Proxy granted to the proxy holder designated by the Company

A proxy may also be granted to Computershare S.p.A., with registered offices at 19 Via Lorenzo Mascheroni, Milan, the representative designated for that purpose by the Company in accordance with Art. 135-undecies of Legislative Decree No. 58 of 24^th February 1998.

A proxy granted to the designated proxy holder must contain voting instructions and it has effect only for those proposals for which instructions have been granted.

It is underlined that the shares for which a proxy has been granted to the designated proxy holder are calculated for the purpose of determining the proper constitution of the Shareholders’ Meeting. On the other hand, with regard to proposals for which no voting instructions have been given, the shares are not considered in calculating the majority and the percentage of capital required for the resolutions to be approved.

The grant of a proxy to the designated proxy holder is free of charge for the shareholder, except possibly those for mailing the proxy itself.

No proxies may be granted to Computershare S.p.A., except in its capacity as a designated proxy holder by means of the procedures indicated in Art. 135-undecies of Legislative Decree No. 58 of 24^th February 1998.

Furthermore, for the purposes of participation and the exercise of voting rights, granting a proxy to the designated proxy holder does not exempt persons entitled from the obligation to request authorised intermediaries to send a communication to the Company certifying the legitimate entitlement to take part in the Shareholders’ Meeting and to exercise voting rights, in accordance with Art. 83-sexies of Legislative Decree No. 58 of 24^th February 1998.

The proxy can be granted to the designated proxy holder by using the special web app provided and managed directly by Computershare S.p.A., which allows guided compilation of the proxy form for the designated proxy holder. 

Alternatively, a printable version of the proxy form for the designated proxy holder can be downloaded by clicking on the link below. 

 The original of the proxy, with all fields complete and duly signed, must be sent to the designated proxy holder by the end of the second trading day prior to the date of the Shareholders’ Meeting (i.e. 5^th April 2017), using one of the following alternative procedures:

- a computer copy (PDF) sent to ubi@pecserviziotitoli.it, provided that the person granting the proxy, even if a legal person, uses their own certified electronic mailbox or, in the absence of this, signs the electronic document with an advanced electronic signature, either qualified or digital, or

-  by fax on the No. +39 011 0923202, or

-  sends the original to Computershare S.p.A. - Via Nizza 262/73 - 10126 Torino

The proxy and the voting instructions may be revoked by that same deadline following the procedures indicated above.

Furthermore, if for technical reasons the proxy form for the designated proxy holder cannot be made available in electronic form, it may be sent in hardcopy form, free of charge, on simple request of the shareholder by telephoning the number +39 011 0923200 (from Monday to Friday, from 9:00 a.m. to 6:00 p.m.).

Information on granting a proxy to the designated proxy holder may be obtained by contacting Computershare S.p.A. on the number +39 011 0923200.

This English version is a courtesy translation from the Italian original document which remains the definitive version.

(italian original version at the following link: http://www.ubibanca.it/pagine/delega_rappresentante_designato.html)