Prospectus UBI Banca Covered Bond Programme

Prospectus
1. GENERAL
RULES OF THE ORGANISATION OF THE COVERED BONDHOLDERS
TITLE I
GENERAL PROVISIONS
1.1 The Organisation of the Covered Bondholders in respect of all Covered Bonds of whatever Series issued
under the Programme by Unione di Banche Italiane S.c.p.a. is created concurrently with the issue and
subscription of the Covered Bonds of the first Series to be issued and is governed by these Rules of the
Organisation of the Covered Bondholders ("Rules").
1.2 These Rules shall remain in force and effect until full repayment or cancellation of all the Covered Bonds
of whatever Series.
1.3 The contents of these Rules are deemed to be an integral part of the Terms and Conditions of the
Covered Bonds (the "Conditions") of each Series issued by the Issuer.
2. DEFINITIONS AND INTERPRETATION
2.1 Definitions
In these Rules, the terms below shall have the following meanings:
"Block Voting Instruction" means, in relation to a Meeting, a document issued by the Principal Paying
Agent:
(a)
certifying that specified Covered Bonds are held to the order of the Principal Paying Agent or
under its control or have been blocked in an account with a clearing system and will not be
released until a the earlier of:
(i)
(ii)
a specified date which falls after the conclusion of the Meeting; and
the relevant Covered Bonds ceasing with the agreement of the Principal Paying Agent to
be held to its order or under its control or so blocked and notification of the release
thereof by the Principal Paying Agent to the Issuer and Representative of the Covered
Bondholders;
(b)
(c)
(d)
certifying that the Holder of the relevant Blocked Covered Bonds or a duly authorised person
on its behalf has notified the Principal Paying Agent that the votes attributable to such Covered
Bonds are to be cast in a particular way on each resolution to be put to the Meeting and that
during the period of 48 hours before the time fixed for the Meeting such instructions may not
be amended or revoked;
listing the aggregate principal amount of such specified Blocked Covered Bonds,
distinguishing between those amounts in respect of which instructions have been given to vote
for, and against, each resolution; and
authorising a named individual to vote in accordance with such instructions;
"Blocked Covered Bonds" means Covered Bonds which have been blocked in an account with a
clearing system or otherwise are held to the order of or under the control of the Principal Paying Agent
for the purpose of obtaining from the Principal Paying Agent a Block Voting Instruction or a Voting
Certificate on terms that they will not be released until after the conclusion of the Meeting in respect of
which the Block Voting Instruction or Voting Certificate is required;
"Chairman" means, in relation to any Meeting, the person who takes the chair in accordance with
Article 8 (Chairman of the Meeting);
"Cover Pool" has the meaning given to it in the Master Definitions Agreement;
"Event of Default" means an Issuer Event of Default or a Guarantor Event of Default;
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