Prospectus UBI Banca Covered Bond Programme

Prospectus
of each individual Covered Bondholder to commence proceedings against the Guarantor by conferring on the
Meeting of the Covered Bondholders the power to determine in accordance with the Rules of Organisation of the
Covered Bondholders, whether any Covered Bondholder may commence any such individual actions.
Extendable obligations under the Covered Bond Guarantee
Upon failure by the Issuer to pay the Final Redemption Amount of a Series of Covered Bonds on their relevant
Maturity Date (subject to applicable grace periods) and if payment of the Guaranteed Amounts corresponding to
the Final Redemption Amount in respect of such Series of the Covered Bonds is not made in full by the
Guarantor on or before the Extension Determination Date, then payment of such Guaranteed Amounts shall be
automatically deferred. This will occur if the Final Terms for a relevant Series of Covered Bonds provides that
such Covered Bonds are subject to an extended maturity date (the "Extended Maturity Date") to which the
payment of all or (as applicable) part of the Final Redemption Amount payable on the Maturity Date will be
deferred in the event that the Final Redemption Amount is not paid in full on or before the Extension
Determination Date.
To the extent that the Guarantor has received an Issuer Default Notice in sufficient time and has sufficient
moneys available to pay in part the Guaranteed Amounts corresponding to the relevant Final Redemption
Amount in respect of the relevant Series of Covered Bonds, the Guarantor shall make partial payment of the
relevant Final Redemption Amount in accordance with the Guarantee Priority of Payments and as described in
Conditions 9(b) (Extension of maturity) and 12(b) (Effect of an Issuer Default Notice). Payment of all unpaid
amounts shall be deferred automatically until the applicable Extended Maturity Date provided that any amount
representing the Final Redemption Amount due and remaining unpaid on the Extension Determination Date may
be paid by the Guarantor on any Interest Payment Date thereafter, up to (and including) the relevant Extended
Maturity Date. The Extended Maturity Date will fall one year after the Maturity Date. Interest will continue to
accrue and be payable on the unpaid amount in accordance with Condition 9(b) (Extension of maturity) and the
Guarantor will pay Guaranteed Amounts, constituting interest due on each Interest Payment Date and on the
Extended Maturity Date. In these circumstances, Failure by the Issuer to pay the Covered Bond Instalment
Amount on its Covered Bond Instalment Date will (subject to any applicable grace period) be an Issuer Event of
Default. Failure by the Guarantor to pay the deferred Covered Bond Instalment Amount on the related Extended
Instalment Date will (subject to any applicable grace period) be a Guarantor Event of Default.
Similarly, in respect of Covered Bonds that may be redeemed in instalments, if Extended Instalment Date is
specified in the Final Terms and both (a) the Issuer on the Covered Bond Instalment Date and (b) the Guarantor
on the relevant Covered Bond Instalment Extension Determination Date fail to pay a Covered Bond Instalment
Amount, the requirement to pay such Covered Bond Instalment Amount and all subsequently due and payable
Covered Bond Instalment Amounts shall be deferred by one year until their Extended Instalment Dates.
Each Covered Bond Instalment Amount may be deferred when due no more than once. At such time, each
subsequent but not yet due Covered Bond Instalment Amount will also be deferred, so it is possible that a
Covered Bond Instalment Amount may be deferred more than once but it may never be deferred to a date falling
after the Maturity Date for the relevant Series.
Limited secondary market
There is, at present, a secondary market for the Covered Bonds but it is neither active nor liquid, and there can be
no assurance that an active or liquid secondary market for the Covered Bonds will develop. The Covered Bonds
have not been, and will not be, offered to any persons or entities in the United States of America or registered
under any securities laws and are subject to certain restrictions on the resale and other transfers thereof as set
forth under "Subscription and Sale". If an active or liquid secondary market develops, it may not continue for the
life of the Covered Bonds or it may not provide Covered Bondholders with liquidity of investment with the
result that a Covered Bondholder may not be able to find a buyer to buy its Covered Bonds readily or at prices
that will enable the Covered Bondholder to realise a desired yield.
Ratings of the Covered Bonds
The ratings assigned to the Covered Bonds address the expectation of timely payment of interest and principal on
the Covered Bonds on or before any payment date falling one year after the Maturity Date.
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