Supplement Dated 11 April 2016 to the Covered Bond

SUPPLEMENT DATED 11 APRIL 2016 TO THE COVERED BOND PROSPECTUS APPROVED ON 31 JULY 2015 AS SUPPLEMENTED ON 16 OCTOBER 2015, ON 18 JANUARY 2016, ON 4 MARCH 2016 AND ON 16 MARCH 2016

UNIONE DI BANCHE ITALIANE S.P.A. (incorporated as a joint stock company in the Republic of Italy and registered at the Companies' Registry of Bergamo under registration number 03053920165) Euro 15,000,000,000 Covered Bond (Obbligazioni Bancarie Garantite) Programme unconditionally and irrevocably guaranteed as to payments of interest and principal by UBI FINANCE S.R.L. (incorporated as a limited liability company in the Republic of Italy and registered at the Companies' Registry of Milan under registration number 06132280964)

This document constitutes a supplement (the “Supplement”) to the prospectus dated 31 July 2015, as supplemented on 16 October 2015, on 18 January 2016, on 4 March 2016 and on 16 March 2016 (the “Prospectus”), which constitutes a base prospectus under Article 5.4 of Directive 2003/71/EC, which includes the amendments made by Directive 2010/73/EU (the “Prospectus Directive”) and is prepared in connection with the Euro 15,000,000,000 Covered Bond (Obbligazioni Bancarie Garantite) Programme (the “Programme”) of Unione di Banche Italiane S.p.a. (the “Issuer” or “UBI Banca”), unconditionally and irrevocably guaranteed as to payments of interest and principal by UBI Finance S.r.l. (the “Guarantor”). This Supplement is supplemental to, and shall be read in conjunction with, the Prospectus and any other supplement to the Prospectus prepared by the Issuer under the Programme. Terms defined in the Prospectus have the same meaning when used in this Supplement, unless they have been specifically defined herein. This Supplement has been approved by the Central Bank of Ireland, as competent authority under the Prospectus Directive. The Central Bank of Ireland only approves this Supplement as meeting the requirements imposed under Irish and EU law pursuant to the Prospectus Directive. The Issuer and the Guarantor accept responsibility for the information in this Supplement. To the best of the knowledge of the Issuer and the Guarantor (having taken all reasonable care to ensure that such is the case), the information contained in this Supplement is in accordance with the facts and does not omit anything likely to affect the import of such information. This Supplement has been produced to: (i) further to the announcement made by the Issuer on 2 April 2016 concerning the approval of the audited consolidated financial statements of the Issuer as at and for the year ended on 31 December 2015 (the “Reports and Accounts 2015”), incorporate by reference the Reports and Accounts 2015; (ii) further to the update of the information concerning the governance of the Issuer, update the paragraph “Supervisory Board” under the section entitled “The Issuer” included in the Prospectus; and (iii) further to the approval of the Reports and Accounts 2015, update the section entitled “General Information” included in the Prospectus.

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- 1 - INFORMATION INCORPORATED BY REFERENCE Issuer’s Reports and Accounts 2015 By virtue of this Supplement, the English language version of the Reports and Accounts 2015, is incorporated by reference in, and form part of, the Prospectus. The Reports and Accounts 2015 have been previously published or filed with the Irish Stock Exchange (“ISE”) and are available on the website of the ISE (http://www.ise.ie/debt_documents/Issuer%202015%20Consolidated%20FinStats_357435a0-edaa- 4e70-8ed4-5821dc168cee.pdf?v=732016) and both in their original version in Italian and translated into English on the website of the Issuer (http://www.ubibanca.it) and, free of charge, during usual business hours on any weekday (except for Saturdays, Sundays and public holidays in Italy) at the registered office of the Issuer. The English language version represents an accurate and direct translation from the Italian language document, and where there is a discrepancy between the Italian and the English version, the former shall prevail. The following table shows, inter alia, the information that can be found in the Reports and Accounts 2015 incorporated into the Prospectus.

Reports and Accounts 2015 As at 31 December 2015

Consolidated financial statements of the Issuer Auditors’ Report Pages 207-209 Consolidated Balance Sheet Page 212 Consolidated Income Statement Page 213 Consolidated Statement of Comprehensive Income Page 214 Statement of Changes in Consolidated Equity Pages 215-216 Consolidated Statement of Cash Flows Page 217 Explanatory Notes Pages 219-489

Any other information not listed above but contained in the Reports and Accounts 2015 is not incorporated by reference and is either not relevant for the investor or it is covered elsewhere in the Prospectus. Any document which is incorporated by reference into any of the documents deemed to be incorporated in, and form part of, the Prospectus, shall not constitute a part of the Prospectus.

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THE ISSUER On pages 122-127, the paragraph headed “Supervisory Board”, is deleted and replaced as follows:

“Supervisory Board

According to Article 36 of UBI Banca's Articles of Association, the Supervisory Board is presently composed of 15 members with a three-year term of office and is elected on a list basis from amongst registered shareholders with voting rights. All its members must possess the qualities of integrity, professionalism and independence required by the legislation currently in force and at least three of them must be chosen from among persons enrolled in the Registro dei Revisori Legali (register of auditors) who have practised as legal certifiers of accounts for a period of not less than three-years. - 2 - Persons who have occupied the position of Chairman or Senior Deputy Chairman for the three preceding terms of office may not be appointed to the relative position.

The actual Supervisory Board of UBI Banca is composed as follows:

Positions held in other listed companies(*), Name Position banking, financial, insurance or large companies

Chairman of the Board of Directors of Clinica Castelli S.p.A.

Chairman of the Board of Directors of ICRO Didonè S.p.A.

Andrea Moltrasio Chairman Board Member of Icro Coatings S.p.A. Board Member of Associazione Bancaria Italiana

Board Member of Fondazione Banca Popolare di Bergamo Onlus

Board Member of Associazione BergamoScienza

Mario Cera Senior Deputy Chairman

Giovanni Fiori Board Member Special Commissioner of Alitalia LAI S.p.A., Alitalia Servizi S.p.A., Alitalia Express S.p.A., Alitalia Airport S.p.A. and Volare S.p.A.

Special Commissioner of Ilva Pali Dalmine S.p.A in amministrazione straordinaria, Ilva Pali Dalmine design Community S.r.l. and Sidercomit Centro Meridionale S.r.l.

Special Commissioner of La Scala S.p.A. in amministrazione straordinaria

Special Commissioner of Selfin S.p.A., Met Sogeda S.p.A. and Met.Fin Sas in amministrazione straordinaria

Chairman of the Auditors’ Committee of Gamenet S.p.A.

Chairman of the Auditors’ Committee of Loquendo S.p.A.

Chairman of the Auditors’ Committee of TM News S.p.A.

Chairman of the Auditors’ Committee of Italconsult

- 3 - S.p.A.

Chairman of the Board of Statutory Auditors of Fondazione Telecom Italia

Member of the Board of Statutory Auditors of SIAE

Member of the Board of Statutory Auditors of Fondazione Ericsson

Paola Giannotti Board Member Board Member of Ansaldo STS S.p.A.

Patrizia Giangualano Board Member

Pietro Gussalli Board Member Chairman and Managing Director of Beretta Beretta Holding S.p.A.

Deputy Chairman and Managing Director of Fabbrica d’Armi Pietro Beretta S.p.A.

Deputy Chairman and Managing Director of Benelli Armi S.p.A.

Deputy Chairman of Beretta U.S.A. Corp.

Chairman of Benelli U.S.A. Corp.

Managing Director of Arce Gestioni S.p.A.

Director of Lucchini RS S.p.A.

Giuseppe Lucchini Board Member Chairman of the Board of Directors of Lucchini RS S.p.A.

Chairman of the Board of Directors of Sinpar S.p.A.

Chairman of the Board of Directors of Fondazione Lucchini

Chairman of the Board of Directors of Gilpar S.p.A.

Deputy Chairman of the Board of Directors of Lucchini Mamè Forge

Member of the Presidential Council and General Council of AIB (Associazione Industriale Bresciana)

Director of Beretta Holding S.r.l.

Director of Fondazione Collegio Universitario di Brescia

Francesca Bazoli Board Member Board Member of Editoriale Bresciana S.p.A.

- 4 - Board Member of Alfa S.p.A.(*)

Armando Santus Deputy Chairman

Letizia Bellini Board Member Cavalletti

Pierpaolo Camadini Board Member Board Member of Editoriale Bresciana S.p.A.

Board Member of Finanziaria di Valle Camonica S.p.A.

Board Member dell’Agenzia ANSA – Agenzia Nazionale Stampa Associata

Board Member of Gold Line SpA

Alessandra Del Boca Board Member

Gian Luigi Gola Board Member Auditor 2I RETE GAS S.p.A.

Auditor S.I.G.I.T. - Societa' Italiana Gomma Industriale Torino S.p.A.

Auditor 2B Energia S.p.A.

Chairman of the Auditors’ Committee of Aferpi S.p.A.

Chairman of the Auditors’ Committee of Piombino Logistics S.p.A.

Chairman of the Supervisory Board of IAL CISL Piemonte (in special administration)

Lorenzo Renato Board Member Deputy Chairman of the Board of Directors of Guerini Italcementi Fabbriche Riunite Cemento S.p.A. Bergamo (*)

Chairman of the Board of Directors of 035 Investimenti S.p.A.

Chairman of the Board of Directors of Quenze S.r.l.

Sergio Pivato Board Member Chairman of the Board of Statutory Auditors SMA S.p.A.

Chairman of the Board of Statutory Auditors Società Editoriale Vita S.p.A.

Auditor Auchan S.p.A.

Auditor Brembo S.p.A.(*)

- 5 - The business address of the Supervisory Board is the Issuer's registered office at Piazza Vittorio Veneto 8, 24122 Bergamo.

The present Supervisory Board has been appointed for a term of office expiring at the shareholders' meeting convened to approve the annual financial statements of UBI Banca as at and for the year ending 31 December 2018.

The Supervisory Board also establishes from among its members the four committees provided for under the Article 41 of UBI Banca’s Articles of Association:

• the Appointments Committee, with the responsibility for selecting and proposing appointments to the Supervisory Board;

• the Remuneration Committee, with responsibility for proposing and consulting on remuneration in accordance with applicable law and the Articles of Association;

• the Internal Audit Committee, with responsibility for proposing, consulting and enquiring on matters attributed to the Supervisory Board regarding internal controls, risk management and the ICT and accounting system; and

• the Risk Committee, for the purpose of supporting the Supervisory Board by performing assessments, furnishing advice and submitting proposals in those areas overseen by the Supervisory Board in its capacity as the strategic supervisory body in accordance with regulatory requirements as may be in force from time to time.

The Supervisory Board also sets up an internal related parties committee (the “Related Parties and Connected Subjects Committee”) (“Comitato Parti Correlate e Soggetti Collegati”), made up of 3 members, who are required to perform the functions assigned to the same by the “Regulations for the discipline of UBI Banca related-party transactions”, in compliance with the provisions envisaged by the Consob Regulation concerning related parties adopted by means of Resolution n. 17221/2010 and also those functions established by the Bank of Italy regulations on the subject of “risk activities and conflicts of interests to connected subjects”.”

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GENERAL INFORMATION Trend Information

Since 31 December 2015, there has been no material adverse change in the prospects of UBI Banca and the UBI Banca Group.

No Significant Change

There has been no significant change in the financial or trading position of UBI Banca and the UBI Banca Group since 31 December 2015.

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- 6 - The language of this Supplement is English. Certain legislative references and technical terms have been cited in their original language in order that the correct technical meaning may be ascribed to them. Copies of the Prospectus and this Supplement may be obtained from the registered office of the Issuer and on the Issuer's website (http://www.ubibanca.it). The contents of the Issuer's website do not form part of this Supplement. To the extent that there is any inconsistency between (a) any statement in this Supplement or any statement incorporated by reference into the Prospectus by this Supplement and (b) any other statement in, or incorporated by reference into, the Prospectus, the statements in (a) above will prevail. Save as disclosed in this Supplement, there has been no other significant new factor, material mistake or inaccuracy relating to information included in the Prospectus since the publication of the Prospectus.

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