Prospectus UBI Banca Covered Bond Programme

Prospectus
Status of the Covered Bonds
Specified Currency
Maturities
Redemption
The Covered Bonds will constitute direct, unconditional, unsecured and
unsubordinated obligations of the Issuer and will rank pari passu without
preference among themselves and (save for any applicable statutory
provisions) at least equally with all other present and future unsecured and
unsubordinated obligations of the Issuer from time to time outstanding. In
the event of a winding-up, liquidation, dissolution or bankruptcy of the
Issuer, any funds realised and payable to the Covered Bondholders will be
collected by the Guarantor in accordance with the Securitisation and
Covered Bond Law.
Subject to any applicable legal or regulatory restrictions, such currency or
currencies as may be agreed from time to time by the Issuer, the relevant
Dealer(s), the Principal Paying Agent and the Representative of the
Covered Bondholders (as set out in the applicable Final Terms) and
provided that confirmation has been obtained from the Rating Agencies
that such currency or currencies would not negatively affect the then
current ratings of the then outstanding Covered Bonds.
The Covered Bonds will have such Maturity Date as may be agreed
between the Issuer and the relevant Dealer(s) and indicated in the
applicable Final Terms, subject to such minimum or maximum maturities
as may be allowed or required from time to time by any relevant central
bank (or equivalent body) or any laws or regulations applicable to the
Issuer or the relevant Specified Currency.
The applicable Final Terms relating to each Series of Covered Bonds will
indicate either that the Covered Bonds of such Series of Covered Bonds
cannot be redeemed prior to their stated maturity (other than in specified
instalments if applicable, or for taxation reasons or if it becomes unlawful
for any Covered Bond to remain outstanding or following an Issuer Event
of Default or Guarantor Event of Default) or that such Covered Bonds will
be redeemable at the option of the Issuer upon giving notice to the Covered
Bondholders on a date or dates specified prior to the specified Maturity
Date and at a price and on other terms as may be agreed between the Issuer
and the Dealer(s) as set out in the applicable Final Terms.
The applicable Final Terms may provide that the Covered Bonds may be
redeemable in two or more instalments of such amounts and on such dates
as indicated in the Final Terms.
Extended Maturity Date
The applicable Final Terms relating to each Series of Covered Bonds issued
may indicate that the Guarantor's obligations under the Covered Bond
Guarantee to pay Guaranteed Amounts equal to the Final Redemption
Amount of the applicable Series of Covered Bonds on their Maturity Date
may be deferred until the Extended Maturity Date. The deferral will occur
automatically if the Issuer fails to pay the Final Redemption Amount on the
Maturity Date for such Series of Covered Bonds and if the Guarantor does
not pay the final redemption amount in respect of the relevant Series of
Covered Bonds (for example, because the Guarantor has insufficient funds)
by the Extension Determination Date. Interest will continue to accrue and
be payable on the unpaid amount up to the Extended Maturity Date. If the
duration of the Covered Bond is extended, the Extended Maturity Date
shall be the date falling one calendar year after the relevant Maturity Date.
For further details, see Condition 9(b) (Extension of maturity).
Extended Instalment Date
If a Series of Covered Bonds is to be redeemed in instalments, the
applicable Final Terms may indicate that the Guarantor's obligations under
the Covered Bond Guarantee to pay a Covered Bond Instalment Amount
and all subsequently payable Covered Bond Instalment Amounts may be
deferred by one year until their relevant Extended Instalment Dates. The
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