Prospectus UBI Banca Covered Bond Programme

Prospectus
18.1.2 to authorise the Representative of the Covered Bondholders or any other person to execute all
documents and do all things necessary to give effect to any Ordinary Resolution.
18.2 Extraordinary Resolutions
A Meeting, in addition to any powers assigned to it in the Conditions, shall have power exercisable by
Extraordinary Resolution to:
18.2.1 sanction any compromise or arrangement proposed to be made between the Issuer, the
Guarantor, the Representative of the Covered Bondholders, the Covered Bondholders or any of
them;
18.2.2 approve any modification, abrogation, variation or compromise in respect of (a) the rights of
the Representative of the Covered Bondholders, the Issuer, the Guarantor, the Covered
Bondholders or any of them, whether such rights arise under the Transaction Documents or
otherwise, and (b) these Rules, the Conditions or of any Transaction Document or any
arrangement in respect of the obligations of the Issuer under or in respect of the Covered
Bonds, which, in any such case, shall be proposed by the Issuer, the Representative of the
Covered Bondholders and/or any other party thereto;
18.2.3 assent to any modification of the provisions of these Rules or the Transaction Documents
which shall be proposed by the Issuer, the Guarantor, the Representative of the Covered
Bondholders or of any Covered Bondholder;
18.2.4 in accordance with Article 26 (Appointment, Removal and Remuneration), appoint and remove
the Representative of the Covered Bondholders;
18.2.5 direct the Representative of the Covered Bondholders to issue an Issuer Default Notice as a
result of an Event of Default pursuant to Condition 12(a) (Issuer Event of Default) or a
Guarantor Default Notice as a result of a Guarantor Event of Default pursuant to Condition
12(c) (Guarantor Event of Default);
18.2.6 discharge or exonerate, whether retrospectively or otherwise, the Representative of the
Covered Bondholders from any liability in relation to any act or omission for which the
Representative of the Covered Bondholders has or may become liable pursuant or in relation to
these Rules, the Conditions or any other Transaction Document;
18.2.7 waive any breach or authorise any proposed breach by the Issuer, the Guarantor or (if relevant)
any other Transaction Party of its obligations under or in respect of these Rules, the Covered
Bonds or any other Transaction Document or any act or omission which might otherwise
constitute an Event of Default;
18.2.8 grant any authority, order or sanction which, under the provisions of these Rules or of the
Conditions, must be granted by an Extraordinary Resolution;
18.2.9 authorise and ratify the actions of the Representative of the Covered Bondholders in
compliance with these Rules, the Intercreditor Agreement and any other Transaction
Document;
18.2.10 to appoint any persons (whether Covered Bondholders or not) as a committee to represent the
interests of the Covered Bondholders and to confer on any such committee any powers which
the Covered Bondholders could themselves exercise by Extraordinary Resolution; and
18.2.11 authorise the Representative of the Covered Bondholders or any other person to execute all
documents and do all things necessary to give effect to any Extraordinary Resolution.
18.3 Programme Resolutions
A Meeting shall have power exercisable by a Programme Resolution to direct the Representative of the
Covered Bondholders to take action pursuant to Condition 12(b)(ii)(c) (Issuer Event of Default –
Covered Bond Guarantee) 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,
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