UBI Banca Group

of a loan portfolio was signed, which consisted of €2,093,238,616.49 of performing loans to
small-to-medium sized businesses, while the issuance of the relative notes, fully subscribed by
the originator (UBI Banco di Brescia), was performed on 27 th February 2009.
The main characteristics of the UBI Finance 2 securities issued in 2009 are as follows:
• class A notes (senior tranches): nominal amount €1,559,500,000.00 at floating rate, made
available to the Parent, UBI Banca, by means of repurchase agreements, to be used as
collateral in refinancing transactions with the ECB or to guarantee intraday transactions with
the Bank of Italy; Following the action described above, the notes were downgraded by Moody's
from “Aaa” to “Aa3” and by Fitch from “Aaa” to “A-”;
• class B notes (junior tranches): nominal amount €519,850,000.00 unrated and with a yield
equal to the additional return on the transaction, which allow the originator, Banco di Brescia,
to benefit from the excess spread on the underlying portfolios.
In the second half of 2011 a new securitisation transaction was performed by transferring
loans to small to medium-sized enterprises, classified as performing and held by Banca
Popolare di Bergamo Spa, to the special purpose entity UBI Finance 3 Srl.
The transaction was performed in two stages:
• the transfer of the loans by the originator Banca Popolare di Bergamo to the special purpose
entity UBI Finance 3 on 6 th December 2010, for an amount of approximately €2.8 billion;
• the issue of notes by UBI Finance 3 (performed in July 2011). Following the action described
above, the senior notes were downgraded by Moody's from “Aaa” to “Aa3” and by Fitch from
“Aaa” to “A-”.
When the mortgages were transferred, servicing and sub-servicing contracts were signed by
which UBI Banca as the Parent performs the role of servicer, while the collection of payments
and managing relations with customers for the securitised assets were delegated to the
originator, Banca Popolare di Bergamo, as the sub-servicer (here too, except for those
positions reclassified as non-performing, which will be handled by the Credit Area of the
Parent).
The Lombarda Lease Finance 4 Srl securitisation was performed by means of a number of
interconnected contracts, with the following structure:
• on 11.05.05, a contract was signed for the periodic transfer without recourse by the UBI
Leasing Spa to Lombarda Lease Finance 4 S.r.l. (LLF4) of loans relating to leasing contracts,
against payment of the nominal value of the loans transferred by the special purpose entity
(LLF4). In accordance with the transfer contract signed, on 19.10.05 UBI Leasing Spa
transferred loans to LLF4 relating to lease contracts for an amount equal to the loans
transferred which had expired.
• the amount of the loans transferred in the first transfer was €1,100,007,686 and the amount
for the first transfer scheduled under the “revolving” programme was €63,637,298;
• collection of the repayments was managed by the “originator” as the “servicer” of the
transaction, on specific mandate of the transferee;
• on 15.06.05, LLF4 issued notes with different redemption characteristics to fund the
transaction;
• subscription of class A1-A2-B “senior and mezzanine” notes by institutional investors;
• subscription of class D “Junior” securities by the originator.
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