Preguntas de interés para accionistas sobre la fusión con Liberbank

1. Who is entitled to the exchange of shares?

The right to receive Unicaja Banco shares, in accordance with the set exchange ratio, will be awarded to those Liberbank shareholders that have acquired their shares until the registration date of the merger deed with the Trade Register of Malaga (foreseen on 30 July 2021), and who appear as Liberbank shareholders in the records of Sociedad de Gestión de los Sistemas de Registro, Compensación y Liquidación de Valores, S.A. Unipersonal (Iberclear) on 3 August 2021, the date on which Iberclear will determine the Liberbank positions to be exchanged for Unicaja Banco shares.

2. When will the exchange take place?

The exchange of shares, due to the Merger, is expected to take place on 30 July 2021, date on which the merger deed will be registered on the Trade Register of Malaga (the ‘Exchange Date’).

3. What is the exchange ratio?

The exchange ratio will be 1 newly issued Unicaja Banco share, with a nominal value of one euro (1€) per share, for every 2.7705 Liberbank shares, with a nominal value of two euro cents (0.02€) per share. As an example, for every 1,000 Liberbank shares, the shareholder will receive 360 newly issued Unicaja Banco shares.

4. How will the exchange be covered?

Unicaja Banco will deliver to Liberbank shareholders newly issued Unicaja Banco ordinary shares, and for that purpose it will carry out a capital increase in the amount needed to cover the exchange, specifically, through the issue of 1,075,072,455 new shares.

5. How will the exchange procedure take place?

The exchange will be automatic and Liberbank shareholders will not have to take any action. The exchange of shares will be made through the institutions participating in Sociedad de Gestión de los Sistemas de Registro, Compensación y Liquidación de Valores, S.A. Unipersonal (‘Iberclear’) that are depositories thereof, following the procedures set for the book-entry regime.

6. When will Liberbank shares be delisted?

Liberbank shares are expected to be delisted at the close of business on 30 July 2021.

7. When will the new shares be traded for the first time?

The new Unicaja Banco shares issued to implement the Merger with Liberbank are expected to be traded for the first time on the Spanish stock exchanges on 2 August 2021. For further information on when the exchanged shares will be available to them, each Liberbank shareholder will need to consult the entity or entities participating in Iberclear that are depositaries of their Liberbank shares.

8. What are the effects of the Merger for the current shareholders of both Institutions?

Unicaja Banco shareholders


This transaction does not have an effect on the number of Unicaja Banco shares that they hold, but it affects the percentage that their shares will represent over the total share capital of Unicaja Banco post-merger, which will be diluted as new shares are issued to be exchanged for those of Liberbank. The subscription of this issue of new shares is exclusively reserved for Liberbank shareholders.

 

Liberbank shareholders

 

Their Liberbank shares will be converted into Unicaja Banco shares, as per the indicated exchange ratio.

 

The new Unicaja Banco shares resulting from the exchange shall be deposited in the same securities account where the Liberbank shares were deposited.

 

From the ‘exchange date’, the shares issued by Unicaja Banco to cover the exchange will confer the right to participate in the corporate earnings of Unicaja Banco on the same terms and conditions as the rest of Unicaja Banco shares in circulation on that date.

9. What happens if, because of the exchange ratio set, a Liberbank shareholder is not entitled to one share of Unicaja Banco?

Every  shareholder of Liberbank shares which, under the agreed exchange ratio and taking into account the number of shares of Liberbank held, is not entitled to receive an integer number of Unicaja Banco shares, or is entitled to receive an integer number of Unicaja Banco shares but then has a number of Liberbank shares left over that is insufficient to be entitled to receive an additional share of Unicaja Banco, may convey those left-over Liberbank shares to the odd-lot dealer (‘Agente de picos’), who will pay their value in cash, in accordance with the terms and conditions set in the procedure to acquire odd-lots (picos) and detailed in section (ii) of question 11.

10. What are the alternatives to the procedure for the acquisition of odd-lots?

Holders of a number of Liberbank shares which, under the agreed exchange ratio, does not entitle them to receive an integer number of shares of Unicaja Banco may acquire or transfer shares for the resulting shares to entitle them to, according to the mentioned exchange ratio, receive an integer number of Unicaja Banco shares. This decision to buy or sell will correspond to each shareholder individually.

11. What is the procedure for the acquisition of odd-lots?

The merging entities have decided to establish a mechanism to facilitate the exchange for Liberbank shareholder, by appointing and Odd-lot Dealer.

 

The main terms and conditions of the said procedure are:

 

(i)    Given that the exchange ratio is 1 newly issued share of Unicaja Banco for each 2.7705 shares of Liberbank, at the end of the Exchange Date (i.e. 30 July 2021), each Liberbank shareholder who, by applying the exchange ratio and as a result of their position in each of their open securities accounts, is entitled to receive an integer number of Unicaja Banco shares and has a remaining number (integer or otherwise) of Liberbank shares that does not entitle them to receive one (1) Unicaja Banco share, or holds 1 Liberbank share which, therefore, does not entitle them to receive at least one (1) integer Unicaja Banco share —the aforementioned Liberbank shares (whole or fractions) which, in aggregate, do not entitle shareholders to receive one Unicaja Banco share are referred to as ‘odd-lot’—, may transfer such fractional share to the odd-lot dealer.

 

(ii)    The purchase price that the odd-lot dealer will pay for each odd-lot will be the result of multiplying (a) the arithmetic mean of the weighted average price of Liberbank’s shares on the Spanish Stock Exchange Interconnection System (Continuous Market) during the last three trading sessions of Liberbank on the Spanish stock exchanges up to and including the Exchange Date (which are expected to be 28, 29 and 30 July 2021), rounded up or down, to the nearest number, to four (4) decimal places; by (b) the odd-lot in question; rounding the result up to the nearest euro cent and, in the case of half a euro cent, to the next higher euro cent.

12. How can shareholders contact Unicaja Banco and Liberbank?

Until the exchange of shares, the shareholders of Unicaja Banco and Liberbank may contact their respective Shareholders Offices as indicated on their corresponding websites. From the exchange on, they may contact Unicaja Banco Shareholder Office on the phone number + 34 952 138 165 (Monday to Friday, from 08:00 to 15:00, except national holidays) or by e-mail sent to buzondeaccionistas@unicaja.es.

13. What are the benefits of the Merger for shareholders?

This corporate transaction constitutes a Project of value creation for shareholders, improving efficiency and profitability levels from a sound customer base, diversified both by sectors and geographically, with access to a single distribution platform and a better offering of products and services.

 

The transaction will enable the combined institution to gain size to face in the best possible way the challenges faced by the financial sector, including those arising from the economic environment, the current interest rates and the ongoing transformation and digitalization process.

14. How has the exchange ratio been set?

For the determination of the exchange ratio, and taking into account the characteristics of Unicaja Banco and Liberbank, their business models, reference markets and the regulatory framework under which they operate, as well as the valuation methods commonly used for banking institutions, the stock exchange quotation price of the merging companies has been used as a valuation method, supplementing this method with: (i) historical share price (historical average prices of periods of time before 2 October 2020), (ii)  multiples of listed comparable entities, (iii) dividend discount model and (iv) target prices of Unicaja Banco and Liberbank shares provided by stock analysts.

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