UBI Banca’s Obbligazioni Bancarie Garantite Programme · 2019-11-21 · UBI Banca’s Obbligazioni Bancarie Garantite Programme Investor Presentation November/December 2009 “This

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.”

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 andshould 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summary of the terms and conditions of the securities/transaction/structure described herein and may beamended, superseded or replaced by subsequent summaries.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 bindingtransaction 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 priorwritten consent of UBI. No representation or warranty, express or implied, can be given with respect to the accuracy, completeness, sufficiency or usefulness of the information, or that any futureoffer of securities or instruments will conform to the terms hereof. Any such offer would be made pursuant to a definitive prospectus prepared by UBI (the “Prospectus") which would containmaterial information not contained herein and to which you are referred. In the event of any such offering, these materials and any information herein shall be deemed superseded and replaced intheir entirety by such Prospectus.This document is not for distribution in, nor does it constitute an offer of securities in, the United States, Canada, Australia, Japan or any other jurisdiction. Neither the presentation nor any copy ofit may be taken or transmitted into the United States, its territories or possessions, or distributed, directly or indirectly, in the United States, its territories or possessions or to any US person asdefined in Regulation S under the US Securities Act 1933, as amended (the “Securities Act”). Any failure to comply with this restriction may constitute a violation of United States securities law.Accordingly, each person viewing this document will be deemed to have represented that it is not a U.S. person within the meaning of Reg S of the Securities Act. Securities may not be offered orsold in the United States absent registration or an exemption from registration. UBI has not registered and does not intend to register any securities that may be described herein in the UnitedStates or to conduct a public offering of any securities in the United States.This document shall not constitute an underwriting commitment, an offer of financing, an offer to sell, or the solicitation of an offer to buy any securities or instrument described herein or toparticipate in any particular trading strategy. UBI (and its associated and affiliated companies) disclaims any and all liability relating to these materials and all information herein including withoutlimitation any express or implied representations or warranties for, statements (including any forward-looking statements) contained in, and omissions from, the information herein for any losseshowsoever arising from, related to or in connection with the use of or reliance on anything contained in this document.The communication of this document as a financial promotion is only being made to those persons falling within Article 12, Article 19(5) or Article 49 of the Financial Services and Markets Act 2000(Financial Promotion) Order 2005, or to other persons to whom this document may otherwise be distributed without contravention of section 21 of the Financial Services and Markets Act 2000, orany person to whom it may otherwise lawfully be made. This communication is being directed only at persons having professional experience in matters relating to investments and any investmentor investment activity to which this communication relates will be engaged in only with such persons. This document is not intended for distribution to and must not be passed on to any retail client.NO ACTION HAS BEEN MADE OR WILL BE TAKEN THAT WOULD PERMIT A PUBLIC OFFERING OF ANY SECURITIES DESCRIBED HEREIN IN ANY JURISDICTION IN WHICH ACTION

Disclaimer

2

NO ACTION HAS BEEN MADE OR WILL BE TAKEN THAT WOULD PERMIT A PUBLIC OFFERING OF ANY SECURITIES DESCRIBED HEREIN IN ANY JURISDICTION IN WHICH ACTIONFOR THAT PURPOSE IS REQUIRED. NO OFFERS, SALES, RESALES OR DELIVERY OF ANY SECURITIES DESCRIBED HEREIN OR DISTRIBUTION OF ANY OFFERING MATERIALRELATING TO ANY SUCH SECURITIES MAY BE MADE IN OR FROM ANY JURISDICTION EXCEPT IN CIRCUMSTANCES WHICH WILL RESULT IN COMPLIANCE WITH ANY APPLICABLELAWS AND REGULATIONS AND WHICH WILL NOT IMPOSE ANY OBLIGATION ON BARCLAYS OR ANY OF ITS AFFILIATES.THIS DOCUMENT DOES NOT DISCLOSE ALL THE RISKS AND OTHER SIGNIFICANT ISSUES RELATED TO AN INVESTMENT IN THE SECURITIES/TRANSACTION. PRIOR TOTRANSNVTING, POTENTIAL INVESTORS SHOULD ENSURE THAT THEY FULLY UNDERSTAND THE TERMS OF THE SECURITIES/TRANSACTION AND ANY APPLICABLE RISKS. THISDOCUMENT IS NOT A PROSPECTUS FOR ANY SECURITIES DESCRIBED HEREIN. INVESTORS SHOULD ONLY SUBSCRIBE FOR ANY TRANSFERABLE SECURITIES DESCRIBEDHEREIN ON THE BASIS OF INFORMATION IN THE RELEVANT PROSPECTUS (WHICH HAS BEEN OR WILL BE PUBLISHED AND MAY BE OBTAINED FROM BARCLAYS), AND NOT ONTHE BASIS OF ANY INFORMATION PROVIDED HEREIN.Barclays Capital, the investment banking division of Barclays Bank PLC, in its role as Arranger, and the Dealers have not separately verified the information contained in this presentation. None ofthe Dealers (Deutsche Bank, Natixis and Société Générale) or the Arranger makes any representation, express or implied, or accepts any responsibility, with respect to the accuracy orcompleteness of any of the information in this presentation.UBI and its respective agents or representatives makes no representation, express or implied, as to the accuracy, completeness, sufficiency or usefulness of the information or regarding theaccuracy of the assumptions or the appropriateness of the parameters used in the calculation of any projections or estimates set out herein or completeness of that information or for informationwhich is contained in this document and which is stated to have been obtained from or is based upon trade and statistical services or other third party sources. Any data on past performance,modelling, back-testing, contained herein or projections or other estimates (which are forward-looking statements) are based upon certain assumptions and are preliminary in nature and are noindication as to future performance. No representation is made as to the reasonableness of the assumptions made within or the accuracy or completeness of any modelling, back-testing,projections or estimates. All opinions and estimates are given as of the date hereof and are inherently subject to change without notice and may be, or may with the passage of time becomeoutdated. UBI does not undertake to update or to notify you of any changes to the information herein. actual events may differ from those assumed and changes to any assumptions may have amaterial impact on any projections or other estimates. Other events not taken into account may occur and may significantly affect the analysis. There can be no assurance that estimatedprojections can be realised or that actual results will not be materially lower than those estimated herein. Such estimated results and projections should be viewed as hypothetical. You shouldconduct your own analysis, using such assumptions as you deem appropriate, and should fully consider other available information. The value of any investment may fluctuate as a result of marketchanges. The information in this document is not intended to predict actual results and no assurances, representations or warranties are given with respect thereto.


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

Table of Contents

3

Appendix:

1. Italian OBG Law vs. the European Covered Bond Framework2. Overview of Banca Popolare di Bergamo, Banco di Brescia and Banca Regionale Europea3. Case Study: UBI Banca’s First Jumbo Issue



4



Executive Summary

� Sound capital ratios.� Low leverage of balance sheet and sound liquidity position.� 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.� High home possession rate of Italian households.� Increase in property values lower than in other countries.

UBI Banca

Italian MortgageMarket

5

� Increase in property values lower than in other countries.

� Italian legislative covered bond: Obbligazioni Bancarie Garantite (“OBG”).� 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 banks.� Eligible mortgage loans, as per Italian mortgage OBG Law.� 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).

Collateral Characteristics

OBG Programme



6



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

Source: 9M09 Reports Source: 9M09 Reports

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

UBI Banca and its Peers

958

632

58

219

122

5th

124*44

566

378

43 32

146

85*97

4th

7

No. Domestic Branches as at 30 th Sept 2009

Source: 9M09 Reports Source: Italian Stock Exchange

Market Capitalization as at 19 th Nov 2009 (EUR bn)

* Excluding Italease If Italease is included, Total assets € 139bn, Customer loans € 101bn, Branches 2.291. BANCA Italease had a market cap as at 19.11.2009 of € 0.3bn

6.090

4.776

1.945

1.282795

3.109

2.252*

5th

40,237,7

2,5

6,83,8*

6,5

4th

2,2


� Unione di Banche Italiane Scpa (“UBI Banca”) was formed following the merger of the skills and experience of theBPU 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 localcommunities to the significant reality of today.

Birth of the Banca Mutua Popolare

della Città e Provincia di Bergamo ,

subsequently renamed Banca

Popolare di Bergamo (BPB)

1869

Birth of the Società per la Stagionatura e l’Assaggio delle Sete ed Affini subsequently

renamed Banca Popolare

Merger of BPB and Credito

Varesino (BPB-CV)

1992

Acquisition of Banca Popolare di Ancona (BPA) by BPB-CV. Birth of

the BPB-CV Group1996

Acquisition of Centrobanca by BPB-CV, Birth of

Banca 24-72000

Acquisition of Banca Carime

by BPCI2001

Birth of the BPU Banca Group from the integration of

BPB-CV and BPCI2003

1st April 2007Birth of UBI

Banca following the merger of

the BPU Banca Group and the

Banca

History of UBI Banca

8

1888Birth of the Banca

San Paolo di Brescia (BSPB)

1883Birth of the

Credito Agrario Bresciano (CAB)

1963BSPB acquires Banca di Valle

Camonica (BVC)

1992CAB acquires Banco di San Giorgio (BSG)

1998Merger of CAB and

BSPB with the creation of Banca

Lombarda as parent company and

contribution of branch network of CAB and BSPB to Banco di

Brescia

2000Acquisition of Banca

Regionale Europea* by Banca Lombarda. The Group takes the name of Banca Lombarda e

Piemontese Group

1869Popolare

Commercio e Industria (BPCI)

1888

19921996

Banca Lombarda e Piemontese

Group

*Banca Regionale Europea was created in 1994 following the merger between Cassa di Risparmio di Cuneo and Banca del Monte di Lombardia


� 1st Italian cooperative banking Group by market capitalization (EUR 6,5bn**).

� 5th largest Italian bank by total assets (EUR 122bn).

� 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 CentralItaly 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(118bp).

Strong competitive positioning

Introduction to the UBI Banca Group*: Predominant Retail Bu siness andStrong Northern Italian Franchise (1/3)

9

(118bp).

� 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 internationalfinancial markets (15.4%).

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

- Low leverage of balance sheet.

- No exposure to subprime mortgages and related instruments.

* Figures as at 30 September ‘09 unless otherwise stated**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


� Approx. 4 million clients, mainly retail**.

� 1,945 branches in Italy and 10 abroad.

� National market share of 5.7% in terms ofbranches.

� 896 branches in Lombardy with a market share interms of branches of 13.3%, and 224 branches inPiedmont with a market share in terms of

Extensive regional coverage and strong customer base


Molise (6)

Lombardy (896)

Trentino Alto Adige (2)

Valle d’Aosta (1)

Friuli Venezia Giulia (12)

Veneto (44)

Emilia Romagna (54)

Marche (111)

Umbria (22)Abruzzo (18)

Latium (121)

Tuscany (8)Liguria (59)

Piedmont (224)

10

Piedmont with a market share in terms ofbranches of 8.2%.

� Market share greater than 10% in 17 Italianprovinces.

� High concentration of branches in key provinceslike Milan (over 9% of market share) and Rome(approx. 4% of market share).

* 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, and approx. 62.000 Private Banking customers.

Molise (6)

Basilicata (36)

Mkt Share >= 15%5% <= Mkt Share < 15%2% <= Mkt Share < 5%

Market share < 2%

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

Campania (98)

Sardinia (1)

Calabria (115)

Apulia (117)


� Listed co-operative Bank – Dual governance system.

� 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 supplyof support services.

- Nine network banks and several highly specialized product companies, offering a widerange 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.

UBI Banca


11

� 639,145,902 shares of a nominal value of EUR 2.50 each.

� Approx. 152,000 shareholders, of which 85,700 voting shareholders.

� Over 30% of the capital held by institutional investors, mainly in the USA, UK, Italy and rest ofEurope.

� Stock currently covered by 25 brokers (17 international brokers and 8 Italian brokers).

� Strong orientation to the market.

Capital and Shareholders

- Optimizing the distribution power of the network banks.

- Creating value from product factories.

* Figures as at 30 Sept ‘09 unless otherwise stated


STANDARD & POOR’S

Long-term debt and deposit A1rating

Short-term debt and deposit Prime-1rating

Bank financial strength rating C

Outlook (deposit rating) Stable

Outlook (bank financial Negativestrength rating)

MOODY’S

Short-term issuer default rating F1

Long-term issuer default rating A+

Bank individual rating B/C

Support rating 2

Support rating floor BBB

Outlook for long-term issuer Stabledefault rating

FITCH RATINGS

Short-term counterparty A-1credit rating

Long-term counterparty Acredit rating

Outlook Stable

Ratings on issues Ratings on issues Ratings on issues

Solid Ratings

12

Senior unsecured debt A+

Upper/lower Tier II subord. A

Preference shares (ex BPCI) A

Tier III subordinated A-

Euro comm. paper programme F1

Covered bond issue AAA

Senior unsecured debt A

Subordinated debt A-

Preference shares BBB

Tier III subordinated debt BBB+

French Certificats de Dépôt A-1Programme

Senior unsecured LT A1

Senior unsecured ST P-1

Upper/Lower Tier II subord. A2

Tier III subordinated A2

Preference shares A3

Euro comm. paper programme Prime-1

French Certificats de Dépôt Prime-1Programme

Covered bond issue Aaa


9 NETWORK BANKS MAIN PRODUCT COMPANIES

UBI Banca provides management, co-ordination, contr ol and supply of centralized services to the network b anks

294 branches

372 branches

359 branches

100.00%

100.00%

59.95%(1)

The Group Structure

UBI Pramerica (partnership with Prudential US)ASSET MANAGEMENT

B@nca 24-7CONSUMER CREDIT

CentrobancaCORPORATE BANKING

13

36 branches900 financial

advisors

53 branches

59 branches

293 branches

255 branches

212 branches83.36% (2)

100.00%

99.33%(3)

85.83%(4)

82.96%(5)

92.78%(6)

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 the remaining by minority shareholders; (5) and (6): the remaining part held by minority shareholders. Data as at 30 September ‘09

UBI LeasingLEASING

UBI Assicurazioni (partnership with BNP Paribas/Fortis announced in Sept)

NON-LIFE BANCASSURANCE

UBI FactorFACTORING

Aviva Vita (Partnership with Aviva)Lombarda Vita (Partnership with Cattolica)LIFE BANCASSURANCE

IW Bank (listed company)ON LINE TRADING


€ mn30 Sept 09

A30 Sept 08

B% Changes

A/B31 Dec 08

C31 Dec 07

D% Changes

C/D

Direct funding from customers 95.547 94.294 1,3% 97.591 90.346 8,0%

96.555 98.020 -1,5% 96.368 92.973 3,7%Small businesses

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%

€ mn30 Sept 09

A30 Sept 08

B% Changes

A/B31 Dec 08

C31 Dec 07

D% Changes

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

Loans to customers

Indirect funding

Recent Financial Results as at 30 September 2009

14

Cost of credit: 82 bp vs 118 bp average of the six major Italian Banking groups(UCI, ISP, BPM, BMPS, BP, BPER)

Dividends and similar income 10 70 -86,1% 71 84 nsResult from finance 93 (50) ns (242) 102 ns

2.947 3.229 8,7% 4.090 4.439 -7,9%

(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%

Other administrative expenses (558) (537) 3,9% (749) (765) -2,0%

D&A (174) (200) -13,4% (278) (245) 13,5%

Net operating income 1.097 1.301 -15,7% 1.478 1.890 -21,8%

Net impairment losses on loans (593) (256) 131,6% (566) (343) 65,1%Net impairment losses on other assets / liabilities (36) 6 ns (511) (29) nsProfit 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) nsIntegration costs net of taxes (15) (45) ns (67) (167) ns

187 620 -69,8% 69 941 -92,7%Profit for the period attributable to Parent bank

Operating income

Operating costs


Strong Capital Ratios, Increasing Compared to Decem ber 2008

30 Sept 09 30 Sept 08 31 Dec 08 31 Dec 07

7,33% 7,02%* 7,09% 6,86%**

7,86% 7,59%* 7,73% 7,44%**

11,76% 10,33%* 11,08% 10,22%**

Core Tier 1 Ratio

Total Capital Ratio

Tier 1 RatioPotential additional capital buffers:� EUR 640 mn Convertible bond maturing 2013.� Approx. EUR 400 mn Warrants convertible in 2011.

Includes at Sept 2009 an hypothesis of

dividend

* Data as at 30 June ’08** Basel 1 – Starting from 30 June ‘08, capital ratios under Basel II Standardised Method

15

Tangible equity = Share Capital + Share premiums + Reserves + Minority interests + Net profit for the period – GoodwillTangible assets = Total assets – goodwill

Low Leverage of Balance Sheet

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%

convertible in 2011.� Adoption of Basel II Advanced methodology vs Basel II Standardised currently in use.


� Low concentration of loans (fractioned and diversified lendingpolicy):

% of total loans

– largest 10 customers 4.0%



Composition by type of lending of the consolidated portfolio

14,0%

49,0%6,7%

8,8%

2,1%

18,8%

Current account overdraft

Mortgage loans and other medium-long term financingCredit cards, personal loans and salary backed loansLeasing

Factoring

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

A Diversified and Secure Loan Portfolio (figures as at 30 September 2009)

16

* Others: includes the market shares of Basilicata, Friuli Venezia Giulia, Molise, Tuscany and Valle d’Aosta

Geographical breakdown ( as at 30 June 2009) Credit Quality

96,73%

1,23%

0,39%

1,74%

0,27%

Performing Loans

Non Performing LoansRestructured Loans

Impaired Loans

Past Due Loans

69,05%

6,58%

5,03%

4,10%

3,02%

2,15%2,09%2,06%

1,85%1,63%

0,65% 0,63% 1,16% LombardyPiedmont

LatiumMarcheLiguriaCampania

Emilia RomagnaPugliaCalabria

Veneto

UmbriaAbruzzoOthers


The Funding Mix

Funding Strategy Composition of consolidated direct funding

� UBI Banca benefits from a stable source of funding through itsdomestic retail network

� Securities in issue as at 30th September 2009 amount to EUR44,2bn (46.2% of total funding):

Funding from Institutional customers: diversification of instruments by maturity as per Group’s ALM policy:

- Short term (up to one year maturity): EUR 2bn ECPand French CD s.

- Medium term (average 5-7 years maturity): EUR 11,2bn EMTN (EUR 3.1bn issued vs EUR 3,9bn matured since December ’08).

- Long term : EUR 1bn Covered Bond notes due 2016 issued in 3Q09.

bln€ 30 Sept 08 % 30 Sept 09 % Changes YoY 31 Dec 08

Due to customers 50,5 53,5% 51,4 53,8% 1,8% 54,2 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

43,8 46,5% 44,2 46,2% 0,8% 43,4 of which Network banks 18,9 20,0% 19,6 20,5% 3,9% 19,9

Covered Bonds - - 1,0 1,0% n.s. -

EMTN 12,8 13,6% 11,2 11,7% -11,3% 12,2

CD and ECP 2,0 2,1% 2,0 2,1% 0,3% 1,3

Preferred shared 0,6 0,6% 0,5 0,5% -20,4% 0,6

94,3 100,0% 95,5 100,0% 1,3% 97,6

Securities in issue

Total

17

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

Breakdown as at 19 November 2009** including repurchase agreements with Cassa di Compensazione e Garanzia

0,35 0,29 0,2

0,35

1,00

2,41 3,07

1,00

1,96

0,10 0,03

2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020

Senior

Upper Tier 2

Lower Tier 2 (at the first call date)

€ bln

CB, EMTN, CDs, ECP and pref .shares:

34,0%Other issues

placed on ordinary

customer base: 67,8%



18



� The Italian mortgage market remains amongst the smallestin the Europe Area:

– The ratio of residential mortgages to GDP amounts toonly 16.8% (EA 12: 48.9%) in 2008.

� The limited size of the Italian mortgage market reflects thegenerally low tendency of households to incur debt:

– Households’ indebtedness remains much lower thaninternational standards.

� Growth prospects in the mortgage market might well belimited , as the home possession rate amounts to arelatively high level of circa 75% of all Italian households,thereby putting Italy among the countries with the highestowner-occupier ratio in Europe, according to Bank of Italy andISTAT data.

Residential Mortgages - Stock (EUR bn)(as at 30 Oct 2009)

Indebtedness of Italian Households

19

Stock of Household Residential Mortgages /GDP(as at 31 Dec 2008)

Source: ECB

Market Share in European Residential Mortgages Stoc ks(EA=100%)


Change (%) in the Stock of Residential Household Mortgages *

� Italian growth in the stock of residential mortgages hasdecelerated since the end of 2005 :

– In the past the increase in interest rates was themain cause of the slowdown in mortgage growth inItaly.

– Starting from June 2008, the deceleration was due tothe economic recession and the weakness ofconsumer spending .

– In October 2009, a significant annual increase in thestock of residential mortgages was observed. The yearon year growth is probably related to the very lowinterest rate levels.

� Over the last decade, the stock of Italian residentialhousehold mortgages has grown without significant volatility.

Growth Trends for Residential Mortgages

20

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

47.50%

26.90%

8.60%

17.00% First Home

Replacement

Second Home

Investment

*Source: ECB**Source: Bank of Italy - Base Informativa Pubblica***Source: Nomisma - “II Rapporto 2009, Osservatorio sul mercato immobiliare”

(A): New mortgages granted in 1H2009 annualised

Residential mortgages disbursement (in €bn – Left)

Mortgages interest rates (new loans – Right)


Housing Price Indexes (% change Q/Q)*

Evolution in the Italian Property Prices

-8

-6

-4

-2

0

2

4

6

8

10

12

97 98 99 00 01 02 03 04 05 06 07 08

(%)

Italy France Ireland NL Portugal Spain UK

� Since the late 90’s, property prices in the Italian markethave increased constantly but without any significantvolatility .

� Since 2004 there have been some signs of decelerationin the dynamic of prices per square meter. According toNomisma forecasts, 2009 will close with a slight decreaseof -4.1% in residential property prices. In detail, thereduction in prices in 2H2009 compared to 1H2009 isestimated of -1.6%, a lower decrease than that recorded inthe previous period (-2.5% 1H2009 vs 2H2008).

� The hypothesis of a strong devaluation of residentialproperties seems unlikely according the majority of sector

21

-8

*Source: Barclays Capital Research**Source:Nomisma

operators for the following reasons:

– Firstly, although there has been a significantincrease in property values in Italy since 1997, it isamong the lowest in the international context andthis would seem to exclude the existence of pricesartificially inflated by speculation.

– Secondly there is no excess of supply overdemand in Italy partly because of the scarcity ofpublic sector social housing.

– The actual low level of interest rates shouldencourage house purchases through the stipulationof a mortgage.

% change in housing prices

(1997 - 1st half 2009)

Ireland 182%

Spain 175%

Great Britain 158%

Sweden 136%

France 133%

Denmark 103%

Italy 101%

Netherland 78%

USA 54%


Forecast – Loans

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

Total lending to families

Residential mortgages to families

22

Source: Prometeia

� In the first few months of 2008 there was a significant slowdown in the trend for the stock of homemortgages , worsened by liquidity tensions which affected interbank markets following the subprime crisis. Duringthe first ten months of 2009 the residential mortgage stock increased significantly probably in relation to low interestrates.

� According to the Prometeia forecast, residential mortgages and total lending to families for Italian banks shouldincrease in the coming years at a moderate rate of 3% to 4%.



23



Origination and Underwriting

Sales Force

� 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

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 acentralized underwriting group.

� The authority to approve a mortgage loan depends on the amounts requested. Approval authorisationpowers are granted to origination units at various levels. These authorisations differ according to thenetwork bank and take into account: counterparty rating, customer limit, banking group limit (maximumlimit 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

24

Property Valuation

� Use of bespoke internal behavioural rating model used for borrower assessment as part of theunderwriting criteria.

� 100% of mortgaged properties are assessed – no automated property value approval criteria is accepted.

� A full appraisal of the property is conducted by qualified external appraisers – in some cases a 4-eyeapproach 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 mortgageportfolio.

� 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.

Servicing


Key Lending Criteria (1/2)

� Loan Purpose : Mortgage loans may be granted to private individuals for the purchase, construction or renovation ofresidential 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. FromSeptember 2007 until January 2009 the maximum age of a borrower at maturity was 75 years, however the age limitcould have been increased to 80 years when certain parameters were met, for example LTV, rating, and presence ofa 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 fixedrate 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 costsmust be equal to or greater than the instalment amount.

25

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 financialparameters 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 theloan.


� LTV: Determination of the amount of the loan that may be granted in view, amongst other things, of the value of theproperty 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 “Frenchamortisation method”.

Key Lending Criteria (2/2)

26


Normal Servicing1 – 180 days in

arrears180 days in arrears 180 days and more

� Performed at the branch level and partially at the network bank levels.

� Most payments are collected via a direct debit procedure.

� IT procedures automatically create a reminder letter after the 1st instalment is unpaid.

� Branches contact the client requesting payments to be made.

� Loan is automatically classified as 180 d.p.d., the non Performing Loans Units of each network bank are responsible for collecting the unpaid amounts until the loans

� When loans are classified as “incaglio” or “sofferenza”, they are managed centrally by the Debt Collection Area of UBI Banca.

� UBI Banca’s policy is to

Servicing and Arrears Management Process

27

debit procedure. payments to be made.

� The above procedures are repeated until the instalments are fully paid.

amounts until the loans are classified as “incaglio” or as “sofferenza”.

� UBI Banca’s policy is to make every effort to come to an out – of court settlement.

Should this not be achievable foreclosure action is taken.



28



Bank of Italy Requirements and UBI Banca’s Position ing

� 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 andTier 1 ratios:

Total Capital Ratio (TCR) ≥ 11%

Tier 1 Ratio (T1R) ≥ 7%

10% ≤ TCR < 11%

No limitsUBI Banca’s Ratios*:

Tier 1: 7.86%Total Capital: 11.76%

29

10% ≤ TCR < 11%

T1R ≥ 6.5%

9% ≤ TCR < 10%

T1R ≥ 6%

Up to 60% of the available eligible assets

Up to 25% of the available eligible assets

Data as at 30 September ‘09


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

Sellers:

Banca Regionale Europea S.p.A.; Banco di Brescia S.p.A.; Banca Popolare di Bergamo S.p.A.; BancaPopolare Commercio e Industria S.p.A.; Banca Carime S.p.A.; Banca di Valle Camonica S.p.A.; Bancadi San Giorgio S.p.A.; Banca 24@7 S.p.A.; Banca Popolare di Ancona S.p.A.; UBI Banca PrivateInvestment S.p.A.

Programme Size: EUR 10 billion.

Guarantor:UBI Finance S.r.l. a bankruptcy remote, special purpose entity which benefits of segregations principalswell 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).

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

Summary of the UBI Banca’s OBG Programme

30

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.

Dealers:Barclays Capital, Calyon, Deutsche Bank, Dresdner, DZ Bank, ING, LBW, Natixis, Nomura, SociétéGénérale Corporate & investment Banking, UBS.

Asset Monitor:Mazars. Independent accounting firm to confirm compliance with the statutory test on a quarterly basisand to report to Bank of Italy on an annual basis.

Governing Law: Italian.

Representative of CB Holders: Bank of New York Mellon.


UBI OBG Programme Structure

Repayment of Subordinated loan

Subordinated loan

Euribor + Margin

Cover PoolRevenues

Supervision

UBI Finance SRLGuarantor

Transfers of Assets

Covered Bond Swap Provider

SellersBS, BRE,

Liability Swap

Bank of Italy

Purchase price

� The Sellers transfer their respective portfolios ofmortgage loans to a Law 130/99 guarantor,whose sole corporate purpose is to purchasethese assets and to grant a guarantee for OBGissued by UBI Banca.

� The guarantor funds each asset portfoliopurchase of the assets by means of asubordinated loan granted to it by each Seller.

� UBI Banca issues OBG which are supported bya first demand, unconditional and irrevocableguarantee issued by the guarantor for theexclusive benefit of the holders of the OBG andthe secured counterparties involved.

� The guarantee is collateralised by theentire cover pool held by the guarantor.

SellersBS, BRE,

BPB

Asset Swap ProvidersBBS, BRE,

BPB

31

Proceeds OBG

Repayment of Intercompanyloan

Intercompany loan

Gua

rant

ee

Investors

BS, BRE,BPB

Asset Monitor

entire cover pool held by the guarantor.� There will be three balance guaranteed swaps

(Asset Swaps) between each seller and theGuarantor which will pay the interest earned onthe portfolio and each seller will pay 1M Euriborplus 100 bps.

� The covered bond swaps (Liability Swap)between an eligible institution and the guarantorwill swap the floating rate into the fixed couponrate due to the CB holders.

� The master servicer will be UBI Banca whileeach Seller will act as sub-servicer.

Issuer


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, cover ed bonds are required to satisfy the Eurosystem's e ligible collateral criteria. Under such criteria, covered b onds (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

32

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 rating of AA or equivalent by at least one of the major rating agencies (Fitch, Moody's, S&P or DBRS) and in any case not lower than BBB-;

UBI Banca’s OBG have an expected rating of Triple -A by Moody’s and Fitch.

UCITS Compliant UCITS Directive-compliant or "comply with similar safeguards for non-UCITS Directive-compliant covered bonds";

OBG will be issued directly by UBI Banca and are UCITS compliant.

Volume of Issuance Issued in a minimum amount (volume) of EUR 100 million and, "as a rule", an issuing volume of EUR 500 million or more;

UBI Banca’s second issuance will be jumbo size.

Collateral To be backed by underlying assets that include exposure to "private and/or public entities”.

UBI Banca’s OBG will be backed by prime Italian residential mortgages.



33



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 EURAggregate current Principal Outstanding Balance 3,711,663,578.19Aggregate original Principal Outstanding Balance 5,068,760,161.35Average current Principal Outstanding Balance 72,015.20Average original Principal Outstanding Balance 98,346.14Maximum current Principal Outstanding Balance 3,000,000.00Maximum original Principal Outstanding Balance 3,000,000.00Total number of Loans 51,540Weighted average seasoning (months) 57.25Weighted average remaining maturity (months) 190.04Weighted average remaining maturity (years) 15.84Weighted average original term (months) 247.25Weighted average original term (years) 20.60

34

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

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%

Weighted average original term (years) 20.60Weighted average Current LTV (%) 44.13Weighted average Original LTV (%) 57.46Weighted average interest rate (%) 2.86Current Principal of Perform. Loans - Bucket 0 (%) 99.60Current Principal of Perform. Loans - Bucket 1 (%) 0.08Current Principal of Perform. Loans - Bucket 2-6 (%) 0.17% of Floating Rate Assets 97.88% of Fixed Rate Assets 2.12Collateral Currency EUR


Cover Pool Analysis (1/3)

Breakdown by Current Outstanding Amount Breakdown by Loan Seasoning

9.1%

26.8%

19.3%

25.0%

10.1%

4.0%

4.3%

1.3%

0% 5% 10% 15% 20% 25% 30%

0 - 37,500

37,501 - 75,001,000

75,001,001 - 100,001,000

100,001,001 - 150,001,000

150,001,001 - 200,001,000

200,001,001 - 250,001,000

250,001,001 - 500,001,000

500,001,001 - 3,000,000

Cur

rent

Bal

ance

(€)

0

2,000

4,000

6,000

8,000

10,000

12,000

14,000

16,000

0 - 12 12 - 24 24 - 48 48 - 72 72 - 96 96 - 208

Year

Num

ber

of L

oans

0%

5%

10%

15%

20%

25%

30%

35%

% C

urre

nt B

alan

ce

% Current BalanceNumber of Loans

35


Breakdown by Remaining Term to Maturity Loan Purpose Breakdown by Current Balance

* Construction Loans are completed and fully disbursed loans

Purchase74.96%

Restructuring0.11%

Construction10.89%

Other14.04%

0

2,000

4,000

6,000

8,000

10,000

12,000

14,000

16,000

0 - 5 5 - 10 10 - 15 15 - 20 20 - 25 25 - 30 30 - 35 35 - 50

Year

Num

ber

of L

oans

0%

5%

10%

15%

20%

25%

30%

% C

urre

nt B

alan

ce

% Current BalanceNumber of Loans



Geographical Distribution

Geographical Distribution Number of

Loans % Current Balance % Molise 1 0.00% 13,175 0.00%Marche 4 0.01% 225,902 0.01%Calabria 16 0.03% 902,116 0.02%Puglia 23 0.04% 1,067,813 0.03%Abruzzo 14 0.03% 1,086,517 0.03%Umbria 22 0.04% 1,284,986 0.03%Sicilia 36 0.07% 1,949,151 0.05%Valle D'Aosta 30 0.06% 2,264,313 0.06%Trentino Alto Adige 40 0.08% 2,958,748 0.08%Sardegna 58 0.11% 3,541,116 0.10%0.13%

0.10%

0.08%

0.05%

0.03%

0.03%

0.03%

0.02%

0.01%0.00%

0.06%

Campania

Sardegna

Trentino Alto Adige

Valle D'Aosta

Sicilia

Umbria

Abruzzo

Puglia

Calabria

Marche

Molise

36


Sardegna 58 0.11% 3,541,116 0.10%Campania 89 0.17% 4,963,455 0.13%Toscana 69 0.13% 6,070,561 0.16%Emilia Romagna 365 0.71% 28,043,387 0.76%Liguria 303 0.59% 28,466,789 0.77%Friuli Venezia Giulia 694 1.35% 54,167,559 1.46%Veneto 1,506 2.92% 128,759,402 3.47%Lazio 3,358 6.52% 265,984,928 7.17%Piemonte 6,794 13.18% 457,992,903 12.34%Lombardia 38,118 73.96% 2,721,920,758 73.33%

51,540 100.00% 3,711,663,578 100.00%

12.34%

3.47%

0.13%

73.33%

7.17%

1.46%

0.77%

0.76%

0.16%

0% 10% 20% 30% 40% 50% 60% 70% 80%

Lombardia

Piemonte

Lazio

Veneto

Friuli Venezia Giulia

Liguria

Emilia Romagna

Toscana

Campania



Original LTV Distribution (as% of Current Balance)

3.6%

6.7%

10.6%

14.9%

15.1%

15.7%

27.7%

5.7%

0% - 20%

20% - 30%

30% - 40%

40% - 50%

50% - 60%

60% - 70%

70% - 80%

81%+

Cur

rent

Bal

ance

(€)

Current LTV Distribution (as% of Current Balance)

13.8%

14.5%

16.0%

16.0%

14.1%

12.2%

13.5%

0% 5% 10% 15% 20%

0% - 20%

20% - 30%

30% - 40%

40% - 50%

50% - 60%

60% - 70%

70% - 80%

Cur

rent

Bal

ance

(€)

37

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

0% 5% 10% 15% 20% 25% 30% 0% 5% 10% 15% 20%

Current LTV Distribution

Current Loan Amount/Current Valuation

Number of 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%


Appendix 1.

38

Italian OBG Law vs. the European Covered Bond Framework


Italian Covered Bond Legal Framework (1/2)

Name of the instrument (s): Obbligazioni Bancarie Garantite.

Legislation:Law 80 of 14 may 2005, amending Article 7-bis & 7-ter of law 130/1999, Ministry of Economy &Finance regulation 310 dated 14 December 2006 and Bank of Italy instructions issued on 17 may2006.

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 mortgages:

No.

39

mortgages:No.

Geographical scope for public assets:

EEA states and Switzerland, subject to a maximum risk weighting of 20% and up to 10% of the coverpool.

Non-EEA states or local authorities subject to a maximum risk weighting of 20%.

Geographical scope for mortgage assets:

EEA and Switzerland.

LTV barrier residential: 80%.

LTV barrier commercial: 60%.

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

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

Special Supervision: Bank of Italy.

Source: Barclays Capital Research


Italian Covered Bond Legal Framework (2/2)

Protection against mismatching:

The nominal value of the cover pool assets must at all times be at least equal to the nominal value ofthe OBG outstanding. The net present value (NPV) of the covered pool must be at least equal to thenet present value of the OBG issued. Furthermore, the cover pool assets need to accrue sufficientinterest 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 protected:

Yes.

Bankruptcy remoteness of the issuer:

No, but all assets are ring-fenced within a specially separated entity.

Outstanding OBG to regulatory Depending on Tier 1 and total capital ratios. There is no limit as long as the respective bank maintains

40

Outstanding OBG to regulatory capital:

Depending on Tier 1 and total capital ratios. There is no limit as long as the respective bank maintainsa total capital ratio above 11% and a tier 1 ratio above 7%.

1st claim in the event of insolvency:All payments are received from the special entity's assets. These payments are expected to becollected in a separate account. Investors continue to receive scheduled payments, as if the issuer hadnot defaulted.

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

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

Compliance with CRD: Yes.



European Overview on Covered Bond Framework

Name of debt Instrument

Special Banking Principle

SupervisionSubstitute Collateral

Protection Against Mismatching

Mandatory over-

collateralisation

Voluntary over-collateralisation

is protected

Fulfills UCITS 22(4)

ItalyObbligazioni bancarie

garantite (OBG)No Bank of Italy Up to 15%

Net-present value cover required

No Yes Yes

GermanyHypothekenpfand-briefe, Öffentliche Pfandbriefe,

SchiffspfandbriefeNo

Bundesanstalt für Finanz-

dienstleistungsaufsicht and independent

trustee

Up to 10% Net-present value cover required 102% Yes Yes

SpainCédulas Hipotecarias (CH)

No Banco de Espana Up to 5% Coverage by nominal value125% (CH)

Yes Yes

Cédulas Territoriales (CT) 143% (CT)

Not compulsory; but all OFs

41


France

Obligations Foncières (OF) YesCommission Bancaire and special supervisor

Up to 15%Not compulsory; but all OFs

benefit from additional contractual features

No Yes Yes

French Structured Covered Bond

NoCommission Bancaire and special supervisor

Up to 15%

Contractual obligation to neutralise interest and currency

risk. Also, downgrade triggers for swap counterparties and different tests to ensure

adequate cash flows

Subject to asset coverage test

Yes T.b.d.

Netherlands Dutch Covered Bonds NoDe Nederlandsche Bank and independent auditor

Up to 10%

Exposure to interest rate and currency risk is neutralised. In

addition, downgrade triggers for swap counterparties, and various tests ensure cash-flow adequacy

Subject to asset coverage test

YesFrom 1 July 2008 onwards

PortugalObrigações Hipotecárias , Obrigações sector público

Optional Banco de Portugal Up to 20%Net-present value cover

required; in addition, limitation of liquidity risk

105% Yes Yes


Appendix 2.

Overview of Banca Popolare di Bergamo, Banco di Brescia and

42

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


Banca Popolare di Bergamo (“BPB”) Overview*

� 372 branches in Italy of which 314 in Lombardy.

� Market share in terms of branches : 4,7% in Lombardy.

� Total assets of EUR 26,3bn, with Loans to customers accounting for EUR 20bn.

� Direct funding of EUR 20,9bn.

� Indirect funding to EUR 21,7bn, of which EUR 10,9bn AUM+Bancassurance and EUR 10,8bn AUC.

� Net profit as at 30 September 2009: EUR 143,4mn.

46

14

31431

3

Branch NetworkStrong Competitive Positioning

43


� 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 30th September 2009, unless otherwise stated


� 359 branches in Italy of which 248 in Lombardy and 54 in Lazio*.

� Market share in terms of branches : 3,7% in Lombardy.

� Total assets of EUR 22bn, with Loans to customers accounting for EUR 14bn.


� Indirect funding to EUR 14,2bn, of which EUR 7,4bn AUM+Bancassurance and EUR 6,8bn AUC.



12

12

54

2481

2

39

Banco di Brescia (“BS”) Overview*

44



� Asset quality: NPLs/net loans 0,88%, cost of credit at 43bp.

� 2,637 employees.

* All data are as at 30th September 2009, unless otherwise stated



1

11

105177

� 294 branches in Italy of which 177 in Piedmont and 105 in Lombardy.

� Market share in terms of branches : 6,5% in Piedmont.

� Total assets of EUR 9,8bn, with Loans to customers accounting for EUR 7,3bn.


� Indirect funding to EUR 9,4bn, of which EUR 5,7bn AUM & Bancassurance and EUR 3,7bn AUC.

Net profit

Banca Regionale Europea (“BRE”) Overview*

45

� Net profit : EUR 50,6mn.


� Asset quality: NPLs/net loans 1,47%, cost of credit 42bp.

� 2,000 employees .

* Data are as at 30th September 2009


Appendix 3.

46

Case Study: UBI Banca’s First Jumbo Issue


� On September 15th, UBI Banca successfully opened the books for its inaugural 7-year OBG benchmark. This is the third coveredbonds issue out of Italy after UniCredit in July 2009 and Banca Popolare di Milano 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 aportfolio 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 frominvestors. The book building process lasted only 30 minutes with total orders amounting to almost Euro 7bn from more than 120Institutional Investors. Books closed at 13.00 GMT and the issue was priced the following day at a final spread of MS+60bps, tighterthan initial guidance.

� In terms of allocation, Germany took 32% followed by Italy 21%, France 13%, UK 11%, the Netherlands 6% and Scandi 5%. AssetManagers 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.

UBI Banca – EUR 1.0 bn OBG due in 2016

UBI Banca – Inaugural Covered Bond Issuance

47

Other, 3.80%Supranational,

5.50%

Pension Funds, 5.80%

Insurance, 8.60%

Central Banks, 13.10%

Bank, 16.90%

Asset Managers, 46.30%

Asset Managers Bank Central BanksInsurance Pension Funds SupranationalOther

Germany/Austria, 33.70%

France, 13.10%

UK, 13.00%

Netherlands, 6.30%

U.S., 4.50%

Scandi, 5.30%

Italy, 21.30%

Other, 1.50%Spain, 1.30%

Germany/Austria Italy FranceUK Netherlands U.S.Scandi Spain Other

Issuer:Unione di Banche Italiane

S.c.p.a.

Guarantor: UBI Finance S.r.l.

Ratings: Aaa (Moody’s) / AAA (Fitch)

Size: EUR 1.0 bn

Coupon: 3.625%

Re-offer spread: MS+60bps

Pricing date: 16 September 2009

Maturity: 23 September 2016

Documentation: Covered Bond Programme

Joint bookrunners:

Barclays / DB / Natixis / SG

Distribution by Region Distribution by Investor Type

1

Documents

UBI Banca’s Obbligazioni Bancarie Garantite Programme · 2019-11-21 · UBI Banca’s Obbligazioni Bancarie Garantite Programme Investor Presentation November/December 2009 “This