UBI FINANCE CB 2 S.R.L. COMPANY SUBJECT TO MANAGEMENT AND COORDINATION ACTIVITY BY UBI BANCA S.P.A. Foro Buonaparte 70 – 20121 Milan Quota capital Euro 10,000.00 = fully paid up Listed on the Companies Register of Milan Reg. no. and tax code 07639080964 FINANCIAL STATEMENTS AT 31 DECEMBER 2017 This is a translation of the Italian original "Bilancio d’esercizio al 31 dicembre 2017" 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 CB 2 S.r.l., Foro Buonaparte 70 – 20121 Milan (Italy) FINANCIAL STATEMENTS AT 31 DECEMBER 2017 UBI FINANCE CB 2 S.R.L. INDEX CORPORATE BODY ............................................................................................................... 3 DIRECTORS’ REPORT ON OPERATIONS ................................................................................ 4 1 - GENERAL INFORMATION 4 1.1 - Management of the Company ................................................................................ 6 1.2 - Company organization ............................................................................................. 7 1.3 - Research and development activities ..................................................................... 8 1.4 - Own shares and the holding company’s shares ................................................... 8 1.5 - Management and coordination activities ............................................................... 8 1.6 – Related party transactions ....................................................................................... 8 1.7 -. Going concern. ........................................................................................................ 8 2 - SUBSEQUENT EVENTS 8 3 - OUTLOOK 8 4 - PROFIT FOR THE YEAR 9 5 - OTHER INFORMATION 9 STATEMENT OF FINANCIAL POSITION ................................................................................ 10 INCOME STATEMENT ..........................................................................................................11 STATEMENT OF COMPREHENSIVE INCOME ....................................................................... 12 STATEMENT OF CHANGES IN EQUITY ............................................................................... 13 CASH FLOW STATEMENT .................................................................................................... 14 EXPLANATORY NOTES ....................................................................................................... 16 1. INTRODUCTION 16 2. PART A - ACCOUNTING POLICIES 16 A.1 General part ....................................................................................................... 16 A.2 The main aggregates of the financial statements .......................................... 20 A.3 Information on the transfer of financial assets between portfolios........... 22 A.4 Information on fair value ................................................................................... 23 A.5 Information on the so-called “Day one profit/loss” ........................................ 23 3. PART B - COMMENTS ON THE BALANCE SHEET 24 4. PART C – COMMENTS ON THE INCOME STATEMENT 29 5. PART D – OTHER INFORMATION 32 Section 1 - Specific notes on the operations carried out ........................................... 32 Section 3 – Information on risks and related risk management policies ................. 56 Section 4 – Comments on Equity ................................................................................. 58 Section 5 – Comprehensive Income Statement .......................................................... 58 Section 6 – Transactions with related parties .............................................................. 59 Section 7 – Other information ...................................................................................... 62 INDEPENDENT AUDITOR’S REPORT .................................................................................. 63 2 FINANCIAL STATEMENTS AT 31 DECEMBER 2017 UBI FINANCE CB 2 S.R.L. CORPORATE BODY BOARD OF DIRECTORS CHAIRMAN OF THE BOARD : DOTT. RENZO PARISOTTO DIRECTORS : DOTT. MARCO TRABATTONI DOTT. ANDREA DI COLA INDEPENDENT AUDITOR : DELOITTE & TOUCHE S.P.A. 3 FINANCIAL STATEMENTS AT 31 DECEMBER 2017 UBI FINANCE CB 2 S.R.L. DIRECTORS’ REPORT ON OPERATIONS 1 - GENERAL INFORMATION UBI FINANCE CB 2 S.R.L. (hereinafter the “Company”) is a vehicle securitisation company under Italian law incorporated on 20 December 2011. 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 Law 130 of 30th April 1999 (“Law 130/99”) and any subsequent modifications and additions and related implementation provisions, is to purchase from banks, in exchange for payment, residential and commercial mortgages, loans due from the Public Administration or guaranteed by them, also identifiable as a block, as well as securities 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. Law 130/99 was amended in 2005 in order 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 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 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’ 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) the Legislative Decree dated 13 August 2010 no. 141 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 Civil Code, of the covered bond holders, as per subsection 1 of Art. 7-bis of 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 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 transactions these programmes have a dynamic structure which consists of providing for 4 FINANCIAL STATEMENTS AT 31 DECEMBER 2017 UBI FINANCE CB 2 S.R.L. 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 9 December 2016 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 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”. This Ruling was recently substituted by the Ruling dated 22 December 2017, which is applicable to financial statements that closed or are current at 31 December 2018. 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 Law 130/1999. Consequently these continue to be represented as they were in the 2016 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