UBI CB2 Draft Prospectus FINAL

UNIONE DI BANCHE ITALIANE S.C.P.A. (incorporated as a co-operative company limited by shares in the Republic of Italy and registered at the Companies' Registry of Bergamo under registration number 03053920165 ) Euro 5,000,000,000 Covered Bond ( Obbligazioni Bancarie Garantite ) Programme unconditionally and irrevocably guaranteed as to payments of interest and principal by UBI FINANCE CB 2 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 07639080964 ) Except where specified otherwise, capitalised words and expressions in this Prospectus have the meaning given to them in the section entitled " Glossary ". Under this Euro 5,000,000,000 covered bond programme (the " Programme "), Unione di Banche Italiane S.c.p.a. (" UBI Banca " or the " Issuer ") may from time to time issue obbligazioni bancarie garantite (the "Covered Bonds ") denominated in any currency agreed between the Issuer and the relevant Dealer(s). The maximum aggregate nominal amount of all Covered Bonds from time to time outstanding under the Programme will not exceed Euro 5,000,000,000 (or its equivalent in other currencies calculated as described herein). UBI Finance CB 2 S.r.l. (the " Guarantor ") has guaranteed payments of interest and principal under the Covered Bonds pursuant to a guarantee (the " Covered Bond Guarantee ") which is collateralised by a pool of assets (the "Cover Pool ") made up of a portfolio of mortgages assigned to the Guarantor by the Sellers and certain other assets held by the Guarantor, including funds generated by the portfolio and such assets. Recourse against the Guarantor under the Covered Bond Guarantee is limited to the Cover Pool. This prospectus (the “ Prospectus ”) has been approved as a base prospectus issued in compliance with the Directive 2003/71/EC, which includes the amendments made by Directive 2010/73/EC (the " Prospectus Directive ") by the Central Bank of Ireland (the " Central Bank "), as competent authority in Ireland under Prospectus Directive. The Central Bank only approves this Prospectus as meeting the requirements imposed under Irish and European law pursuant to the Prospectus Directive. Such approval relates only to the Covered Bonds which are to be admitted to trading on a regulated market for the purposes of the Prospectus Directive and/or which are to be offered to the public in any member state of the European Economic Area. Application has been made to the Irish Stock Exchange for Covered Bonds issued under the Programme during the period of 12 months from the date of this Prospectus to be admitted to the Official List and trading on its regulated market, which is a regulated market for the purposes of the Markets in Financial Instruments Directive 2004/39/EC (MiFID). The Programme also permits Covered Bonds to be issued on the basis that (i) they will be admitted to listing, trading and/or quotation by such other or further competent authorities, stock exchanges and/or quotation systems as may be agreed with the Issuer or (ii) they will not be admitted to listing, trading and/or quotation by any competent authority, stock exchange and/or quotation system. An investment in Covered Bonds issued under the Programme involves certain risks. See " Risk Factors " for a discussion of certain factors to be considered in connection with an investment in the Covered Bonds. From their issue dates, the Covered Bonds will be held in dematerialised form. The Covered Bond issued in dematerialised form will be held on behalf of their ultimate owners by Monte Titoli S.p.A. (" Monte Titoli ") for the account of the relevant Monte Titoli account holders. Monte Titoli will also act as depository for Euroclear Bank S.A./N.V. (" Euroclear ") and Clearstream Banking, société anonyme (" Clearstream "). The Covered Bonds issued in dematerialised form will at all times be evidenced by book-entries in accordance with the provisions of Article 83-bis of Italian Legislative Decree No. 58 of 24 February 1998 and with the joint regulation of the Commissione Nazionale per le Società e la Borsa (" CONSOB ") and the Bank of Italy dated 22 February 2008 and published in the Official Gazette of the Republic of Italy ( Gazzetta Ufficiale della Repubblica Italiana ) No. 54 of 4 March 2008, as subsequently amended and supplemented. No physical document of title will be issued in respect of the Covered Bonds issued in dematerialised form. Each Series or Tranche may, on or after the relevant issue, be assigned a rating specified in the relevant Final Terms by any rating agency which may be appointed from time to time by the Issuer in relation to any issuance of Covered Bonds or for the remaining duration of the Programme, to the extent that any of them at the relevant time provides ratings in respect of any Series of Covered Bonds. The current long term counterparty credit of the Issuer has been rated, respectively, "BBB+" by Fitch Ratings Ltd. (“ Fitch ”), "Baa3" by Moody's Investors Service Ltd. (“ Moody’s ”) and “BBB-” by Standard & Poor’s Credit Market Services Italy S.r.l. (“S&P ” and together with Fitch and Moody’s, the “ Rating Agencies ”) and "F2" from Fitch, "P-3" from Moody's and “A-3” MILAN-1-300135-v12 - 1 - 47-40333929 from S&P. For the avoidance of doubt, any references in this Prospectus to Fitch, Moody’s, and/or S&P shall refer to the terms as defined hereby unless otherwise stated). Whether or not each credit rating applied for in relation to relevant Series of Covered Bonds will be issued by a credit rating agency established in the European Union and registered under Regulation (EC) No. 1060/2009 (as amended, the " CRA Regulation ") will be disclosed in the Final Terms. The credit ratings included or referred to in this Prospectus have been issued by the Rating Agencies, each of which is established in the European Union and has been registered under the CRA Regulation. As such Moody’s, Fitch and S&P are included in the list of credit rating agencies published by the European Securities and Markets Authority on its website (at http://www.esma.europa.eu/page/list-registered- and-certified-CRAs ) in accordance with the CRA Regulation. In general, European regulated investors are restricted from using a rating for regulatory purposes if such rating is not issued by a credit rating agency established in the European Union and registered under the CRA Regulation. A credit rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time by the assigning rating agency. Arranger and Dealer for the Programme BARCLAYS The date of this Prospectus is 29 July 2014. MILAN-1-300135-v12 - 2 - 47-40333929 This Prospectus is a base prospectus for the purposes of Article 5.4 of the Prospectus Directive and for the purposes of giving information which, according to the particular nature of the Covered Bonds, is necessary to enable investors to make an informed assessment of the assets and liabilities, financial position, profit and losses and prospects of the Issuer and of the Guarantor and of the rights attaching to the Covered Bonds. The Issuer and the Guarantor accept responsibility for the information contained in this Prospectus and the Final Terms for each Tranche of Covered Bonds issued under the Programme. To the best of the knowledge of the Issuer and Guarantor (having taken all reasonable care to ensure that such is the case), the information contained in this Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information. Each of the Sellers, together with the Issuer and the Guarantor, accepts responsibility for the information contained in this Prospectus in the sections entitled "The Sellers" and "Description of the Cover Pool". To the best of the knowledge of the Sellers, Issuer and Guarantor (having taken all reasonable care to ensure that such is the case), the information contained in the sections entitled "The Sellers" and "Description of the Cover Pool" is in accordance with the facts and does not omit anything likely to affect the import of such information. This Prospectus is to be read and construed in conjunction with any supplements hereto, with all documents which are incorporated herein by reference (see "Information Incorporated by Reference") and, in relation to any Tranche (as defined herein) of Covered Bonds, with the relevant Final Terms (as defined herein). No person has been authorised to give any information or to make any representation other than those contained in this Prospectus in connection with the issue or sale of the Covered Bonds and, if given or made, such information or representation must not be relied upon as having been authorised by the Issuer, the Guarantor or the UBI Banca Group or any of the Dealers or the Arranger. Neither the delivery of this Prospectus nor any sale made in connection therewith shall, under any circumstances, create any implication that there has been no change in the affairs of the Issuer, the Guarantor or the UBI Banca Group since the date hereof or the date upon which this Prospectus has been most recently amended or supplemented or that there has been no adverse change in the financial position of the UBI Banca and the UBI Banca Group or the Guarantor since the date hereof or the date upon which this Prospectus has been most recently supplemented or that any other information supplied in connection with the Programme is correct as of any time subsequent to the date on which it is supplied or, if different, the date indicated in the document containing the same.

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