Prospectus UBI Banca Covered Bond Programme

Prospectus
provided that if Covered Bondholders fail to select a new Representative of the Covered Bondholders
within three months of written notice of resignation delivered by the Representative of the Covered
Bondholders, the Representative of the Covered Bondholders may appoint a successor which is a
qualifying entity pursuant to Article 26.2 (Identity of the Representative of the Covered Bondholders).
28. DUTIES AND POWERS OF THE REPRESENTATIVE OF THE COVERED BONDHOLDERS
28.1 Representative of the Covered Bondholders as legal representative
The Representative of the Covered Bondholders is the legal representative of the Organisation of the
Covered Bondholders and has the power to exercise the rights conferred on it by the Transaction
Documents in order to protect the interests of the Covered Bondholders.
28.2 Meetings and resolutions
Unless any Resolution provides to the contrary, the Representative of the Covered Bondholders is
responsible for implementing all resolutions of the Covered Bondholders. The Representative of the
Covered Bondholders has the right to convene and attend Meetings to propose any course of action
which it considers from time to time necessary or desirable.
28.3 Delegation
The Representative of the Covered Bondholders may in the exercise of the powers, discretions and
authorities vested in it by these Rules and the Transaction Documents:
28.3.1 act by responsible officers or a responsible officer for the time being of the Representative of
the Covered Bondholders;
28.3.2 whenever it considers it expedient and in the interest of the Covered Bondholders, whether by
power of attorney or otherwise, delegate to any person or persons or fluctuating body of
persons some, but not all, of the powers, discretions or authorities vested in it as aforesaid.
Any such delegation pursuant to Article 28.3.1 may be made upon such conditions and subject to such
regulations (including power to sub-delegate) as the Representative of the Covered Bondholders may
think fit in the interest of the Covered Bondholders. The Representative of the Covered Bondholders
shall not be bound to supervise the acts or proceedings of such delegate or sub-delegate and shall not in
any way or to any extent be responsible for any loss incurred by reason of any misconduct, omission or
default on the part of such delegate or sub-delegate, provided that the Representative of the Covered
Bondholders shall use all reasonable care in the appointment of any such delegate and shall be
responsible for the instructions given by it to such delegate. The Representative of the Covered
Bondholders shall, as soon as reasonably practicable, give notice to the Issuer and the Guarantor of the
appointment of any delegate and any renewal, extension and termination of such appointment, and shall
procure that any delegate shall give notice to the Issuer and the Guarantor of the appointment of any
sub-delegate as soon as reasonably practicable.
28.4 Judicial proceedings
The Representative of the Covered Bondholders is authorised to represent the Organisation of the
Covered Bondholders in any judicial proceedings including any Insolvency Event in respect of the Issuer
and/or the Guarantor.
28.5 Consents given by Representative of Covered Bondholders
Any consent or approval given by the Representative of the Covered Bondholders under these Rules and
any other Transaction Document may be given on such terms and subject to such conditions (if any) as
the Representative of the Covered Bondholders deems appropriate and, notwithstanding anything to the
contrary contained in the Rules or in the Transaction Documents, such consent or approval may be given
retrospectively.
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