Prospectus UBI Banca Covered Bond Programme

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Prospectus PARTIES Issuer Unione di Banche Italiane S.c.p.A., a co-operative company limited by shares incorporated under the laws of Italy. For a more detailed description of the Issuer, see "The Issuer". Guarantor UBI Finance S.r.l., a limited liability company incorporated under the laws of Italy. For a more detailed description of the Guarantor, see "The Guarantor". Sellers Banca Regionale Europea S.p.A. Banco di Brescia S.p.A. Banca Popolare di Bergamo S.p.A. Banca Popolare Commercio e Industria S.p.A. Banca Carime S.p.A. Banca di Valle Camonica S.p.A. Banca di San Giorgio S.p.A. B@nca 24–7 S.p.A. Banca Popolare di Ancona S.p.A. UBI Banca Private Investment S.p.A. For a more detailed description of the Sellers, see "The Sellers". Arranger Dealer(s) Barclays Bank PLC (acting through its investment banking division, Barclays Capital) Barclays Bank PLC CALYON Commerzbank Aktiengesellschaft Deutsche Bank Aktiengesellschaft DZ BANK AG Deutsche Zentral-Genossenschaftsbank, Frankfurt am Main ING Bank N.V. Landesbank Baden-Württemberg Natixis Nomura International plc Société Générale UBS Limited and any other dealer appointed from time to time in accordance with the Programme Agreement, which appointment may be for a specific Series of Covered Bonds issued or on an ongoing basis. Calculation Agent Principal Paying Agent Master Servicer Sub-Servicers and Service Providers Representative of the Covered Bondholders Pursuant to the terms of the Cash Allocation Management and Payments Agreement, Unione di Banche Italiane S.c.p.A. will act as Calculation Agent. Pursuant to the terms of the Cash Allocation Management and Payments Agreement, The Bank of New York Mellon (Luxembourg) S.A., Italian Branch will act as Principal Paying Agent. Pursuant to the terms of the Master Servicing Agreement, Unione di Banche Italiane S.c.p.A. will act as Master Servicer. The Sellers will act as individual Sub-Servicers and Service Providers under the Master Servicing Agreement. BNY Corporate Trustee Services Limited, as Representative of the Covered Bondholders. The Representative of the Covered Bondholders will act as such pursuant to the Intercreditor Agreement, the Programme Agreement, - 12 -
Prospectus the Conditions and the Deed of Charge. Asset Monitor Asset Swap Providers Liability Swap Providers Back-to-Back Liability Swap Provider Italian Account Bank Luxembourg Account Bank Guarantor Corporate Servicer A reputable firm of independent accountants and auditors will be appointed as Asset Monitor pursuant to a mandate granted by the Issuer and the Asset Monitor Agreement. The initial Asset Monitor will be Mazars S.p.A. Each Seller as counterparty of the Guarantor under an Asset Swap Agreement. Each counterparty of the Guarantor under a Liability Swap Agreement. Unione di Banche Italiane S.c.p.A. as counterparty of the Guarantor under a Back-to-Back Liability Swap Agreement. Unione di Banche Italiane S.c.p.A. will act as Italian Account Bank pursuant to the Cash Allocation Management and Payments Agreement, subject to it being an Eligible Institution. UBI Banca International S.A. will act as Luxembourg Account Bank pursuant to the Cash Allocation Management and Payments Agreement, subject to it being an Eligible Institution. TMF Management Italia S.r.l., a company incorporated under the laws of Italy, has been appointed as Guarantor Corporate Servicer pursuant to the Corporate Services Agreement. THE PROGRAMME Programme description Programme size A covered bond issuance programme under which Covered Bonds (Obbligazioni Bancarie Garantite) will be issued by the Issuer to the Covered Bondholders. The aggregate nominal amount of the Covered Bonds at any time outstanding will not exceed Euro10,000,000,000 (or its equivalent in other currencies to be calculated as described in the Programme Agreement). The Issuer may however increase the aggregate nominal amount of the Programme in accordance with the Programme Agreement and subject to having obtained confirmation from the Rating Agencies that such increase would not negatively affect the then current ratings of the then outstanding Covered Bonds. THE COVERED BONDS Form of Covered Bonds Denomination of Covered Bonds The Covered Bonds will be issued in dematerialised form and held on behalf of their ultimate owners by Monte Titoli for the account of Monte Titoli account holders. Monte Titoli will act as depository for Euroclear and Clearstream. The Covered Bonds will at all times be in book entry form and title to the Covered Bonds will be evidenced by book entries. No physical document of title will be issued in respect of the covered bonds. The Covered Bonds will be issued in such denominations as may be specified in the relevant Final Terms, subject to compliance with all applicable legal and/or regulatory and/or central bank requirements and save that the minimum denomination of each Covered Bond admitted to trading on a regulated market within the European Economic Area or offered to the public in a Member State of the Economic Area in circumstances which require the publication of a prospectus under the Prospectus Directive will be Euro50,000 (or where the relevant Tranche is denominated in a currency other than Euro, the equivalent amount in such other currency). - 13 -
Page 1 and 2: Prospectus UNIONE DI BANCHE ITALIAN
Page 3 and 4: Prospectus Figures included in this
Page 5 and 6: Prospectus INFORMATION INCORPORATED
Page 7 and 8: Prospectus SUPPLEMENTS, FINAL TERMS
Page 9 and 10: Prospectus Structure Overview • P
Page 11: Prospectus on any Interest Payment
Page 15 and 16: Prospectus deferral will occur auto
Page 17 and 18: Prospectus AAA Aaa AAA Governing La
Page 19 and 20: Prospectus Guarantee in respect of
Page 21 and 22: Prospectus of each individual Cover
Page 23 and 24: Prospectus Securitisation and Cover
Page 25 and 26: Prospectus securities. Generally, t
Page 27 and 28: Prospectus Catastrophic events, ter
Page 29 and 30: Prospectus Reliance on Swap Provide
Page 31 and 32: Prospectus There is no guarantee th
Page 33 and 34: Prospectus • the right to request
Page 35 and 36: Prospectus (e) Monte Titoli Mandate
Page 37 and 38: Prospectus "Calculation Agent" mean
Page 39 and 40: Prospectus "D 1 " is the first cale
Page 41 and 42: Prospectus (ii) (iii) (iv) (v) an a
Page 43 and 44: Prospectus "Optional Redemption Dat
Page 45 and 46: Prospectus "Relevant Dealer(s) " me
Page 47 and 48: Prospectus 4. Status and Guarantee
Page 49 and 50: Prospectus (d) ISDA Determination I
Page 51 and 52: 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
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Prospectus "Voter" means, in relati
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Prospectus 5. VALIDITY OF BLOCK VOT
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Prospectus where applicable, modifi
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Prospectus 15.2 The Chairman and a
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Prospectus Removal and Remuneration
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Prospectus TITLE III THE REPRESENTA
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Prospectus 28.6 Discretions Save as
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Prospectus 29.2.16 shall not, if in
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Prospectus 30.7 Certificates of Par
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Prospectus 32.5 Notice of waiver If
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Prospectus FORM OF FINAL TERMS Set
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Prospectus [Instalment] [The Covere
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Prospectus (xv) Fall back provision
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Prospectus (i) Optional Redemption
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Prospectus These Final Terms compri
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Prospectus 5. [Fixed Rate Covered B
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Prospectus USE OF PROCEEDS The net
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Prospectus Calabria, Vibo Valentia,
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Prospectus (ix) a banking network o
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Prospectus The actual Supervisory B
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Prospectus Name Position Principal
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Prospectus The Supervisory Board al
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Prospectus General Management Name
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Prospectus approvals from CONSOB an
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Prospectus (thousands of Euro) UNIO
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Prospectus (thousands of Euro) UNIO
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Prospectus Defaulted and problem lo
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Prospectus Introduction THE GUARANT
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Prospectus Banca Popolare di Bergam
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Prospectus ( * ) Member of Executiv
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Prospectus Figures in thousands of
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Prospectus Name Franco Bossoni( * )
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Prospectus (In thousands of Euro) 3
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Prospectus of the bank. In accordan
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Prospectus Management Banca Regiona
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Prospectus INCOME STATEMENT (In tho
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Prospectus Detail of amounts due to
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Prospectus Funding Banca Carime's p
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Prospectus Funding Banca di Valle C
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Prospectus Direct funding from cust
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Prospectus Direct funding from cust
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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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