Prospectus UBI Banca Covered Bond Programme

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Prospectus THE ISSUER UBI Banca and the UBI Banca Group Unione di Banche Italiane S.c.p.a. ("UBI Banca") is the entity resulting from the merger by incorporation of Banca Lombarda e Piemontese S.p.A. ("Banca Lombarda") into Banche Popolari Unite S.c.p.a. ("BPU") (the "Merger"). The Merger became legally effective on 1 April 2007, with the surviving entity, BPU, changing its name to UBI Banca. UBI Banca is the parent company of the UBI Banca Group (the "UBI Banca Group"). The Head Office and General Management of UBI Banca are located in Piazza Vittorio Veneto 8, 24122 Bergamo (Italy) and the telephone number is +39 035392111. UBI Banca's fiscal code, VAT number and registration number in the Company Registry of Bergamo is 03053920165. UBI Banca is registered under number 5678 in the Bank of Italy's Bank Registry and under number 3111.2 in the Bank of Italy's Banking Groups' Registry. The duration of UBI Banca's corporate life is until 31 December 2100, but may be extended. The UBI Banca Group UBI Banca, the Parent Bank of the Group, is a company listed on the Italian Stock Exchange, included in the FTSE MIB index. The UBI Banca Group has adopted a federal organisational model, multifunctional and integrated, where UBI Banca, as parent company, centralises the governance, control, coordination and support functions The consolidated figures of UBI Banca as at 31 December 2008 were as follows: • a domestic network of 1,965 branches 2 (the fifth largest network in Italy with a domestic market share of approximately 6 per cent.); • approximately 21,000 employees; • over 4 million customers; • direct funding from customers of Euro 97.6 billion (the fourth largest bank in Italy, ranking first among the co-operative banks); • loans to customers of Euro 96.4 billion (ranking fourth in Italy and first among Italian co-operative banks); • assets under management of Euro 39.2 billion (ranking third in Italy and first among Italian co-operative banks); • total assets of approximately Euro 122 billion (ranking fourth in Italy and first among Italian co-operative banks) and • sound capital ratios: Core Tier 1 of 7.09 per cent., Tier1 of 7.73 per cent., Total Capital ratio of 11.08 per cent. In terms of distribution structure, the UBI Banca Group has (as at December 2008): • a strong presence in some of the wealthiest regions of Italy, namely Lombardy (882 branches with a 13.1 per cent. market share), Piedmont (222 branches with an 8.2 per cent. market share) and Marche (113 branches with a 9.2 per cent. market share); • leadership in the reference provinces: Bergamo (151 branches with a 19.8 per cent. market share), Brescia (216 branches with a 22.2 per cent. market share), Varese (131 branches with a 26.5 per cent. market share) and Cuneo (128 branches with a 24.7 per cent. market share); • a market share greater than 10 per cent. in 17 provinces: aside from the four provinces indicated above, Pavia, Alessandria, Viterbo, Ancona, Macerata, Matera, Potenza, Catanzaro, Cosenza, Crotone, Reggio 2 As at 31 March 2009. - 96 -
Prospectus Calabria, Vibo Valentia, Brindisi; and a significant presence in the provinces of Milan (246 branches with a 9.4 per cent. market share) and of Rome (83 branches with a 4.0 per cent. market share). The Parent Bank— UBI Banca S.c.p.A. The UBI Banca performs the following activities within the UBI Banca Group: • management, co-ordination and control by setting Group polices, formulating the Group business model and drawing up the budget and consolidated Business Plan. It also performs risk management activities for the individual business areas of the Group; • control of business functions and support of the activities of network banks and product companies in their core business, with supervision of both markets and customer segments. UBI Banca ensures that business initiatives and commercial policies are consistent, co-ordinates the development and management of the range of products and services, manages group finances centrally and supervises the lending policies of the UBI Banca Group; and • the provision, whether directly or through subsidiaries, of business support services, with the aim of facilitating business growth and providing effective customer service by optimising operating costs through economies of scale and ensuring that service levels meet the highest industry standards. UBI Banca also perform its commercial activity through 2 branches, in Bergamo and Brescia. The Network Banks Management is of the view that local presence guarantees more accurate interpretation of trends on the ground, faster decision-making and encourages and improves customer loyalty and the management of credit risk. As a consequence, it is necessary to enhance the identities and brand names of individual local banks. The network banks operate in their original local markets with the objective of consolidating and broadening customer relations and maximising the economic value and the quality of the services they provide at local level. The network banks are divisionalized (retail, corporate and private) and their customer base is segmented to allow specific service models to be employed for each customer segment (Mass Market, Affluent, Private, Poe -Piccoli Operatori Economici, Small Economic Operators -, Small Business, Low, Mid and Large Corporate). The network banks use services and instruments (e.g. CRM), and offer services and products, made available by UBI Banca and the product companies. Product Companies • The product companies' role is to optimise the quality, breadth of range and value for money of their products and services, concentrating and rationalising the specialist expertise of the UBI Banca Group. Thanks to the contribution of the two original Groups, UBI Banca is now active, through its product companies, in a number of different specialist sectors, namely asset management, life and non-life bancassurance, consumer finance, leasing, factoring, corporate banking and online trading. - 97 -
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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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Prospectus Guarantee in respect of
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Prospectus of each individual Cover
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Prospectus Securitisation and Cover
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Prospectus securities. Generally, t
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Prospectus Catastrophic events, ter
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Prospectus Reliance on Swap Provide
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Prospectus There is no guarantee th
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Prospectus • the right to request
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Prospectus (e) Monte Titoli Mandate
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Prospectus "Calculation Agent" mean
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Prospectus "D 1 " is the first cale
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Prospectus (ii) (iii) (iv) (v) an a
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Prospectus "Optional Redemption Dat
Page 45 and 46: Prospectus "Relevant Dealer(s) " me
Page 47 and 48: Prospectus 4. Status and Guarantee
Page 49 and 50: Prospectus (d) ISDA Determination I
Page 51 and 52: Prospectus (b) Extension of maturit
Page 53 and 54: Prospectus Bondholder. Once deposit
Page 55 and 56: Prospectus withheld or assessed by
Page 57 and 58: Prospectus (v) Invalidity of the Co
Page 59 and 60: Prospectus all respects except for
Page 61 and 62: Prospectus 1. GENERAL RULES OF THE
Page 63 and 64: Prospectus "Voter" means, in relati
Page 65 and 66: Prospectus 5. VALIDITY OF BLOCK VOT
Page 67 and 68: Prospectus where applicable, modifi
Page 69 and 70: Prospectus 15.2 The Chairman and a
Page 71 and 72: Prospectus Removal and Remuneration
Page 73 and 74: Prospectus TITLE III THE REPRESENTA
Page 75 and 76: Prospectus 28.6 Discretions Save as
Page 77 and 78: Prospectus 29.2.16 shall not, if in
Page 79 and 80: Prospectus 30.7 Certificates of Par
Page 81 and 82: Prospectus 32.5 Notice of waiver If
Page 83 and 84: Prospectus FORM OF FINAL TERMS Set
Page 85 and 86: Prospectus [Instalment] [The Covere
Page 87 and 88: Prospectus (xv) Fall back provision
Page 89 and 90: Prospectus (i) Optional Redemption
Page 91 and 92: Prospectus These Final Terms compri
Page 93 and 94: Prospectus 5. [Fixed Rate Covered B
Page 95: Prospectus USE OF PROCEEDS The net
Page 99 and 100: Prospectus (ix) a banking network o
Page 101 and 102: Prospectus The actual Supervisory B
Page 103 and 104: Prospectus Name Position Principal
Page 105 and 106: Prospectus The Supervisory Board al
Page 107 and 108: Prospectus General Management Name
Page 109 and 110: Prospectus approvals from CONSOB an
Page 111 and 112: Prospectus (thousands of Euro) UNIO
Page 113 and 114: Prospectus (thousands of Euro) UNIO
Page 115 and 116: Prospectus Defaulted and problem lo
Page 117 and 118: Prospectus Introduction THE GUARANT
Page 119 and 120: Prospectus Banca Popolare di Bergam
Page 121 and 122: Prospectus ( * ) Member of Executiv
Page 123 and 124: Prospectus Figures in thousands of
Page 125 and 126: Prospectus Name Franco Bossoni( * )
Page 127 and 128: Prospectus (In thousands of Euro) 3
Page 129 and 130: Prospectus of the bank. In accordan
Page 133 and 134: Prospectus Management Banca Regiona
Page 135 and 136: Prospectus INCOME STATEMENT (In tho
Page 137 and 138: Prospectus Detail of amounts due to
Page 141 and 142: Prospectus Funding Banca Carime's p
Page 145 and 146: Prospectus Funding Banca di Valle C
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Prospectus (In thousands of Euro) 3
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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 receive instructions fro
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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 terminate at the end of
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Prospectus and (3) an annual net tu
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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 guarantee) by an entity
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Prospectus "Initial Portfolio" mean
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Prospectus "Luxembourg BdB Interest
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Prospectus "Post-Enforcement Priori
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Prospectus "Representative of the C
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Prospectus "Transfer Date" means: (
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Prospectus PRINCIPAL PAYING AGENT T
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