UBI Banca’s Obbligazioni Bancarie Garantite Programme

Investor Presentation

November/December 2009 “This document should not be distributed in the United States or to U.S. persons as defined in Regulation S of the U.S. Securities Act of 1933, as amended.” Disclaimer

This document has been prepared by UBI Banca S.c.p.A. (UBI) for discussion and information purposes only and is only intended to provide a general overview of the proposed transaction and should not be used for any other purpose. This document is an indicative preliminary summary of the terms and conditions of the securities/transaction/structure described herein and may be amended, superseded or replaced by subsequent summaries. The final terms and conditions of the securities/transaction will be set out in full in the applicable offering document(s) or binding transaction document(s). These materials and all information herein are highly confidential and may not be distributed, published, reproduced or disclosed (in whole or in part) without the prior written consent of UBI. 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2 “This document should not be distributed in the United States or to U.S. persons as defined in Regulation S of the U.S. Securities Act of 1933, as amended.” Table of Contents

1. Executive Summary

2. Introduction to UBI Banca

3. Italian Mortgage Market Overview

4. UBI Banca’s Mortgage Business

5. UBI Banca’s OBG Programme

6. Cover Pool Description

Appendix:

1. Italian OBG Law vs. the European Covered Bond Framework 2. Overview of Banca Popolare di Bergamo, Banco di and 3. Case Study: UBI Banca’s First Jumbo Issue

3 “This document should not be distributed in the United States or to U.S. persons as defined in Regulation S of the U.S. Securities Act of 1933, as amended.”

1. Executive Summary

4 “This document should not be distributed in the United States or to U.S. persons as defined in Regulation S of the U.S. Securities Act of 1933, as amended.” Executive Summary

 Sound capital ratios.  Low leverage of balance sheet and sound liquidity position. UBI Banca  First Italian Cooperative bank by capitalisation.  Strong market position in Lombardy (Italy's richest region) with a 13.3% market share in terms of branches.  Good credit quality, despite the unfavourable economic environment, compared to the Italian banking system.  Excellent/long standing mortgage origination and servicing history.  No direct exposure to subprime market and monolines.

 Low level of indebtedness by households. Italian Mortgage  High home possession rate of Italian households. Market  Increase in property values lower than in other countries .

 Italian legislative covered bond: Obbligazioni Bancarie Garantite (“OBG”). OBG Programme  Dual recourse to UBI Banca and a pool of Italian prime residential mortgages.  AAA expected rating by Moody’s and Fitch.

 100% Italian prime residential mortgages fully originated by UBI Banca’s network . Collateral  Eligible mortgage loans, as per Italian mortgage OBG Law. Characteristics  99.85% loans are performing.  Weighted average original LTV of 57.46%.  High concentration in the north of Italy.  Well seasoned portfolio (57.25 months weighted average seasoning).

5 “This document should not be distributed in the United States or to U.S. persons as defined in Regulation S of the U.S. Securities Act of 1933, as amended.”

2. Introduction to UBI Banca

6 “This document should not be distributed in the United States or to U.S. persons as defined in Regulation S of the U.S. Securities Act of 1933, as amended.” UBI Banca and its Peers

Total Assets as at 30 th Sept 2009 (EUR bn) Customer Loans as at 30 th Sept 2009 (EUR bn)

958 566

632 378 4th 146 5th 97 219 85* 124* 122 43 32 58 44

Source: 9M09 Reports Source: 9M09 Reports

No. Domestic Branches as at 30 th Sept 2009 Market Capitalization as at 19 th Nov 2009 (EUR bn)

6.090 40,2 4.776 37,7

4th 3.109 5th 2.252* 1.945 6,8 6,5 1.282 3,8* 795 2,5 2,2

Source: 9M09 Reports Source: Italian Stock Exchange

* Excluding Italease If Italease is included, Total assets € 139bn, Customer loans € 101bn, Branches 2.291. BANCA Italease had a market 7 cap as at 19.11.2009 of € 0.3bn “This document should not be distributed in the United States or to U.S. persons as defined in Regulation S of the U.S. Securities Act of 1933, as amended.” History of UBI Banca

 Unione di Banche Italiane Scpa (“UBI Banca”) was formed following the merger of the skills and experience of the BPU Banca and Banca Lombarda e Piemontese Groups (April 2007).  The history of UBI Banca is marked by a succession of mergers which have led banks with strong roots in local communities to the significant reality of today.

Birth of the Banca Birth of the BPU Mutua Popolare Birth of the Banca Group from della Città e Acquisition of Acquisition of Società per la Acquisition of the integration of Provincia di Centrobanca by 1st April 2007 Stagionatura e Banca Popolare di BPB-CV and BPCI Bergamo , BPB-CV, Birth of by BPCI Birth of UBI l’Assaggio delle Merger of Ancona (BPA) by 2003 subsequently Banca 24-7 2001 Banca following Sete ed Affini BPB and BPB-CV. Birth of renamed Banca 2000 the merger of subsequently Credito the BPB-CV Popolare di the BPU Banca renamed Banca Varesino Group Bergamo (BPB) Group and the Popolare (BPB-CV) 1996 Banca 1869 Commercio e 1992 Lombarda e Industria (BPCI) Piemontese 1888 Group 2000 Acquisition of Banca Regionale Europea* by 1998 Banca Lombarda. The Merger of CAB and Group takes the name 1992 BSPB with the of Banca Lombarda e CAB acquires creation of Banca Piemontese Group 1963 Banco di San Lombarda as parent BSPB acquires Giorgio (BSG) company and 1883 1888 Banca di Valle contribution of branch Birth of the Birth of the Banca Camonica (BVC) network of CAB and Credito Agrario San Paolo di BSPB to Banco di Bresciano (CAB) Brescia (BSPB) Brescia

*Banca Regionale Europea was created in 1994 following the merger between Cassa di Risparmio di Cuneo and 8 Banca del Monte di Lombardia “This document should not be distributed in the United States or to U.S. persons as defined in Regulation S of the U.S. Securities Act of 1933, as amended.” Introduction to the UBI Banca Group*: Predominant Retail Business and Strong Northern Italian Franchise (1/3)

Strong  1st Italian Group by market capitalization (EUR 6,5bn**). competitive  5th largest Italian bank by total assets (EUR 122bn). positioning  EUR 96,6bn customer lending, of which 82.7% in Northern Italy, 9.9% in Central Italy and 7.4% in Southern Italy***.  EUR 95,5bn direct funding, of which 71.9% coming from Northern Italy, 13.8% from Central Italy and 14.3% from Southern Italy***.  Good asset quality compared to the Italian banking system (Net NPLs/Total Loans 1.23%; Italian Banking system 1.82%).  Cost of credit to 82bp confirming advantage compared to average of 6 Italian major banks (118 bp) .  Sound capital ratios (Core Tier 1: 7.33%, Tier 1: 7.86%, Total capital ratio: 11.76%).  Low risk profile:

- Funding mainly from own customer base (84.6%) and limited recourse to international financial markets (15.4%).

- Defensive business mix: focus on commercial customer business, with a non aggressive commercial policy.

- Low leverage of balance sheet. - No exposure to subprime mortgages and related instruments.

* Figures as at 30 September ‘09 unless otherwise stated 9 **Source: Il Sole 24 Ore, 20 November ‘09, data as at 19 November ‘09 ***Geographical breakdown of lending and funding as at 30 June ‘09 “This document should not be distributed in the United States or to U.S. persons as defined in Regulation S of the U.S. Securities Act of 1933, as amended.” Introduction to the UBI Banca Group*: Predominant Retail Business and Strong Northern Italian Franchise (2/3)

Trentino Alto Adige (2) Extensive regional coverage and Friuli Venezia Giulia (12) Lombardy (896) strong customer base Valle d’Aosta (1) Veneto (44)  Approx. 4 million clients, mainly retail**. Piedmont  1,945 branches in Italy and 10 abroad. (224) Emilia Romagna (54)  National market share of 5.7% in terms of Marche (111) Liguria (59) branches. Umbria (22) Tuscany (8)  896 branches in Lombardy with a market share in Abruzzo (18) Latium (121) terms of branches of 13.3%, and 224 branches in Molise (6) Apulia (117) Piedmont with a market share in terms of Campania (98) branches of 8.2%.  Market share greater than 10% in 17 Italian Basilicata (36) Sardinia (1) provinces.  High concentration of branches in key provinces Market share < 2% Calabria (115) like Milan (over 9% of market share) and Rome 2% <= Mkt Share < 5% (approx. 4% of market share). 5% <= Mkt Share < 15% Mkt Share >= 15%

1.945 branches in Italy + 10 branches abroad Number of branches as at 30 September ‘09

* Figures as at 30 June ‘09 unless otherwise stated ** 3,3 mn mass market + affluent customers, 400.000 Small Business customers, over 42.000 corporate custormers, 10 and approx. 62.000 Private Banking customers. “This document should not be distributed in the United States or to U.S. persons as defined in Regulation S of the U.S. Securities Act of 1933, as amended.” Introduction to the UBI Banca Group*: Predominant Retail Business and Strong Northern Italian Franchise (3/3)

 Listed co-operative Bank – Dual governance system. UBI Banca  Registered offices in Bergamo - Headquarters located in Bergamo and Brescia.  Multi-functional, federal, integrated banking group: - UBI Banca, the parent company, provides management, co-ordination, control and supply of support services. - Nine network banks and several highly specialized product companies, offering a wide range of financial services and products (asset management, leasing, factoring, consumer finance, corporate and investment banking, on line trading, etc.). - Leveraging on brand identities and strong local relationships. - Optimizing the distribution power of the network banks . - Creating value from product factories.

 639,145,902 shares of a nominal value of EUR 2.50 each. Capital and  Approx. 152,000 shareholders, of which 85,700 voting shareholders. Shareholders  Over 30% of the capital held by institutional investors, mainly in the USA, UK, Italy and rest of Europe.  Stock currently covered by 25 brokers (17 international brokers and 8 Italian brokers).  Strong orientation to the market.

* Figures as at 30 Sept ‘09 unless otherwise stated 11 “This document should not be distributed in the United States or to U.S. persons as defined in Regulation S of the U.S. Securities Act of 1933, as amended.” Solid Ratings

STANDARD & POOR’S MOODY’S FITCH RATINGS

Short-term counterparty A-1 Long-term debt and deposit A1 Short-term issuer default rating F1 credit rating rating Long-term issuer default rating A+ Long-term counterparty A Short-term debt and deposit Prime-1 credit rating rating Bank individual rating B/C

Outlook Stable Bank financial strength rating C Support rating 2

Outlook (deposit rating) Stable Support rating floor BBB

Outlook (bank financial Negative Outlook for long-term issuer Stable strength rating) default rating

Ratings on issues Ratings on issues Ratings on issues

Senior unsecured debt A Senior unsecured LT A1 Senior unsecured debt A+

Subordinated debt A- Senior unsecured ST P-1 Upper/lower Tier II subord. A

Preference shares BBB Upper/Lower Tier II subord. A2 Preference shares (ex BPCI) A

Tier III subordinated debt BBB+ Tier III subordinated A2 Tier III subordinated A-

French Certificats de Dépôt A-1 Preference shares A3 Euro comm. paper programme F1 Programme Euro comm. paper programme Prime-1 Covered bond issue AAA

French Certificats de Dépôt Prime-1 Programme

Covered bond issue Aaa

12 “This document should not be distributed in the United States or to U.S. persons as defined in Regulation S of the U.S. Securities Act of 1933, as amended.” The Group Structure

UBI Banca provides management, co-ordination, control and supply of centralized services to the network banks

9 NETWORK BANKS MAIN PRODUCT COMPANIES

100.00% UBI Pramerica (partnership with 372 branches ASSET MANAGEMENT Prudential US)

100.00% 359 branches CONSUMER CREDIT B@nca 24-7

59.95% (1) 294 branches Centrobanca CORPORATE BANKING

83.36% (2) 212 branches FACTORING UBI Factor

99.33% (3) 255 branches LEASING UBI Leasing

85.83% (4) 293 branches UBI Assicurazioni (partnership with NON-LIFE BANCASSURANCE BNP Paribas/Fortis announced in Sept) (5) 59 branches 82.96% Aviva Vita (Partnership with Aviva) LIFE BANCASSURANCE Lombarda Vita (Partnership with Cattolica) 92.78% (6) 53 branches ON LINE TRADING IW Bank (listed company) 36 branches 100.00% 900 financial advisors Number of branches updated as at 30 September ‘09

(1) and 19.98% by Fondazione Cassa di Risparmio di Cuneo and 19.98% by Fondazione Banca del Monte di Lombardia and the rest by minority shareholders; (2) and 16.64% by Aviva SpA; (3) and the rest by minority shareholders; (4) and 14.15% by Aviva SpA and 13 the remaining by minority shareholders; (5) and (6): the remaining part held by minority shareholders. Data as at 30 September ‘09 “This document should not be distributed in the United States or to U.S. persons as defined in Regulation S of the U.S. Securities Act of 1933, as amended.” Recent Financial Results as at 30 September 2009

30 Sept 09 30 Sept 08 % Changes 31 Dec 08 31 Dec 07 % Changes € mn A B A/B C D C/D Direct funding from customers 95.547 94.294 1,3% 97.591 90.346 8,0%

Loans toSmall customers businesses 96.555 98.020 -1,5% 96.368 92.973 3,7% Indirect funding 78.651 80.219 -2,0% 74.064 90.857 -18,5% of which: AUM 41.997 43.038 -2,4% 39.207 51.386 -23,7% AUC 36.654 37.181 -1,4% 34.857 39.471 -11,7%

30 Sept 09 30 Sept 08 % Changes 31 Dec 08 31 Dec 07 % Changes € mn A B A/B C D C/D Net interest income 1.843 2.075 -11,2% 2.810 2.507 12,1% Net interest income without overdraft fee reclassification 1.925 2.204 -12,6% 2.982 2.686 11,0% Net commissions 883 1.036 -14,8% 1.360 1.537 -11,5% Net commissions without overdraft fee reclassification 800 907 -11,8% 1.188 1.358 -12,5% Dividends and similar income 10 70 -86,1% 71 84 ns Result from finance 93 (50) ns (242) 102 ns Operating income 2.947 3.229 8,7% 4.090 4.439 -7,9% Operating costs (1.850) (1.929) -4,1% (2.611) (2.550) 2,4% of which: Staff costs (1.118) (1.191) -6,1% (1.584) (1.540) 2,9% Cost of credit: 82 bp Other administrative expenses (558) (537) 3,9% (749) (765) -2,0% vs 118 bp average D&A (174) (200) -13,4% (278) (245) 13,5% of the six major Net operating income 1.097 1.301 -15,7% 1.478 1.890 -21,8% Italian Banking groups Net impairment losses on loans (593) (256)131,6% (566) (343) 65,1% (UCI, ISP, BPM, Net impairment losses on other assets / liabilities (36) 6 ns (511) (29) ns BMPS, BP, BPER) Profit on continuing operations before tax 443 1.092 -59,4% 452 1.503 -69,9% Tax on income for the period (221) (347) ns (222) (597) ns Integration costs net of taxes (15) (45) ns (67) (167) ns Profit for the period attributable to Parent bank 187 620 -69,8% 69 941 -92,7%

14 “This document should not be distributed in the United States or to U.S. persons as defined in Regulation S of the U.S. Securities Act of 1933, as amended.” Strong Capital Ratios, Increasing Compared to December 2008

Includes at Sept 2009 an hypothesis of dividend 30 Sept 09 30 Sept 08 31 Dec 08 31 Dec 07

Core Tier 1 Ratio 7,33% 7,02%* 7,09% 6,86%** Potential additional Tier 1 Ratio 7,86% 7,59%* 7,73% 7,44%** capital buffers: Total Capital Ratio  EUR 640 mn 11,76% 10,33%* 11,08% 10,22%** Convertible bond maturing 2013.  Approx. EUR 400 * Data as at 30 June ’08 mn Warrants ** Basel 1 – Starting from 30 June ‘08, capital ratios under Basel II Standardised Method convertible in 2011.  Adoption of Basel II Advanced methodology vs Basel Low Leverage of Balance Sheet II Standardised currently in use.

Core Tier 1 Capital / Tangible Assets 5,5%

Tier 1 / Tangible Assets 5,8%

Tangible Equity / Total Assets 6,5%

Tangible Equity / Tangible Assets 6,7%

Tangible equity = Share Capital + Share premiums + Reserves + Minority interests + Net profit for the period – Goodwill Tangible assets = Total assets – goodwill 15 “This document should not be distributed in the United States or to U.S. persons as defined in Regulation S of the U.S. Securities Act of 1933, as amended.” A Diversified and Secure Loan Portfolio (figures as at 30 September 2009)

Composition by type of lending of the consolidated portfolio

Current account overdraft  Low concentration of loans (fractioned and diversified lending 14,0% policy): 18,8% Mortgage loans and % of total loans other medium-long term financing – largest 10 customers 4.0% 2,1% Credit cards, personal – largest 20 customers 6.4% loans and salary backed loans – largest 50 customers 10.3% 8,8% Leasing

6,7% 49,0% Factoring

Other (Portfolio discount, repos, foreign, etc.)

Geographical breakdown ( as at 30 June 2009) Credit Quality

0,65% 0,63% 1,16% Lombardy 1,63% Performing Piedmont 1,85% Loans 2,06% Latium 2,09% Marche 0,27% Non 2,15% Liguria Performing 1,74% Loans 3,02% Campania 96,73% Restructured Emilia Romagna 0,39% Loans 4,10% 69,05% Puglia 5,03% Calabria Impaired Loans 6,58% Veneto 1,23% Umbria Past Due Abruzzo Loans Others

* Others: includes the market shares of Basilicata, Friuli Venezia Giulia, Molise, Tuscany and Valle d’Aosta 16 “This document should not be distributed in the United States or to U.S. persons as defined in Regulation S of the U.S. Securities Act of 1933, as amended.” The Funding Mix

Funding Strategy Composition of consolidated direct funding

 UBI Banca benefits from a stable source of funding through its domestic retail network bln€ 30 Sept 08 % 30 Sept 09 % Changes YoY 31 Dec 08  Securities in issue as at 30 th September 2009 amount to EUR Due to customers 50,5 53,5% 51,4 53,8% 1,8% 54,2 44,2bn (46.2% of total funding): of which: Current accounts and deposits 38,7 41,0% 43,6 45,7% 12,7% 41,5 Repurchase agreements** 9,2 9,7% 5,6 5,9% -38,5% 10,4 Funding from Institutional customers : diversification of instruments by maturity as per Group’s ALM policy: Securities in issue 43,8 46,5% 44,2 46,2% 0,8% 43,4 of which Short term (up to one year maturity): EUR 2bn ECP Network banks 18,9 20,0% 19,6 20,5% 3,9% 19,9 - Covered Bonds - - 1,0 1,0% n.s. - and French CD s. EMTN 12,8 13,6% 11,2 11,7% -11,3% 12,2 - Medium term (average 5-7 years maturity): EUR CD and ECP 2,0 2,1% 2,0 2,1% 0,3% 1,3 11,2bn EMTN (EUR 3.1bn issued vs EUR 3,9bn Preferred shared 0,6 0,6% 0,5 0,5% -20,4% 0,6 matured since December ’08). Total 94,3 100,0% 95,5 100,0% 1,3% 97,6 - Long term : EUR 1bn Covered Bond notes due 2016 issued in 3Q09.

EMTN Bonds Maturing by year* Securities in issue as at 30 September 2009

Senior € bln Upper Tier 2 Lower Tier 2 (at the first call date)

CB, EMTN, CDs, ECP and pref.shares: 34,0% 2,41 3,07 Other issues 1,00 placed on 1,96 ordinary 1,00 customer 0,35 base: 67,8% 0,10 0,03 0,35 0,29 0,2

2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020

Breakdown as at 19 November 2009 17 ** including repurchase agreements with Cassa di Compensazione e Garanzia “This document should not be distributed in the United States or to U.S. persons as defined in Regulation S of the U.S. Securities Act of 1933, as amended.”

3. Italian Mortgage Market Overview

18 “This document should not be distributed in the United States or to U.S. persons as defined in Regulation S of the U.S. Securities Act of 1933, as amended.” Indebtedness of Italian Households

 The Italian mortgage market remains amongst the smallest Residential Mortgages - Stock (EUR bn) in the Europe Area: (as at 30 Oct 2009) – The ratio of residential mortgages to GDP amounts to only 16.8% (EA 12: 48.9%) in 2008.  The limited size of the Italian mortgage market reflects the generally low tendency of households to incur debt: – Households’ indebtedness remains much lower than international standards.  Growth prospects in the mortgage market might well be limited , as the home possession rate amounts to a relatively high level of circa 75% of all Italian households, thereby putting Italy among the countries with the highest owner-occupier ratio in Europe, according to and ISTAT data.

Stock of Household Residential Mortgages /GDP Market Share in European Residential Mortgages Stocks (as at 31 Dec 2008) (EA=100%)

Source: ECB 19 “This document should not be distributed in the United States or to U.S. persons as defined in Regulation S of the U.S. Securities Act of 1933, as amended.” Growth Trends for Residential Mortgages

 Italian growth in the stock of residential mortgages has Change (%) in the Stock of Residential Household decelerated since the end of 2005 : Mortgages * – In the past the increase in interest rates was the main cause of the slowdown in mortgage growth in Italy. – Starting from June 2008, the deceleration was due to the economic recession and the weakness of consumer spending . – In October 2009, a significant annual increase in the stock of residential mortgages was observed. The year on year growth is probably related to the very low interest rate levels.  Over the last decade, the stock of Italian residential household mortgages has grown without significant volatility.

Mortgage Origination (Italy)** Reason for Home Purchase H1 2009***

Residential mortgages disbursement (in €bn – Left) Mortgages interest rates (new loans – Right) 17.00% First Home Replacement Second Home Investment 8.60% 47.50%

26.90%

(A): New mortgages granted in 1H2009 annualised

*Source: ECB **Source: Bank of Italy - Base Informativa Pubblica 20 ***Source: Nomisma - “II Rapporto 2009, Osservatorio sul mercato immobiliare” “This document should not be distributed in the United States or to U.S. persons as defined in Regulation S of the U.S. Securities Act of 1933, as amended.” Evolution in the Italian Property Prices

Housing Price Indexes (% change Q/Q)*  Since the late 90’s, property prices in the Italian market have increased constantly but without any significant 12 Italy France Ireland NL Portugal Spain UK volatility . 10  Since 2004 there have been some signs of deceleration 8 in the dynamic of prices per square meter. According to 6 Nomisma forecasts, 2009 will close with a slight decrease 4 of -4.1% in residential property prices. In detail, the 2 (%) reduction in prices in 2H2009 compared to 1H2009 is 0 97 98 99 00 01 02 03 04 05 06 07 08 estimated of -1.6%, a lower decrease than that recorded in -2 the previous period (-2.5% 1H2009 vs 2H2008). -4  The hypothesis of a strong devaluation of residential -6 properties seems unlikely according the majority of sector -8 operators for the following reasons: % change in housing prices – Firstly, although there has been a significant (1997 - 1st half 2009) increase in property values in Italy since 1997, it is Ireland 182% among the lowest in the international context and Spain 175% this would seem to exclude the existence of prices Great Britain 158% artificially inflated by speculation. Sweden 136% – Secondly there is no excess of supply over France 133% demand in Italy partly because of the scarcity of Denmark 103% public sector social housing. Italy 101% – The actual low level of interest rates should Netherland 78% encourage house purchases through the stipulation USA 54% of a mortgage.

*Source: Barclays Capital Research **Source:Nomisma 21 “This document should not be distributed in the United States or to U.S. persons as defined in Regulation S of the U.S. Securities Act of 1933, as amended.” Forecast – Loans

ITALY – Lending and mortgages to families (Y/Y % change)

Total lending to families Residential mortgages to families

 In the first few months of 2008 there was a significant slowdown in the trend for the stock of home mortgages , worsened by liquidity tensions which affected interbank markets following the subprime crisis. During the first ten months of 2009 the residential mortgage stock increased significantly probably in relation to low interest rates.  According to the Prometeia forecast, residential mortgages and total lending to families for Italian banks should increase in the coming years at a moderate rate of 3% to 4%.

Source: Prometeia

22 “This document should not be distributed in the United States or to U.S. persons as defined in Regulation S of the U.S. Securities Act of 1933, as amended.”

4. UBI Banca’s Mor tgage Business

23 “This document should not be distributed in the United States or to U.S. persons as defined in Regulation S of the U.S. Securities Act of 1933, as amended.” Origination and Underwriting

 All mortgages are originated through a number of direct and indirect intermediaries: - Direct: 1945 branches spread across the Italian territory or through the financial promoters of UBI Sales Force Banca Private Investment. - Indirect: External networks of primary real estate agents, i.e. Capital Money (agreement with Banca Popolare di Bergamo), Tecnocasa and By-You (agreement with B@nca 24-7).

 100% of mortgages are underwritten at branch level (within delegated lending authorities), or by a centralized underwriting group. Underwriting  The authority to approve a mortgage loan depends on the amounts requested. Approval authorisation powers are granted to origination units at various levels. These authorisations differ according to the network bank and take into account: counterparty rating, customer limit, banking group limit (maximum limit on credit that may be granted by the UBI Banking Group).  Use of bespoke internal behavioural rating model used for borrower assessment as part of the underwriting criteria.

 100% of mortgaged properties are assessed – no automated property value approval criteria is accepted. Property  A full appraisal of the property is conducted by qualified external appraisers – in some cases a 4-eye Valuation approach is used and properties are re-assessed by the UBI Banca’s internal appraisers.

 UBI Banca performs all of its own servicing. Each Seller Bank will continue to service its own mortgage portfolio. Servicing  Collection strategies are in place to achieve the quickest and most effective recovery.  The majority of loans pay through direct debit reducing delinquency and allowing for a more proactive servicing of the loans.

24 “This document should not be distributed in the United States or to U.S. persons as defined in Regulation S of the U.S. Securities Act of 1933, as amended.” Key Lending Criteria (1/2)

 Loan Purpose : Mortgage loans may be granted to private individuals for the purchase, construction or renovation of residential properties, whether they are primary or secondary homes.

 Borrower Age : As of January 2009 the maximum borrower’s age at maturity was increased to 80 years. From September 2007 until January 2009 the maximum age of a borrower at maturity was 75 years, however the age limit could have been increased to 80 years when certain parameters were met, for example LTV, rating, and presence of a guarantor or a co-borrower who at maturity of the mortgage loan would be younger than 80 years old.

 Loan Term : The maximum term for mortgages is 50 years in the case of variable rate loans and 30 years for fixed rate loans, excluding any pre-amortisation period.

 DTI: There are 2 calculations that are performed to determine the affordability of the borrower.

 The available income of the borrower/s and guarantor/s minus any financial obligations and dependents costs must be equal to or greater than the instalment amount .

 The maximum DTI ratios, as of January 2009, calculated as instalment amount divided by total net income, are:

- 35% for income up to EUR 2.500; - 40% for income between EUR 2.501 and EUR 5.000; - 45% for income over EUR 5.001.  Initial and Behavioural Rating : A bespoke internal rating model which uses both socio-economic and financial parameters assigns a rating from 1 to 10 (default) to each borrower before granting the loan and is updated on an on- going basis.

 Mortgage Deed Registration : The value of the mortgage deed registered is normally 200% of the amount of the loan.

25 “This document should not be distributed in the United States or to U.S. persons as defined in Regulation S of the U.S. Securities Act of 1933, as amended.” Key Lending Criteria (2/2)

 LTV : Determination of the amount of the loan that may be granted in view, amongst other things, of the value of the property to be mortgaged; the amount may not, however, exceed 80% of the value of the property mortgaged.

 Payment Method : Repayment is normally through a current account held at the branch that grants the mortgage. Most common repayment method is through direct debit.

 Payment Frequency : Repayments are made monthly, quarterly or semi-annually.

 Amortisation Type : Repayment schedules are normally at constant rates calculated according to the “French amortisation method”.

26 “This document should not be distributed in the United States or to U.S. persons as defined in Regulation S of the U.S. Securities Act of 1933, as amended.” Servicing and Arrears Management Process

1 – 180 days in Normal Servicing 180 days in arrears 180 days and more arrears

 Performed at the  IT procedures  Loan is automatically  When loans are branch level and automatically create a classified as 180 d.p.d., classified as “incaglio” partially at the network reminder letter after the the non Performing or “sofferenza”, they are bank levels. 1st instalment is unpaid. Loans Units of each managed centrally by network bank are the Debt Collection  Most payments are  Branches contact the responsible for Area of UBI Banca. collected via a direct client requesting collecting the unpaid debit procedure. payments to be made. amounts until the loans  UBI Banca’s policy is to make every effort to  The above procedures are classified as come to an out – of are repeated until the “incaglio” or as court settlement. instalments are fully “sofferenza”. paid. Should this not be achievable foreclosure action is taken.

27 “This document should not be distributed in the United States or to U.S. persons as defined in Regulation S of the U.S. Securities Act of 1933, as amended.”

5. UBI Banca’s OBG Programme

28 “This document should not be distributed in the United States or to U.S. persons as defined in Regulation S of the U.S. Securities Act of 1933, as amended.” Bank of Italy Requirements and UBI Banca’s Positioning

 Pursuant to Bank of Italy supervisory regulation (15 May 2007), OBG may only be issued by banks with:  Minimum consolidated regulatory capital of EUR 500 mn .  Minimum Total Capital Ratio of 9%.  Minimum Tier 1 Ratio of 6%.  In addition the assignment of assets to the cover pool is subject to certain limits based on the bank’s total capital and Tier 1 ratios:

Total Capital Ratio (TCR) ≥ 11% UBI Banca’s Ratios*: No limits Tier 1: 7.86% Tier 1 Ratio (T1R) ≥ 7% Total Capital: 11.76%

10% ≤ TCR < 11% Up to 60% of the available eligible assets T1R ≥ 6.5%

9% ≤ TCR < 10% Up to 25% of the available T1R ≥ 6% eligible assets

Data as at 30 September ‘09 29 “This document should not be distributed in the United States or to U.S. persons as defined in Regulation S of the U.S. Securities Act of 1933, as amended.” Summary of the UBI Banca’s OBG Programme

Issuer: Unione di Banche Italiane S.c.p.a.; Rating A1 / A / A+ (Moody’s / S&P / Fitch).

Banca Regionale Europea S.p.A.; S.p.A.; Banca Popolare di Bergamo S.p.A.; Banca Popolare Commercio e Industria S.p.A.; Banca Carime S.p.A.; Banca di Valle Camonica S.p.A.; Banca Sellers: di San Giorgio S.p.A.; Banca 24@7 S.p.A.; S.p.A.; UBI Banca Private Investment S.p.A.

Programme Size: EUR 10 billion.

UBI Finance S.r.l. a bankruptcy remote, special purpose entity which benefits of segregations principals Guarantor: well established under law 130/1999.

Cover Pool: Italian prime, first economic lien residential mortgages originated by the sellers.

Maximum LTV: 80% by Law (residential mortgage loans).

Collateral sold to the guarantor is segregated for the benefit of OBG holders and other secured parties Segregation of Collateral: in the context of the programme .

Listing: London, UK.

Over-Collateralisation: The statutory tests are run monthly to ensure sufficient programme support.

Calculation Agent: UBI Banca.

Arranger: Barclays Capital.

Barclays Capital, Calyon, Deutsche Bank, Dresdner, DZ Bank, ING, LBW, Natixis, Nomura, Société Dealers: Générale Corporate & investment Banking, UBS. Mazars. Independent accounting firm to confirm compliance with the statutory test on a quarterly basis Asset Monitor: and to report to Bank of Italy on an annual basis.

Governing Law: Italian.

Representative of CB Holders: Bank of New York Mellon.

30 “This document should not be distributed in the United States or to U.S. persons as defined in Regulation S of the U.S. Securities Act of 1933, as amended.” UBI OBG Programme Structure

Asset Swap Providers  The Sellers transfer their respective portfolios of BBS, BRE, Bank of Italy mortgage loans to a Law 130/99 guarantor, BPB whose sole corporate purpose is to purchase these assets and to grant a guarantee for OBG Cover Pool + Revenues issued by UBI Banca. Margin Transfers of Supervision  The guarantor funds each asset portfolio Assets purchase of the assets by means of a Sellers UBI Finance SRL subordinated loan granted to it by each Seller. BS, BRE, Guarantor BPB  UBI Banca issues OBG which are supported by Purchase price a first demand, unconditional and irrevocable Subordinated Repayment of guarantee issued by the guarantor for the loan Subordinated loan exclusive benefit of the holders of the OBG and Liability Swap the secured counterparties involved. Covered Bond Swap  The guarantee is collateralised by the Sellers Provider BS, BRE, entire cover pool held by the guarantor . BPB  There will be three balance guaranteed swaps (Asset Swaps) between each seller and the Intercompany Repayment of Guarantor which will pay the interest earned on loan Intercompany the portfolio and each seller will pay 1M Euribor loan plus 100 bps. Guarantee Issuer  The covered bond swaps (Liability Swap) between an eligible institution and the guarantor Asset Monitor will swap the floating rate into the fixed coupon rate due to the CB holders. Proceeds OBG  The master servicer will be UBI Banca while each Seller will act as sub-servicer.

Investors

31 “This document should not be distributed in the United States or to U.S. persons as defined in Regulation S of the U.S. Securities Act of 1933, as amended.” ECB Covered Bond Purchase Scheme – Key Features

KEY FEATURES DESCRIPTION UBI BANCA’S OBG Eligible Covered Bonds To be eligible for purchase under the scheme, covered bonds are required to satisfy the Eurosystem's eligible collateral criteria. Under such criteria, covered bonds (like other debt instruments) are required to be:

Settlement Held and settled in the Euro area; UBI Banca’s OBG will be held in MonteTitoli and settled in the Euro area.

Listing Listed on a regulated market or traded on an ECB specified market; UBI Banca’s OBG will be listed on the London Stock Exchange that qualifies as a regulated market.

Denomination Euro denominated; UBI Banca’s OBG will be in Euros.

Issuer Issued by an issuer established in the EEA or in a non -EEA G10 country; OBG will be issued by UBI Banca who is incorporated in the EEA.

Rating Requirement To meet certain high credit standards – namely, as a rule, have a minimum UBI Banca’s OBG have an expected rating of AA or equivalent by at least one of the major rating agencies (Fitch, rating of Triple -A by Moody’s and Moody's, S&P or DBRS) and in any case not lower than BBB-; Fitch.

UCITS Compliant UCITS Directive-compliant or "comply with similar safeguards for non-UCITS OBG will be issued directly by UBI Directive-compliant covered bonds"; Banca and are UCITS compliant.

Volume of Issuance Issued in a minimum amount (volume) of EUR 100 million and, "as a rule", an UBI Banca’s second issuance will be issuing volume of EUR 500 million or more; jumbo size. Collateral To be backed by underlying assets that include exposure to "private and/or UBI Banca’s OBG will be backed by public entities”. prime Italian residential mortgages.

32 “This document should not be distributed in the United States or to U.S. persons as defined in Regulation S of the U.S. Securities Act of 1933, as amended.”

6. Cover Pool Description

33 “This document should not be distributed in the United States or to U.S. persons as defined in Regulation S of the U.S. Securities Act of 1933, as amended.” Pool Summary

 The slides that follow provide a portfolio update of the original cover pool as of 31 October 2009 and of the new portfolio that will be transferred to UBI Finance Srl on the 30 November 2009.

Provisional Pool Summary EUR Aggregate current Principal Outstanding Balance 3,711,663,578.19 Aggregate original Principal Outstanding Balance 5,068,760,161.35 Average current Principal Outstanding Balance 72,015.20 Average original Principal Outstanding Balance 98,346.14 Maximum current Principal Outstanding Balance 3,000,000.00 Maximum original Principal Outstanding Balance 3,000,000.00 Total number of Loans 51,540 Weighted average seasoning (months) 57.25 Weighted average remaining maturity (months) 190.04 Weighted average remaining maturity (years) 15.84 Weighted average original term (months) 247.25 Weighted average original term (years) 20.60 Weighted average Current LTV (%) 44.13 Weighted average Original LTV (%) 57.46 Weighted average interest rate (%) 2.86 Current Principal of Perform. Loans - Bucket 0 (%) 9 9.60 Current Principal of Perform. Loans - Bucket 1 (%) 0.08 Current Principal of Perform. Loans - Bucket 2-6 (%) 0.17 % of Floating Rate Assets 97.88 % of Fixed Rate Assets 2.12 Collateral Currency EUR

Originator Number of Loans % Current Balance % Banca Regionale Europea 10,136 19.67% 712,551,216 19.20% Banco di Brescia 20,236 39.26% 1,633,730,043 44.02% Banca Popolare di Bergamo 21,168 41.07% 1,365,382,319 36.79% TOTAL 51,540 100.00% 3,711,663,578 100.00%

Sources: UBI Banca, data as at 31 October ‘09

34 “This document should not be distributed in the United States or to U.S. persons as defined in Regulation S of the U.S. Securities Act of 1933, as amended.” Cover Pool Analysis (1/3)

Breakdown by Current Outstanding Amount Breakdown by Loan Seasoning

% Current Balance 500,001,001 - 3,000,000 1.3% 16,000 Number of Loans 35% 250,001,001 - 500,001,000 4.3% 14,000 30% 200,001,001 - 250,001,000 4.0% 12,000 25% 10,000 150,001,001 - 200,001,000 10.1% 20% 8,000 100,001,001 - 150,001,000 25.0% 15% 6,000 75,001,001 - 100,001,000 19.3% 4,000 10% Current Balance (€) Current Number of Loans Number 5% Balance % Current 37,501 - 75,001,000 26.8% 2,000 0 0% 0 - 37,500 9.1% 0 - 12 12 - 24 24 - 48 48 - 72 72 - 96 96 - 208 0% 5% 10% 15% 20% 25% 30% Year

Breakdown by Remaining Term to Maturity Loan Purpose Breakdown by Current Balance % Current Balance Number of Loans Other 16,000 30% 14.04% 14,000 25% 12,000 Construction 20% 10,000 10.89% 8,000 15% 6,000 10% Restructuring 4,000 0.11% Number of Loans Number 5% Balance % Current 2,000 0 0% Purchase 0 - 5 5 - 10 10 - 15 15 - 20 20 - 25 25 - 30 30 - 35 35 - 50 74.96% Year * Construction Loans are completed and fully disbursed loans

Sources: UBI Banca, data as at 31 October ‘09 35 “This document should not be distributed in the United States or to U.S. persons as defined in Regulation S of the U.S. Securities Act of 1933, as amended.” Cover Pool Analysis (2/3)

Geographical Distribution

Molise 0.00% Number of Marche 0.01% Geographical Distribution Loans % Current Balance % Calabria 0.02% Molise 1 0.00% 13,175 0.00% Puglia 0.03% Marche 4 0.01% 225,902 0.01% Abruzzo 0.03% Calabria 16 0.03% 902,116 0.02% Puglia 0.03% Umbria 0.03% 23 0.04% 1,067,813 Abruzzo 14 0.03% 1,086,517 0.03% Sicilia 0.05% Umbria 22 0.04% 1,284,986 0.03% Valle D'Aosta 0.06% Sicilia 36 0.07% 1,949,151 0.05% Trentino Alto Adige 0.08% Valle D'Aosta 30 0.06% 2,264,313 0.06% Sardegna 0.10% Trentino Alto Adige 40 0.08% 2,958,748 0.08% Campania 0.13% Sardegna 58 0.11% 3,541,116 0.10% Campania 89 0.17% 4,963,455 0.13% Toscana 0.16% Toscana 69 0.13% 6,070,561 0.16% Emilia Romagna 0.76% Emilia Romagna 365 0.71% 28,043,387 0.76% Liguria 0.77% Liguria 303 0.59% 28,466,789 0.77% Friuli Venezia Giulia 1.46% Friuli Venezia Giulia 694 1.35% 54,167,559 1.46% Veneto 3.47% Veneto 1,506 2.92% 128,759,402 3.47% Lazio 7.17% Lazio 3,358 6.52% 265,984,928 7.17% Piemonte 6,794 13.18% 457,992,903 12.34% Piemonte 12.34% Lombardia 38,118 73.96% 2,721,920,758 73.33% Lombardia 73.33% 51,540 100.00% 3,711,663,578 100.00% 0% 10% 20% 30% 40% 50% 60% 70% 80%

Sources: UBI Banca, data as at 31 October ‘09 36 “This document should not be distributed in the United States or to U.S. persons as defined in Regulation S of the U.S. Securities Act of 1933, as amended.” Cover Pool Analysis (3/3)

Original LTV Distribution (as% of Current Balance) Current LTV Distribution (as% of Current Balance)

81%+ 5.7% 70% - 80% 13.5% 70% - 80% 27.7% 60% - 70% 12.2% 60% - 70% 15.7% 50% - 60% 14.1% 50% - 60% 15.1% 40% - 50% 16.0% 40% - 50% 14.9% 30% - 40% 16.0% 30% - 40% 10.6% Current Balance (€) Current Current Balance (€) Current 20% - 30% 14.5% 20% - 30% 6.7% 0% - 20% 13.8% 0% - 20% 3.6% 0% 5% 10% 15% 20% 0% 5% 10% 15% 20% 25% 30%

Current LTV Distribution

Current Loan Amount/ Number of Current Valuation Loans % Current Balance % 0% - 20% 15,133 29.36% 511,172,549 13.77% 20% - 30% 9,117 17.69% 536,931,305 14.47% 30% - 40% 7,939 15.40% 593,685,431 16.00% 40% - 50% 6,612 12.83% 592,512,736 15.96% 50% - 60% 4,994 9.69% 524,398,248 14.13% 60% - 70% 3,845 7.46% 453,690,976 12.22% 70% - 80% 3,900 7.57% 499,272,333 13.45% 51,540 100.00% 3,711,663,578 100.00%

Sources: UBI Banca, data as of 31 October ‘09 37 “This document should not be distributed in the United States or to U.S. persons as defined in Regulation S of the U.S. Securities Act of 1933, as amended.”

Appendix 1.

Italian OBG Law vs. the European Covered Bond Framework

38 “This document should not be distributed in the United States or to U.S. persons as defined in Regulation S of the U.S. Securities Act of 1933, as amended.” Italian Covered Bond Legal Framework (1/2)

Name of the instrument (s): Obbligazioni Bancarie Garantite. Law 80 of 14 may 2005, amending Article 7-bis & 7-ter of law 130/1999, Ministry of Economy & Legislation: Finance regulation 310 dated 14 December 2006 and Bank of Italy instructions issued on 17 may 2006.

Special banking principle: No. Any Italian bank fulfilling specific issuance criteria.

Restriction on business activity: N/A.

Asset Allocation: Cover assets are segregated through the transfer to a separate entity.

Inclusion of hedge positions: Hedge position are part of the structural enhancements intended to protect bondholders.

Substitute collateral: Up to 15%.

Restrictions incl. Commercial No . mortgages: EEA states and Switzerland, subject to a maximum risk weighting of 20% and up to 10% of the cover Geographical scope for public pool. assets: Non-EEA states or local authorities subject to a maximum risk weighting of 20%. Geographical scope for mortgage EEA and Switzerland. assets:

LTV barrier residential: 80%.

LTV barrier commercial: 60%.

Market value. The approach needs approval from Bank of Italy and is verified by an independent Basis for valuation: auditor.

Valuation Check: Semi annual review and annual reporting to Bank of Italy.

Special Supervision: Bank of Italy.

Source: Barclays Capital Research 39 “This document should not be distributed in the United States or to U.S. persons as defined in Regulation S of the U.S. Securities Act of 1933, as amended.” Italian Covered Bond Legal Framework (2/2)

The nominal value of the cover pool assets must at all times be at least equal to the nominal value of the OBG outstanding. The net present value (NPV) of the covered pool must be at least equal to the Protection against mismatching: net present value of the OBG issued. Furthermore, the cover pool assets need to accrue sufficient interest to cover interest payment on the OBG outstanding.

Protection against credit risk: Sponsor banks may replace non-performing loans.

Protection against operative risk: Stipulated through contractual rules.

Mandatory over- collateralisation: Expected to be subject to an asset coverage test.

Voluntary over-collateralisation is Yes. protected: Bankruptcy remoteness of the No, but all assets are ring-fenced within a specially separated entity. issuer: Outstanding OBG to regulatory Depending on Tier 1 and total capital ratios . There is no limit as long as the respective bank maintains capital: a total capital ratio above 11% and a tier 1 ratio above 7%. All payments are received from the special entity's assets. These payments are expected to be 1st claim in the event of insolvency: collected in a separate account. Investors continue to receive scheduled payments, as if the issuer had not defaulted.

In the event of insufficient pool assets proceeds to cover their claim, investors rank pari passu with External support mechanisms: senior debt holders. There is a simultaneous unsecured dual claim against the issuer and secured against the portfolio held by the specially separated entity.

Compliant with UCITS Art. 22 par. 4: Yes.

Compliance with CRD: Yes.

Source: Barclays Capital Research 40 “This document should not be distributed in the United States or to U.S. persons as defined in Regulation S of the U.S. Securities Act of 1933, as amended.” European Overview on Covered Bond Framework

Special Mandatory Voluntary over- Name of debt Substitute Protection Against Fulfills Banking Supervision over- collateralisation Instrument Collateral Mismatching UCITS 22(4) Principle collateralisation is protected

Obbligazioni bancarie Net-present value cover Italy No Bank of Italy Up to 15% No Yes Yes garantite (OBG) required

Bundesanstalt für Hypothekenpfand-briefe, Finanz- Germany Öffentliche Pfandbriefe, No dienstleistungsaufsicht Up to 10% Net-present value cover required 102% Yes Yes Schiffspfandbriefe and independent trustee

Cédulas Hipotecarias (CH) 125% (CH) Spain No Banco de Espana Up to 5% Coverage by nominal value Yes Yes Cédulas Territoriales (CT) 143% (CT)

Not compulsory; but all OFs Commission Bancaire Obligations Foncières (OF) Yes Up to 15% benefit from additional No Yes Yes and special supervisor contractual features

France Contractual obligation to neutralise interest and currency French Structured Covered Commission Bancaire risk. Also, downgrade triggers for Subject to asset No Up to 15% Yes T.b.d. Bond and special supervisor swap counterparties and coverage test different tests to ensure adequate cash flows

Exposure to interest rate and De Nederlandsche currency risk is neutralised. In From 1 July Subject to asset Netherlands Dutch Covered Bonds No Bank and independent Up to 10% addition, downgrade triggers for Yes 2008 coverage test auditor swap counterparties, and various onwards tests ensure cash-flow adequacy

Net-present value cover Obrigações Hipotecárias , Portugal Optional Banco de Portugal Up to 20% required; in addition, limitation of 105% Yes Yes Obrigações sector público liquidity risk

Source: Barclays Capital Research 41 “This document should not be distributed in the United States or to U.S. persons as defined in Regulation S of the U.S. Securities Act of 1933, as amended.”

Appendix 2.

Overview of Banca Popolare di Bergamo, Banco di Brescia and Banca Regionale Europea

42 “This document should not be distributed in the United States or to U.S. persons as defined in Regulation S of the U.S. Securities Act of 1933, as amended.” Banca Popolare di Bergamo (“BPB”) Overview*

Strong Competitive Positioning Branch Network

 372 branches in Italy of which 314 in Lombardy.  Market share in terms of branches : 4,7% in Lombardy. 314 3  Total assets of EUR 26,3bn, with Loans to 31 customers accounting for EUR 20bn. 6  Direct funding of EUR 20,9bn. 4  Indirect funding to EUR 21,7bn, of which EUR 10,9bn AUM+Bancassurance and EUR 10,8bn AUC. 14  Net profit as at 30 September 2009: EUR 143,4mn.  Capital ratios : Tier 1 10,77%, TCR 12,57% (as at June ’09).  Asset quality: NPLs/net loans 1,06%, cost of credit at 55bp.  3.777 employees.

* All data are as at 30 th September 2009, unless otherwise stated 43 “This document should not be distributed in the United States or to U.S. persons as defined in Regulation S of the U.S. Securities Act of 1933, as amended.” Banco di Brescia (“BS”) Overview*

Strong Competitive Positioning Branch Network

 359 branches in Italy of which 248 in Lombardy and 2 54 in Lazio*. 12  Market share in terms of branches : 3,7% in 248 39 Lombardy. 1  Total assets of EUR 22bn, with Loans to customers 2 accounting for EUR 14bn. 1  Direct funding of EUR 12,6bn.  Indirect funding to EUR 14,2bn, of which EUR 7,4bn AUM+Bancassurance and EUR 6,8bn AUC. 54  Net profit as at 30 September 2009: EUR 101,6mn.  Capital ratios : Tier 1 9,91%, TCR 10,98% (as at June ’09).  Asset quality: NPLs/net loans 0,88%, cost of credit at 43bp.  2,637 employees.

* All data are as at 30 th September 2009, unless otherwise stated 44 “This document should not be distributed in the United States or to U.S. persons as defined in Regulation S of the U.S. Securities Act of 1933, as amended.” Banca Regionale Europea (“BRE”) Overview*

Strong Competitive Positioning Branch Network

 294 branches in Italy of which 177 in Piedmont and 105 in Lombardy. 1  Market share in terms of branches : 6,5% in 105 Piedmont. 177  Total assets of EUR 9,8bn, with Loans to 11 customers accounting for EUR 7,3bn.  Direct funding of EUR 7,6bn.  Indirect funding to EUR 9,4bn, of which EUR 5,7bn AUM & Bancassurance and EUR 3,7bn AUC.  Net profit : EUR 50,6mn.  Capital ratios : Tier 1 11,35%, TCR 13,37% (as at June ’09).  Asset quality: NPLs/net loans 1,47%, cost of credit 42bp.  2,000 employees .

* Data are as at 30 th September 2009 45 “This document should not be distributed in the United States or to U.S. persons as defined in Regulation S of the U.S. Securities Act of 1933, as amended.”

Appendix 3.

Case Study: UBI Banca’s First Jumbo Issue

46 “This document should not be distributed in the United States or to U.S. persons as defined in Regulation S of the U.S. Securities Act of 1933, as amended.” UBI Banca – Inaugural Covered Bond Issuance

UBI Banca – EUR 1.0 bn OBG due in 2016

 On September 15th, UBI Banca successfully opened the books for its inaugural 7-year OBG benchmark. This is the third covered bonds issue out of Italy after in July 2009 and in July 2008.  The transaction was issued in the context of UBI Banca’s Euro 10bn OBG Programme published in July 2009 that is based on a portfolio 100% composed of prime residential mortgages originated by the banks within the UBI Group.  The transaction was announced at 12:30 GMT at an initial guidance of MS+65bps and immediately met with very strong demand from investors. The book building process lasted only 30 minutes with total orders amounting to almost Euro 7bn from more than 120 Institutional Investors. Books closed at 13.00 GMT and the issue was priced the following day at a final spread of MS+60bps, tighter than initial guidance.  In terms of allocation, Germany took 32% followed by Italy 21%, France 13%, UK 11%, the Netherlands 6% and Scandi 5%. Asset Managers were the dominant investor class with 46% allocation, followed by Banks taking 17%, Central Banks 13%, Insurers 9%, Pension Funds 6%, and Supranational 5%.  Barclays Capital acted as arranger on the OBG Programme and as joint-bookrunner on the transaction.

Unione di Banche Italiane Distribution by Region Distribution by Investor Type Issuer: S.c.p.a.

Guarantor: UBI Finance S.r.l. Spain, 1.30% Other, 3.80% Other, 1.50% Supranational, Scandi, 5.30% 5.50% Ratings: Aaa (Moody’s) / AAA (Fitch) U.S., 4.50% Germany/Austria, Pension Funds, Size: EUR 1.0 bn 33.70% 5.80% Netherlands, Asset Managers, Coupon: 3.625% 6.30% 46.30% Insurance, 8.60% Re-offer spread: MS+60bps UK, 13.00%

Central Banks, Pricing date: 16 September 2009 13.10% France, 13.10% Maturity: 23 September 2016 Italy, 21.30% Bank, 16.90% Documentation: Covered Bond Programme Germany/Austria Italy France Asset Managers Bank Central Banks UK Netherlands U.S. Insurance Pension Funds Supranational Joint Scandi Spain Other Barclays / DB / Natixis / SG Other bookrunners:

1 47