UBI Banca Group

3. management of the operations. This general process involves opening current accounts for
the operations of the special purpose entity, granting the subordinated loan, entering into
derivatives contracts between the network banks and the special purpose entity, once the
“chain of payments” has been determined, performing tests on the effectiveness of the
portfolio and identifying the mortgage loans to top-up the cover pool which backs the
covered bonds issued. These activities are performed on a continuous basis;
4. regulatory controls. This general process involves putting internal and external controls
required by regulations in place to: analyse and monitor obligations to ensure the quality
and integrity of the assets transferred to back the portfolio; to define effectiveness tests
and to produce summary reports; to verify compliance with limits set on the transfer of
eligible assets; to verify cover for financial risks; to verify compliance by the special
purpose entities with the obligations resulting from the guarantee given; to verify the
contract documents employed; and to verify the completeness of the controls to be
performed by the Parent. External controls are also put in place to ensure compliance of
the measurement criteria applied by the bank with those required for the preparation of
annual financial statements and also to guarantee the proper performance of the
transaction and the validity of the guarantee given to back redemption of the covered
bonds.
History of the UBI Banca covered bond programme
In the context of the procedures described above, the UBI Banca Group launched a 10 billion euro
programme for the issue of covered bonds in July 2008, with the first transfers of mortgages
performed by two banks in the Group, Banco di Brescia and Banca Regionale Europea, for a total
amount, as at that time, of approximately 2 billion euro.
The Bank performed its first public issue of covered bonds for 1 billion euro in September 2009 with
the assistance of Barclays Capital as the arranger.
Banca Popolare di Bergamo also joined the programme at the end of 2009, by transferring a part of
its mortgage portfolio, amounting to approximately €1.3 billion, at the service of the second public
issuance performed in December 2009.
Details of the two issues are given below.
Name Issue date Maturity date Nominal amount Coupon
UBI BANCA 3.625% CB due 23.09.2016 23.09.2009 23.09.2016 1,000,000,000.00 36,250,000.00
UBI BANCA 4.000% CB due 16.12.2019 16.12.2009 16.12.2019 1,000,000,000.00 40,000,000.00
After a framework agreement between the EIB (European Investment Bank) and the UBI Group for
the grant of medium-to-long term loans to corporate clients was signed on 30 th April 2010, the Bank
issued privately placed bonds fully subscribed by the EIB.
Details of the issue are given below.
Name Issue date Maturity date Nominal amount Coupon (1)
UBI BANCA TV CB due 30.04.2022 30.04.2010 30.04.2022 238,636,369,00 2,796,526,52
(1) The coupon is six monthly, floating rate. The amount indicated relates to the coupon payable at the end of April 2012.
In May 2010, Banco di San Giorgio and Banca Popolare di Ancona also joined the covered bond
programme, with the transfer of assets in the third transfer operation in which those originator banks
already participating in the programme were also involved. Total assets of €2.7 billion were
transferred with that operation performed on 1 st May 2010.
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