Prospectus UBI Banca Covered Bond Programme

Prospectus
2.3 Separate Series
Subject to the provisions of the next sentence, the Covered Bonds of each Series shall form a separate
Series of Covered Bonds and accordingly, unless for any purpose the Representative of the Covered
Bondholders in its absolute discretion shall otherwise determine, the provisions of this sentence and of
Articles 3 (Purpose of the Organisation) to 25 (Meetings and Separate Series) and 28 (Duties and
Powers of the Representative of the Covered Bondholders) to 35 (Powers to Act on behalf of the
Guarantor) shall apply mutatis mutandis separately and independently to the Covered Bonds of each
Series. However, for the purposes of this Clause 2.3:
2.3.1 Articles 26 (Appointment, Removal and Resignation) and 27 (Resignation of the Representative
of the Covered Bondholders); and
2.3.2 insofar as they relate to a Programme Resolution, Articles 3 (Purpose of the Organisation) to
25 (Meetings and Separate Series) and 28 (Duties and Powers of the Representative of the
Covered Bondholders) to 35 (Powers to Act on behalf of the Guarantor),
the Covered Bonds shall be deemed to constitute a single Series and the provisions of such Articles shall
apply to all the Covered Bonds together as if they constituted a single Series and, in such Articles, the
expressions "Covered Bonds" and "Covered Bondholders" shall be construed accordingly.
3. PURPOSE OF THE ORGANISATION
3.1 Each Covered Bondholder, whatever Series of the Covered Bonds he holds, is a member of the
Organisation of the Covered Bondholders.
3.2 The purpose of the Organisation of the Covered Bondholders is to co-ordinate the exercise of the rights
of the Covered Bondholders and, more generally, to take any action necessary or desirable to protect the
interest of the Covered Bondholders.
TITLE II
MEETINGS OF THE COVERED BONDHOLDERS
4. VOTING CERTIFICATES AND BLOCK VOTING INSTRUCTIONS
4.1 A Covered Bondholder may obtain a Voting Certificate in respect of a Meeting by requesting its Monte
Titoli Account Holder to issue a certificate 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
4.2 A Covered Bondholder may also obtain a Voting Certificate from the Principal Paying Agent or require
the Principal Paying Agent to issue a Block Voting Instruction by arranging for Covered Bonds to be (to
the satisfaction of the Principal Paying Agent) held to its order or under its control or blocked in an
account in a clearing system (other than Monte Titoli) not later than 48 hours before the time fixed for
the relevant Meeting.
4.3 A Voting Certificate or Block Voting Instruction issued pursuant to Article 4.2 shall be valid until the
release of the Blocked Covered Bonds to which it relates.
4.4 So long as a Voting Certificate or Block Voting Instruction is valid, the person named therein as Holder
or Proxy (in the case of a Voting Certificate issued by a Monte Titoli Account Holder), the bearer thereof
(in the case of a Voting Certificate issued by the Principal Paying Agent), and any Proxy named therein
(in the case of a Block Voting Instruction issued by the Principal Paying Agent) shall be deemed to be
the Holder of the Covered Bonds to which it relates for all purposes in connection with the Meeting to
which such Voting Certificate or Block Voting Instruction relates.
4.5 A Voting Certificate and a Block Voting Instruction cannot be outstanding simultaneously in respect of
the same Covered Bonds.
4.6 References to the blocking or release of Covered Bonds shall be construed in accordance with the usual
practices (including blocking the relevant account) of any Relevant Clearing System.
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