Prospectus UBI Banca Covered Bond Programme

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;
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