Prospectus UBI Banca Covered Bond Programme

Prospectus
Banca Popolare di Bergamo S.p.A.
THE SELLERS
History and development
Banca Popolare di Bergamo S.p.A. ("Banca Popolare di Bergamo") was incorporated under the laws of Italy on
25 March 2003, and started its banking activities on 1 July 2003, as Network Bank of the former BPU Group.
The contribution in kind of the branch business of former Banca Popolare di Bergamo CV Scrl (established in
1869) to the new Bank and the authorisation released by the Governor of Bank of Italy to perform banking
activities became effective on the same date.
Pursuant to Article 3 of its by-Laws, the duration of the company is up to 31 December 2050 but it may be
extended by the Extraordinary General Meeting of Shareholders. Its registered office is at Piazza Vittorio Veneto
8, Bergamo, and its principal objects, as set out in Article 4 of its by-Laws, are deposit-taking and the
carrying-out of all forms of lending activities. The Company may carry out, in addition to banking activities, all
other financial activities in compliance with the discipline set out for each of them, including the purchase and
management of equity investments and the establishment and management of supplementary pension
programmes, either open or closed.
Areas of activity – general
Banca Popolare di Bergamo is one of the nine network banks of the UBI Group and carries on its business by
maintaining a close relationship with its customers in the territory where it operates. The bank has a strong
presence in Lombardy, the key geographical areas in which it operates, and has a distinctive capability in
understanding and serving the requirements of the local economy in that area. It carries on its business with the
support and services provided directly or indirectly through its subsidiaries by its parent company, UBI Banca,
and offers and sells products and services developed at parent bank level. It has a sales model divided up
according to market segment: Retail (predominant activity of the Bank), Corporate and Private. Because of the
wide range of product companies within the UBI Group, Banca Popolare di Bergamo is able to offer services and
products which are both customised and evolved over time, and which are aimed at satisfying the needs of
different kinds of customers.
Lending
Composition of loans to customers
(in thousand Euro) 31.12.2008 % 31.12.2007 %
Current accounts ........................................................................................ 5,593,159 28.36 6,485,435 30.32
Mortgage loans and other medium to long-term financing......................... 10,640,110 53.96 10,389,110 48.57
Credit cards, personal loans and salary-backed loans................................. 106,252 0.54 177,835 0.83
Other transactions ...................................................................................... 3,019,577 15.31 4,062,121 18.99
Impaired assets........................................................................................... 359,973 1.83 276,047 1.29
TOTAL ................................................................................. 19,719,071 100.00 21,390,548 100.00
Residential mortgages represent approx. 43.9 per cent. of the item "Mortgage loans and other medium to
long-term financing".
Defaulted and problem loans
The following table shows a breakdown of the Bank's loans as at 31 December 2008 and 2007.
Loans to customers as at 31 December 2008
Figures in thousands of Euro
Gross
exposure %
Total net
impairment
losses
Net
exposure %
Deteriorated loans............................................................................. 530,093 2.66 (170,120) 359,973 1.83
Non-performing loans......................................................................... 289,293 1.45 (138,915) 150,378 0.76
Impaired loans .................................................................................... 182,222 0.91 (25,121) 157,101 0.80
Restructured loans............................................................................... 20,629 0.10 (4,068) 16,561 0.08
Past due loans ..................................................................................... 37,949 0.19 (2,016) 35,933 0.18
Performing loans............................................................................... 19,418,316 97.34 (59,218) 19,359,098 98.17
of which: Unguaranteed loans to countries at risk........................ 3,536 0.02 4 3,532 0.02
TOTAL ............................................................................ 19,948,409 100.00 (229,338) 19,719,071 100.0
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