Prospectus UBI Banca Covered Bond Programme

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Prospectus Structure of the UBI Banca Group: main subsidiaries as at 31 March 2009 UBI Banca Group Companies and Operations The UBI Banca Group is fully integrated at organisational, commercial and financial levels. The UBI Banca Group structure may be summarised as follows: (a) (b) UBI Banca, which is the parent company of the UBI Banca Group nine network banks, namely: (i) (ii) (iii) (iv) (v) (vi) (vii) (viii) Banca Popolare di Bergamo S.p.A., with headquarters and administrative offices in Bergamo; Banco di Brescia S.p.A., with headquarters and administrative offices in Brescia; Banca Popolare Commercio e Industria S.p.A., with headquarters and administrative offices in Milan; Banca Regionale Europea S.p.A., with headquarters in Cuneo and general management and administrative offices in Milan; Banca Popolare di Ancona S.p.A. with headquarters and administrative offices in Jesi; Banca Carime S.p.A., with headquarters and administrative offices in Cosenza; Banca di Valle Camonica S.p.A., with headquarters and administrative offices in Breno; and Banco di San Giorgio S.p.A., with headquarters and administrative offices in Genova. These network banks are all deeply rooted in their respective local markets and are focused on the development of commercial and lending activities with a client base consisting mainly of retail customers and small and medium sized businesses; - 98 -
Prospectus (ix) a banking network of private bankers and financial advisers, UBI Banca Private Investment S.p.A., based in Brescia; (c) (d) (e) (f) (g) a corporate bank, Centrobanca S.p.A., based in Milan; an on line trading Bank, IW Bank S.p.A., listed on the Italian Stock Exchange and include in the FTSE Italia Small Cap Index; various product companies operating mainly in the areas of asset management, bancassurance (non-life), consumer finance, factoring and leasing; a consortium company, UBI Sistemi e Servizi S.p.A., based in Brescia, providing services and products to the other group's companies; and various service companies. The UBI Banca Group also has an international presence through: (i) (ii) (iii) (iv) (v) two foreign banks, Banque de Dépôts et de Gestion Sa (with four branches in Switzerland and a "financial advisory company" in Singapore) and UBI Banca International Sa (with headquarters in Luxembourg, branches in Munich and Madrid and a trust company in Jersey); three foreign branches in France (at Nice and Menton of Banca Regionale Europea) and in Luxembourg (Banco di Brescia); representative offices in San Paolo of Brazil, Hong Kong, Mumbai, Shanghai and Moscow; equity investments (mainly controlling interests) in five foreign companies: in addition to UBI Trust Co Ltd and BDG Singapore Private Ltd., already mentioned, also in Gestioni Lombarda (Switzerland) Sa, Lombarda China Fund Management Co., and UBI Management Co. Sa; and one Branch of UBI Factor Spa in Krakow in Poland. The UBI Banca Group has representative offices in Hong Kong, San Paolo (Brazil), Moscow, Mumbai and Shanghai. Banking Activities The financial information hereafter provided is extracted from the financial statements under IFRS as at 31 December 2008, compared to 31 December 2007. Network banks Please see the "Sellers" section. Corporate Banking Centrobanca S.p.A. ("Centrobanca") Centrobanca is the corporate and investment bank of the Group. The UBI Banca Group holds 97.82 per cent. of its capital (92.35 per cent. held by UBI Banca and 5.47 per cent by BPA). As at 31 December 2008, Centrobanca had loans to customers totalling Euro7.5 billion, with a ratio of net non-performing loans to total net loans of 0.76 per cent. and of net impaired loans to total net loans of 0.87 per cent.. Shareholders' equity as at the same date (excluding profit for the period) amounted to Euro499.4 million. As at 31 December 2008, Centrobanca had 332 employees and seven branches. Net profit for 2008 was Euro61.7 million. Asset Management UBI Pramerica Sgr S.p.A. ("UBI Pramerica"), the asset management company of the Group, is a joint venture between UBI Banca and Prudential Inc., USA ("Prudential"), with 65 per cent. of its capital held by the UBI Banca Group and 35 per cent. held by Prudential. On 18 January 2008, the contribution to UBI Pramerica Sgr - 99 -
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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
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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 and 96: Prospectus USE OF PROCEEDS The net
Page 97: Prospectus Calabria, Vibo Valentia,
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 Direct funding from cust
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Prospectus (In thousands of Euro) 3
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Prospectus Direct funding from cust
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Prospectus (In thousands of Euro) 3
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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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