Prospectus UBI Banca Covered Bond Programme

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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, - 70 -
Prospectus Removal and Remuneration) or to take any other action required by the Conditions or any Transaction Documents to be taken by Programme Resolution. 18.4 Other Series of Covered Bonds No Ordinary Resolution or Extraordinary Resolution other than a Programme Resolution that is passed by the Holders of one Series of Covered Bonds shall be effective in respect of another Series of Covered Bonds unless it is sanctioned by an Ordinary Resolution or Extraordinary Resolution (as the case may be) of the Holders of Covered Bonds then outstanding of that other Series. 19. EFFECT OF RESOLUTIONS 19.1 Binding nature Subject to Article 18.4 (Other Series of Covered Bonds), any resolution passed at a Meeting of the Covered Bondholders of any Series duly convened and held in accordance with these Rules shall be binding upon all Covered Bondholders of any such Series, whether or not present at such Meeting and or not voting. A Programme Resolution passed at any Meeting of the holders of the Covered Bonds of all Series shall be binding on all holders of the Covered Bonds of all Series, whether or not present at the meeting. 19.2 Notice of voting results Notice of the results of every vote on a resolution duly considered by Covered Bondholders shall be published (at the cost of the Issuer) in accordance with the Conditions and given to the Principal Paying Agent (with a copy to the Issuer, the Guarantor and the Representative of the Covered Bondholders within 14 days of the conclusion of each Meeting). 20. CHALLENGE TO RESOLUTIONS Any absent or dissenting Covered Bondholder has the right to challenge Resolutions which are not passed in compliance with the provisions of these Rules. 21. MINUTES Minutes shall be made of all resolutions and proceedings of each Meeting and entered in books provided by the Issuer for that purpose. The Minutes shall be signed by the Chairman and shall be prima facie evidence of the proceedings therein recorded. Unless and until the contrary is proved, every Meeting in respect of which minutes have been signed by the Chairman shall be regarded as having been duly convened and held and all resolutions passed or proceedings transacted shall be regarded as having been duly passed and transacted. 22. WRITTEN RESOLUTION A Written Resolution shall take effect as if it were an Extraordinary Resolution or, in respect of matters required to be determined by Ordinary Resolution, as if it were an Ordinary Resolution. 23. INDIVIDUAL ACTIONS AND REMEDIES Each Covered Bondholder has accepted and is bound by the provisions of Condition 17 (Limited Recourse and Non Petition) and, accordingly, if any Covered Bondholder is considering bringing individual actions or using other individual remedies to enforce his/her rights under the Covered Bond Guarantee (hereinafter, a "Claiming Covered Bondholder"), then such Claiming Covered Bondholder intending to enforce his/her rights under the Covered Bonds will notify the Representative of the Covered Bondholders of his/her intention. The Representative of the Covered Bondholders shall inform the other Covered Bondholders in accordance with Condition 18 (Notices) of such prospective individual actions and remedies and invite them to raise, in writing, any objection that they may have by a specific date not more than 30 days after the date of the Representative of the Covered Bondholders' notification and not less than 10 days after such notification. If Covered Bondholders representing 5 per cent. or more of the aggregate Outstanding Principal Amount of the Covered Bonds then outstanding object to such prospective individual actions and remedies, then the Claiming Covered Bondholder will be prevented from taking any individual action or remedy (without prejudice to the fact that, after a reasonable period - 71 -
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Prospectus UNIONE DI BANCHE ITALIAN
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Prospectus Figures included in this
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Prospectus INFORMATION INCORPORATED
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Prospectus SUPPLEMENTS, FINAL TERMS
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Prospectus Structure Overview • P
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Prospectus on any Interest Payment
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Prospectus the Conditions and the D
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Prospectus deferral will occur auto
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Prospectus AAA Aaa AAA Governing La
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Page 95 and 96: Prospectus USE OF PROCEEDS The net
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Page 117 and 118: Prospectus Introduction THE GUARANT
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Prospectus ( * ) Member of Executiv
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Prospectus Figures in thousands of
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Prospectus Name Franco Bossoni( * )
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Prospectus (In thousands of Euro) 3
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Prospectus of the bank. In accordan
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Prospectus Management Banca Regiona
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Prospectus INCOME STATEMENT (In tho
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Prospectus Detail of amounts due to
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Prospectus Funding Banca Carime's p
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Prospectus Funding Banca di Valle C
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Prospectus Direct funding from cust
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Prospectus Direct funding from cust
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Prospectus Loans to customers as at
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Prospectus Covered Bond Guarantee S
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Prospectus Master Loans Purchase Ag
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Prospectus Master Servicer shall al
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Prospectus notice substantially in
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Prospectus price reasonably availab
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Prospectus Rating Downgrade Event U
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Prospectus in the name and on behal
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Prospectus CREDIT STRUCTURE The Cov
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Prospectus "Z" stands for the weigh
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Prospectus "Z" stands for the weigh
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Prospectus Pre-Issuer Event of Defa
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Prospectus (f) (g) (h) (i) Sixth, t
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Prospectus • the payment of which
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Prospectus DESCRIPTION OF CERTAIN R
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Prospectus The issuing bank The Ban
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Prospectus and the Covered Bond Gua
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Prospectus Finally the Prepayment P
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Prospectus authorised intermediary,
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Prospectus Where an Italian residen
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Prospectus Listing and Admission to
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Prospectus GLOSSARY "Accounts" mean
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Prospectus "Commercial Mortgage Loa
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Prospectus "Transfer Date" means: (
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Prospectus PRINCIPAL PAYING AGENT T
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Prospectus UBI Banca Covered Bond Programme

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