Prospectus UBI Banca Covered Bond Programme

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Prospectus Banca Regionale Europea Effective from Position Name Current position 01/01/2010 General Manager R. Tonizzo * General Manager at Banco di San Giorgio 01/09/2009 Deputy General Manager and Commercial Manager R. Barbarini Managing Director at UBI Banca Private Investment Banca Popolare di Ancona Effective from Position Name Current position 01/09/2009 Joint General Manager and Commercial Manager N. Tartaglia Responsible of Strategic Development and Integration at UBI Banca 01/09/2009 Deputy General Manager and Credit Manager G. Rispoli Credit Manager at Banca Carime Banca Carime Effective from Position Name Current position 01/09/2009 Deputy General Manager and Commercial Manager Banco di San Giorgio G. Minervino Corporate Market Manager at Banca Carime Effective from Position Name Current position 01/09/2009 General Manager S. Mori Deputy General Manager and Commercial Manager at Banco di San Giorgio 01/09/2009 Deputy General Manager and Commercial Manager L. Minolfi Corporate Market Manager at Banco di San Giorgio Banca 24/7 Effective from Position Name Current position 08/07/2009 General Manager M. Castelli Senior Deputy General Manager and Commercial Manager at Banca Popolare di Ancona * The change over will commence from 1/09/2009 Capital management initiatives A brief summary of various capital management initiatives recently launched by UBI Banca following authorisation from the Bank of Italy, with a view to maintaining, strengthening and improving the capital of the UBI Banca Group in the medium term, is set out below. Warrants The shareholders' meeting held on 9 May 2009 approved the issue by UBI Banca of 639,145,900 warrants (the UBI Banca 2009/2011 warrants) to be allotted free of charge to its shareholders on 18 May 2009, at a ratio of 1 warrant for every share held. The warrants give holders the right to subscribe ordinary shares of UBI Banca at an exchange ratio of 1 share for every 20 warrants after two years at a price of 12.30 Euro for each new share issued. For the purposes of the exercise of warrants, the shareholders' meeting approved an increase in the share capital of UBI Banca, which may be effected in tranches, for a maximum (if all the warrants are exercised) of Euro393,074,729 (inclusive of the share premium), to be performed by 31 December 2011, through the issue of a maximum of 31,957,295 ordinary shares, with normal dividend entitlement. Following the obtaining of - 108 -
Prospectus approvals from CONSOB and from Borsa Italiana S.p.A., on 23 June 2009 Borsa Italiana S.p.A. set the initial trading date for the warrants at 25 June 2009. Exchange offer UBI Banca has recently completed an exchange offer in respect of five series of Lower Tier II subordinated notes and three series of trust preferred securities (together, the "Securities") issued by UBI Banca and by entities within the UBI Banca Group. Pursuant to the exchange offer, holders of Securities were invited to exchange Securities for senior debt securities issued under the Programme (the "New Senior Notes"). The terms of the exchange offer provided that, in order to receive New Senior Notes, each holder of Securities was required to tender Securities in an amount that rendered it eligible to receive a nominal amount of New Senior Notes of at least Euro50,000. If this requirement was not satisfied by a holder participating in the exchange offer, the relevant Securities would be purchased by UBI Banca for cash. On 19 June 2009, UBI Banca announced that, pursuant to the exchange offer, it had received offers for exchange in relation to the Securities in an aggregate nominal amount of Euro640,450,000. The aggregate nominal amount of Securities that UBI Banca purchased for cash pursuant to the exchange offer was Euro2,799,200 (being Euro271,200 for the trust preferred securities and Euro2,528,000 for the Lower Tier II subordinated notes). On 25 June 2009, in exchange for the Securities offered for exchange pursuant to the offer and not purchased for cash, UBI Banca issued New Senior Notes in an aggregate nominal amount of Euro574,274,000, together with additional senior notes in an aggregate amount of Euro275,726,000 to guarantee greater liquidity in the issue. The aggregate nominal amount of senior notes issued on such date was therefore Euro850,000,000. Convertible bonds The shareholders' meeting of 9 May 2009 also approved a share capital increase for the issue of bonds convertible into ordinary shares of UBI Banca, to be offered to shareholders in a maximum amount of Euro640,000,000 and with a four year maturity (the "Convertible Bonds"). Following the obtaining of approvals from CONSOB and the Italian Stock Exchange, on 18 June 2009 UBI Banca's Management Board approved the final conditions of the Convertible Bonds, which will be issued in a total nominal amount of Euro639,145,872, through the issue of 50,129,088 convertible bonds for a nominal amount of Euro12.75 each, to be offered to the shareholders of UBI Banca at a ratio of 4 convertible bonds for every 51 ordinary shares of UBI Banca held. The Convertible Bonds give holders the right to receive a fixed coupon, payable annually, of 5.75 per cent. gross per annum of the nominal amount of the Convertible Bonds and will have a term from 10 July 2009 until 10 July 2013. The subscription period for the Convertible Bonds commenced on 22 June 2009 and ended on 10 July 2009, and the rights trading period commenced on 22 June 2009 and ended on 3 July 2009. Within the month following the conclusion of the offer period, UBI Banca will offer any unexercised rights for sale on the stock exchange in compliance with applicable laws. - 109 -
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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
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Prospectus Bondholder. Once deposit
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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 and 104: Prospectus Name Position Principal
Page 105 and 106: Prospectus The Supervisory Board al
Page 107: Prospectus General Management Name
Page 111 and 112: Prospectus (thousands of Euro) UNIO
Page 113 and 114: Prospectus (thousands of Euro) UNIO
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
Page 157 and 158: 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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