Prospectus UBI Banca Covered Bond Programme

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Prospectus in the applicable Final Terms. Dual Currency Interest Covered Bonds Zero Coupon Covered Bonds Partly-Paid Covered Bonds Taxation Payments of interest, whether at maturity or otherwise, in respect of Dual Currency Interest Covered Bonds will be made in such currencies, and based on such rates of exchange, as the Issuer and the relevant Dealer(s) may agree as set out in the applicable Final Terms. Zero Coupon Covered Bonds, bearing no interest, may be offered and sold at a discount to their nominal amount, as specified in the applicable Final Terms. Covered Bonds may be issued on a partly-paid basis in which case interest will accrue on the paid-up amount of such Covered Bonds or on such other basis as may be agreed between the Issuer and the relevant Dealer(s) and set out in the applicable Final Terms. All payments in relation to Covered Bonds will be made without tax deduction except where required by law. If any tax deduction is made, the Issuer shall be required to pay additional amounts in respect of the amounts so deducted or withheld, subject to a number of exceptions including deductions on account of Italian substitute tax pursuant to Decree 239. Under the Covered Bond Guarantee, the Guarantor will not be liable to pay any such additional amounts. For further detail, see Condition 11 (Taxation). Issuer cross default Each Series of Covered Bonds will cross-accelerate as against each other but will not otherwise contain a cross default provision. Accordingly, neither an event of default in respect of any other indebtedness of the Issuer (including other debt securities of the Issuer) nor acceleration of such indebtedness will of itself give rise to an Issuer Event of Default. In addition, an Issuer Event of Default will not automatically give rise to a Guarantor Event of Default, provided however that, where a Guarantor Event of Default occurs and the Representative of the Covered Bondholders serves a Guarantor Default Notice upon the Guarantor, such Guarantor Default Notice will accelerate each Series of outstanding Covered Bonds issued under the Programme. For further detail, see Condition 12 (a) (Issuer Events of Default). Rating Agency confirmation Listing and admission to trading Rating The issue of any Series of Covered Bond (including, for the avoidance of doubt, Index-Linked Interest Covered Bonds, Credit-Linked Interest Covered Bonds, Equity-Linked Interest Covered Bonds, Dual Currency Interest Covered Bonds, Partly-Paid Covered Bonds and Zero Coupon Covered Bonds) in each case as specified in the applicable Final Terms shall be subject to confirmation by the Rating Agencies that the then current ratings for any outstanding Covered Bonds will not be adversely affected by the issuance of such Covered Bonds. Application has been made for Covered Bonds issued under the Programme during the period of 12 months from the date of this Prospectus to be admitted to the official list and to trading on the Regulated Market of the London Stock Exchange. Each Series of Covered Bonds is expected to be assigned the following ratings on the relevant Issue Date unless otherwise stated in the applicable Final Terms: Fitch Moody's S&P - 16 -
Prospectus AAA Aaa AAA Governing Law The Covered Bonds and the related Programme documents will be governed by Italian law, except for the Swap Agreements and certain of the security related thereto, which will be governed by English law and the Luxembourg Deed of Pledge, which will be governed by Luxembourg law. THE GUARANTOR AND THE COVERED BOND GUARANTEE Covered Bond Guarantee Payments of Guaranteed Amounts in respect of the Covered Bonds when due for payment will be unconditionally and irrevocably guaranteed by the Guarantor. The obligations of the Guarantor to make payments in respect of such Guaranteed Amounts when due for payment are subject to the conditions that an Issuer Event of Default has occurred, and an Issuer Default Notice has been served on the Issuer and on the Guarantor or, if earlier, a Guarantor Event of Default has occurred and a Guarantor Default Notice has been served on the Guarantor. The obligations of the Guarantor will accelerate once the Guarantor Default Notice mentioned above has been delivered to the Guarantor. The obligations of the Guarantor under the Covered Bond Guarantee constitute direct, unconditional and unsubordinated obligations of the Guarantor collateralised by the Cover Pool and recourse against the Guarantor is limited to such assets. For further detail, see "Summary of the Transaction Documents – Covered Bond Guarantee". Suspension of Payments If a resolution pursuant to Article 74 of the Consolidated Banking Act is passed in respect of the Issuer (the "Article 74 Event"), the Guarantor, in accordance with Decree 310, shall be responsible for the payments of the Guaranteed Amounts due and payable within the entire period in which the suspension continues (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 payment of the amounts due and payable under the Covered Bonds during the Suspension Period at their relevant due dates, 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 of a notice to the Issuer, the Guarantor and the Asset Monitor (the "Article 74 Event Cure Notice"), informing such parties that the Article 74 Event has been cured. Upon the termination of the Suspension Period the Issuer shall again be responsible for meeting the payment obligations under the Covered Bonds. Cover Pool The Covered Bond Guarantee will be collateralised by the Cover Pool constituted by (i) the Portfolio comprised of Mortgage Loans and related collateral assigned to the Guarantor by the Sellers in accordance with the terms of the relevant Master Loans Purchase Agreements and (ii) any other Eligible Assets and Top-Up Assets held by the Guarantor with respect to the Covered Bonds and the proceeds thereof which will, inter alia, comprise the funds generated by the Portfolio, the other Eligible Assets and - 17 -
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 and 12: Prospectus on any Interest Payment
Page 13 and 14: Prospectus the Conditions and the D
Page 15: Prospectus deferral will occur auto
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
Page 63 and 64: Prospectus "Voter" means, in relati
Page 65 and 66: 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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