SUPPLEMENT DATED 6 JUNE 2018 TO THE COVERED BOND PROSPECTUS APPROVED ON 27 JULY 2017 AS SUPPLEMENTED ON 17 AUGUST 2017, ON 5 2018 AND ON 20 FEBRUARY 2018

UNIONE DI BANCHE ITALIANE S.P.A.

(incorporated as a joint stock company in the Republic of

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 27 July 2017, as supplemented on 17 August 2017, on 5 January 2018 and on 20 February 2018 (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.

This Supplement is a supplement for the purposes of Article 16 of 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) incorporate by reference in the Prospectus the audited consolidated annual financial statements of the Issuer as at and for the year ended on 31 December 2017 contained in the Issuer’s reports and accounts 2017, together with the audit report thereon (“Issuer’s Reports and Accounts 2017”), the press release “Results of the UBI Group for the period ended 31st March 2018” dated 10 May 2018 relating to the approval of the Issuer’s interim financial

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report as at and for the period ended on 31 March 2018 by the Management Board of UBI Banca, the Guarantor’s audited non-consolidated financial statements for the financial year ended on 31 December 2017 together with the relevant auditor’s report thereon (the “Guarantor’s audited non- consolidated financial statements”) and some other press releases recently published by the Issuer and consequently update the section of the Prospectus entitled “Documents Incorporated by Reference”; (ii) update the section entitled “Subscription and Sale” included in the Prospectus; (iii) update the section of the Prospectus entitled “General Information”; and (iv) describe the purpose and the content of the amendments to the Transaction Documents executed on 21 May 2018.

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INFORMATION INCORPORATED BY REFERENCE

Issuer’s Reports and Accounts 2017

By virtue of this Supplement, the English language version of the Issuer’s Reports and Accounts 2017, which has previously been published and has been filed with the Central Bank of Ireland, is incorporated by reference in, and forms part of, the Prospectus.

The Issuer’s Reports and Accounts 2017 have been previously published or filed with the Irish Stock Exchange Plc trading as Euronext Dublin (“Euronext Dublin”) and are available both in their original version in Italian and translated into English on the website of the Issuer (http://www.ubibanca.it/pagine/2017_Financial_Statements.aspx ) 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 of the Issuer’s Reports and Accounts 2017 represents an accurate and direct translation from the document, and where there is a discrepancy between the Italian version and the English version, the former shall prevail.

The following table shows, inter alia, the information that can be found in the Issuer’s Reports and Accounts 2017 incorporated by reference into the Prospectus.

Issuer’s Reports and Accounts 2017 As at 31 December 2017

Consolidated financial statements of the Issuer

Consolidated Management Report Pages 19 -181 and 183- 186

Independent Auditors’ Report Page 187 - 195

Consolidated Balance Sheet Pages 196

Consolidated Income Statement Page 197

Consolidated Statement of Comprehensive Income Page 198

Statement of Changes in Consolidated Equity Pages 199 – 200

Consolidated Statement of Cash Flows Pages 201-202

Notes to the Consolidated Financial Statements Pages 203 – 525

Any other information not listed above but contained in the Issuer’s Reports and Accounts 2017 is not incorporated by reference and is either not relevant for the investor or it is covered elsewhere in the Prospectus.

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Guarantor’s audited non-consolidated financial statements

By virtue of this Supplement, the English language version of the Guarantor’s audited non-consolidated financial statements, which have previously been published and have been filed with the Central Bank of Ireland, are incorporated by reference in, and form part of, the Prospectus.

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The Guarantor’s audited non-consolidated financial statements have been previously published or filed with Euronext Dublin and are available on the website of Euronext Dublin (http://www.ise.ie/debt_documents/Guarantors%20audited%20financial%20statements_e706c54d- 58e0-4103-aa14-9e9df330a00a.pdf). 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 Guarantor’s audited non-consolidated financial statements incorporated into the Prospectus:

Guarantor’s audited non-consolidated financial statements As at 31 December 2017

Balance Sheet Page 63

Income Statement Page 64

Statement of Comprehensive Income Page 13

Statement of Changes in Equity Pages 14

Cash Flow Statement Page 15

Explanatory Notes Pages 17-66

Independent Auditor’s Report Pages 66-69

Any other information not listed above but contained in the Guarantor’s audited non-consolidated financial statements is not incorporated by reference and is either not relevant for the investor or it is covered elsewhere in the Prospectus.

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In addition, the following documents which have previously been published and have been filed with the Central Bank of Ireland shall be incorporated, by virtue of this Supplement, by reference in, and form part of, the Prospectus:

Document Information Incorporated Page Reference

Press release “UBI Banca’s Press release Entire document position” dated 27 April 2018

Press release “Results of the UBI Press release From (and including) the Group for the period ended 31st paragraph headed “A March 2018” dated 10 May further improvement in 2018 capital ratios” on page 1 to (and including) the paragraph headed “Statement of the Senior Officer Responsible for the preparation of corporate accounting documents” on page 7 and from (and

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including) page (i) to (and including) page (xx)

Press release “Moody’s ratings” Press release English section of the dated 14 May 2018 document

Copies of the press release “UBI Banca’s position” dated 27 April 2018, the press release “Results of the UBI Group for the period ended 31st March 2018” dated 10 May 2018 and the press release “Moody’s ratings” dated 14 May 2018 (the “Press Releases”) the parts of which are incorporated by reference into this Prospectus as outlined in the table above may be obtained from the registered office of the Issuer and are available on the Issuer’s website (at http://www.ubibanca.it/pagine/Press-Releases-EN- 2.aspx).

Any other information not listed above but contained in the Press Releases is not incorporated by reference and is either not relevant for the investor or it is covered elsewhere in the Prospectus.

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SUBSCRIPTION AND SALE

On page 215 of the Prospectus, the paragraph headed “Public Offer Selling Restriction under the Prospectus Directive” is replaced as follows:

“European Union - Prohibition of Sales to EEA Retail Investors

Unless the Final Terms in respect of any Covered Bonds, specifies the "Prohibition of Sales to EEA Retail Investors" as "Not Applicable", each Dealer has represented and agreed, and each further Dealer appointed under the Programme will be required to represent and agree, that it has not offered, sold or otherwise made available and will not offer, sell or otherwise make available any Covered Bonds, which are the subject of the offering contemplated by this Prospectus as completed by the Final Terms in relation thereto to any retail investor in the European Economic Area.

For the purposes of this provision:

(a) the expression "retail investor" means a person who is one (or more) of the following:

(i) a retail client as defined in point (11) of article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); or

(ii) a customer within the meaning of Directive 2016/97/EU (as amended, the "Insurance Mediation Directive"), where that customer would not qualify as a professional client as defined in point (10) of article 4(1) of MiFID II; and

(b) the expression an "offer" includes the communication in any form and by any means of sufficient information on the terms of the offer and the Covered Bonds to be offered so as to enable an investor to decide to purchase or subscribe the Covered Bonds.

If the Final Terms of any Covered Bonds specifies "Prohibition of Sales to EEA Retail Investors" as "Not Applicable", in relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a "Relevant Member State"), each Dealer has represented, warranted and agreed, and each further Dealer appointed under the Programme will be required to represent, warrant and agree, that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the "Relevant Implementation Date") it has not made and will not make an offer of Covered Bonds which are the subject of the offering contemplated by the Base Prospectus as completed by the relevant Final Terms in relation thereto (or are the subject of the offering contemplated by a Drawdown Prospectus, as the case may be) to the public in that Relevant Member State except that it may, with effect from and including the Relevant Implementation Date, make an offer of such Covered Bonds to the public in that Relevant Member State:

(a) Qualified investors: at any time to any legal entity which is a qualified investor as defined in the Prospectus Directive;

(b) Fewer than 150 offerees: at any time to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive), subject to obtaining the prior consent of the relevant Dealer or Dealers nominated by the Issuer for any such offer; or

(c) Other exempt offers: at any time in any other circumstances falling within article 3(2) of the Prospectus Directive. provided that no such offer of Covered Bonds referred to in (a) to (c) above shall require the Issuer or any Dealer to publish a prospectus pursuant to article 3 of the Prospectus Directive or supplement a prospectus pursuant to article 16 of the Prospectus Directive.

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For the purposes of this provision, the expression an "offer of Covered Bonds to the public" in relation to any Covered Bonds in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Covered Bonds to be offered so as to enable an investor to decide to purchase or subscribe the Covered Bonds, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State.”.

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On page 218 of the Prospectus, the paragraph entitled “Republic of Italy” is deleted and replaced as follows:

Republic of Italy

The offering of Covered Bonds has not been registered pursuant to Italian securities legislation and, accordingly, no Covered Bonds may be offered, sold or delivered, nor may copies of the Prospectus or of any other document relating to any Covered Bonds be distributed in the Republic of Italy, except:

(a) to qualified investors (investitori qualificati), as defined pursuant to Article 100 of the Legislative Decree No. 58 of 24th February, 1998, as amended (the “Financial Law”) and Article 34-ter, first paragraph, letter b, of CONSOB Regulation No. 11971 of 14 May 1999 (as amended from time to time) (“Regulation No. 11971”); or

(b) in any other circumstances which are exempted from the rules on public offerings pursuant to Article 100 of the Financial Law and Article 34-ter of Regulation No. 11971.

Any offer, sale or delivery of the Covered Bonds or distribution of copies of this Prospectus or any other document relating to the Covered Bonds in the Republic of Italy under (a) or (b) above must:

(a) be made by an investment firm, bank or financial intermediary permitted to conduct such activities in the Republic of Italy in accordance with the Financial Law, CONSOB Regulation No. 20307 of 15 February 2018 and Legislative Decree No. 385 of 1st September, 1993, as amended (the “Banking Law”); and

(b) comply with any other applicable laws and regulations or requirement imposed by CONSOB, the (including reporting requirements, where applicable to the Dealers, pursuant to Article 129 of the Banking Act and the implementing guidelines of the Bank of Italy, as amended from time to time) and/or any other Italian authority.

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GENERAL INFORMATION

On page 219 of the Prospectus, the paragraphs entitled “Trend Information” and “No Significant Change” are deleted and replaced as follows:

“Trend Information

Since 31 December 2017, there has been no material adverse change in the prospects of UBI Banca and the UBI Banca Group.

Since 31 December 2017, there has been no material adverse change in the prospects of the Guarantor.

No Significant Change

There has been no significant change in the financial position of UBI Banca and the UBI Banca Group since 31 December 2017.

Since 31 December 2017, there has been no significant change in the financial or trading position of the Guarantor”.

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On page 220 of the Prospectus, under the paragraph headed “Documents on Display”, the sub paragraphs (b) and (d) shall be deleted and replaced as follows:

“(b) the consolidated audited financial statements of the Issuer as at and for the years ended 31 December 2016 and 31 December 2017;”

“(d) the non-consolidated audited financial statements of the Guarantor as at and for the years ended 31 December 2016 and 31 December 2017;”.

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AMENDMENTS TO TRANSACTION DOCUMENTS

On 21 May 2018, the parties of the Programme entered into a master amendment agreement (the “Master Amendment Agreement”), in order to, inter alia: (i) amend certain provisions of the Cash Allocation, Management and Payments Agreement, the Intercreditor Agreement, the Terms and Conditions, the Cover Pool Management Agreement, the English Account Bank Agreement and the Master Definitions Agreement in order to provide that (a) UBI will act as sole account bank of the Programme; (b) a new Programme’s accounts structure will be set up with UBI in the name of the Guarantor; (c) The Bank of New York Mellon, London branch will act as back-up account bank only; and (d) all the cash currently deposited on the English Accounts will be transferred on new accounts opened by the Guarantor with UBI, and (ii) amend certain provisions of the Programme Agreement in order to include additional ICMA-contemplated language in relation to the MiFID II regime also taking into account the product governance rules under EU Delegated Directive 2017/593 as amended from time to time.

Consequently, the Cash Allocation, Management and Payments Agreement, the Intercreditor Agreement, the Terms and Conditions, the Cover Pool Management Agreement, the English Account Bank Agreement, the Programme Agreement and the Master Definitions Agreement have been amended in accordance with the Master Amendment Agreement.

In light of the above, some sections of the Prospectus, including those headed “Overview of the Programme”, “Terms and Conditions of the Covered Bonds”, “Overview of the Transaction Documents”, “Subscription and Sale” and “Glossary” shall be read in accordance with the amendments to the Transaction Documents described above and under the Master Amendment Agreement.

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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 from the Issuer's website (at 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 virtue of 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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