Prospectus UBI Banca Covered Bond Programme

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Prospectus Each of the Dealers has represented and agreed that it will not offer, sell or deliver any Covered Bonds or distribute copies of this Prospectus or any other document relating to the Covered Bonds in Italy except: (i) to the categories of "qualified investors", as referred to in Article 100 of Legislative Decree No. 58 of 24 February 1998, as amended (the " Decree No. 58") and defined in Article 34-ter of CONSOB Regulation No. 11971 of 14 May 1999, as amended ("Regulation No. 11971"); or (ii) in any other circumstances where an express exemption from compliance with the offer restrictions applies, as provided under Decree No. 58 or Regulation No. 11971. Any such offer, sale or delivery of the Covered Bonds or distribution of copies of this Prospectus or any other document relating to the Covered Bonds in Italy must be: (a) (b) made by investment firms, banks or financial intermediaries permitted to conduct such activities in the Republic of Italy in accordance with Legislative Decree No. 385 of 1 September 1993 as amended, Decree No. 58, CONSOB Regulation No. 16190 of 29 October 2007, as amended and any other applicable laws and regulations; and in compliance with any other applicable notification requirement or limitation which may be imposed by CONSOB or the Bank of Italy. Japan The Covered Bonds have not been and will not be registered under the Financial Instruments and Exchange Law of Japan (Law No. 25 of 1948, as amended) and, accordingly, each Dealer has undertaken that it will not offer or sell any Covered Bonds directly or indirectly, in Japan or to, or for the benefit of, any Japanese Person or to others for re-offering or resale, directly or indirectly, in Japan or to any Japanese Person except under circumstances which will result in compliance with all applicable laws, regulations and guidelines promulgated by the relevant Japanese governmental and regulatory authorities and in effect at the relevant time. For the purposes of this paragraph, "Japanese Person" shall mean any person resident in Japan, including any corporation or other entity organised under the laws of Japan. General Each Dealer has represented, warranted and agreed that it has complied and will comply with all applicable laws and regulations in each country or jurisdiction in or from which it purchases, offers, sells or delivers Covered Bonds or possesses, distributes or publishes this Prospectus or any Final Terms or any related offering material, in all cases at its own expense. Other persons into whose hands this Prospectus or any Final Terms comes are required by the Issuer and the Dealers to comply with all applicable laws and regulations in each country or jurisdiction in or from which they purchase, offer, sell or deliver Covered Bonds or possess, distribute or publish this Prospectus or any Final Terms or any related offering material, in all cases at their own expense. The Programme Agreement provides that the Dealers shall not be bound by any of the restrictions relating to any specific jurisdiction (set out above) to the extent that such restrictions shall, as a result of change(s) or change(s) in official interpretation, after the date hereof, of applicable laws and regulations, no longer be applicable but without prejudice to the obligations of the Dealers described in the paragraph headed "General" above. Selling restrictions may be supplemented or modified with the agreement of the Issuer. Any such supplement or modification may be set out in the relevant Final Terms (in the case of a supplement or modification relevant only to a particular Tranche of Covered Bonds) or in a supplement to this Prospectus. - 202 -
Prospectus Listing and Admission to Trading GENERAL INFORMATION This Prospectus has been approved as a base prospectus issued in compliance with the Prospectus Directive by the FSA in its capacity as competent authority in the United Kingdom for the purposes of the Prospectus Directive. Application has been made for Covered Bonds issued under the Programme to be listed on the official list and admitted to trading on the regulated market of the London Stock Exchange. However, Covered Bonds may be issued pursuant to the Programme which will be unlisted or be admitted to listing, trading and/or quotation by such other competent authority, stock exchange or quotation system as the Issuer and the relevant Dealer(s) may agree. The FSA may, at the request of the Issuer, send to the competent authority of another Member State of the European Economic Area: (i) a copy of this Prospectus; (ii) a certificate of approval attesting that this Prospectus has been drawn up in accordance with the Prospectus Directive; and (iii) if so required by the competent authority of such Member State, a translation into the official language(s) of such Member State of a summary of this Prospectus. Authorisations The update of the Programme has been duly authorised by a resolution of the management board of the Issuer dated 9 June 2009, the giving of the Covered Bond Guarantee has been duly authorised by the resolutions of the board of directors of the Guarantor dated 25 June 2008 and 21 July 2008 and the update of the Programme has been duly authorised by the resolutions of the board of directors of the Guarantor dated 10 July 2009 and 22 July 2009. Legal and Arbitration Proceedings There are no governmental, legal or arbitration proceedings, (including any such proceedings which are pending or threatened, of which the Issuer or the Guarantor is aware), which may have, or have had during the 12-months prior to the date of this Prospectus, a significant effect on the financial position or profitability of the Issuer, the Guarantor or their respective Subsidiaries. Trend Information Since 31 March 2009, there has been no material adverse change in the prospects of the Issuer or the Guarantor. No Significant Change Since 31 March 2009, there has been no significant change in the financial or trading position of the UBI Banca Group. Since 31 December 2008, there has been no significant change in the financial or trading position of the Guarantor. Minimum Denomination Where Covered Bonds issued under the Programme are admitted to trading on a regulated market within the European Economic Area or offered to the public in a Member State of the European Economic Area in circumstances which require the publication of a prospectus under the Prospectus Directive, such Covered Bonds will not have a denomination of less than Euro50,000 (or, where the Covered Bonds are issued in a currency other than Euro, the equivalent amount in such other currency). Documents on Display So long as Covered Bonds are capable of being issued under the Programme, copies of the following documents will, when published, be available (in English translation, where necessary) free of charge during usual business hours on any weekday (Saturdays, Sundays and public holidays excepted) for inspection at the registered office of the Issuer: (a) the By-laws of the Issuer and the constitutive documents of the Guarantor; - 203 -
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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 Management Banca Regiona
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Prospectus INCOME STATEMENT (In tho
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Prospectus Detail of amounts due to
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Prospectus Funding Banca Carime's p
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Prospectus Funding Banca di Valle C
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Prospectus Direct funding from cust
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Page 157 and 158: Prospectus Loans to customers as at
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Page 161 and 162: Prospectus Master Loans Purchase Ag
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Page 169 and 170: Prospectus price reasonably availab
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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 181 and 182: Prospectus Pre-Issuer Event of Defa
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Page 185 and 186: Prospectus • the payment of which
Page 187 and 188: Prospectus DESCRIPTION OF CERTAIN R
Page 189 and 190: Prospectus The issuing bank The Ban
Page 191 and 192: Prospectus and the Covered Bond Gua
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 205 and 206: Prospectus GLOSSARY "Accounts" mean
Page 207 and 208: Prospectus "Commercial Mortgage Loa
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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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