Prospectus UBI Banca Covered Bond Programme

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Prospectus Name Position Principal activities performed outside the UBI Banca Group Member of the Board of RCS Mediagroup S.p.A. Toti S. Musumeci Board Member Chairman of the Board of Aviva Vita S.p.A. and member of the Board of Aviva Assicurazioni Vita S.p.A. Sergio Orlandi Board Member Member of the Board of Montefibre S.p.A., Tintoria Lux S.p.A., Sinterama S.p.A. Member of the Supervisory Board of Euroschor Societè par Action Semplifiè. Administrator of Burgfrau snc dei f.lli Orlandi & c. and Immobiliare Reseda di Edda Fedrizzi & c. S.a.s. Alessandro Pedersoli Board Member Member of the Board of Effe 2005 Finanziaria Feltrinelli S.p.A., and Assicurazioni Generali S.p.A. Giorgio Perolari Board Member Chairman of the Board of Perofil S.p.A. Member of the Board of Italmobiliare S.p.A. Sergio Pivato Board Member Chairman of the Board of Statutory Auditors of , Reno de Medici S.p.A., , SMA S.p.A., Freni Brembo S.p.A., S.I.D.M. S.p.A.. Member of the Board of Statutory Auditors of Auchan S.p.A. Roberto Sestini Board Member Chairman of the Board of FLOW FIN S.p.A., Società Italiana Acetilene & Derivati Siad S.p.A., Siad Macchine Impianti S.p.A., Sibem S.p.A., Bergamo Fiera S.p.A., Servitec Servizi per l'innovaz. Tecnol. Della Provincia di Bergamo S.r.l., Interconnessione Pedemontana-Brebemi S.p.A., Compressione Gas Tecnici s. cond. a r.l., Esa S.r.l., Ita S.r.l., Italargon S.r.l., Samac Società Azionaria Miniere Anidride Carbonica S.p.A., Siad Servizi S.r.l., Siad Romania S.r.l. Deputy Chairman of the Board of Agenzia per le Relazioni Economiche Industriali e Commerciali con la Cina S.r.l. and of Rs servizi s. cons.a r.l. Sole administrator of SEFIN S.p.A., TRE-F S.r.l. Member of the Board of Rivoira S.p.A., Sacbo S.p.A., Società di Progetto BREBEMI S.p.A., Tecnodal S.p.A., Ateneo Bergamo S.p.A., Sacbo S.p.A., Futurimpresa SGR S.p.A., Carbitalia S.p.A., Stabiagas asa S.r.l., RRL-S.cons.a.r.l., Innowatio S.p.A. The business address of the Supervisory Board is the Issuer's registered office at Piazza Vittorio Veneto 8, 24122 Bergamo. The present Supervisory Board has been appointed for a term of office expiring at the shareholders' meeting convened to approve the annual financial statements of UBI Banca as at and for the year ending 31 December 2009. - 104 -
Prospectus The Supervisory Board also established from among its members the three committees provided for under the Articles of Association: • the Appointments Committee, with the responsibility for selecting and proposing appointments to the Supervisory Board; • the Remuneration Committee, with responsibility for proposing and consulting on remuneration in accordance with applicable law and the Articles of Association; and • the Internal Audit Committee, with responsibility for proposing, consulting and enquiring on matters attributed to the Supervisory Board regarding internal controls, risk management and the ICT and accounting system. The Supervisory Board has also established from amongst its members an Accounting Committee, which supports with proposal and consultation functions the Supervisory Board in relation to issues concerning the individual and consolidated Annual Reports and the interim reports. Management Board The Management Board is composed by a minimum of 7 to a maximum of 11 members elected with a three-years mandate from amongst registered shareholders with voting rights by the Supervisory Board, on the proposal of the Appointments Committee. The Supervisory Board also appoints the Chairman and the Deputy Chairman of the Management Board. The Management Board appoints the Chief Executive Officer from among its members, upon proposal of the Supervisory Board, heard the Appointments Committee. The members of the Management Board must be in possession of the qualities of integrity and professionalism and any other requirement prescribed by regulations currently in force. The majority of them must have at least a total of three-years experience in management and/or professional activities in financial and/or securities and/or banking and/or insurance companies in Italy or abroad and at least one of them must possess the requirements of independence stated in the consolidated law on finance. The Management Board, which meets at least once a month, is responsible for the management of the company in observance of the general strategic policies and programmes approved by the Supervisory Board. The main powers of the Management Board are as follows: • the definition of the general programmes and strategic policies and the drawing up of the industrial and/or financial plans of the Bank and the Group to be submitted to the approval of the Supervisory Board; • the appointment and dismissal of the General Management and the definition of its functions and responsibilities, and also the appointment of the senior management of the Group; • the preparation of the draft Individual Company Financial Statements and of the draft Consolidated Financial Statements. The Management Board is currently composed by: Name Position Principal activities performed outside the UBI Banca Group Emilio Zanetti Chairman Chairman of the Board of Società Editrice S.S. Alessandro Ambrogio Bassiano S.p.A., Immobiliare Albenza S.p.A.Deputy Chairman of the Board of La Provincia di Como S.p.A. -Editoriale, Sacbo S.p.A. Member of the Board of Italcementi S.p.A. Flavio Pizzini Deputy Chairman Member of the Board of Don Gnocchi Sistemi S.r.l., Novaradio S.r.l. Chairman of the Board of Statutory Auditors of Mittel S.p.A. Mittel Generale Investimenti S.p.A. - 105 -
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Prospectus UNIONE DI BANCHE ITALIAN
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Prospectus Figures included in this
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Prospectus INFORMATION INCORPORATED
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Prospectus SUPPLEMENTS, FINAL TERMS
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Prospectus Structure Overview • P
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Prospectus on any Interest Payment
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Prospectus the Conditions and the D
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Prospectus deferral will occur auto
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Prospectus AAA Aaa AAA Governing La
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Prospectus Guarantee in respect of
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Prospectus of each individual Cover
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Prospectus Securitisation and Cover
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Prospectus securities. Generally, t
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Prospectus Catastrophic events, ter
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Prospectus Reliance on Swap Provide
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Prospectus There is no guarantee th
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Prospectus • the right to request
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Prospectus (e) Monte Titoli Mandate
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Prospectus "Calculation Agent" mean
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Prospectus "D 1 " is the first cale
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Prospectus (ii) (iii) (iv) (v) an a
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Prospectus "Optional Redemption Dat
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Prospectus "Relevant Dealer(s) " me
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Prospectus 4. Status and Guarantee
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Prospectus (d) ISDA Determination I
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Prospectus (b) Extension of maturit
Page 53 and 54: Prospectus Bondholder. Once deposit
Page 55 and 56: Prospectus withheld or assessed by
Page 57 and 58: Prospectus (v) Invalidity of the Co
Page 59 and 60: Prospectus all respects except for
Page 61 and 62: Prospectus 1. GENERAL RULES OF THE
Page 63 and 64: Prospectus "Voter" means, in relati
Page 65 and 66: Prospectus 5. VALIDITY OF BLOCK VOT
Page 67 and 68: Prospectus where applicable, modifi
Page 69 and 70: Prospectus 15.2 The Chairman and a
Page 71 and 72: Prospectus Removal and Remuneration
Page 73 and 74: Prospectus TITLE III THE REPRESENTA
Page 75 and 76: Prospectus 28.6 Discretions Save as
Page 77 and 78: Prospectus 29.2.16 shall not, if in
Page 79 and 80: Prospectus 30.7 Certificates of Par
Page 81 and 82: Prospectus 32.5 Notice of waiver If
Page 83 and 84: Prospectus FORM OF FINAL TERMS Set
Page 85 and 86: Prospectus [Instalment] [The Covere
Page 87 and 88: Prospectus (xv) Fall back provision
Page 89 and 90: Prospectus (i) Optional Redemption
Page 91 and 92: Prospectus These Final Terms compri
Page 93 and 94: Prospectus 5. [Fixed Rate Covered B
Page 95 and 96: Prospectus USE OF PROCEEDS The net
Page 97 and 98: Prospectus Calabria, Vibo Valentia,
Page 99 and 100: Prospectus (ix) a banking network o
Page 101 and 102: Prospectus The actual Supervisory B
Page 103: Prospectus Name Position Principal
Page 107 and 108: Prospectus General Management Name
Page 109 and 110: Prospectus approvals from CONSOB an
Page 111 and 112: Prospectus (thousands of Euro) UNIO
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Page 115 and 116: Prospectus Defaulted and problem lo
Page 117 and 118: Prospectus Introduction THE GUARANT
Page 119 and 120: Prospectus Banca Popolare di Bergam
Page 121 and 122: Prospectus ( * ) Member of Executiv
Page 123 and 124: Prospectus Figures in thousands of
Page 125 and 126: Prospectus Name Franco Bossoni( * )
Page 127 and 128: Prospectus (In thousands of Euro) 3
Page 129 and 130: Prospectus of the bank. In accordan
Page 133 and 134: Prospectus Management Banca Regiona
Page 135 and 136: Prospectus INCOME STATEMENT (In tho
Page 137 and 138: Prospectus Detail of amounts due to
Page 141 and 142: Prospectus Funding Banca Carime's p
Page 145 and 146: Prospectus Funding Banca di Valle C
Page 149 and 150: Prospectus Direct funding from cust
Page 153 and 154: Prospectus Direct funding from cust
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Prospectus (In thousands of Euro) 3
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Prospectus Loans to customers as at
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Prospectus Covered Bond Guarantee S
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Prospectus Master Loans Purchase Ag
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Prospectus Master Servicer shall al
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Prospectus receive instructions fro
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Prospectus notice substantially in
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Prospectus price reasonably availab
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Prospectus Rating Downgrade Event U
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Prospectus in the name and on behal
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Prospectus CREDIT STRUCTURE The Cov
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Prospectus "Z" stands for the weigh
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Prospectus "Z" stands for the weigh
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Prospectus Pre-Issuer Event of Defa
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Prospectus (f) (g) (h) (i) Sixth, t
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Prospectus • the payment of which
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Prospectus DESCRIPTION OF CERTAIN R
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Prospectus The issuing bank The Ban
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Prospectus and the Covered Bond Gua
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Prospectus Finally the Prepayment P
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Prospectus authorised intermediary,
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Prospectus Where an Italian residen
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Prospectus terminate at the end of
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Prospectus and (3) an annual net tu
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Prospectus Listing and Admission to
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Prospectus GLOSSARY "Accounts" mean
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Prospectus "Commercial Mortgage Loa
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Prospectus guarantee) by an entity
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Prospectus "Initial Portfolio" mean
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Prospectus "Luxembourg BdB Interest
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Prospectus "Post-Enforcement Priori
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Prospectus "Representative of the C
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Prospectus "Transfer Date" means: (
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Prospectus PRINCIPAL PAYING AGENT T
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Prospectus UBI Banca Covered Bond Programme

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