Prospectus UBI Banca Covered Bond Programme

Prospectus
"Extraordinary Resolution" means a resolution passed at a Meeting, duly convened and held in
accordance with the provisions contained in these Rules by a majority of not less than three quarters of
the votes cast or, in the case of a resolution pursuant to Condition 12(b)(ii)(c) (Effect of an Issuer Default
Notice – Covered Bond Guarantee), by a majority of not less than 50 per cent. of the Outstanding
Principal Amount of the Covered Bonds of the relevant Series then outstanding;
"Fitch" means Fitch Ratings Ltd;
"Holder" or "holder" means in respect of Covered Bonds, the ultimate owner of such Covered Bonds;
"Liabilities" means losses, liabilities, inconvenience, costs, expenses, damages, claims, actions or
demands;
"Meeting" means a meeting of Covered Bondholders (whether originally convened or resumed
following an adjournment);
"Monte Titoli Account Holder" means any authorised financial intermediary institution entitled to hold
accounts on behalf of its customers with Monte Titoli (as intermediari aderenti) in accordance with
Article 30 of Italian Legislative Decree No. 213 and includes any depository banks appointed by the
Relevant Clearing System;
"Moody's" means Moody's Investors Service Limited;
"Ordinary Resolution" means any resolution passed at a Meeting, duly convened and held in
accordance with the provisions contained in these Rules by a majority of more than 50 per cent. of the
votes cast;
"Programme Resolution" means an Extraordinary Resolution passed at a single meeting of the Covered
Bondholders of all Series, duly convened and held in accordance with the provisions contained in these
Rules (ii) to direct the Representative of the Covered Bondholders to take action pursuant to Condition
12(b)(ii)(c) (Effect of an Issuer Default Notice – Covered Bond Guarantee), Condition 12(c)(iii)
(Guarantor Event of Default – Breach of other obligation) or Condition 12(d)(iv) (Guarantor Event of
Default – Enforcement) or to appoint or remove the Representative of the Covered Bondholders pursuant
to Article 26 (Appointment, Removal and Remuneration); or (ii) to direct the Representative of the
Covered Bondholders to take other action stipulated in the Conditions or the Transaction Documents as
requiring a Programme Resolution.
"Proxy" means a person appointed to vote under a Voting Certificate as a proxy or a person appointed to
vote under a Block Voting Instruction, in each case other than:
(a)
(b)
any person whose appointment has been revoked and in relation to whom the Principal Paying
Agent or, in the case of a proxy appointed under a Voting Certificate, the Issuer has been
notified in writing of such revocation by the time which is 48 hours before the time fixed for
the relevant Meeting; and
any person appointed to vote at a Meeting which has been adjourned for want of a quorum and
who has not been reappointed to vote at the Meeting when it is resumed;
"Rating Agencies" means Fitch, Moody's and S&P and each of them is a "Rating Agency";
"Resolutions" means the Ordinary Resolutions, the Extraordinary Resolutions and the Programme
Resolutions, collectively;
"S&P" means Standard & Poor's Rating Services, a division of McGraw-Hill Companies, Inc;
"Swap Rate" means, in relation to a Covered Bond or Series of Covered Bonds, the exchange rate
specified in any Swap Agreement relating to such Covered Bond or Series of Covered Bonds or, if there
is no exchange rate specified or if the Swap Agreement has terminated, the applicable spot rate;
"Transaction Party" means any person who is a party to a Transaction Document;
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