Prospectus UBI Banca Covered Bond Programme

Prospectus
Covered Bond Guarantee
SUMMARY OF THE TRANSACTION DOCUMENTS
On 30 July 2008, the Guarantor, the Issuer and the Representative of the Covered Bondholders entered into the
Covered Bond Guarantee pursuant to which the Guarantor agreed to issue, for the benefit of the Covered
Bondholders and the Other Issuer Creditors, a first demand, unconditional, irrevocable and autonomous
guarantee to support payments of interest and principal under the Covered Bonds issued by the Issuer under the
Programme and other payments due to the Other Issuer Creditors. Under the Covered Bond Guarantee the
Guarantor has agreed to pay an amount equal to the Guaranteed Amounts when the same shall become due and
payable but which would otherwise be unpaid by the Issuer. The obligations of the Guarantor under the Covered
Bond Guarantee constitute direct and unconditional, unsubordinated and limited recourse obligations of the
Guarantor, collateralised by the Cover Pool as provided under the Securitisation and Covered Bond Law, Decree
310 and the Bank of Italy Regulations.
The Representative of the Covered Bondholders will enforce the Covered Bond Guarantee: (i) following the
occurrence of an Issuer Event of Default and subject to any applicable grace periods, by serving an Issuer
Default Notice on the Issuer and the Guarantor; and (ii) following the occurrence of a Guarantor Event of
Default and subject to any applicable grace periods, by serving a Guarantor Default Notice on the Guarantor.
Following the service of an Issuer Default Notice by the Representative of the Covered Bondholders, payment of
the Guaranteed Amounts shall be made by the Guarantor on the dates scheduled and for the amounts determined
in accordance with the Guarantee Priority of Payments.
Under the Covered Bond Guarantee, the parties have agreed that, should a resolution pursuant to article 74 of the
Consolidated Banking Act be issued in respect of the Issuer, although such event constitutes an Issuer Event of
Default, the consequences thereof will only apply during the Suspension Period. Following an Article 74 Event:
(i)
(ii)
the Representative of the Covered Bondholders will serve an Issuer Default Notice on the Issuer and the
Guarantor, specifying that an Article 74 Event has occurred and that such event may be temporary; and
in accordance with Decree 310, the Guarantor shall be responsible for the payments of the amounts due
and payable under the Covered Bonds within the Suspension Period at their relevant due date provided
that it shall be entitled to claim any such amounts from the Issuer.
The Suspension Period shall end upon delivery by the Representative of the Covered Bondholders to the Issuer,
the Guarantor and the Asset Monitor of an Article 74 Event Cure Notice, informing such parties that the Article
74 Event has been revoked.
Upon the termination of the Suspension Period the Issuer shall again be responsible for meeting the payment
obligations under the Covered Bonds.
Under the Covered Bond Guarantee, the parties thereto have also agreed that, upon enforcement of the Covered
Bond Guarantee, the Guarantor shall be entitled to request from the Issuer — also prior to any payments are
effected by the Guarantor under the Covered Bond Guarantee — an amount up to the Guaranteed Amounts, in
order to secure the Issuer obligations to the subrogation right of the Guarantor. Any sum so received or
recovered from the Issuer will be used to make payments in accordance with the Covered Bond Guarantee. The
parties have also agreed that the Guarantor shall no longer be entitled request to the Issuer payment of such
amounts if a Guarantor Default Notice is delivered by the Representative of the Covered Bondholders or the
Covered Bonds have been otherwise accelerated pursuant to the Conditions.
The service of a Guarantor Default Notice by the Representative of the Covered Bondholders will result in the
acceleration of the right of the Covered Bondholders of each Series of Covered Bonds issued to receive payment
of the Guaranteed Amounts and the Representative of the Covered Bondholders will demand the immediate
payment by the Guarantor of all Guaranteed Amounts. Payments made by the Guarantor following the service of
a Guarantor Event of Default shall be made pari passu and on a pro-rata basis to the Covered Bondholders of all
outstanding Series of Covered Bonds, in accordance with the Post-Enforcement Priority of Payments.
Pursuant to the terms of the Covered Bond Guarantee, the recourse of the Covered Bondholders and the Other
Issuer Creditors to the Guarantor under the Covered Bond Guarantee will be limited to the Guarantor Available
Funds.
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