Prospectus UBI Banca Covered Bond Programme

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Prospectus (b) (c) the consolidated and non-consolidated audited financial statements of the Issuer as at and for the years ended 31 December 2008 and 2007; the consolidated and non-consolidated unaudited financial statements of the Issuer as at and for the three months ended 31 March 2009; (d) the non-consolidated audited financial statements of the Guarantor as at and for the year ended 31 December 2008; (e) (f) (g) (h) the most recently published audited annual financial statements of the Issuer and the Guarantor and the most recently published unaudited interim financial statements (if any) of the Issuer; a copy of this Prospectus; any future offering circulars, prospectuses, information memoranda and supplements to this Prospectus including Final Terms and any other documents incorporated herein or therein by reference; and each of the Transaction Documents. Auditors KPMG S.p.A. are the auditors of the Issuer and are registered on the Special Register (Albo Speciale) maintained by CONSOB as set out in Article 161 of Decree No. 58 and in the Register of Accountancy Auditors (Registro dei Revisori Contabili), in compliance with the provisions of Legislative Decree No. 88 of 27 January 1992 ("Decree No. 88"). KPMG S.p.A. is also a member of Assirevi, the Italian association of auditing firms. KPMG S.p.A. has audited and rendered unqualified audit reports on the consolidated financial statements of the Issuer for the years ended 31 December 2008 and 2007. KPMG S.p.A. S.p.A. are the auditors of the Guarantor and are registered on the Special Register (Albo Speciale) maintained by CONSOB as set out in Article 161 of Decree No. 58 and in the Register of Accountancy Auditors ("Registro dei Revisori Contabili"), in compliance with the provisions of Decree No. 88. KPMG S.p.A. is also a member of Assirevi. KPMG S.p.A. has audited and rendered an unqualified report on the non-consolidated financial statements of the Guarantor for the year ended 31 December 2008. Post-issuance Information Unless otherwise required by any applicable laws or regulations, the Issuer does not intend to provide any post-issuance information in relation to any assets underlying issues of Covered Bonds constituting derivative securities. Material Contracts Save as disclosed in this Prospectus, neither the Issuer nor the Guarantor nor any of their respective subsidiaries has entered into any contracts in the last two years outside the ordinary course of business that have been or may be reasonably expected to be material to their ability to meet their obligations to Covered Bondholders. Clearing of the Covered Bonds The Covered Bonds have been accepted for clearance through Monte Titoli, Euroclear and Clearstream, Luxembourg. The appropriate common code and the International Securities Identification Number in relation to the Covered Bonds of each Tranche will be specified in the relevant Final Terms. The relevant Final Terms shall specify any other clearing system as shall have accepted the relevant Covered Bonds for clearance together with any further appropriate information. - 204 -
Prospectus GLOSSARY "Accounts" means, collectively, the Italian Accounts and the Luxembourg Accounts and any other account opened from time to time in connection with the Programme but excluding any account related to swap collection. "Adjusted Outstanding Principal Balance" has the meaning ascribed to such term in the section named "Credit Structure" above. "Agents" means each of the Italian Account Bank, the Calculation Agent, the Principal Paying Agent, the Luxembourg Account Bank, the Cash Manager and the Guarantor Corporate Servicer. "Amortisation Test" has the meaning ascribed to such term in the section named "Credit Structure" above. "Amortisation Test Aggregate Loan Amount" has the meaning ascribed to such term in the section named "Credit Structure" above. "Amortisation Test Outstanding Principal Balance" has the meaning ascribed to such term in the Section named "Credit Structure" above. "Arranger" means Barclays Capital PLC. "Article 74 Event" has the meaning ascribed to such term in the Section named "Overview of the Programme — The Guarantor and the Covered Bond Guarantee". "Article 74 Event Cure Notice" has the meaning ascribed to such term in the Section named "Overview of the Programme — The Guarantor and the Covered Bond Guarantee". "Asset Backed Securities" means, pursuant to article 2, sub-paragraph 1, of Decree 310 the asset backed securities for which a risk weight not exceeding 20 per cent. is applicable in accordance with the Bank of Italy's prudential regulations for banks — standardised approach — provided that at least 95 per cent. of the relevant securitised assets are: (i) (ii) (iii) Residential Mortgage Loans; Commercial Mortgage Loans; Public Entity Receivables or Public Entity Securities. "Asset Monitor" means Mazars S.p.A., acting in its capacity as such pursuant to the engagement letter entered into with the Issuer on or about 30 July 2008 and the Asset Monitoring Agreement. "Asset Monitoring Agreement" means the asset monitoring agreement entered into on or about 30 July 2008 between, inter alios, the Asset Monitor and the Issuer. "Asset Monitor Report" means the report to be prepared and delivered by the Asset Monitor to the Guarantor, the Calculation Agent, the Representative of the Covered Bondholders and the Issuer in accordance with the Asset Monitoring Agreement. "Asset Percentage" has the meaning ascribed to such term in the section named "Credit Structure" above. "Asset Swap Agreement" means each asset swap agreement entered into between the Guarantor and each Seller as Asset Swap Provider and "Asset Swap Agreements" means collectively all of them. "Asset Swap Deed of Guarantee" means the asset swap deed of guarantee entered into on 30 July 2008 between the Asset Swap Guarantor and the Asset Swap Guarantee Beneficiary. "Asset Swap Guarantee Beneficiary" means UBI Finance S.r.l. acting in its capacity as asset swap guarantee beneficiary pursuant to the Asset Swap Deed of Guarantee. "Asset Swap Guarantor" means Unione di Banche Italiane S.c.p.A. acting in its capacity as asset swap guarantor pursuant to the Asset Swap Guarantee. "Asset Swap Provider" means each Seller as counterparty under the relevant Asset Swap Agreement. - 205 -
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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 153 and 154: Prospectus Direct funding from cust
Page 155 and 156: Prospectus (In thousands of Euro) 3
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 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
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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 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 201 and 202: Prospectus and (3) an annual net tu
Page 203: Prospectus Listing and Admission to
Page 207 and 208: Prospectus "Commercial Mortgage Loa
Page 209 and 210: Prospectus guarantee) by an entity
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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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