Prospectus UBI Banca Covered Bond Programme

Prospectus
of time, the same matter may be resubmitted to the Representative of the Covered Bondholders pursuant
to the terms of this Article 23).
24. MEETINGS AND SEPARATE SERIES
24.1 Choice of Meeting
If and whenever the Issuer shall have issued and have outstanding Covered Bonds of more than one
Series the foregoing provisions of this Schedule shall have effect subject to the following modifications:
24.1.1 a resolution which in the opinion of the Representative of the Covered Bondholders affects the
Covered Bonds of only one Series shall be deemed to have been duly passed if passed at a
separate meeting of the holders of the Covered Bonds of that Series;
24.1.2 a resolution which in the opinion of the Representative of the Covered Bondholders affects the
Covered Bonds of more than one Series but does not give rise to a conflict of interest between
the holders of Covered Bonds of any of the Series so affected shall be deemed to have been
duly passed if passed at a single meeting of the holders of the Covered Bonds of all the Series
so affected;
24.1.3 a resolution which in the opinion of the Representative of the Covered Bondholders affects the
Covered Bonds of more than one Series and gives or may give rise to a conflict of interest
between the holders of the Covered Bonds of one Series or group of Series so affected and the
holders of the Covered Bonds of another Series or group of Series so affected shall be deemed
to have been duly passed only if passed at separate meetings of the holders of the Covered
Bonds of each Series or group of Series so affected;
24.1.4 a Programme Resolution shall be deemed to have been duly passed only if passed at a single
meeting of the Covered Bondholders of all Series; and
24.1.5 to all such meetings all the preceding provisions of these Rules shall mutatis mutandis apply as
though references therein to Covered Bonds and Covered Bondholders were references to the
Covered Bonds of the Series or group of Series in question or to the holders of such Covered
Bonds, as the case may be.
24.2 Denominations other than Euro
If the Issuer has issued and has outstanding Covered Bonds which are not denominated in Euro in the
case of any Meeting or request in writing or Written Resolution of holders of Covered Bonds of more
than one currency (whether in respect of the meeting or any adjourned such Meeting or any poll resulting
therefrom or any such request or Written Resolution) the Outstanding Principal Amount of such Covered
Bonds shall be the equivalent in Euro at the relevant Swap Rate. In such circumstances, on any poll each
person present shall have one vote for each Euro1.00 (or such other Euro amount as the Representative
of the Covered Bondholders may in its absolute discretion stipulate) of the Outstanding Principal
Amount of the Covered Bonds (converted as above) which he holds or represents.
25. FURTHER REGULATIONS
Subject to all other provisions contained in these Rules, the Representative of the Covered Bondholders
may, without the consent of the Issuer, prescribe such further regulations regarding the holding of
Meetings and attendance and voting at them and/or the provisions of a Written Resolution as the
Representative of the Covered Bondholders in its sole discretion may decide.
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