The date of this Prospectus is 12 July 2012 PROSPECTUS SME GRECALE S.R.L.

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1 The date of this Prospectus is 12 July 2012 PROSPECTUS SME GRECALE S.R.L. (incorporated with limited liability under the laws of the Republic of Italy) Euro 430,000,000 Class A SME Loan Backed Floating Rate Notes due 31 January 2062 Class A Notes issue price: 100% Euro 409,217,000 Class B SME Loan Backed Floating Rate and Variable Return Notes due 31 January 2062 Class B Notes issue price: 100% For a discussion of certain risks and other factors that should be considered in connection with an investment in the Notes, see the section entitled Risk Factors Arranger J.P. Morgan

2 Notes Class A SME Loan Backed Floating Rate Notes Class B SME Loan Backed Floating Rate and Variable Return Notes SME GRECALE S.R.L. (incorporated with limited liability under the laws of the Republic of Italy) Initial Principal Amount Reference Rate Margin Maturity Date Euro 430,000,000 3-month Euribor 0.35% 31 January 2062 Euro 409,217,000 3-month Euribor N/A 31 January 2062 Expected Ratings (Fitch) * AAAsf with negative outlook * A credit rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time by the assigning rating organisation. For a discussion of certain risks and other factors that should be considered in connection with an investment in the Class A Notes, see section headed Risk Factors. N/A Expected Ratings (DBRS) * AAA(sf) under review with negative implications This prospectus (the Prospectus) has been approved by the Central Bank of Ireland (the Central Bank), as competent authority under the Prospectus Directive 2003/71/EC (as amended as at the date hereof also in accordance with Directive 2010/73/EU) (the Prospectus Directive). The Central Bank only approves this Prospectus as meeting the requirements imposed under Irish and EU law pursuant to the Prospectus Directive. SME Grecale S.r.l. (the Issuer), a limited liability company incorporated under the laws of the Republic of Italy and established as a special purpose vehicle for the purpose of engaging in the issue of loan backed notes in accordance with Law No. 130 of 30 April 1999 (the Securitisation Law), will issue in accordance with the Securitisation Law on or about 13 July 2012 (the Issue Date) the Euro 430,000,000 Class A SME Loan Backed Floating Rate Notes due 31 January 2062 (the Class A Notes) and the Euro 409,217,000 Class B SME Loan Backed Floating Rate and Variable Return Notes due 31 January 2062 (the Class B Notes and, together with the Class A Notes, the Notes). The Class B Notes are not being offered pursuant to this Prospectus. Application has been made to the Irish Stock Exchange (the Irish Stock Exchange) for the Class A Notes to be admitted to the Official List (the Official List) and to trading on its regulated market (the Regulated Market). There can be no assurance that any such listing or admission to trading will be obtained or maintained. No application has been made for admission of the Class B Notes to listing on any stock exchange or to trading on any regulated market. The approval of this Prospectus by the Central Bank relates only to the Class A Notes which are to be admitted to trading on the Regulated Market of the Irish Stock Exchange or other regulated markets for the purposes of Directive 2004/39/EC. This Prospectus constitutes a prospectus issued in compliance with the Prospectus Directive in respect of the Class A Notes, and a Prospetto Informativo for the purposes of Article 2, paragraph 3 of the Securitisation Law in respect of all Notes. The Class A Notes will be issued in denomination of Euro 100, The Class B Notes will be issued in denomination of Euro 1, The Notes will be held in dematerialised form on behalf of the ultimate owners, until redemption or cancellation thereof, by Monte Titoli S.p.A. (Monte Titoli) for the account of the relevant Monte Titoli Account Holders. The expression Monte Titoli Account Holders means any authorised financial intermediary institution entitled to hold accounts on behalf of their customers with Monte Titoli and includes Clearstream Banking S.A. (Clearstream) and Euroclear Bank S.A./N.V. as operator of the Euroclear System (Euroclear). Monte Titoli shall act as depository for Clearstream and Euroclear. Title to the Notes will at all times be evidenced by book-entries in accordance with the provisions of: (i) Article 83-bis of the Legislative Decree No. 58 of 24 February 1998; and (ii) the Regulation jointly issued on 22 February 2008 (the Regulation 22 February 2008) by the Commissione Nazionale per le Società e la Borsa (CONSOB) and Bank of Italy, as amended from time to time. No physical document of title will be issued in respect of the Notes. Each Note will bear interest on its Principal Amount Outstanding (as defined in the terms and conditions of the Notes (the Conditions)) and, in addition, each Class B Note will give the right to payment of the Variable Return (as defined in the Conditions), in each case subject to and in accordance with Condition 6 (Right to Interest), from and including the Issue Date until its due date for redemption as provided in Condition 7 (Redemption, purchase and cancellation). Interest on the Notes and Variable Return on the Class B Notes only will be payable in arrears in Euro by reference to quarterly interest periods (any of such periods, an Interest Period) on the 22 nd of March, June, September and December in each year, subject to the Modified Following Business Day Convention (any of such days, a Payment Date), in each case in accordance with Condition 6 (Right to Interest Right to Interest, Payment Dates and Interest Periods) and subject to the other Conditions, including the limited recourse provisions thereof. The expression Business Day means any day (other than a Saturday or a Sunday) on which the Trans-European Automated Real Time Gross Settlement Express Transfer 2 (TARGET2) System (or any successor thereto) is open for business. Each Interest Period will commence on (and include) a relevant Payment Date and will end on (but exclude) the next succeeding Payment Date. The first Interest Period (the First Interest Period) will commence on (and include) the Issue Date and will end on (but exclude) the Payment Date falling on 22 September 2012 (the First Payment Date). The Notes shall bear interest on the Principal Amount Outstanding at an annual rate (the Interest Rate) equal to the sum of the rate offered in the euro-zone inter-bank market, as determined in accordance with Condition 6 (Right to Interest Interest Rate) for three-month Euro deposit (or, in the case of the first Interest Period, the linear interpolation of the arithmetic mean between 2-month and 3-month Euro deposits), plus, with respect to the Class A Notes only, a marginequal to 0.35% per annum. Variable Return (if any) will become payable on the Class B Notes only subject to and in accordance with the Conditions. All payments of principal and interest on the Notes will be made free and clear of any withholding or deduction for or on account of Italian substitute tax, in accordance with the Italian Legislative Decree No. 239 of 1 April 1996, as amended and supplemented from time to time, and any related regulations, unless the Issuer or any other intermediary that intervenes in the collection of interest on the Notes is required by any applicable law to make such a withholding or deduction for or on account of tax. If any withholding or deduction for or on account of tax is applicable to the Notes, payments of interest on and principal of the Notes will be made subject to such withholding or deduction, without the Issuer or any other person being obliged to pay any additional amounts to any holder of Notes of any Class as a consequence. PROVIDED THAT no Issuer Enforcement Notice (as defined in Condition 11 (Events of Default Issuer Insolvency Events)) has been served and no Issuer Insolvency Event (as defined in Condition 11 (Events of Default Issuer Insolvency Events)) has occurred, the Notes will start to amortise on the First Payment Date. Repayments of principal on the Notes will be effected subject to there being Available Funds and in accordance with the applicable Priority of Payments. Upon the occurrence of certain tax or regulatory events, and subject to certain conditions as set out in Condition 7(c) (Redemption, purchase and cancellation Redemption for Tax or Regulatory Event), the Issuer may, on each Payment Date, redeem all but not some of the Class A Notes at their Principal Amount Outstanding (together with accrued but unpaid interest) and to the extent it has sufficient Available Funds for such purpose the Class B Notes (in whole or in part) in accordance with the Enforcement Priority of Payments (as defined in the Conditions), and shall be entitled to sell the Portfolio (as defined below) for the purpose of funding such redemption. Unless previously redeemed in full, the Notes of each Class will be redeemed at their Principal Amount Outstanding on the Payment Date falling in January 2062 (the Maturity Date). The principal source of payment of interest and repayment of principal on the Notes is from collections made in respect of a portfolio (the Portfolio) of monetary claims and connected rights (the Loan Receivables), identified as a pool ( in blocco ) on the basis of objective and homogenous criteria (the Criteria), arising from performing unsecured SME loans and SME loans secured over real estate assets located in Italy, originated by, or otherwise owed to, Unipol Banca S.p.A. (the Originator) and transferred pro soluto from the Originator to the Issuer on 20 March 2012 (the Transfer Date), but with economic effect from 24 February 2012 (the Cut-Off Date), on the terms of a receivables transfer agreement entered into N/A

3 between the Issuer and the Originator on the Transfer Date, as amended on or about the Issue Date (the Transfer Agreement) pursuant to the Securitisation Law. The purchase price payable by the Issuer in respect of the Portfolio shall be equal to the Principal Amount Outstanding of the Loan Receivables (plus the accrued interest thereon and other interest originally payable prior to the Cut-Off Date, which shall become due and payable after the Cut-Off Date in accordance with rescheduling plans (accordi di moratoria) or other similar arrangements entered into between the relevant Borrower (as defined in the Conditions) and the Originator) as at the Cut-Off Date, subject to and in accordance with the Transfer Agreement. The Notes will be direct and limited recourse obligations solely of the Issuer secured over certain assets of the Issuer as described in the sections headed Summary of the Transaction Documents. Security Interests will not be granted over the Portfolio or the Collections (as defined in the Conditions) deriving from the Portfolio. By operation of Italian law, the Issuer s right, title and interest in and to the Portfolio will be segregated from all other assets of the Issuer and the Portfolio and any Collections in respect of the Portfolio, once received by the Issuer, will only be available to satisfy the obligations of the Issuer to the holders from time to time of the Notes (the Noteholders), the Other Issuer Secured Creditors and the Connected Third Party Creditors (each as defined in the Conditions). Pursuant to the Pledge Agreement, the Deed of Charge and the US Security Agreement (each as defined in the Conditions), the Issuer will grant security (the Issuer Security) over certain rights and claims arising out of certain Transaction Documents (as defined in the Conditions). Upon enforcement, recourse under the Notes will be limited to the proceeds of the Portfolio and the Issuer Security. The Other Issuer Secured Creditors will agree or, in the case of the Noteholders, the Conditions will provide (and the Noteholders will be deemed to have agreed) that amounts deriving from the Portfolio will be applied by the Issuer in accordance with the applicable Priority of Payments. The Class A Notes are expected, on issue, to be rated AAAsf with negative outlook by Fitch Ratings Ltd (Fitch) and AAA(sf) under review with negative implications by DBRS Ratings Limited (DBRS). As of the date of this Prospectus, each of the Rating Agencies is established in the European Union and has been registered in the list of registered and certified Credit Rating Agencies held by ESMA in accordance with Regulation (EC) No 1060/2009, as amended by Regulation (EC) no. 513/2011. The Class A Notes and the Class B Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the Securities Act) or the securities laws of any other jurisdiction. Accordingly, the Class A Notes and the Class B Notes are being offered and/or sold only outside the United States in accordance with Regulation S under the Securities Act and may not be offered or sold within the United States, or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The Originator will retain at the origination and maintain on an ongoing basis a material net economic interest of at least 5% in the Securitisation in accordance with Article 122 (Article 122a) of Directive 2006/48/EC (as amended by Directive 2009/111/EC), referred to as the Capital Requirements Directive (the Capital Requirements Directive or CRD). As at the Issue Date, the Originator will subscribe in full for the Notes to the purpose of, with respect to the Class A Notes only, entering into repurchase agreement transactions with the European Central Bank (ECB). Any change to this manner in which this interest is held will be notified to investors. For a discussion of certain risks and other factors that should be considered in connection with an investment in the Notes, see the section of this Prospectus headed Risk Factors. The date of this Prospectus is 12 July 2012 Arranger J.P. Morgan

4 Responsibility for information The Issuer accepts responsibility for the information contained in this Prospectus. To the best of the knowledge and belief of the Issuer (which has taken all reasonable care to ensure that such is the case) the information contained in this Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information. None of the Issuer, the Representative of the Noteholders (as defined in the Conditions), the Arranger or any other party to the Transaction Documents has undertaken nor will undertake any investigations, searches or other actions to verify the details of the Loan Receivables transferred by the Originator to the Issuer, nor have the Issuer, the Representative of the Noteholders, the Arranger or any other party to the Transaction Documents undertaken, nor will they undertake, any investigations, searches or other actions to establish the creditworthiness of any Obligor (as defined in the Conditions) in respect of the Loan Receivables. Unipol Banca S.p.A. accepts responsibility for the information included in this Prospectus in the sections headed The Portfolio, The Originator, Subordinated Loan Provider, Notes Subscriber, Servicer and Corporate Servicer, Origination, Loan Servicing and Collection Procedures and any other information contained in this Prospectus relating to itself, its business and assets, the origination and collection procedures applicable to the Portfolio, the Loan Receivables, the Loans, the Related Security and the Insurance Policies (each as defined in the Conditions). To the best of the knowledge and belief of Unipol Banca S.p.A. (which has taken all reasonable care to ensure that such is the case), such information is in accordance with the facts and does not omit anything likely to affect the import of such information. J.P. Morgan Securities PLC and JPMorgan Chase Bank, N.A. accept responsibility for the information relating to them as Hedging Counterparty and Hedging Guarantor, respectively, included in this Prospectus in the section headed The Hedging Counterparty and Hedging Guarantor. To the best of the knowledge and belief of J.P. Morgan Securities PLC and JPMorgan Chase Bank, N.A. (which have taken all reasonable care to ensure that such is the case), such information is in accordance with the facts and does not omit anything likely to affect the import of such information. The information in the section headed The Hedging Counterparty and Hedging Guarantor has been provided solely by J.P. Morgan Securities PLC and JPMorgan Chase Bank, N.A., for use in this Prospectus and J.P. Morgan Securities PLC and JPMorgan Chase Bank, N.A. are responsible for the accuracy of the information in such section. Except for the section headed The Hedging Counterparty and Hedging Guarantor, J.P. Morgan Securities PLC and JPMorgan Chase Bank, N.A. in its capacity as Hedging Counterparty and Hedging Guarantor, respectively, and their respective affiliates have not been involved in the preparation of, and do not accept responsibility for, this Prospectus. Each of The Bank of New York Mellon, London branch, The Bank of New York Mellon SA/NV, London branch and The Bank of New York Mellon (Luxembourg) S.A., Italian branch, has provided the information included in this Prospectus in the relevant parts of the section headed The Cash Manager, the Calculation Agent, the Principal Paying Agent, the Listing Agent, the English Account Bank and the Italian Account Bank and accepts responsibility for the information contained or incorporated in that section. To the best of the knowledge of each of The Bank of New York Mellon, London branch, The Bank of New York Mellon SA/NV, London branch and The Bank of New York Mellon (Luxembourg) S.A., Italian branch (which has taken all reasonable care to ensure that such is the case), such information is in accordance with the facts and does not omit anything likely to affect the import of such information. Save as for aforesaid, each of The Bank of New York Mellon, London branch, The Bank of New York Mellon SA/NV, London branch and The Bank of New York Mellon (Luxembourg) S.A., Italian branch has not, however, been involved in the preparation of, and does not accept responsibility for, this Prospectus or any part hereof. No person has been authorised to give any information or to make any representation not contained in this Prospectus and, if given or made, such information or representation must not be relied upon as having been authorised by or on behalf of the Issuer, the Quotaholder, the Representative of the Noteholders, the Principal Paying Agent, the Cash Manager, the Calculation Agent, the Italian Account Bank, the English Account Bank, the Originator, the Servicer, the Back-up Servicer, the Corporate Servicer, the Administrative Servicer, the Hedging Counterparty, the Hedging Guarantor, the Arranger or the Notes Subscriber (in each case, such person in any capacity in which it is acting), or any other person. Neither the delivery of this Prospectus nor any sale or allotment made in connection with the offering of any of the Notes shall, under any circumstances, constitute a representation or create any implication that there has been no change in the affairs of the Issuer or the Hedging Counterparty, the Hedging Guarantor or in any of the other information contained herein since the date hereof or - i -

5 that the information contained herein is correct as at any time subsequent to the date hereof. None of the Quotaholder, the Representative of the Noteholders, the Principal Paying Agent, the Cash Manager, the Calculation Agent, the Italian Account Bank, the English Account Bank, the Originator, the Servicer, the Back-up Servicer, the Corporate Servicer, the Administrative Servicer, the Hedging Counterparty, the Hedging Guarantor, the Arranger or the Notes Subscriber (in each case, such person in any capacity in which it is acting), or any other person (other than the Issuer, the Hedging Counterparty and the Hedging Guarantor, and in each case solely to the extent described above) makes any representation, express or implied, or accepts any responsibility, with respect to the accuracy or completeness of any of the information in or incorporated into this Prospectus. This Prospectus may only be used for the purpose for which it has been published. Other business relations with the Originator The Arranger, the Hedging Counterparty, the Hedging Guarantor and their affiliates may, from time to time, enter into other business relationships with the Originator, including, without limitation, for the provision of lending and other services. Selling Restrictions The distribution of this Prospectus and the offering of the Notes in certain jurisdictions may be restricted by law and by the Transaction Documents, in particular, as provided by and described in the Subscription Agreements. Persons into whose possession this Prospectus (or any part of it) comes are required by the Issuer to inform themselves about, and to observe, any such restrictions. Neither this Prospectus nor any part of it constitutes an offer, or may be used for the purpose of an offer, to sell any of the Notes, or as a solicitation to buy any of the Notes, by anyone in any jurisdiction or in any circumstances in which such offer or solicitation is not authorised or is unlawful. The Notes may not be offered or sold, directly or indirectly, and neither this Prospectus nor any other prospectus, form of application, advertisement, other offering material or other information relating to the Issuer or the Notes may be issued, distributed or published in any country or jurisdiction (including the Republic of Italy, the United Kingdom and the United States), except under circumstances that will result in compliance with all applicable laws, orders, rules and regulations. For a further description of certain restrictions on offers and sales of the Notes and the distribution of this Prospectus, see the section headed Subscription and Sale. The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the Securities Act), and subject to certain exceptions, may not be offered, sold or delivered within the United States nor to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act). The Notes are in bearer and dematerialised form, and are subject to U.S. tax law requirements. The Notes are being offered for sale outside the United States in accordance with Regulation S under the Securities Act (see the section headed Subscription and Sale ). Definitions Words and expressions in this Prospectus shall, except so far as the context otherwise requires, have the same meanings as those set out in the Conditions. These and other terms used in this Prospectus are subject to, and in some cases are summaries of, the definitions of such terms set out in the Transaction Documents as they may be amended from time to time. All references in this Prospectus to Euro, euro, EUR or are to the lawful currency of the Member States of the European Union that adopt the single currency in accordance with the Treaty establishing the European Community, as amended by the Treaty on the European Union. The language of this Prospectus is English. Certain legislative references and technical terms have been cited in their original language in order that the correct technical meaning may be ascribed to them under applicable law. - ii -

6 TABLE OF CONTENTS CLAUSE PAGE TRANSACTION SUMMARY INFORMATION... 1 THE PRINCIPAL PARTIES... 1 THE NOTES... 3 THE PORTFOLIO AND CASH MANAGEMENT ARRANGEMENTS PRIORITIES OF PAYMENTS AND CREDIT STRUCTURE OTHER PRINCIPAL TRANSACTION DOCUMENTS RISK FACTORS SUITABILITY STRUCTURAL CONSIDERATIONS Source of payments to holders of the Notes Limited recourse Liquidity and credit risk Market for the Notes ECB Eligibility - Notes may not be recognised as eligible ECB collateral No independent investigation in relation to the Loan Receivables Subordination and credit enhancement Yield and repayment considerations The performance of the Notes may be adversely affected by the recent conditions in the global financial markets and these conditions may not improve in the near future Interest Rate risk Risks in respect of the Hedging Agreement Payment Date administration and reliance on third parties Forecasts Events affecting the rating of the Class A Notes The Representative of the Noteholders Limited enforcement rights for Noteholders Statutes of limitation Effectiveness of subordination on insolvency of a counterparty in respect of an insolvent Hedging Counterparty 31 Changes to the Risk-Weighted Asset Framework Ring fencing Foreign Account Tax Compliance Act RISKS ASSOCIATED WITH THE PORTFOLIO Risk of avoidance of prepayments upon the insolvency of the Borrower Performance of Loan Agreements Credit risk of Unipol Banca Potential conflict of interests of Unipol Banca Commingling risk Risks of losses associated with declining property values Termination of Loan Agreements Value of the Mortgages Servicing of the Portfolio Historical information ITALIAN LEGAL CONSIDERATIONS Italian Usury Law Compounding of Interest ( Anatocismo ) Application of the Securitisation Law Rights of set-off of Borrowers Article 120-ter of the Italian Banking Act Article 120-quater of the Italian Banking Act Law 27 January 2012, No ABI Convention Page I

7 Regulatory initiatives may result in increased regulatory capital requirements and/or decreased liquidity in respect of the Notes ITALIAN TAXATION CONSIDERATIONS Tax position of the Issuer Withholding tax under the Notes Withholding Tax on the Issuer Accounts in Italy Registration Tax on judgments Registration tax in caso d uso and enunciazione OTHER LEGAL CONSIDERATIONS Fixed and floating security Deed of Charge Change of law TRANSACTION DIAGRAM THE PORTFOLIO THE PORTFOLIO CRITERIA SUMMARY OF COLLATERAL PORTFOLIO Total Portfolio Key Statistics ORIGINATION, LOAN SERVICING AND COLLECTION PROCEDURES PAYMENT OF THE INSTALMENTS ORIGINATION PROCEDURES CREDIT POLICY CONSEQUENCES OF A MISSING PAYMENT PREPAYMENTS REDUCTION OF MORTGAGES ASSUMPTION OF DEBT ( ACCOLLO LIBERATORIO ) THE SERVICER SPECIFIC COLLECTION RULES AGREED UPON IN RELATION TO THE SECURITISATION THE ORIGINATOR, SUBORDINATED LOAN PROVIDER, NOTES SUBSCRIBER, SERVICER AND CORPORATE SERVICER INTRODUCTION HISTORY AND RECENT GROWTH STRATEGY CREDIT RATING INDEPENDENT AUDITORS COMPLIANCE WITH ARTICLE 122A OF THE CRD THE HEDGING COUNTERPARTY AND HEDGING GUARANTOR J.P. MORGAN SECURITIES PLC JPMORGAN CHASE BANK, N.A THE CASH MANAGER, THE CALCULATION AGENT, THE PRINCIPAL PAYING AGENT, THE LISTING AGENT, THE ENGLISH ACCOUNT BANK AND THE ITALIAN ACCOUNT BANK THE BANK OF NEW YORK MELLON (FORMERLY THE BANK OF NEW YORK) THE BANK OF NEW YORK MELLON S.A./N.V., LONDON BRANCH THE BANK OF NEW YORK MELLON (LUXEMBOURG) S.A., ITALIAN BRANCH THE ISSUER INTRODUCTION PRINCIPAL ACTIVITIES DIRECTORS AND AUDITORS ADMINISTRATION CAPITALISATION FINANCIAL STATEMENTS AND AUDITORS' REPORT USE OF PROCEEDS Page II

8 PURCHASE OF THE PORTFOLIO THE TRANSFER AGREEMENT Criteria Excluded Loan Receivables Additional Receivables Originator Clean-Up Call Representations and warranties of the Originator Consequences of breach of representations and warranties by the Originator Undertakings from the Originator Governing law, dispute resolution and language SERVICING OF THE PORTFOLIO THE SERVICING AGREEMENT General Servicing Fee Servicer s reports Servicing activity General Servicing activity subrogation and renegotiation activities Transfer of the Collections Termination of the Servicer s appointment Governing law and language THE BACK-UP SERVICING AGREEMENT General Back-up Servicing Fees Servicing Fee to be paid to the Back-up Servicer Governing law and language SUMMARY OF THE TRANSACTION DOCUMENTS ITALIAN LAW TRANSACTION DOCUMENTS CASH MANAGEMENT AGREEMENT Issuer Accounts The Cash Manager Calculation Agent and Payments Reports Principal Paying Agent Governing law and language INTERCREDITOR AGREEMENT CLASS B NOTES SUBSCRIPTION AGREEMENT MASTER DEFINITIONS AND CONSTRUCTION AGREEMENT Governing law and language PLEDGE AGREEMENT Governing law and language ADMINISTRATIVE AND CORPORATE SERVICES AGREEMENT Governing law and language SUBORDINATED LOAN AGREEMENT Governing law and language QUOTAHOLDER UNDERTAKINGS AGREEMENT ENGLISH LAW TRANSACTION DOCUMENTS HEDGING AGREEMENT AND HEDGING TRANSACTIONS Governing law and language DEED OF CHARGE CLASS A NOTES SUBSCRIPTION AGREEMENT Governing law and language US LAW DOCUMENTS US SECURITY AGREEMENT Governing law and language HEDGING GUARANTEE Governing law and language CREDIT STRUCTURE Page III

9 RATING SUBORDINATION BETWEEN CLASSES OF NOTES CLASS A CASH RESERVE ISSUER ACCOUNTS ELIGIBLE INVESTMENTS HEDGING ISSUER ACCOUNTS, EXPENSES ACCOUNT AND CASH FLOWS ISSUER COLLECTION ACCOUNT PAYMENTS ACCOUNT CLASS A CASH RESERVE ACCOUNT INVESTMENT ACCOUNT SECURITIES ACCOUNT SWAP COLLATERAL ACCOUNT EXPENSES ACCOUNT TERMS AND CONDITIONS OF THE NOTES GENERAL DEFINITIONS FORM, DENOMINATION AND TITLE STATUS, SEGREGATION AND SECURITY COVENANTS Negative pledge and non-disposal Dividends and distributions Borrowings Merger No variation or waiver Bank accounts Statutory documents Separateness Compliance with applicable law Residency and centre of main interests PRIORITY OF PAYMENTS Pre-Enforcement Priority of Payments Payments to Connected Third Party Creditors Enforcement Priority of Payments Swap Collateral Account Priority of Payments RIGHT TO INTEREST Right to interest, Payment Dates and Interest Periods Interest Rate (c) Determination of Interest Rates and calculation of Interest Payment Amount (d) Publication of the Interest Rate, Interest Payment Amount, Aggregate Interest Payment Amount and Payment Date (e) Determination or calculation by the Representative of the Noteholders (f) Reference Banks and Principal Paying Agent (g) Class B Notes Variable Return REDEMPTION, PURCHASE AND CANCELLATION Final redemption Mandatory pro rata redemption in whole or in part (c) Redemption for Tax or Regulatory Event (d) Early redemption at the option of the Issuer (e) Available Funds and Principal Amount Outstanding (f) Notice of redemption (g) No purchase by the Issuer (h) Cancellation PAYMENTS TAXATION STATUTE OF LIMITATIONS EVENTS OF DEFAULT ISSUER INSOLVENCY EVENTS ENFORCEMENT Page IV

10 13. MEETINGS OF THE NOTEHOLDERS General Convening a Meeting (c) Notice (d) Participation (e) Admission (f) Proxies and validity of Block Voting Instruction (g) Chairman (h) Quorum (i) Adjournment (j) Votes (k) Show of hands and poll (l) Written Resolution (m) Exclusive powers of the Meetings (n) Powers exercisable only by Extraordinary Resolution (o) Binding nature of resolution (p) Limitations on Resolutions as between Classes of Notes (q) Minutes (r) Challenge of resolution (s) Individual actions and remedies (t) Definitions REPRESENTATIVE OF THE NOTEHOLDERS LISTING AND ADMISSION TO TRADING NOTICE TO NOTEHOLDERS AMENDMENTS, WAIVERS AND CONSENTS DETERMINATIONS CONCLUSIVE NON-PETITION AND LIMITED RECOURSE GOVERNING LAW JURISDICTION MISCELLANEOUS ESTIMATED MATURITY AND WEIGHTED AVERAGE LIFE OF THE CLASS A NOTES TAXATION INTEREST, PREMIA AND OTHER PROCEEDS PAYABLE ON THE NOTES Italian Resident Noteholders Non-Italian Resident Noteholders CAPITAL GAINS ON THE DISPOSAL OR REDEMPTION OF THE NOTES Italian Resident Noteholders Non-Italian Resident Noteholders TRANSFER TAX ON THE SALE OF THE NOTES (TASSA SUI CONTRATTI DI BORSA) STAMP DUTY ON FINANCIAL PRODUCTS AND INSTRUMENTS HELD IN ITALY STAMP DUTY ON FINANCIAL PRODUCTS HELD OUTSIDE OF ITALY INHERITANCE AND GIFT TAX EU SAVINGS TAX DIRECTIVE SUBSCRIPTION AND SALE EEA STANDARD SELLING RESTRICTION UNITED STATES OF AMERICA UNITED KINGDOM ITALY GENERAL CAPITAL REQUIREMENTS DIRECTIVE GENERAL INFORMATION AUTHORISATION FUNDS AVAILABLE TO THE ISSUER LISTING Page V

11 CLEARING SYSTEMS ACCOUNTS LEGAL AND ARBITRATION PROCEEDINGS BORROWINGS INFORMATION FEES AND EXPENSES DOCUMENTS POST ISSUANCE REPORTING ABUSE OF CONTROL COMPANY ACTIVITIES PRESENTATION AND CONTENT OF THE FINANCIAL STATEMENTS CREDIT SECURITISATION TRANSACTIONS SECTION 2: VALUATION CRITERIA Receivables from financial institutions and other assets Intangibles assets Debts and other liabilities Expenses and revenues Page VI

12 TRANSACTION SUMMARY INFORMATION The following information is a summary of the transactions and assets underlying the Notes and is qualified in its entirety by reference to the detailed information presented elsewhere in the Prospectus and in any relevant Transaction Documents. THE PRINCIPAL PARTIES Issuer Originator Arranger Servicer Back-up Servicer Corporate Servicer Administrative Servicer Representative of the Noteholders SME GRECALE S.R.L., a limited liability company ( società a responsabilità limitata ) incorporated and organised under the laws of the Republic of Italy pursuant to Article 3 of Italian Law No. 130 of 30 April 1999, as amended (the Securitisation Law) with registered office at Piazza Costituzione 2, Bologna (Italy), enrolled: (i) with the Companies Register of Bologna (Italy) with fiscal code and registration No ; and (ii) with the special register of securitisation vehicles held by the Bank of Italy, under No (the Issuer). UNIPOL BANCA S.P.A., a joint stock company ( società per azioni ) incorporated and organised under the laws of the Republic of Italy, with registered office at Piazza Costituzione 2, Bologna (Italy) enrolled: (i) with the Companies Register of Bologna (Italy) with fiscal code and registration No ; and (ii) with the register of banks held by the Bank of Italy pursuant to Article 13 of the Italian Banking Act under No. 5005, A.B.I. code (the Originator). J.P. MORGAN SECURITIES PLC, a company incorporated and organised under the laws of England and Wales, with registered office at 25 Bank Street, Canary Wharf, London E14 5JP, United Kingdom, with company number (J.P. Morgan and the Arranger). UNIPOL BANCA S.P.A. (in its capacity as servicer, the Servicer). The Servicer will act as such pursuant to the Servicing Agreement. ITALFONDIARIO S.P.A., a joint stock company ( società per azioni ) incorporated and organised under the laws of the Republic of Italy, with registered office in Via Mario Carucci, Roma, enrolled: (i) with the Companies Register of Rome with fiscal code No and registration No ; and (ii) with the register of financial intermediaries held by the Bank of Italy pursuant to Article 106 of the Italian Banking Act under No (the Back-up Servicer). The Back-up Servicer will act as such pursuant to the Back-up Servicing Agreement. UNIPOL BANCA S.P.A. (in its capacity as corporate servicer, the Corporate Servicer). The Corporate Servicer will act as such pursuant to the Administrative and Corporate Services Agreement. CENTOTRENTA MANAGEMENT S.R.L., a limited liability company ( società a responsabilità limitata ) incorporated and organised under the laws of Italy, with registered office at Via San Prospero 4, Milan (Italy), enrolled with the Companies Register of Milan (Italy) with fiscal code and registration No (the Administrative Servicer). The Administrative Servicer will act as such pursuant to the Administrative and Corporate Services Agreement. 130 FINANCE S.R.L., a company incorporated and organised under the - 1 -

13 Italian Account Bank English Account Bank Calculation Agent Cash Manager Principal Paying Agent Listing Agent laws of the Republic of Italy, with registered office at Milan, Via San Prospero 4, enrolled with the Companies Register of Milan with fiscal code and registration No (the Representative of the Noteholders). The Representative of Noteholders will act as such pursuant to the Conditions, the Subscription Agreements and the Intercreditor Agreement. THE BANK OF NEW YORK MELLON (LUXEMBOURG) S.A., ITALIAN BRANCH, a credit institution incorporated as a société anonyme under the laws of the Grand Duchy of Luxembourg, with registered office at Vertigo - Polaris 2-4 rue Eugène Ruppert, L-2453 Luxembourg, Luxembourg, acting through its Italian branch, with registered office at Via Carducci 31, Milan, Italy (in its capacity as Italian account bank, the Italian Account Bank). The Italian Account Bank will act as such pursuant to the Cash Management Agreement. THE BANK OF NEW YORK MELLON SA/NV, LONDON BRANCH, a public limited liability credit institution organised under the laws of Belgium, with company number , with registered office at 46 Rue Montoyerstraat, B-1000 Brussels, Belgium operating through its branch at 160 Queen Victoria Street, London EC4V 4LA, United Kingdom (in its capacity as English account bank, the English Account Bank). The English Account Bank will act as such pursuant to the Cash Management Agreement. THE BANK OF NEW YORK MELLON, LONDON BRANCH (in its capacity as calculation agent, the Calculation Agent). The Calculation Agent will act as such pursuant to the Cash Management Agreement. THE BANK OF NEW YORK MELLON, LONDON BRANCH (in its capacity as cash manager, the Cash Manager). The Cash Manager will act as such pursuant to the Cash Management Agreement. THE BANK OF NEW YORK MELLON (LUXEMBOURG) S.A., ITALIAN BRANCH (in its capacity as principal paying agent, the Principal Paying Agent). The Principal Paying Agent will act as such pursuant to the Cash Management Agreement. THE BANK OF NEW YORK MELLON (IRELAND) LTD., a financial institution incorporated under the laws of Ireland, with registered office in Hanover Building, Windmill Lane, Dublin 2 (in its capacity as listing agent, the Listing Agent). Hedging Counterparty J.P. MORGAN SECURITIES PLC (in its capacity as hedging counterparty, the Hedging Counterparty). Hedging Guarantor The Hedging Counterparty will act as such pursuant to the Hedging Agreement. JPMORGAN CHASE BANK, N.A., a national association incorporated and organised under the laws of the United States of America, with registered office at 270 Park Avenue, New York, New York , - 2 -

14 Notes Subscriber Class A Noteholders Class B Noteholders Subordinated Loan Provider Quotaholder United States of America (in its capacity as hedging guarantor, the Hedging Guarantor). JPMORGAN CHASE BANK, N.A. is the hedging guarantor under the terms of the hedging guarantee (the Hedging Guarantee), which unconditionally guarantees the obligations of the Hedging Counterparty under the Hedging Agreement. UNIPOL BANCA S.P.A. (in its capacity as Notes subscriber, the Notes Subscriber). The holders from time to time of the Class A Notes (including, for the avoidance of doubt, the Notes Subscriber as initial holder of the Class A Notes). The holders from time to time of the Class B Notes (including, for the avoidance of doubt, the Notes Subscriber as initial holder of the Class B Notes). UNIPOL BANCA S.P.A. (in its capacity as subordinated loan provider, the Subordinated Loan Provider). The Subordinated Loan Provider will act as such pursuant to the Subordinated Loan Agreement. RUBINO FINANCE TRUST, a trust incorporated and organised under the laws of the Isle of Jersey, with registered office at Milan, Via San Prospero 4 (the Quotaholder). THE NOTES The Issue Status Home Member State, listing and admission to trading Credit rating On or about 13 July 2012 (the Issue Date), the Issuer will issue the Euro 430,000,000 Class A SME Loan Backed Floating Rate Notes due 31 January 2062 (the Class A Notes) and the Euro 409,217,000 Class B SME Loan Backed Floating Rate and Variable Return Notes due 31 January 2062 (the Class B Notes and, together with the Class A Notes, the Notes). The Notes will constitute direct and limited recourse obligations solely of the Issuer secured over certain assets of the Issuer as described in the section headed Summary of the Transaction Documents. In particular, the Notes will not be obligations or responsibilities of, or guaranteed by, any person except the Issuer and no person other than the Issuer shall be liable in respect of any failure by the Issuer to make payment of any amount due on the Notes. The Issuer has elected Ireland as Home Member State for the purpose of Directive 2004/109/EC of the European Parliament and of the Council of 15 December 2004 and the Prospectus Directive, and application has been made to the Irish Stock Exchange for the Class A Notes to be admitted to listing on the Official List and to trading on the Regulated Market. No application has been made for the Class B Notes being admitted to listing on any stock exchange or to trading on any regulated market. The Class A Notes are expected, on issue, to be rated AAAsf with negative outlook by Fitch and AAA(sf) under review with negative implications by DBRS. The Class B Notes will not be assigned a credit rating. A credit rating is not a recommendation to buy, sell or hold securities and - 3 -

15 Form and denomination Interest Maturity Date may be subject to revision or withdrawal at any time by the assigning rating organisation. The denomination of the Class A Notes will be Euro 100, The denomination of the Class B Notes will be Euro 1, The Notes will be issued in dematerialised form ( emesse in forma dematerializzata ) on behalf of the ultimate owners, until redemption or cancellation thereof, through Monte Titoli for the account of the relevant Monte Titoli Account Holders. Monte Titoli shall act as depository for Clearstream and Euroclear. Title to the Notes will at all times be evidenced by book-entries in accordance with the provisions of: (i) Article 83-bis of the Legislative Decree No. 58 of 24 February 1998; and (ii) Regulation jointly issued on 22 February 2008 (the Regulation 22 February 2008) by the Commissione Nazionale per le Società e la Borsa (CONSOB) and Bank of Italy, as amended from time to time. No physical document of title will be issued in respect of the Notes. The Notes shall bear interest on the Principal Amount Outstanding at an annual rate (the Interest Rate) equal to the sum of the: (i) rate offered in the euro-zone inter-bank market, as determined in accordance with Condition 6 (Right to Interest Interest Rate) for three-month Euro deposit (or, in the case of the first Interest Period, the linear interpolation of the arithmetic mean between 2-month and 3-month Euro deposits), plus, with respect to the Class A Notes only, a margin equal to 0.35% per annum. In addition, Variable Return (if any) will accrue on the Class B Notes under the applicable Priority of Payments, subject to and in accordance with the Conditions. The first Payment Date shall be the Payment Date falling on 22 September 2012 (the First Payment Date) in respect of the interest period from (and including) the Issue Date to (but excluding) the First Payment Date (the First Interest Period). Following the First Interest Period, interest periods in respect of the Notes shall be any quarterly periods from (and including) a Payment Date to (but excluding) the next following Payment Date (the Interest Periods and each of them an Interest Period). Interest in respect of any Interest Period or any other period will be calculated on the basis of the actual number of days elapsed and a 360-day year. Interest shall only cease to accrue on any part of the Principal Amount Outstanding of any of the Class A Notes from (and including) the due date for redemption of such part unless payment of principal due and payable but unpaid is improperly withheld or refused, whereupon, subject only to Condition 7 (Redemption, purchase and cancellation Final Redemption), interest shall continue to accrue on such principal (after as well as before judgement) at the rate from time to time applicable to the relevant Class A Note until payment. Save as described below, unless previously redeemed in full, the Issuer will redeem the Class A Notes and the Class B Notes at their Principal Amount Outstanding on the Maturity Date. Immediately following the Maturity Date, all Notes will be deemed to be discharged in full, and any amount in respect of principal, interest or other amounts outstanding in respect of the Notes will (unless payment of any - 4 -

16 Tax Mandatory pro rata redemption in whole or in part such amount is improperly withheld or refused) be finally and definitively cancelled. All payments in respect of the Notes will be made net of any withholding or deduction for or on account of tax required by law (including, without limitation, any Law 239 Withholding) and neither the Issuer nor any other person shall be obliged to pay any additional or grossed-up amounts to any Noteholder on account of such withholding or deduction. According to the provisions of Article 6 of Law 239 (headed Tax regime applicable to non resident persons ), as amended from time to time, a holder of a Note who: is not a person resident for tax purposes (or an institutional investor incorporated) in a country which allows an adequate exchange of information with the Republic of Italy; or is resident/incorporated in such a country but has not fulfilled all the requisite documentary requirements under Law 239, will receive amounts of interest payable on the Notes net of the Law 239 Withholding. (See section headed Taxation ). The Notes of each Class will be subject to mandatory pro rata redemption in whole or in part on each Payment Date in accordance with the provisions of Condition 7 (Redemption, purchase and cancellation Mandatory pro rata redemption in whole or in part) to the extent that the Issuer has sufficient Available Funds to be applied for such purpose in accordance Condition 5.1 (Pre-Enforcement Priority of Payments). Early redemption by the Issuer Pursuant to Condition 7(d) (Redemption, purchase and cancellation Early redemption at the option of the Issuer), on any Payment Date prior to the delivery of an Issuer Enforcement Notice or the occurrence of an Issuer Insolvency Event, the Issuer may redeem all, but not only some, of the Class A Notes at their Principal Amount Outstanding (plus any accrued but unpaid interest, as determined by the last Payment Report) and to the extent it has sufficient Available Funds for such purpose the Class B Notes (in whole or in part) in accordance with the Enforcement Priority of Payments and subject to the Issuer having sufficient funds to redeem all the Class A Notes and to make all payments ranking in priority thereto or pari passu therewith, funding the redemption through the sale of the Portfolio to occur in the Interest Period ending on the relevant Payment Date, PROVIDED THAT: (c) the net amount to be received by the Issuer from the sale of the Portfolio, as long as the Originator has exercised the option granted to it under the Intercreditor Agreement to repurchase the Portfolio (the Option) or a third party purchaser has agreed to purchase the Portfolio: (i) is not subject to any Security Interest (other than Issuer Security); and (ii) (together with the Available Funds) is at least sufficient to redeem in full all the Class A Notes at their Principal Amount Outstanding (plus any accrued but unpaid interest) and the Class B Notes (in whole or in part) in accordance with the Enforcement Priority of Payments, as well as to make all payments ranking in priority thereto, or pari passu therewith, on the next succeeding Payment Date; the Issuer shall have certified and produced evidence acceptable to the Representative of the Noteholders as to the sufficiency of funds for the purposes of paragraph above; the Issuer has obtained from the purchaser of the Portfolio (if any) a certificate of good standing from the competent companies - 5 -

17 Redemption for Tax or Regulatory Event (d) register including a non-insolvency statement, a solvency certificate signed by an authorised officer of the purchaser and a certificate confirming the absence of insolvency proceedings from the bankruptcy court or equivalent jurisdictional body in the country of incorporation of the purchaser, dated not earlier than 10 (ten) calendar days before the date of redemption; and in each case, the Issuer shall have certified and produced evidence acceptable to the Representative of the Noteholders that all the conditions for the purposes of Condition 7(d) (Redemption, purchase and cancellation Early redemption at the option of the Issuer) have been satisfied. The Issuer (and the Representative of the Noteholders acting in the name and on behalf of the Issuer) is entitled, pursuant to the Intercreditor Agreement, to dispose of the Portfolio or to incur bridge financing indebtedness (which shall become repayable by the Issuer out of the funds (if any) which may exceed after distributions having been made in accordance with the applicable Priority of Payments) in order to finance the redemption of the Class A Notes and to the extent applicable the Class B Notes (in whole or in part) in the circumstances described in the Conditions. The Issuer shall apply the proceeds of such sale of the Portfolio or such indebtedness in or towards redemption of the Class A Notes and to the extent applicable the Class B Notes (in whole or in part) and to make all payments ranking in priority thereto or pari passu therewith. The Issuer shall give no more than 60 (sixty) nor less than 30 (thirty) calendar days written notice to the Representative of the Noteholders, the Hedging Counterparty and to the Noteholders in accordance with Condition 16 (Notice to Noteholders) of its intention to redeem all, but not only some, of the Class A Notes at their Principal Amount Outstanding (plus any accrued but unpaid interest) and to the extent it has sufficient Available Funds for such purpose the Class B Notes (in whole or in part) on the next succeeding Payment Date, subject to and in accordance with the Enforcement Priority of Payments set forth in Condition 5.3 (Enforcement Priority of Payments). Pursuant to Condition 7(c) (Redemption, purchase and cancellation Redemption for Tax or Regulatory Event), prior to the service of an Issuer Enforcement Notice or the occurrence of an Issuer Insolvency Event, the Issuer may sell the Portfolio and redeem all, but not only some, of the Class A Notes at their Principal Amount Outstanding (plus any accrued but unpaid interest) and to the extent it has sufficient Available Funds for such purpose the Class B Notes (in whole or in part) in accordance with the Enforcement Priority of Payments (in any case subject to the Issuer having sufficient funds to redeem all the Class A Notes and to make all payments ranking in priority thereto, or pari passu therewith) if, by reason of a change in the laws of the Republic of Italy or the interpretation or administrative practice in respect thereof following the Issue Date: the patrimonio separato of the Issuer in respect of the Securitisation becomes subject to taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by the Republic of Italy or any political sub-division thereof or any authority thereof or therein or any applicable taxing authority having jurisdiction; or either the Issuer or any paying agent appointed in respect of the - 6 -