Prospectus UBI Banca Covered Bond Programme

Prospectus
and place. No business shall be transacted at any adjourned meeting except business which might have
been transacted at the Meeting from which the adjournment took place.
12. NOTICE FOLLOWING ADJOURNMENT
12.1 Notice required
Article 7 (Notice) shall apply to any Meeting which is to be resumed after adjournment for lack of a
quorum except that:
12.1.1 10 days' notice (exclusive of the day on which the notice is delivered and of the day on which
the Meeting is to be resumed) shall be sufficient; and
12.1.2 the notice shall specifically set out the quorum requirements which will apply when the
Meeting resumes.
12.2 Notice not required
Except in the case of a Meeting to consider an Extraordinary Resolution, it shall not be necessary to give
notice of resumption of any Meeting adjourned for reasons other than those described in Article 10
(Adjournment for Want of Quorum).
13. PARTICIPATION
The following categories of persons may attend and speak at a Meeting:
13.1 Voters;
13.2 the directors and the auditors of the Issuer and the Guarantor;
13.3 representatives of the Issuer, the Guarantor and the Representative of the Covered Bondholders;
13.4 financial advisers to the Issuer, the Guarantor and the Representative of the Covered Bondholders;
13.5 legal advisers to the Issuer, the Guarantor and the Representative of the Covered Bondholders; and
13.6 other person authorised by virtue of a resolution of such Meeting or by the Representative of the Covered
Bondholders.
14. VOTING BY SHOW OF HANDS
14.1 Every question submitted to a Meeting shall be decided in the first instance by a vote by a show of hands.
14.2 Unless a poll is validly demanded before or at the time that the result is declared, the Chairman's
declaration that on a show of hands a resolution has been passed or passed by a particular majority or
rejected, or rejected by a particular majority, shall be conclusive without proof of the number of votes
cast for, or against, the resolution.
15. VOTING BY POLL
15.1 Demand for a poll
A demand for a poll shall be valid if it is made by the Chairman, the Issuer, the Guarantor, the
Representative of the Covered Bondholders or any one or more-Voters, whatever the Outstanding
Principal Amount of the Covered Bonds held or represented by such Voter(s). A poll may be taken
immediately or after such adjournment as is decided by the Chairman but any poll demanded on the
election of a Chairman or on any question of adjournment shall be taken immediately. A valid demand
for a poll shall not prevent the continuation of the relevant Meeting for any other business. The result of
a poll shall be deemed to be the resolution of the Meeting at which the poll was demanded.
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