Italy's banking regulator has long urged co-operative lenders, whose shareholders have one vote each regardless of the size of their stake, to reform and become more attractive for potential investors.
At a shareholder meeting on Saturday UBI sealed a governance reform that strengthens board representation for investors that together hold at least 10 percent of its capital.
A month ago shareholders in rival Banca Popolare di Milano (BPM) unexpectedly rejected changes in by-laws also aimed at giving institutional investors a greater say.
BPM's chief executive Giuseppe Castagna said on Friday that the bank would wait until next year's shareholder meeting to attempt again to pass the changes.