Prospectus UBI Banca Covered Bond Programme

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<strong>Prospectus</strong> • the bank issues the covered bonds which are supported by a first demand, unconditional and irrevocable guarantee issued by the SPV for the exclusive benefit of the holders of the covered bonds and the hedging counterparties involved in the transaction. The Guarantee is backed by the entire cover pool held by the SPV. Article 7-bis however also allows for structures which contemplate different entities acting respectively as cover pool provider, subordinated loan provider and covered bonds issuer. The SPV The Italian legislator chose to implement the new legislation on covered bonds by supplementing the Italian Securitisation Law, thus basing the new structure on a well established platform and applying to covered bonds many provisions with which the market is already familiar in relation to Italian securitisations. Accordingly, as is the case with the special purpose entities which act as issuers in Italian securitisation transactions, the SPV is required to be established with an exclusive corporate object that, in the case of covered bonds, must be the purchaser of assets eligible for cover pools and the person giving guarantees in the context of covered bond transactions. The guarantee The MEF Regulation provides that the guarantee issued by the SPV for the benefit of the bondholders must be irrevocable, first-demand, unconditional and independent from the obligations of the issuer of the covered bonds. Furthermore, upon the occurrence of a default by the issuer in respect of its payment obligations under the covered bonds, the SPV must provide for the payment of the amounts due under the covered bonds, in accordance with their original terms and with limited recourse to the amounts available to the SPV from the cover pool. The acceleration of the issuer's payment obligations under the covered bonds will not therefore result in a corresponding acceleration of the SPV's payment obligations under the guarantee (thereby preserving the maturity profile of the covered bonds). Upon an insolvency of the issuer, the SPV will be solely responsible for the payment obligations of the issuer owed to the covered bond holders, in accordance with their original terms and with limited recourse to the amounts available to the SPV from the cover pool. In addition, the SPV will be exclusively entitled to exercise the rights of the covered bond holders vis à vis the issuer's bankruptcy in accordance with the applicable bankruptcy law. Any amounts recovered by the SPV from the bankruptcy of the issuer become part of the cover pool. Finally, if a moratorium is imposed on the issuer's payments, the SPV will fulfil the issuer's payment obligations, with respect to amounts which are due and payable and with limited recourse to the cover pool. The SPV will then have recourse against the issuer for any such payments. Segregation and subordination Article 7-bis provides that the assets comprised in the cover pool and the amounts paid by the debtors with respect to the receivables and/or debt securities included in the cover pool are exclusively designated and segregated by law for the benefit of the holders of the covered bonds and the hedging counterparties involved in the transaction. In addition, Article 7-bis expressly provides that the claim for reimbursement of the loan granted to the SPV to fund the purchase of assets in the cover pool is subordinated to the rights of the covered bond holders and of the hedging counterparties involved in the transaction. Exemption from claw-back Article 7-bis provides that the guarantee and the subordinated loan granted to fund the payment by the SPV of the purchase price due for the cover pool are exempt from the bankruptcy claw-back provisions set out in Article 67 of the Italian Bankruptcy Law (Royal Decree No. 267 of 16 March 1942). - 188 -
<strong>Prospectus</strong> The issuing bank The Bank of Italy Instructions provide that covered bonds may only be issued by banks which individually satisfy, or which belong to banking groups which, on a consolidated basis: • have regulatory capital of at least Euro500,000,000; and • have a minimum total capital ratio of 9 per cent. The Bank of Italy Instructions specify that the requirements above also apply to the bank acting as cover pool provider (in the case of structures in which separate entities act respectively as issuing bank and as cover pool provider). The Bank of Italy Instructions furthermore provide that the total amount of eligible assets that a bank may transfer to cover pools in the context of covered bond transactions is subject to limitations linked to the total capital ratio and tier 1 ratio of the individual bank (or of the relevant banking group, if applicable) as follows: Ratios Transfer Limitations "A" range – Total capital ratio ≥ 11% No limitation – Tier 1 ratio ≥ 7% "B" range – Total capital ratio ≥ 10% and < 11% Up to 60% of eligible assets may be transferred – Tier 1 ratio ≥ 6.5% "C" range – Total capital ratio ≥ 9% and < 10% Up to 25% of eligible assets may be transferred – Tier 1 ratio ≥ 6% The Bank of Italy Instructions clarify that the ratios provided with respect to each range above must be satisfied jointly: if a bank does not satisfy both ratios with respect to a specific range, the range applicable to it will be the following, more restrictive, range. Accordingly, if a bank (or the relevant banking group) satisfies the "b" range total capital ratio but falls within the "c" range with respect to its tier 1 ratio, the relevant bank will be subject to the transfer limitations applicable to the "c" range. The Cover Pool For a description of the assets which are considered eligible for inclusion in a cover pool under Article 7-bis, see "Description of the Cover Pool – Eligibility Criteria". Ratio between cover pool value and covered bond outstanding amount The MEF Regulation provides that the cover pool provider and the issuer must continually ensure that, throughout the transaction: • the aggregate nominal value of the cover pool is at least equal to the nominal amount of the relevant outstanding covered bonds; • the net present value of the cover pool (net of all the transaction costs borne by the SPV, including in relation to hedging arrangements) is at least equal to the net present value of the relevant outstanding covered bonds; • the interest and other revenues deriving from the cover pool (net of all the transaction costs borne by the SPV) are sufficient to cover interest and costs due by the issuer with respect to the relevant outstanding covered bonds, taking into account any hedging agreements entered into in connection with the transaction. In respect of the above, under the Bank of Italy Instructions, strict monitoring procedures are imposed on banks for the monitoring of the transaction and of the adequacy of the guarantee on the cover pool. Such activities must be carried out both by the relevant bank and by an asset monitor, to be appointed by the bank, which is an - 189 -
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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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Prospectus INCOME STATEMENT (In tho
Page 137 and 138: Prospectus Detail of amounts due to
Page 139 and 140: Prospectus (In thousands of Euro) 3
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
Page 153 and 154: Prospectus Direct funding from cust
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
Page 163 and 164: Prospectus Master Servicer shall al
Page 165 and 166: Prospectus receive instructions fro
Page 167 and 168: Prospectus notice substantially in
Page 169 and 170: Prospectus price reasonably availab
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
Page 179 and 180: Prospectus "Z" stands for the weigh
Page 181 and 182: Prospectus Pre-Issuer Event of Defa
Page 183 and 184: Prospectus (f) (g) (h) (i) Sixth, t
Page 185 and 186: Prospectus • the payment of which
Page 187: Prospectus DESCRIPTION OF CERTAIN R
Page 191 and 192: Prospectus and the Covered Bond Gua
Page 193 and 194: Prospectus Finally the Prepayment P
Page 195 and 196: Prospectus authorised intermediary,
Page 197 and 198: Prospectus Where an Italian residen
Page 199 and 200: Prospectus terminate at the end of
Page 201 and 202: Prospectus and (3) an annual net tu
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
Page 209 and 210: Prospectus guarantee) by an entity
Page 211 and 212: Prospectus "Initial Portfolio" mean
Page 213 and 214: Prospectus "Luxembourg BdB Interest
Page 215 and 216: Prospectus "Post-Enforcement Priori
Page 217 and 218: Prospectus "Representative of the C
Page 219 and 220: Prospectus "Transfer Date" means: (
Page 221: Prospectus PRINCIPAL PAYING AGENT T
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Prospectus UBI Banca Covered Bond Programme

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