Prospectus UBI Banca Covered Bond Programme

Prospectus
"Voter" means, in relation to a Meeting, the Holder or a Proxy named in a Voting Certificate, the bearer
of a Voting Certificate issued by the Principal Paying Agent or a Proxy named in a Block Voting
Instruction;
"Voting Certificate" means, in relation to any Meeting:
(a)
(b)
a certificate issued by a Monte Titoli Account Holder in accordance with the regulation issued
jointly by the Bank of Italy and CONSOB on 22 February 2008, as amended from time to time;
or
a certificate issued by the Principal Paying Agent stating:
(i)
that Blocked Covered Bonds will not be released until the earlier of:
(A)
(B)
specified date which falls after the conclusion of the Meeting; and
the surrender of such certificate to the Principal Paying Agent; and
(ii)
the bearer of the certificate is entitled to attend and vote at such Meeting in respect of
such Blocked Covered Bonds;
"Written Resolution" means a resolution in writing signed by or on behalf of one or more persons being
or representing the holders of at least 75 per cent of the Outstanding Principal Amount of the Covered
Bonds for the time being outstanding, the holders of which at any relevant time are entitled to participate
in a Meeting in accordance with the provisions of these Rules, whether contained in one document or
several documents in the same form, each signed by or on behalf of one or more of such Covered
Bondholders;
"24 hours" means a period of 24 hours including all or part of a day on which banks are open for
business both in the place where any relevant Meeting is to be held and the places where the Principal
Paying Agent has its Specified Office; and
"48 hours" means two consecutive periods of 24 hours.
Unless otherwise provided in these Rules, or unless the context requires otherwise, words and
expressions used in these Rules shall have the meanings and the construction ascribed to them in the
Conditions to which these Rules are attached.
2.2 Interpretation
In these Rules:
2.2.1 any reference herein to an "Article" shall, except where expressly provided to the contrary, be
a reference to an article of these Rules of the Organisation of the Covered Bondholders;
2.2.2 a "successor" of any party shall be construed so as to include an assignee or successor in title
of such party and any person who under the laws of the jurisdiction of incorporation or
domicile of such party has assumed the rights and obligations of such party under any
Transaction Document or to which, under such laws, such rights and obligations have been
transferred; and
2.2.3 any reference to any Transaction Party shall be construed so as to include its and any
subsequent successors and transferees in accordance with their respective interests.
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