UUBBII FFIINNAANNCCEE SS..RR..LL.. COMPANY UNDER THE MANAGEMENT AND COORDINATION OF UBI BANCA S.P.A. Foro Buonaparte 70 – 20121 Milan Quota capital € 10,000.00 = fully paid up Listed on the Milan Business Register no. 06132280964 | REA 1871670 Tax ID no. 07639080964 Part of the UBI VAT Group, VAT no. 04334690163 FFIINNAANNCCIIAALL SSTTAATTEEMMEENNTTSS AATT 3311 DDEECCEEMMBBEERR 22001188 This is a translation of the Italian original "Bilancio d’esercizio al 31 dicembre 2018" and has been prepared solely for the convenience of international readers. In the event of any ambiguity the Italian text will prevail. The Italian original is available upon written request to UBI Finance S.r.l., Foro Buonaparte 70 – 20121 Milan (Italy) FINANCIAL STATEMENTS AT 31 DECEMBER 2018 UBI FINANCE S.R.L. CCONTENTS ADMINISTRATIVE BODY ....................................................................................................... 3 REPORT ON OPERATIONS ..................................................................................................... 4 1 - GENERAL INFORMATION 4 1.1 - Management of the Company 6 1.2 - Company organisation 10 1.3 - Research and development 10 1.4 – Treasury and parent company quotas 10 1.5 - Management and coordination activities 11 1.6 – Transactions with associated parties and infra-group transactions 11 1.7 -. Going concern. 11 2 - IMPORTANT EVENTS AFTER CLOSURE OF THE FINANCIAL YEAR 11 3 – BUSINESS OUTLOOK 11 4 - PROFIT FOR THE YEAR 11 5 - OTHER INFORMATION 11 BALANCE SHEET ................................................................................................................ 13 STATEMENT OF COMPREHENSIVE INCOME ....................................................................... 15 STATEMENT OF CHANGES IN EQUITY ............................................................................... 16 CASH FLOWS STATEMENT .................................................................................................. 17 EXPLANATORY NOTES TO THE FINANCIAL STATEMENTS ................................................. 19 1. INTRODUCTION 19 2. PART A – ACCOUNTING POLICIES 19 A.1 General part 19 A.2 Part relative to the principal financial statement aggregates 25 A.3 Information on the transfer of financial assets between portfolios 26 A.4 Information on fair value 26 A.5 Information on “Day one profit/loss” 27 3. PART B - COMMENTS ON THE BALANCE SHEET 28 4. PART C – COMMENTS ON THE INCOME STATEMENT 33 5. PART D – ADDITIONAL INFORMATION 36 Section 1 - Specific notes on the operations carried out 36 Section 3 – Information on risks and related hedging policies 63 Section 4 – Information on assets 65 Section 5 – Comprehensive Income Statement 65 Section 6 – Related party transactions 66 Section 7 – Other information 69 INDEPENDENT AUDITOR'S REPORT .................................................................................. 70 2 FINANCIAL STATEMENTS AT 31 DECEMBER 2018 UBI FINANCE S.R.L. AADMINISTRATIVE BBODY BOARD OF DIRECTORS Chairman of the Board : RENZO PARISOTTO DIRECTOR : MARCO TRABATTONI DIRECTOR : ANDREA DI COLA INDEPENDENT AUDITOR : DELOITTE & TOUCHE S.P.A. 3 FINANCIAL STATEMENTS AT 31 DECEMBER 2018 UBI FINANCE S.R.L. RREPORT ON OPERATIONS 1 - GENERAL INFORMATION UBI FINANCE S.R.L. (hereinafter the “Company”) is a vehicle securitisation company under Italian law incorporated on 18 March 2008. Pursuant to art. 2 of the Articles of Association, the Company’s sole purpose, within the scope of one or more transactions (meaning both single transactions and issue programmes) for the issue of covered bonds pursuant to art. 7-bis of Italian Law. 130 of 30 April 1999 (“Italian Law 130/99”) and any subsequent modifications and additions and related implementation provisions, is to purchase from banks, in exchange for payment, land-property and mortgage loans due from the Public Administration or guaranteed by them, also identifiable as a block, as well as notes issued within the scope of securitisation transactions concerning loans of the same nature, in accordance with the said legislation, by taking on loans granted or guaranteed also by the selling bank, as well as the issue of guarantees for the bonds issued by those or other banks. Italian Law 130/99 was amended in 2005 to allow the issue of covered bonds. At the date of this annual report, however, no regulatory interpretation related to the application of such Law has been issued by the Regulatory or Government body, except: (i) Decree no. 310 of the Italian Ministry of Economy and Finance of 14 December 2006 (the “MEF Decree”), that defined the technical requirements of the guarantee that can be given for covered bonds, (ii) Decree no. 29 of the Italian Ministry of Economy and Finance of 17 February 2009 that redefined the conditions under which financial intermediaries have be to registered in the Special List, with effect from the date of publication in the Gazzetta Ufficiale [Official Journal] of 20 October 2009; (iii) the Ruling of the Bank of Italy dated 16 April 2010, related to the supervisory provisions on covered bonds; (iv) Italian Legislative Decree no. 141 dated 13 August 2010 and its subsequent amendments and additions, which has entirely amended the regulation relating to financial intermediaries and other financial industry players, effective from 19 September 2010; and (v) the “New Supervisory Provisions” issued by the Bank of Italy on 24 June 2014 to bring national regulations on covered bonds into line with the new elements introduced by the European Regulation no. 575/2013 on covered bank bonds (the “CRR”). Therefore, such authorities or other authorities might issue other regulations on Law 130/99 and its application, whose impact cannot be foreseen by the Company at the date of this report. In accordance with the aforesaid legal provisions, the credits purchased by the Company and the amounts paid by the relevant debtors will go to satisfy the rights, also in accordance with Art. 1180 of the Italian Civil Code, of the covered bond holders, as per subsection 1 of Art. 7-bis of Italian Law no. 130/99, to whose benefit the Company has provided guarantee, of the counterparties of derivative contracts with the aim of hedging risks on credits and securities purchased and of other accessory contracts, as well as to the payment of other transaction costs, as a priority against the repayment of loans as per subsection 1 of Art. 7-bis of Italian Law no. 130/99. The loans purchased by the Company relating to an issue programme are accounted for separately for all intents and purposes from those of the Company and from those relating to other issue programmes, on which no actions by creditors other than covered bond holders and other creditors, as per the previous subsection, are permitted. Unlike traditional securitisation 4 FINANCIAL STATEMENTS AT 31 DECEMBER 2018 UBI FINANCE S.R.L. transactions these programmes have a dynamic structure which consists of providing for subsequent scenarios of buying and selling assets to maintain a high quality guarantee and comply with the maximum ratio to the covered bonds issued. The accounting treatment of the programme for the issue of covered bonds carried out by the Company complies with the provisions of Bank of Italy’s Instructions of 22 December 2017 on the matter of financial statements of IFRS intermediaries other than bank intermediaries. This in turn is in line with the contents of the preceding Ruling of 29 March 2000 and with the provisions of Italian Law 130/99, under which “loans relating to each transaction are segregated assets, to all effects, from those of the company and those of other transactions”. At the date of this Report, no specific alternative instructions had been received from the Entities or authorities with competence regarding the accounting treatment of securitisation transactions put in place in terms of the aforementioned Italian Law 130/1999. Consequently these continue to be represented as they were in the 2017 Financial Statements in the relative section of the Explanatory Notes to the financial statements, entitled “Part D – Other Information”, and are not included in the Financial Statement schedules. In order to achieve the business purpose, the Company was initially registered in the appropriate section of the General List, as per Art. 106 of Italian Legislative Decree no. 385 of 1 September 1993 (“TUB” - Consolidated Law on Banking) as no. 40685 and with ABI Intermediary code no. 335315. The reform of Title V TUB, started with Italian Legislative Decree no.141 of 13 August 2010 and completed with the issue of the MEF Decree no.53/2015 and with the publication on 12 May 2015 of the Bank of Italy’s new Supervisory Provisions for Financial Intermediaries (Circular no.288 of 3 April 2015) coming into force on 11 July 2015, in particular, (i) redefined a new operating perimeter for financial intermediaries, which does not include vehicle companies for the guarantee of Covered Bonds if belonging to a banking group as defined by Art.60 TUB, and (ii) established a single Register of financial intermediaries, thereby overcoming the pre-existing division between intermediaries registered in the Special list pursuant to Art.107 and those registered in the General list pursuant to Art.106. This said, following the loss of the requisites for remaining in the new “Single Register pursuant to Art. 106”, on 22 July 2015, the Company requested cancellation as a Financial Intermediary from the General List pursuant to Art. 106 TUB and the Bank of Italy confirmed