Prospectus UBI Banca Covered Bond Programme

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Prospectus THE ASSET MONITOR The Bank of Italy Regulations require that the Issuer appoints a qualified entity to be the asset monitor to carry out controls on the regularity of the transaction and the integrity of the Guarantee. Pursuant to the Bank of Italy Regulations, the asset monitor must be an independent auditor, enrolled with the special register of accounting firms held by the CONSOB pursuant to article 161 of Legislative Decree No. 58 of 24 February 1998 and shall be independent from the Issuer and any other party to the Programme and from the accounting firm who carries out the audit of the Issuer. Based upon controls carried out, the asset monitor shall prepare annual reports, to be addressed also to the Statutory Auditors of the Issuer. Mazars S.p.A., a società per azioni incorporated under the laws of the Republic of Italy, having its registered office at Corso di Porta Vigentina, 35, 20122, Milan, Italy, fiscal code and enrolment with the companies register of Milan No. 01507630489, and enrolled under No. 97909 with the special register of accounting firms held by the Commissione Nazionale per le Società e la Borsa pursuant to article 161 of Legislative Decree No. 58 of 24 February 1998. Pursuant to an engagement letter entered into on 30 July 2008, the Issuer has appointed the Asset Monitor in order to perform, subject to receipt of the relevant information from the Issuer, specific monitoring activities concerning, inter alia, (i) the fulfilment of the eligibility criteria set out under Decree No. 310 with respect to the Eligible Assets and Top-Up Assets included in the Cover Pool; (ii) the compliance with the limits on the transfer of the Eligible Assets set out under Decree No. 310; and (iii) the effectiveness and adequacy of the risk protection provided by any Swap Agreement entered into in the context of the Programme. The engagement letter is in line with the provisions of the Bank of Italy Regulations in relation to the reports to be prepared and submitted by the Asset Monitor also to the Statutory Auditors Board of the Issuer. The engagement letter provides for certain matters such as the payment of fees and expenses by the Issuer to the Asset Monitor and the resignation of the Asset Monitor. The engagement letter is governed by Italian law. Furthermore, on 30 July 2008, the Issuer, the Calculation Agent, the Asset Monitor, the Guarantor and the Representative of the Covered Bondholders entered into the Asset Monitoring Agreement, as more fully described under "Summary of the Transaction Documents — Asset Monitoring Agreement". - 186 -
Prospectus DESCRIPTION OF CERTAIN RELEVANT LEGISLATION IN ITALY The following is a general description of the Italian Securitisation and Covered Bond Law (as defined below) and other legislation that may be relevant to investors in assessing the Covered Bonds, including recent legislation affecting the rights of mortgage borrowers. It does not purport to be a complete analysis of the legislation described below or of the other considerations relating to the Covered Bonds arising from Italian laws and regulations. Furthermore, this summary is based on Italian Legislation as in effect on the date of this Prospectus, which may be subject to change, potentially with retroactive effect. This description will not be updated to reflect changes in laws. Accordingly, prospective Covered Bondholders should consult their own advisers as to the risks arising from Italian legislations that may affect any assessment by them of the Covered Bonds. The Securitisation and Covered Bond Law The legal and regulatory framework with respect to the issue of covered bonds in Italy comprises the following: • Article 7-bis and article 7-ter of the Law No. 130 of 30 April 1999 (as amended, the "Italian Securitisation and Covered Bond Law"); • the regulations issued by the Italian Ministry for the Economy and Finance on 14 December 2006 under Decree No. 310 (the "MEF Regulation"); • the C.I.C.R. Decree dated 12 April 2007; and • the Bank of Italy's official supervisory regulations issued on 17 May 2007 with respect to the issue of covered bonds (the "Bank of Italy Instructions"). Law Decree No. 35 of 14 March 2005, converted by Law No. 80 of 14 May 2005, amended the Italian Securitisation and Covered Bond Law by adding two new articles, Articles 7-bis and 7-ter, which enable banks to issue covered bonds. Articles 7-bis and 7-ter, however, required both the Italian Ministry of Economy and Finance and the Bank of Italy to issue specific regulations before the relevant structures could be implemented. Following the issue of the MEF Regulation, the Bank of Italy Instructions were published on 17 May 2007, completing the relevant legal and regulatory framework and allowing for the implementation on the Italian market of this funding instrument, which had previously only been available under special legislation to specific companies (such as Cassa Depositi e Prestiti S.p.A.). The Bank of Italy Instructions introduced provisions, among other things, regulating: • the capital adequacy requirements that issuing banks must satisfy in order to issue covered bonds and the ability of issuing banks to manage risks; • limitations on the total value of eligible assets that banks, individually or as part of a group, may transfer as cover pools in the context of covered bond transactions; • criteria to be adopted in the integration of the assets constituting the cover pools; • the identification of the cases in which the integration is permitted and its limits; and • monitoring and surveillance requirements applicable with respect to covered bond transactions and the provision of information relating to the transaction. Basic structure of a covered bond issue The structure provided under Article 7-bis with respect to the issue of covered bonds may be summarised as follows: • a bank transfers a pool of eligible assets (i.e. the cover pool) to an Article 7-bis special purpose vehicle (the "SPV"); • the bank grants the SPV a subordinated loan in order to fund the payment by the SPV of the purchase price due for the cover pool; - 187 -
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Prospectus UNIONE DI BANCHE ITALIAN
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Prospectus Figures included in this
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Prospectus INFORMATION INCORPORATED
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Prospectus SUPPLEMENTS, FINAL TERMS
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Prospectus Structure Overview • P
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Prospectus on any Interest Payment
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Prospectus the Conditions and the D
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Prospectus deferral will occur auto
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Prospectus AAA Aaa AAA Governing La
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Prospectus Guarantee in respect of
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Prospectus of each individual Cover
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Prospectus Securitisation and Cover
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Prospectus securities. Generally, t
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Prospectus Catastrophic events, ter
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Prospectus Reliance on Swap Provide
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Prospectus There is no guarantee th
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Prospectus • the right to request
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Prospectus (e) Monte Titoli Mandate
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Prospectus "Calculation Agent" mean
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Prospectus "D 1 " is the first cale
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Prospectus (ii) (iii) (iv) (v) an a
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Prospectus "Optional Redemption Dat
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Prospectus "Relevant Dealer(s) " me
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Prospectus 4. Status and Guarantee
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Prospectus (d) ISDA Determination I
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Prospectus (b) Extension of maturit
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Prospectus Bondholder. Once deposit
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Prospectus withheld or assessed by
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Prospectus (v) Invalidity of the Co
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Prospectus all respects except for
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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 (In thousands of Euro) 3
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Prospectus Management Banca Regiona
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Page 141 and 142: Prospectus Funding Banca Carime's p
Page 145 and 146: Prospectus Funding Banca di Valle C
Page 149 and 150: Prospectus Direct funding from cust
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Page 157 and 158: Prospectus Loans to customers as at
Page 159 and 160: Prospectus Covered Bond Guarantee S
Page 161 and 162: Prospectus Master Loans Purchase Ag
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Page 167 and 168: Prospectus notice substantially in
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Page 171 and 172: Prospectus Rating Downgrade Event U
Page 173 and 174: Prospectus in the name and on behal
Page 175 and 176: Prospectus CREDIT STRUCTURE The Cov
Page 177 and 178: Prospectus "Z" stands for the weigh
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Page 185: Prospectus • the payment of which
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Page 193 and 194: Prospectus Finally the Prepayment P
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Page 197 and 198: Prospectus Where an Italian residen
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Page 203 and 204: Prospectus Listing and Admission to
Page 205 and 206: Prospectus GLOSSARY "Accounts" mean
Page 207 and 208: Prospectus "Commercial Mortgage Loa
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Page 211 and 212: Prospectus "Initial Portfolio" mean
Page 213 and 214: Prospectus "Luxembourg BdB Interest
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Page 221: Prospectus PRINCIPAL PAYING AGENT T
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Prospectus UBI Banca Covered Bond Programme

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