Prospectus UBI Banca Covered Bond Programme

Prospectus
and the Covered Bond Guarantee - Suspension of Payments" and section "Summary of the Transaction
Documents - Covered Bond Guarantee".
Taxation
Article 7-bis, sub-paragraph 7, provides that any tax is due as if the granting of the subordinated loan and the
transfer of the cover pool had not taken place and as if the assets constituting the cover pool were registered as
on-balance sheet assets of the cover pool provider, provided that:
• the purchase price paid for the transfer of the cover pool is equal to the most recent book value of the
assets constituting the cover pool; and
• the subordinated loan is granted by the same bank acting as cover pool provider.
The provision described above would imply, as a main consequence, that banks issuing covered bonds will be
entitled to include the receivables transferred to the cover pool as on-balance receivables for the purpose of tax
deductions applicable to reserves for the depreciation on receivables in accordance with Article 106 of
Presidential Decree No. 917 of 22 December 1986.
Certain Aspects of Italian Law relevant to Mortgage Loans
Italian Law Decree number 7 of 31 January 2007, as converted into law by Italian Law number 40 of 2 April
2007 (the "Bersani Decree") and amended by Italian Law number 244 of 24 December 2007 (the "2008 Budget
Law"), provides for certain new measures for the protection of consumers' rights and the promotion of the
competition in, inter alia, the Italian mortgage loan market. The new provisions of law facilitate the exercise by
the borrowers of their right to prepayment of the loan and/or subrogation of a new bank into the rights of their
creditors in accordance with article 1202 (surrogazione per volontà del debitore) of the Italian civil code, by
eliminating the limits and costs previously borne by the borrowers for the exercise of such right. The recent Law
Decree number 78 of 1 July 2009 provides, inter alia, that if the subrogation has not been executed within 30
days from the date of the assigne bank's request of the interbank collaboration procedures, the original bank shall
indemnify the mortgage debtor an amount equal to 1 per cent. of the mortgage value for each month or part of a
month of delay. In the event the delay is due to circumstances ascribed to the assignee bank, the original bank
shall be entitled to recover from the assignee bank an amount equal to the indemnity paid to the mortgage debtor.
Please note that the above mentioned Law Decree number 78 of 1 July 2009 will be in full force upon the
publication of the law of enactment ("legge di conversione").
In addition, the 2008 Budget Law provided for the right of borrowers, under mortgage loans related to the
purchase of the first house ("prima casa") and unable to pay the relevant instalments, to request the suspension
of payments of instalments due under the relevant mortgage loans for a maximum of two times and for a
maximum aggregate period of 18 months. The 2008 Budget Law also provided for the establishment of a fund
(so called "Fondo di solidarietà", the "Fund") created for the purpose of bearing certain costs deriving from the
suspension of payments and refers to implementing regulation to be issued for the determination of: (i) the
requirements that the borrowers must comply with in order to have the right to the aforementioned suspension
and the subsequent aid of the Fund; and (ii) the formalities and operating procedures of the Fund.
Pending the enactment of the implementing regulation referred to above and given the novelty of the above
described provisions, the impact thereof on the amortisation and prepayment profile of the Portfolio cannot be
predicted by the Issuer as at the date of this Prospectus.
Further, Law Decree number 93 of 27 May 2008 came into force on 29 May 2008, providing new legislation on
the renegotiation of mortgage loan repayment plans for principal residence homeowners. Under the provisions of
the new legislation, on 19 June 2008 the Ministry of Economy and Finance (Ministero dell'economia e delle
finanze) and the Italian banking association (Associazione bancaria italiana) entered into a convention (the
"Convention") for the renegotiation of floating rate mortgage loan agreements entered into prior to 29 May 2008
for the purposes of acquiring, building or refurbishing the mortgagor's only or main residence. The Convention is
open to the adhesion of banks and financial intermediaries enrolled in the general register held by the Bank of
Italy pursuant to article 106 of the Consolidated Banking Act, including special purpose companies incorporated
under the Italian Securitisation and Covered Bond Law, such as the Guarantor. The banks and financial
intermediaries who adhere to the Convention shall, within 29 August 2008, propose to their clients meeting the
requirements set out therein the renegotiation of the relevant mortgage loans. Pursuant to the new legislation, the
instalments payable by the relevant debtors are recalculated by reference to the average of the floating interest
rates applied under the relevant loan during 2006 (or, in case of loans executed after 31 December 2006, by
- 191 -