UNIONE DI BANCHE ITALIANE S.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 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. (the “ Programme ”) (incorporated as a limited liability company in the Republic of Italy and registered at the Companies' Registry of Milan under registration number 06132280694 ) NOTICE OF AMENDMENTS OF CERTAIN TRANSACTION DOCUMENTS TO THE HOLDERS OF Euro 1,000,000,000 4.000 per cent. Covered Bonds due 16 December 2019 – ISIN: IT0004558794 Euro 250,000,000 Floating Rate Amortising Covered Bonds due 30 April 2022 – ISIN: IT0004599491 Euro 1,000,000,000 3.375 per cent. Covered Bonds due 15 September 2017 – ISIN: IT0004619109 Euro 1,000,000,000 5.250 per cent. Covered Bonds due 28 January 2021 – ISIN: IT0004682305 Euro 250,000,000 Floating Rate Amortising Covered Bonds due 2021 – ISIN: IT0004777444 Euro 1,500,000,000 3.125 per cent. Covered Bonds due 14 October 2020 – ISIN: IT0004966195 Euro 1,000,000,000 3.125 per cent. Covered Bonds due 5 February 2024 – ISIN: IT0004992878 Euro 700,000,000 Floating Rate Amortising Covered Bonds due 5 March 2019 – ISIN: IT0005002677 Euro 1,000,000,000 Fixed Rate Covered Bonds due 7 February 2025 – ISIN: IT0005067076 Euro 500,000,000 Floating Rate Covered Bonds due 14 December 2022 – ISIN: IT0005155673 Euro 1,000,000,000 Covered Bonds due 27 January 2023 – ISIN: IT0005140030 Euro 1,000,000,000 Floating Rate Covered Bonds due 31 March 2022 – ISIN: IT0005175465 1 Euro 750,000,000 Floating Rate Covered Bonds due 23 December 2018 – ISIN: IT0005202343 Euro 1,000,000,000 Fixed Rate Covered Bonds due 14 September 2026 – ISIN: IT0005215147 Euro 250,000,000 Covered Bonds due 27 January 2023 – ISIN: IT0005218042 (the “ Covered Bonds ”) OF UNIONE DI BANCHE ITALIANE S.P.A Capitalized terms used in this Notice and not otherwise defined herein, shall have the same meaning ascribed to them in the relevant Conditions. In the context of the Programme, on 15 November 2016, Unione di Banche Italiane S.p.A. (“UBI ” or the “Issuer ”), UBI Finance S.r.l. (the “Guarantor ”), Banco di Brescia S.p.A., Banca Popolare di Ancona S.p.A., Banca Popolare di Bergamo S.p.A., Banca Popolare Commercio e Industria S.p.A., Banca di Valle Camonica S.p.A., Banca Carime S.p.A., Banca Regionale Europea S.p.A., IW Bank S.p.A., The Bank of New York Mellon, London branch, BNP Paribas Securities Services, London Branch, BDO Italia S.p.A. (formerly Mazars S.p.A.), The Bank of New York Mellon (Luxembourg) S.A., Italian branch, BNY Mellon Corporate Trustee Services Limited, TMF Management Italy S.r.l., Stichting Mara, Barclays Bank PLC, Credit Agricole Corporate and Investment Bank, Deutsche Bank Aktiengesellschaft, Commerzbank Aktiengesellschaft, DZ Bank AG Deutsche Zentral-Genosscenschaftsbank, Frankfurt Am Main, Goldman Sachs International, ING Bank N.V., Landesbank Baden-Württemberg, Natixis, Nomura International PLC, Société Générale, UBS Limited, Unicredit Bank AG (jointly, the “Parties ”, and each of them a “ Party ”), entered into (in relation to each agreement to which it is a party) (i) a master amendment agreement, pursuant to which the Parties have agreed to amend the Subordinated Loan Agreements, the Master Servicing Agreement, the Cash Allocation, Management and Payments Agreement, the Terms and Conditions and the Master Definitions Agreement (the “ Master Amendment Agreement ”), as further specified below. On 27 June 2016 the Issuer announced the approval by the Supervisory Board of UBI of the Group’s Business Plan proposed by the Management Board, containing strategic guidelines and economic, financial and capital objectives for the period 2015-2019/2020 of the Group’s Business Plan (the “ Business Plan ”). The Business Plan involves, inter alia , the adoption of a simpler and more efficient “Single Bank” baseline operating structure. Indeed, in order to achieve such target, the Supervisory Board of UBI and the Boards of Directors of the other Sellers passed resolutions for the merger by incorporation of Banca Popolare di Bergamo S.p.A., Banco di Brescia S.p.A., Banca Popolare Commercio e Industria S.p.A., Banca Regionale Europea S.p.A., Banca Popolare di Ancona S.p.A., Banca Carime S.p.A. and Banca di Valle Camonica S.p.A. (the “ Merged Banks ”) into UBI within the first half of the year 2017 (the “ Merger Plan ” and each phase thereof, a “ Merger ” and jointly, the “ Mergers ”). As a consequence of the Mergers, starting from the date on which each Merger shall be deemed completed as all the formalities and conditions set out under the relevant Merger Agreement for such purposes have been executed and satisfied (the “ Effective Date ”), UBI will succeed to 2 each relevant Merged Bank as party in the Transaction Documents and the rights and obligations of the relevant Merged Bank as Originator and Sub-Servicer deriving from such Transaction Documents will be transferred to UBI. In particular, in light of the above, the Master Amendment Agreement has been entered into mainly for the following purposes: (i) Amendments to the Subordinated Loan Agreements Upon effectiveness of each Merger, the Terms Loans disbursed by each Merged Banks will be transferred to UBI. Accordingly, any provisions concerning the amount due as reimbursement of each Term Loan, and the payment of any Premium thereunder, will be calculated making reference to the whole Portfolio of UBI, as increased upon consolidation of the Portfolios assigned by each Merged Bank. Any amount will be thereafter allocated pro quota to the different Term Loan in accordance to the provision set forth in the Master Amendment Agreement. It is understood that this allocation of funds will be made only for accounting and administrative purposes and is not materially prejudicial for the Guarantor. Such amendments shall be effective, with respect to each relevant Subordinated Loan Agreement, from the date on which the relevant Merged Bank has been effectively incorporated into UBI. (ii) Amendments to the Master Servicing Agreement The Parties have amended the Master Servicing Agreement, in order to amend the following provisions: (a) Clause 3.1, in order to allow UBI, as Master Servicer, to delegate certain activities also to third parties other than the Sellers and to specify that all fees and expenses related to the performance of such activities by third parties, if delegated by the Master Servicer, will be paid by the Master Servicer only; (b) Clause 3.2, in order to provide that the Master Servicer will be liable for the activities performed by third parties appointed by it in accordance with Clause 3.1; and (c) Clause 6, in order to allow each Sub-Servicer to delegate certain activities to third parties and to specify that all fees and expenses related to the performance of such activities by third parties, if delegated by the Sub-Servicers, will be paid by the Sub- Servicers only. The amendments to the Master Servicing Agreement shall be effective from the date on which the Master Amendment Agreement will be entered into. In addition to the above, upon incorporation of each Merged Bank into UBI, the relevant activities performed by such Merged Bank as Sub-Servicer under the Programme will be carried out by UBI as Master Servicer. (iii) Amendments to the Cash Allocation, Management and Payments Agreement With reference to the Cash Allocation, Management and Payments Agreement, due to the impossibility to distinguish the cash flows arising from any Portfolio assigned by a 3 Merged Bank, following the Effective Date of the relevant Merger: (i) any amount standing to the credit of the Italian Collection Accounts and English Collection Accounts opened with reference to each Merged Banks will be transferred to the English UBI Interest Collection Account and English UBI Principal Collection Account, as the case may be, on or about the Payment Date referred to the Collection Period in the context of which the Effective Date of the relevant Merger falls and, furthermore, (ii) all the amounts received or recovered in relation to the Mortgage Loans, Eligible Assets and/or Top-Up Assets transferred to the Guarantor by each of the Merged Bank, will be transferred to the Italian UBI Collection Account and, from it, to the English UBI Principal Collection Account or the English UBI Interest Collection Account, as the case may be, in accordance with the provisions set forth in the Cash Allocation, Management and Payments Agreement, without this resulting in any negative impact on the aggregate cash-flows in the context of the Programme. The amendments to the Cash Allocation, Management and Payments Agreement shall be effective with respect to each Italian Collection Account and English Collection Account designated by reference to the relevant Merged Bank's name, from the date on which such Merged Bank has been effectively incorporated into UBI. (iv) Amendments to the Master Definitions Agreement and the Terms and Conditions With reference to the Master Definitions Agreement and the Terms and Conditions, the Parties have agreed to amend, starting from the Effective Date of each Merger, the definitions of “Initial Portfolio”, “New Portfolio”, “Portfolio” and “UBI Portfolios" in order to clarify that this definitions shall be deemed to include not only the portfolios transferred by UBI to the Guarantor (pursuant to the relevant Master Loans Purchase Agreement) but also all other portfolios assigned by the other Sellers upon completion of each relevant Merger. The Master Amendment Agreement has been entered into in accordance with the provisions of the Conditions and the relevant Transaction Documents, and the consent of the Representative of the Covered Bondholders has been obtained in accordance with the Rules of the Organisation of the Covered Bondholders and the Intercreditor Agreement.