Prospectus UBI Banca Covered Bond Programme

Prospectus
29.2.16 shall not, if in connection with the exercise of its powers, trusts, authorities or discretions, it is
of the opinion that the interest of the holders of the Covered Bonds of any one or more Series
would be materially prejudiced thereby, exercise such power, trust, authority or discretion
without the approval of such Covered Bondholders by Extraordinary Resolution or by a written
resolution of such Covered Bondholders holding not less than 25 per cent. of the Outstanding
Principal Amount of the Covered Bonds of the relevant Series then outstanding;
29.2.17 shall, as regards at the powers, trusts, authorities and discretions vested in it by the Transaction
Documents, except where expressly provided therein, have regard to the interests of both the
Covered Bondholders and the other creditors of the Issuer or the Guarantor but if, in the
opinion of the Representative of the Covered Bondholders, there is a conflict between their
interests the Representative of the Covered Bondholders will have regard solely to the interest
of the Covered Bondholders;
29.2.18 may refrain from taking any action or exercising any right, power, authority or discretion
vested in it under these Rules or any Transaction Document or any other agreement relating to
the transactions herein or therein contemplated until it has been indemnified and/or secured to
its satisfaction against any and all actions, proceedings, claims and demands which might be
brought or made against it and against all Liabilities suffered, incurred or sustained by it as a
result. Nothing contained in these Rules or any of the other Transaction Documents shall
require the Representative of the Covered Bondholders to expend or risk its own funds or
otherwise incur any financial liability in the performance of its duties or the exercise of any
right, power, authority or discretion hereunder if it has grounds for believing the repayment of
such funds or adequate indemnity against, or security for, such risk or liability is not
reasonably assured; and
29.2.19 shall not have any liability for any loss, liability, damages claim or expense directly or
indirectly suffered or incurred by the Issuer, the Guarantor, any Covered Bondholder, any
Other Creditor or any other person as a result of any determination, any act, matter or thing that
will not be materially prejudicial to the interests of the Covered Bondholders as a whole or the
interests of the Covered Bondholders of any Series.
29.3 Covered Bonds held by Issuer
The Representative of the Covered Bondholders may assume without enquiry that no Covered Bonds are,
at any given time, held by or for the benefit of the Issuer or the Guarantor.
29.4 Illegality
No provision of these Rules shall require the Representative of the Covered Bondholders to do anything
which may be illegal or contrary to applicable law or regulations or to expend moneys or otherwise take
risks in the performance of any of its duties, or in the exercise of any of its powers or discretion. The
Representative of the Covered Bondholders may refrain from taking any action which would or might, in
its opinion, be contrary to any law of any jurisdiction or any regulation or directive of any agency of any
state, or if it has reasonable grounds to believe that it will not be reimbursed for any funds it expends, or
that it will not be indemnified against any loss or Liabilities which it may incur as a consequence of such
action. The Representative of the Covered Bondholders may do anything which, in its opinion, is
necessary to comply with any such law, regulation or directive as aforesaid.
30. RELIANCE ON INFORMATION
30.1 Advice
The Representative of the Covered Bondholders may act on the advice of a certificate or opinion of, or
any written information obtained from, any lawyer, accountant, banker, broker, credit or rating agency or
other expert, whether obtained by the Issuer, the Guarantor, the Representative of the Covered
Bondholders or otherwise, and shall not be liable for any loss occasioned by so acting. Any such opinion,
advice, certificate or information may be sent or obtained by letter, telegram, e-mail or fax transmission
and the Representative of the Covered Bondholders shall not be liable for acting on any opinion, advice,
certificate or information purporting to be so conveyed although the same contains some error or is not
authentic and, in circumstances where in the opinion of the Representative of the Covered Bondholders
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