Prospectus UBI Banca Covered Bond Programme

Prospectus
5. VALIDITY OF BLOCK VOTING INSTRUCTIONS
A Block Voting Instruction or a Voting Certificate issued by a Monte Titoli Account Holder shall be
valid for the purpose of the relevant Meeting only if it is deposited at the Specified Offices of the
Principal Paying Agent, or at any other place approved by the Representative of the Covered
Bondholders, at least 24 hours before the time fixed for the relevant Meeting. If a Block Voting
Instruction or a Voting Certificate is not deposited before such deadline, it shall not be valid. If the
Representative of the Covered Bondholders so requires, a notarised (or otherwise acceptable) copy of
each Block Voting Instruction and satisfactory evidence of the identity of each Proxy named in a Block
Voting Instruction or of each Holder or Proxy named in a Voting Certificate issued by a Monte Titoli
Account Holder shall be produced at the Meeting but the Representative of the Covered Bondholders
shall not be obliged to investigate the validity of a Block Voting Instruction or a Voting Certificate or the
identity of any Proxy or any holder of the Covered Bonds named in a Voting Certificate or a Block
Voting Instruction.
6. CONVENING A MEETING
6.1 Convening a Meeting
The Representative of the Covered Bondholders, the Guarantor or the Issuer may and (in relation to a
meeting for the passing of a Programme Resolution) the Issuer shall upon a requisition in writing signed
by the holders of not less than five per cent. of the Outstanding Principal Amount of the Covered Bonds
for the time being outstanding convene a meeting of the Covered Bondholders and if the Issuer makes
default for a period of seven days in convening such a meeting upon requisition by the Covered
Bondholders the same may be convened by the Representative of the Covered Bondholders or the
requisitionists. The Representative of the Covered Bondholders may convene a single meeting of the
holders of Covered Bonds of more than one Series if in the opinion of the Representative of the Covered
Bondholders there is no conflict between the holders of the Covered Bonds of the relevant Series, in
which event the provisions of this Schedule shall apply thereto mutatis mutandis.
6.2 Meetings convened by Issuer
Whenever the Issuer is about to convene a Meeting, it shall immediately give notice in writing to the
Representative of the Covered Bondholders specifying the proposed day, time and place of the Meeting,
and the items to be included in the agenda.
6.3 Time and place of Meetings
Every Meeting will be held on a date and at a time and place selected or approved by the Representative
of the Covered Bondholders.
7. NOTICE
7.1 Notice of Meeting
At least 21 days' notice (exclusive of the day notice is delivered and of the day on which the relevant
Meeting is to be held), specifying the day, time and place of the Meeting, must be given to the relevant
Covered Bondholders and the Principal Paying Agent, with a copy to the Issuer and the Guarantor, where
the Meeting is convened by the Representative of the Covered Bondholders, or with a copy to the
Representative of the Covered Bondholders, where the Meeting is convened by the Issuer.
7.2 Content of notice
The notice shall set out the full text of any resolution to be proposed at the Meeting unless the
Representative of the Covered Bondholders agrees that the notice shall instead specify the nature of the
resolution without including the full text and shall state that Voting Certificates for the purpose of such
Meeting may be obtained from a Monte Titoli Account Holder in accordance with the provisions of the
regulation issued jointly by the Bank of Italy and CONSOB on 22 February 2008, as amended from time
to time and that for the purpose of obtaining Voting Certificates from the Principal Paying Agent or
appointing Proxies under a Block Voting Instruction, Covered Bondholders must (to the satisfaction of
the Principal Paying Agent) be held to the order of or placed under the control of the Principal Paying
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