Prospectus UBI Banca Covered Bond Programme

Prospectus
TITLE III
THE REPRESENTATIVE OF THE COVERED BONDHOLDERS
26. APPOINTMENT, REMOVAL AND REMUNERATION
26.1 Appointment
The appointment of the Representative of the Covered Bondholders takes place by Programme
Resolution in accordance with the provisions of this Article 26, except for the appointment of the first
Representative of the Covered Bondholders which will be BNY Corporate Trustee Services Limited.
26.2 Identity of Representative of the Covered Bondholders
The Representative of the Covered Bondholders shall be:
26.2.1 a bank incorporated in any jurisdiction of the European Union or a bank incorporated in any
other jurisdiction acting through an Italian branch; or
26.2.2 a company or financial institution enrolled with the register held by the Bank of Italy pursuant
to Article 107 of Italian Legislative Decree No. 385 of 1993; or
26.2.3 any other entity which is not prohibited from acting in the capacity of Representative of the
Covered Bondholders pursuant to the law.
The directors and auditors of the Issuer and those who fall within the conditions set out in Article 2399 of
the Italian Civil Code cannot be appointed as Representative of the Covered Bondholders and, if
appointed as such, they shall be automatically removed.
26.3 Duration of appointment
Unless the Representative of the Covered Bondholders is removed by Programme Resolution of the
Covered Bondholders pursuant to Article 18.3 (Programme Resolution) or resigns pursuant to Article 27
(Resignation of the Representative of the Covered Bondholders), it shall remain in office until full
repayment or cancellation of all the Covered Bonds.
26.4 After termination
In the event of a termination of the appointment of the Representative of the Covered Bondholders for
any reason whatsoever, such representative shall remain in office until the substitute Representative of
the Covered Bondholders, which shall be an entity specified in Article 26.2 (Identity of Representative of
the Covered Bondholders), accepts its appointment, and the powers and authority of the Representative
of the Covered Bondholders whose appointment has been terminated shall, pending the acceptance of its
appointment by the substitute, be limited to those necessary to perform the essential functions required in
connection with the Covered Bonds.
26.5 Remuneration
The Issuer, failing which the Guarantor, shall pay to the Representative of the Covered Bondholders an
annual fee for its services as Representative of the Covered Bondholders from the Issue Date, as agreed
either in the initial agreement(s) for the issue of and subscription for the Covered Bonds or in a separate
fee letter. Such fees shall accrue from day-to-day and shall be payable in accordance with the priority of
payments set out in the Intercreditor Agreement up to (and including) the date when all the Covered
Bonds of whatever Series shall have been repaid in full or cancelled in accordance with the Conditions.
27. RESIGNATION OF THE REPRESENTATIVE OF THE COVERED BONDHOLDERS
The Representative of the Covered Bondholders may resign at any time by giving at least three calendar
months' written notice to the Issuer and the Guarantor, without needing to provide any specific reason for
the resignation and without being responsible for any costs incurred as a result of such resignation. The
resignation of the Representative of the Covered Bondholders shall not become effective until a new
Representative of the Covered Bondholders has been appointed in accordance with Article 26.1
(Appointment) and such new Representative of the Covered Bondholders has accepted its appointment,
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