consulted. No changes were made to the scope of the consolidation compared to 31 st December 2011, except for those reported below. Banks Centrobanca Spa: in the first months of the year, UBI Banca continued to purchase shares held by non-controlling shareholders (mainly banks), acquiring shares for a total of approximately 300 thousand; 15 This company, which is consolidated because UBI Banca holds 20% of the voting rights, was put into voluntary liquidation with a procedure entered in the Company Register on 13 th August

5 UBI Banca s investment therefore rose from % as at 31 st December 2011 to % at the end of June, while Group control increased at the same time over the six month period from % to %; Banca Popolare di Ancona Spa: UBI Banca made further purchases during the first half from non-controlling shareholders for a total of 6,634 shares, which brought its controlling interest up from % at the end of 2011 to % as at 30 th June 2012; Banca Regionale Europea Spa: following the disposal by individual shareholders of 6,000 savings shares to the Parent, the percentage held rose from % as at 31 st December 2011 to % at the end of first half. Similarly, control of the share capital as a whole rose from % in December 2011 to % as at 30 th June The Group does in fact possess % of the ordinary shares, % of the privileged shares and the % of the savings shares already mentioned; IW Bank Spa: on 3 rd April 2012 Centrobanca and Webstar Sa terminated the contracts they signed in 2009 and gave instructions, also in the interest of UBI Banca, to complete the transfer of ownership of the investment in IW Bank held by Webstar. The Parent therefore acquired 7,609,144 shares in the online bank from this Luxembourg counterparty, corresponding to % of the share capital of IW Bank, in return for a total payout of 15.5 million. After that transaction the investment held by the Parent increased from % in December 2011 to % as at 30 th June 2012 (Centrobanca s investment was unchanged at %). At the end of the first half the Group therefore held % control of IW Bank (up from % the previous December). It must also be considered that the percentages reported do not include the treasury shares held by IW Bank (831,168 shares accounting for % of the total). If these are included, control of the share capital is total; Banca Carime Spa: in June the Parent acquired 28,068 shares from non-controlling shareholders bringing its control of the subsidiary up to % ( % at the end of 2011). Other companies: Arca SGR Spa: on 14 th March 2012 the UBI Banca Group disclosed that it had informed this company of its desire to withdraw from the share capital of that company, with respect to all the shares held. The right of withdrawal arose, in accordance with Art 2347 of the Italian Civil Code, because the Group did not vote in favour of the resolution passed by an Extraordinary Shareholders Meeting which, on 20 th February 2012 (filed with the Company Registrar of Milan on 5 th March 2012), had made amendments to the Articles of Association. The withdrawal involved 13,354,000 shares (11,562,000 held by UBI Banca and 1,792,000 by Banca Popolare di Ancona), corresponding to % of the share capital of Arca SGR, valued at an average of 2.09 per share. Following the exercise of that right to withdrawal, the Group will have the right to cash payment for the shares held, at a price of 2.70 per share, as determined according to the law by the Board of Directors of Arca SGR. The payment will take place within the time limits set by the Italian Civil Code. The investment in the company has been recognised within assets held for disposal from 31 st March 2012; UBI Finance CB 2 Srl: on 20 th March 2012, following the issue of the authorisation from the Supervisory Authority for acquisition of control of the Company, UBI Banca, which already held 10% of the share capital, acquired a further 50% of UBI Finance CB 2. The company whose sole purpose is the issue of covered bonds in accordance with Art. 7-bis of Law No. 130 of 30 th April 1999 was formed last December for the purpose of commencing a second programme for the issuance of covered bonds backed by non-residential commercial mortgages. The remaining part of the share capital (40%) is held by the Dutch registered company Stichting Viola; Barberini Sa: on 30 th March 2012, a Shareholders' Meeting of this Belgian registered company (100% controlled) passed a resolution to close it down in advance and to put it into liquidation (deed filed on the 24 th April with the Brussels Court of Commerce). The sole purpose of Barberini (both in Belgium and abroad) was the management of the equity investment in Prestitalia Spa, sold in January 2011 to B@nca Since it held no other investments in portfolio, the governing bodies passed a resolution to wind it up and 45

6 prepared liquidation financial statements as at and for the period ended 31 st January The company will be removed from the Company Register once the necessary legal formalities are complete. 46