Prospectus UBI Banca Covered Bond Programme

Prospectus
RISK FACTORS
This section describes the principal risk factors associated with an investment in the Covered Bonds and
includes disclosure of all material risks in respect of the Covered Bonds. Prospective purchasers of Covered
Bonds should consider carefully all the information contained in this document, including the considerations set
out below, before making any investment decision. This section of the Prospectus is split into two main sections –
General Investment Considerations and Investment Considerations relating to the Issuer and the Guarantor.
General Investment Considerations
Issuer liable to make payments when due on the Covered Bonds
The Issuer is liable to make payments when due on the Covered Bonds. The obligations of the Issuer under the
Covered Bonds are direct, unsecured, unconditional and unsubordinated obligations, ranking pari passu without
any preference amongst themselves and equally with its other direct, unsecured, unconditional and
unsubordinated obligations.
The Guarantor has no obligation to pay the Guaranteed Amounts payable under the Covered Bond Guarantee
until the occurrence of an Issuer Event of Default and service by the Representative of the Covered Bondholders
on the Issuer and on the Guarantor of an Issuer Default Notice or, if earlier, following the occurrence of a
Guarantor Event of Default and service by the Representative of the Covered Bondholders of a Guarantor
Default Notice. The occurrence of an Issuer Event of Default does not constitute a Guarantor Event of Default.
However, failure by the Guarantor to pay amounts due under the Covered Bond Guarantee would constitute a
Guarantor Event of Default which would entitle the Representative of the Covered Bondholders to accelerate the
obligations of the Issuer under the Covered Bonds (if they have not already become due and payable) and the
obligations of the Guarantor under the Covered Bond Guarantee.
Obligations under the Covered Bonds
The Covered Bonds will not represent an obligation or be the responsibility of any of the Arranger, the Dealers,
the Representative of the Covered Bondholders or any other party to the Programme, their officers, members,
directors, employees, security holders or incorporators, other than the Issuer and the Guarantor. The Issuer and
the Guarantor will be liable solely in their corporate capacity for their obligations in respect of the Covered
Bonds and such obligations will not be the obligations of their respective officers, members, directors,
employees, security holders or incorporators.
Extraordinary Resolutions and the Representative of the Covered Bondholders
A meeting of Covered Bondholders may be called to consider matters which affect the rights and interests of
Covered Bondholders. These include (but are not limited to): instructing the Representative of the Covered
Bondholders to enforce the Covered Bond Guarantee against the Issuer and/or the Guarantor; waiving an Issuer
Event of Default or a Guarantor Event of Default; cancelling, reducing or otherwise varying interest payments or
repayment of principal or rescheduling payment dates; altering the priority of payments of interest and principal
on the Covered Bonds; and any other amendments to the Transactions Documents. A Programme Resolution
will bind all Covered Bondholders, irrespective of whether they attended the Meeting or voted in favour of the
Programme Resolution. No Resolution, other than a Programme Resolution, passed by the holders of one Series
of Covered Bonds will be effective in respect of another Series unless it is sanctioned by an Ordinary Resolution
or an Extraordinary Resolution, as the case may require, of the holders of that other Series. Any Resolution
passed at a Meeting of the holders of the Covered Bonds of a Series shall bind all other holders of that Series,
irrespective of whether they attended the Meeting and whether they voted in favour of the relevant Resolution.
In addition, the Representative of the Covered Bondholders may agree to the modification of the Transaction
Documents without consulting Covered Bondholders to correct a manifest error or where such modification (i) is
of a formal, minor, administrative or technical nature or an error established as such to the satisfaction of the
Representative of the Covered Bondholders or (ii) in the opinion of the Representative of the Covered
Bondholders, is not or will not be materially prejudicial to Covered Bondholders. It should also be noted that
after the delivery of an Issuer Default Notice, the protection and exercise of the Covered Bondholders' rights
against the Issuer will be exercised by the Guarantor (or the Representative of the Covered Bondholders on its
behalf). The rights and powers of the Covered Bondholders may only be exercised in accordance with the Rules
of the Organisation of the Covered Bondholders. In addition, after the delivery of a Guarantor Default Notice,
the protection and exercise of the Covered Bondholders' rights against the Guarantor and the security under the
Guarantee is one of the duties of the Representative of the Covered Bondholders. The Conditions limit the ability
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