and registered at the Companies' Registry of Bergamo under registration number ) Registry of Milan under registration number )

Transcription

1 SUPPLEMENT DATED 5 JANUARY 2018 TO THE COVERED BOND PROSPECTUS APPROVED ON 27 JULY 2017 AS SUPPLEMENTED ON 17 AUGUST 2017 UNIONE DI BANCHE ITALIANE S.P.A. (incorporated as a joint stock company in the Republic of Italy and registered at the Companies' Registry of Bergamo under registration number ) Euro 15,000,000,000 Covered Bond (Obbligazioni Bancarie Garantite) Programme unconditionally and irrevocably guaranteed as to payments of interest and principal by UBI FINANCE S.R.L. (incorporated as a limited liability company in the Republic of Italy and registered at the Companies' Registry of Milan under registration number ) This document constitutes a supplement (the Supplement ) to the prospectus dated 27 July 2017 as supplemented on 17 August 2017 (the Prospectus ), which constitutes a base prospectus under Article 5.4 of Directive 2003/71/EC, which includes the amendments made by Directive 2010/73/EU (the Prospectus Directive ) and is prepared in connection with the Euro 15,000,000,000 Covered Bond (Obbligazioni Bancarie Garantite) Programme (the Programme ) of Unione di Banche Italiane S.p.A. (the Issuer or UBI Banca ), unconditionally and irrevocably guaranteed as to payments of interest and principal by UBI Finance S.r.l. (the Guarantor ). This Supplement is supplemental to, and shall be read in conjunction with, the Prospectus and any other supplement to the Prospectus prepared by the Issuer under the Programme. Terms defined in the Prospectus have the same meaning when used in this Supplement, unless they have been specifically defined herein. This Supplement has been approved by the Central Bank of Ireland, as competent authority under the Prospectus Directive. The Central Bank of Ireland only approves this Supplement as meeting the requirements imposed under Irish and EU law pursuant to the Prospectus Directive. The Issuer and the Guarantor accept responsibility for the information in this Supplement. To the best of the knowledge of the Issuer and the Guarantor (having taken all reasonable care to ensure that such is the case), the information contained in this Supplement is in accordance with the facts and does not omit anything likely to affect the import of such information. This Supplement has been produced to: (i) update the cover page of the Prospectus; (ii) update the section of the Prospectus entitled Risk Factors ; (iii) update the Form of Final Terms included in the Prospectus; (iv) incorporate by reference in the Prospectus the Issuer s Interim Financial Report as at and for the period ended on 30 June 2017 ( Issuer s Interim Financial Report ) and certain press releases of the Issuer and consequently update the section of the Prospectus entitled Information Incorporated by Reference ; (v) update the section entitled The Issuer in order to include some additional paragraphs under the heading Recent developments ; (vi) update the section entitled - 1 -

2 Taxation ; (vii) update the section of the Prospectus entitled General Information ; and (viii) describe the purpose and the content of the amendments to the Transaction Documents executed on 11 December * * * * * - 2 -

3 COVER PAGE On page 6 of the Prospectus, the following new subparagraphs are added as last sub-paragraphs: MIFID II product governance / target market The Final Terms in respect of any Covered Bonds will include a legend entitled MiFID II Product Governance which will outline the target market assessment in respect of the Covered Bonds and which channels for distribution of the Covered Bonds are appropriate. Any person subsequently offering, selling or recommending the Covered Bonds (a "distributor") should take into consideration the target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Covered Bonds (by either adopting or refining the target market assessment) and determining appropriate distribution channels. A determination will be made in relation to each issue about whether, for the purpose of the MiFID Product Governance rules under EU Delegated Directive 2017/593 (the MiFID Product Governance Rules ), any Dealer subscribing for any Covered Bonds is a manufacturer in respect of such Covered Bonds, but otherwise neither the Arranger nor the Dealers nor any of their respective affiliates will be a manufacturer for the purpose of the MIFID Product Governance Rules

4 RISK FACTORS Under the section headed Investment Considerations relating to the Issuer, starting from page 22 of the Prospectus, the following new paragraphs are added: Risks associated with recent ECB guidance on NPL provisioning The ECB has published on 20 March 2017 its final guidance on non-performing loans (NPLs). It outlines measures, processes and best practices which banks should incorporate when tackling NPLs. The ECB expects banks to fully adhere to the guidance in line with the severity and scale of NPLs in their portfolios. The guidance calls on banks to implement realistic and ambitious strategies to work towards a holistic approach regarding the problem of NPLs. This includes areas such as governance and risk management. For instance, banks should ensure that managers are incentivised to carry out NPL reduction strategies. This should also be closely managed by their management bodies. The ECB does not stipulate quantitative targets to reduce NPLs. Instead, it asks banks to devise a strategy that could include a range of policy options such as NPL work-out, servicing, and portfolio sales. The guidance is applicable as of its date of publication and is currently non-binding in nature. However, banks should explain and substantiate any deviations upon supervisory request. This guidance is taken into consideration in the Single Resolution Mechanism regular supervisory review and evaluation process and non-compliance may trigger supervisory measures. The guidance does not intend to substitute or supersede any applicable regulatory or accounting requirement or guidance from existing EU regulations or directives and their national transpositions or equivalent, or guidelines issued by the EBA. Instead, the guidance is a supervisory tool with the aim of clarifying the supervisory expectations regarding NPL identification, management, measurement and write-offs in areas where existing regulations, directives or guidelines are silent or lack specificity. Where binding laws, accounting rules and national regulations on the same topic exist, banks should comply with those. It is also expected that banks do not enlarge already existing deviations between regulatory and accounting views in the light of this guidance, but rather the opposite: whenever possible, banks should foster a timely convergence of regulatory and accounting views where those differ substantially. In addition, on 4 October 2017 the ECB published for consultation an addendum on its guidance on NPLs dated 20 March Should such addendum be approved in the current form, banks to which the guidance applies could potentially be required to fulfill specific quantitative requirements to meet the prudential provisioning backstop in relation to NPLs exposures starting from Reform of EURIBOR and other interest rate index and equity, commodity and foreign exchange rate index benchmarks The Euro Interbank Offered Rate ("EURIBOR") and other indices which are deemed "benchmarks" are the subject of recent national, international and other regulatory guidance and proposals for reform. Some of these reforms are already effective while others are still to be implemented. These reforms may cause such "benchmarks" to perform differently than in the past, or to disappear entirely, or have other consequences which cannot be predicted. Any such consequence could have a material adverse effect on any Covered Bonds linked to a "benchmark". Key international reforms of "benchmarks" include IOSCO s proposed Principles for Financial Market Benchmarks (July 2013) (the "IOSCO Benchmark Principles") and the EU s Regulation (EU) 2016/1011 of the European Parliament and of the Council of 8 June 2016 on indices used as benchmarks in financial instruments and financial contracts or to measure the performance of investment funds and amending - 4 -

5 Directives 2008/48/EC and 2014/17/EU and Regulation (EU) No 596/2014 (the "Benchmarks Regulation"). The IOSCO Benchmark Principles aim to create an overarching framework of principles for benchmarks to be used in financial markets, specifically covering governance and accountability, as well as the quality and transparency of benchmark design and methodologies. A review published in February 2015 on the status of the voluntary market adoption of the IOSCO Benchmark Principles noted that, as the benchmarks industry is in a state of change, further steps may need to be taken by IOSCO in the future, but that it is too early to determine what those steps should be. The review noted that there has been a significant market reaction to the publication of the IOSCO Benchmark Principles, and widespread efforts being made to implement the IOSCO Benchmark Principles by the majority of administrators surveyed. On 17 May 2016, the Council of the European Union adopted the Benchmarks Regulation. The Benchmarks Regulation was published in the Official Journal on 29 June 2016 and entered into force on 30 June Subject to various transitional provisions, the Benchmarks Regulation applies from 1 January 2018, except that the regime for 'critical' benchmarks has applied from 30 June 2016 and certain amendments to Regulation (EU) No 596/2014 (the Market Abuse Regulation) have applied from 3 July The Benchmarks Regulation applies to the provision of benchmarks, the contribution of input data to a benchmark and the use of a benchmark within the EU. It will, among other things, (i) require benchmark administrators to be authorised or registered (or, if non-eu-based, to be subject to an equivalent regime or otherwise recognised or endorsed) and (ii) prevent certain uses by EU supervised entities (such as the Issuer) of benchmarks of administrators that are not authorised or registered (or, if non-eu based, not deemed equivalent or recognised or endorsed). The scope of the Benchmarks Regulation is wide and, in addition to so-called "critical benchmark" indices such as EURIBOR, could also potentially apply to many other interest rate indices, as well as equity, commodity and foreign exchange rate indices and other indices (including "proprietary" indices or strategies) which are referenced in listed financial instruments (including listed Covered Bonds), financial contracts and investment funds. The Benchmarks Regulation could also have a material impact on any listed Covered Bonds linked to a "benchmark" index, including in any of the following circumstances: (i) (ii) an index which is a "benchmark" could not be used as such if its administrator does not obtain appropriate EU authorisations or is based in a non-eu jurisdiction which (subject to any applicable transitional provisions) does not have equivalent regulation. In such event, depending on the particular "benchmark" and the applicable terms of the Covered Bonds, the Covered Bonds could be delisted (if listed), adjusted, redeemed or otherwise impacted; the methodology or other terms of the "benchmark" related to a series of Covered Bonds could be changed in order to comply with the terms of the Benchmarks Regulation, and such changes could have the effect of reducing, increasing or affecting the volatility of the published rate or level of the relevant benchmark, and could lead to adjustments to the terms of the Covered Bonds, including Calculation Agent determination of the rate or level in its discretion. Any of the international, national or other reforms or the general increased regulatory scrutiny of "benchmarks" could increase the costs and risks of administering or otherwise participating in the setting of a "benchmark" and complying with any such regulations or requirements. For example, the sustainability of the London interbank offered rate ( LIBOR ) has been questioned as a result of the absence of relevant active underlying markets and possible disincentives (including possibly as a result of regulatory reforms) for market participants to continue contributing to such benchmarks. On 27 July 2017, the United Kingdom Financial Conduct Authority announced that it will - 5 -

6 no longer persuade or compel banks to submit rates for the calculation of the LIBOR benchmark after 2021 (the FCA Announcement). The FCA Announcement indicated that the continuation of LIBOR on the current basis cannot and will not be guaranteed after The potential elimination of the LIBOR benchmark or any other benchmark, or changes in the manner of administration of any benchmark, could require an adjustment to the terms and conditions, or result in other consequences, in respect of any Covered Bonds referencing such benchmark. Such factors may have the effect of discouraging market participants from continuing to administer or participate in certain "benchmarks", trigger changes in the rules or methodologies used in certain "benchmarks" or lead to the disappearance of certain "benchmarks". Any of the above changes or any other consequential changes as a result of international or national reforms or other initiatives or investigations, could have a material adverse effect on the value of and return on any such Covered Bonds. Investors should consult their own independent advisers and make their own assessment about the potential risks imposed by the Benchmarks Regulation reforms in making any investment decision with respect to any Covered Bonds referencing a benchmark. * * * * * On page 31 of the Prospectus, under the paragraph headed Adverse regulatory developments, the third sub-paragraph is deleted and replaced as follows: In addition to the substantial changes in capital and liquidity requirements introduced by Basel III and the CRD IV Package, there are several other initiatives, in various stages of finalisation, which represent additional regulatory pressure over the medium term and will impact the EU s future regulatory direction. These initiatives include, amongst others, a revised Markets in Financial Instruments Directive and Markets in Financial Instruments Regulation which applies from 3 January The Basel Committee has also published certain proposed changes to the current securitisation framework and has published a revision of the framework on 11 July 2016, including amendments on simple, transparent and comparable (STC) securitisations, which is going to be implemented in January Additional consultations on criteria and capital treatment of short term securitisations were also launched by the Basel Committee and were closed in October At the same time the European Commission has published in September 2015 a Securitisation package proposal under the Capital Markets Union (CMU) project. The package includes a draft regulation on Simple Transparent and Standardised (STS) securitisations and proposed amendments to the CRR. In December 2016 the European Parliament s Economic and Monetary Affairs Committee (ECON) agreed compromise amendments to the proposed new securitisation regulation and the related CRR amending regulation. On 26 October 2017 the Parliament approved the final text of the securitisation regulation which will enter into force on 1 January In addition, as further detailed below under Basel III and the CRD IV Package, the European Commission intends to develop Net Stable Funding Ratio (NSFR) with the aim of introducing it from two years after the entry into force of the EU Banking Reform proposal as illustrated below. Moreover, the Basel Committee has embarked on a very significant risk weighted assets (RWA) variability agenda. This includes the Fundamental Review of the Trading Book, revised standardised approaches (credit, market, operational risk), constraints to the use of internal models as well as the introduction of a capital floor. The regulator s primary aim is to eliminate unwarranted levels of RWA variance. The new framework is in the process of being finalised. The new framework will have a significant impact on risk modelling. From a credit risk perspective, an impact is expected both on capital held against those exposures assessed via the standardised approach, and those evaluated via an internal ratings based approach (IRB). In addition, significant changes are expected in relation to operational risk modelling, as the Basel Committee is proposing the elimination of the internal models some banks (including UBI Banca) are currently utilising and the introduction of a more standardised approach. Following the finalisation of the Basel framework, the new rules will need to be transposed - 6 -

7 into European regulation. Implementation of these new rules on risk models will take effect from 1 January * * * * * On page 33 of the Prospectus, under the paragraph headed Basel III and the CRD IV Package, the following new subparagraph is added as third-subparagraph: On 7 December 2017 the Basel Committee endorsed the outstanding Basel III post-crisis regulatory reforms. The reforms, which include revisions to the measurement of the leverage ratio and a leverage ratio buffer for global systemically important banks (G-SIBs), which will take the form of a Tier 1 capital buffer set at 50% of a G-SIB's additional risk-weighted capital buffer, will take effect from 1 January * * * * * On page 32 of the Prospectus, under the paragraph headed Adverse regulatory developments, the sixth sub-paragraph is deleted and replaced as follows: Moreover, the European Commission, in the context of the proposed new package, is considering to create a new asset class of non-preferred senior debt instruments with a lower rank than ordinary senior unsecured debt instruments in insolvency. In this regard, the Italian Law n. 205/2017, approved by the Italian Parliament on 27 December 2017, contains the implementing provisions pertaining to non-preferred senior debt instruments

8 FORM OF FINAL TERMS On page 126 of the Prospectus, under the paragraph headed Form of Final Terms, the following new paragraph is added as second sub-paragraph: MIFID II Product Governance / Professional investors and ECPs only target market Solely for the purposes of each of the manufacturer s product approval process, the target market assessment in respect of the Covered Bonds has led to the conclusion that: (i) the target market for the Covered Bonds is eligible counterparties and professional clients only, each as defined in [Directive 2014/65/EU (as amended, MiFID II )] [MiFID II]; and (ii) all channels for distribution of the Covered Bonds to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Covered Bonds (a distributor ) should take into consideration the manufacturers target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Covered Bonds (by either adopting or refining the manufacturers target market assessment) and determining appropriate distribution channels

9 INFORMATION INCORPORATED BY REFERENCE The information set out below supplements the paragraphs of section Information incorporated by reference, on page 60 of the Prospectus (underlined words show the insertions made): This Prospectus should be read and construed in conjunction with the following information, which has been previously published or filed with the Central Bank: (A) (B) the audited consolidated annual financial statements of the Issuer as at and for the year ended 31 December 2015 contained in the Issuer's Reports and Accounts 2015, together with the audit report thereon; the audited non-consolidated annual financial statements of the Guarantor as at and for the year ended 31 December 2015; and (C) the Terms and Conditions of the Covered Bonds contained in the previous Prospectus dated 28 July 2016, pages (inclusive) prepared by the Issuer in connection with the Programme. (D) (E) (F) the audited consolidated annual financial statements of the Issuer as at and for the year ended 31 December 2016 contained in the Issuer's Reports and Accounts 2016, together with the audit report thereon; the audited non-consolidated annual financial statements of the Guarantor as at and for the year ended 31 December 2016; the unaudited consolidated Interim Financial Report of the Issuer as at and for the three months ended 31 March 2017; (G) the consolidated Interim Financial Report of the Issuer as at and for the six months ended 30 June 2017 (condensed interim consolidated Financial Statements reviewed by auditors); (H) the press release dated 1 August 2017; (I) (J) (K) the press release dated 4 August 2017 regarding the Issuer s consolidated results as at 30 June 2017; the press releases dated 20 September 2017, 4 October 2017 and 13 October 2017 (purchase of own shares at the service of the long-term incentive scheme); the press release dated 26 October 2017 regarding the agreement signed with Trade Unions as part of the updated UBI Banca 2019/2020 Business Plan; (L) the press release dated 10 November 2017 regarding the Issuer s consolidated results as at 30 September 2017; (M) (N) the press release dated 12 December 2017 regarding the approval by the Supervisory Board of the Issuer of the governance revision guidelines; the press release dated 28 December 2017 regarding the outcome of the SREP in relation to the requirement for 2018; Such information shall be incorporated into, and form part of, this Prospectus, save that any statement contained in information which is incorporated by reference herein shall be modified or superseded for the purpose of this Prospectus to the extent that a statement contained herein modifies or supersedes - 9 -

10 such earlier statement (whether expressly, by implication or otherwise). Any statement so modified or superseded shall not, except as so modified or superseded, constitute a part of this Prospectus. Any document which is incorporated by reference into any of the documents listed under items (A) to (N) above shall not constitute a part of this Prospectus. Copies of the press releases incorporated by reference into this Prospectus may be obtained from the registered office of the Issuer and the Issuer s website ( Releases-EN-2.aspx?anno=2017&mese=). Copies of the Issuer s financial statements and of Terms and Conditions of the Covered Bonds contained in previous Prospectuses incorporated by reference into this Prospectus may be obtained from the registered office of the Issuer and the Issuer s website ( and Copies of the Guarantor s financial statements incorporated by reference into this Prospectus may be obtained from the website of the Irish Stock Exchange ( c6cc974b4e1b.pdf?v= and a2e9693e-a3b8-4a ad2028e6b3ec.pdf). The audited consolidated financial statements referred to above, together with the audit reports thereon, are available both in the original Italian and in English. The English language versions represent a direct translation from the Italian language documents. To the extent that any document incorporated by reference in this Prospectus incorporates further information by reference, such further information does not form part of this Prospectus. Any part of the documents listed under items (A) to (N) above not listed in cross reference list below but contained in such documents, is not incorporated by reference in this Prospectus and is either not relevant for the investor or it is covered elsewhere in this Prospectus. * * * * * On page 61 of the Prospectus, in paragraph Cross-reference List, the following tables are included before the table headed "Press release dated 1 August 2017": Press Releases Press release dated 28 December 2017 regarding the outcome of the SREP in relation to the requirement for 2018 Press release dated 12 December 2017 regarding the approval by the Supervisory Board of the Issuer of the governance revision guidelines Press release dated 10 November 2017 regarding the Issuer s consolidated results as at 30 September 2017 Press release dated 26 October 2017 regarding the agreement signed with Trade Unions as part of the updated UBI Banca 2019/2020 Business Plan English paragraph included in the document Entire document Pages iii - vii Entire document

11 Press releases dated 20 September 2017, 4 October 2017 and 13 October 2017 (purchase of own shares at the service of the long-term incentive scheme) Entire documents Issuer s Interim Financial Report As at 30 June 2017 Consolidated financial statements of the Issuer Consolidated Balance Sheet Page 158 Consolidated Income Statement Page 159 Consolidated Statement of Comprehensive Income Page 160 Statement of Changes in Consolidated Equity Page Consolidated Statement of Cash Flows Page 163 Explanatory Notes Pages Any other information not listed above but contained in the documents incorporated by reference is not incorporated by reference and is either not relevant for the investor or it is covered elsewhere in the Prospectus

12 THE ISSUER On pages 149 of the Prospectus, the paragraph headed The Issuer's share capital is deleted and replaced as follows: The Issuer's share capital As at 13 December 2017, the issued share capital of the Issuer amounted to 2,843,177,160.24, consisting of 1,144,285,146 ordinary shares. *** On page 149 of the Prospectus, at the end of the paragraph headed UBI Banca and the UBI Banca Group recent developments the following new paragraphs are added: On 27 November 2017, the Issuer announced that, in the framework of annual revision, DBRS reduced by one notch its Long-term Issuer Rating, from BBB (high) to BBB, and its Short-Term Issuer rating, from R-1 (low) to R-2 (high). The Trend, previously Negative, is now Stable for all the ratings. The ratings attributed to UBI Banca are the following: - Long-Term Issuer rating: BBB - Short-Term Issuer rating: R-2 (high) - Long-Term Senior Debt: BBB - Short Term Debt: R-2 (high) - Long-Term Deposits: BBB - Short Term Deposits: R-2 (high) - Subordinated Debt (two outstanding EMTN issuances): BB (high) - Long-Term Critical Obligations rating: A (low) - Short-Term Critical Obligations rating: R-1 (low) - Intrinsic Assessment: BBB - Support Assessment: SA3 (unchanged) DBRS press release is available on the website of the Rating Agency. In addition to the above, on 4 December 2017, DBRS confirmed the AA(low) ratings on the Programme. In light of the above, DBRS ratings set out on the front page of the Prospectus shall be construed accordingly. ***

13 Merger by incorporation of Banca Adriatica S.p.A. and Cassa di Risparmio di Loreto S.p.A. On 17 October the Issuer announced that with reference to the project for the merger by incorporation of Banca Adriatica S.p.A. ( Banca Adriatica ), Banca Tirrenica S.p.A., Banca Teatina S.p.A., Cassa di Risparmio di Loreto S.p.A. ( CARILO ) and Banca Federico del Vecchio S.p.A. - the deed pursuant to art of the Italian Civil Code for the merger by incorporation into the Issuer, signed on 16 October 2017, was filed with the competent companies register. The merger of Banca Adriatica and CARILO into the Issuer became effective and enforceable on 23 October 2017 (the Date of Effect ), and for accounting and tax purposes on 1 October The share capital of Banca Adriatica and CARILO was cancelled with effect from the Date of Effect. UBI Banca has not issued any share as a result of the incorporation of Banca Adriatica, since the share capital of Banca Adriatica was wholly owned by UBI Banca. The merger of CARILO involved the issue of 40,640 shares of UBI Banca (the New UBI Shares ) which were issued in exchange for 64,000 shares of CARILO held by the sole minority shareholder. The exchange ratio of UBI Banca shares to each CARILO share was equal to 0.635, with a consequent increase of 101, in the share capital of UBI Banca. No settlement of cash balances has taken place as part of the share exchange. As a consequence of the incorporation of CARILO, the article of association of UBI Banca has been amended on the Date of Effect in order to incorporate the new number of shares (1,144,285,146 shares) and the new amount of the share capital (Euro 2,843,177,160,24). No further amendments are foreseen for the mergers of Banca Adriatica and Carilo. The New UBI Banca Shares have been made available on the Date of Effect and are managed in centralised and dematerialised form by Monte Titoli S.p.A. and listed on the Mercato Telematico Azionario (electronic stock exchange) operated by Borsa Italiana S.p.A. according to the shares already outstanding at the time of the issuance. As a result of the aforementioned merger, the Issuer s share capital increased to Euro 2,843,177, On 24 October 2017 the Issuer announced that the migrations of Banca Adriatica and its subsidiary CARILO onto UBI Banca s IT platform have been successfully completed. The IT migrations concerned a total of 285 branches and customer facilities, 2,673,213 customer files, 579,224 current accounts and 137,257 custody accounts, and involved approx. 2,600 employees both in the preparatory stage and post-migration. *** Merger of Banca Tirrenica and Banca Federico del Vecchio On 16 November 2017, the Issuer announced that, on the same date, the filing with the competent Company Registrar - pursuant to Art of the Italian Civil Code of the deed signed on 14 November 2017 relating to the mergers by incorporation of Banca Tirrenica S.p.a. (former Nuova Banca Etruria) and Banca Federico del Vecchio S.p.a. into UBI Banca. The mergers of Banca Tirrenica and Banca Federico del Vecchio into UBI Banca became effective and enforceable against third parties from 27 November 2017 and from 1 October 2017 for accounting and tax purposes

14 The mergers of Banca Tirrenica and Banca Federico del Vecchio did not result in any amendments to the Articles of Association of UBI Banca, neither with regard to the number of shares or the share capital nor with regard to any other clauses. On 27 November 2017, the Issuer announced the completion of the migration of Banca Tirrenica and Banca Federico del Vecchio into UBI Banca s IT platform. The IT migration concerned a total of 141 branches and customer facilities, 1,958,859 customer file, 211,763 current accounts and 108,228 custody accounts, and involved approximately 1,452 employees. *** The merger of Banca Teatina (former Carichieti) into UBI Banca is scheduled to take place by the end of February *** Closing of the contract for the sale of UBI Banca International S.A. to EFG International A.G: On 2 November 2017 the Issuer announced that, within a progressive review programme on the UBI Banca Group s core activities, an agreement for the sale of the 100% of the share capital of UBI Banca International S.A. to EFG International AG, a global private banking group, had been finalised. The perimeter of the sale includes approximately 0.9 billion of direct funding and approximately 3 billion of indirect funding; the sale, effective as of 1 November 2017, had no impact on UBI s capital ratios

15 TAXATION On page 206 of the Prospectus, the third sub-paragraph under the paragraph headed Italian resident Covered Bondholders is deleted and replaced as follows: Subject to certain limitations and requirements (including a minimum holding period), Italian resident individuals not acting in connection with an entrepreneurial activity or social security entities pursuant to Legislative Decree No. 509 of 30 June 1994 and Legislative Decree No. 103 of 10 February 1996 may be exempt from any income taxation, including the imposta sostitutiva, on interest, premium and other income relating to the Covered Bonds if the Covered Bonds are included in a long-term savings account (piano di risparmio a lungo termine) that meets the requirements set forth in Article 1( ) of Law No. 232 of 11 December 2016 (the Finance Act 2017 ). * * * * * On page 206 of the Prospectus, the fifth sub-paragraph under the paragraph headed Italian resident Covered Bondholders is deleted and replaced as follows: Under the current regime provided by Law Decree No. 351 of 25 September 2001 converted into law with amendments by Law No. 410 of 23 November 2001, Law Decree No. 78 of 31 May 2010, converted into Law No. 122 of 30 July 2010 and Legislative Decree No. 44 of 4 March 2014, all as amended, payments of interest, premiums or other proceeds in respect of the Covered Bonds made to Italian resident real estate investment funds established pursuant to Article 37 of Legislative Decree No. 58 of 24 February 1998, as amended and supplemented, or pursuant to Article 14-bis of Law No. 86 of 25 January 1994, and Italian real estate SICAFs (the Italian Real Estate SICAFs ) are subject neither to imposta sostitutiva nor to any other income tax in the hands of the Italian real estate fund or the Italian Real Estate SICAF. However, a withholding tax of 26 per cent. will apply, in certain circumstances, to distributions made in favour of unitholders/shareholders of the Italian real estate fund or the Italian Real Estate SICAF. * * * * * On page 207 of the Prospectus, the fourth sub-paragraph of the paragraph headed Italian resident Covered Bondholders is deleted and replaced as follows: Where an Italian resident Covered Bondholders is a pension fund (subject to the regime provided for by article 17 of the Italian Legislative Decree No. 252 of 5 December 2005) and the Covered Bonds are deposited with an authorised intermediary, Interest relating to the Covered Bonds and accrued during the holding period will not be subject to imposta sostitutiva, but must be included in the result of the relevant portfolio accrued at the end of the tax period, to be subject to a 20 per cent. substitute tax. Subject to certain conditions (including minimum holding period requirement) and limitations, interest, premium and other income relating to the Covered Bonds may be excluded from the taxable base of the 20 per cent. substitute tax if the Covered Bonds are included in a long-term savings account (piano di risparmio a lungo termine) that meets the requirements set forth in Article 1 ( ) of Finance Act * * * * On page 208 of the Prospectus, the first sub-paragraph of the paragraph headed Non-Italian Resident Noteholders is deleted and replaced as follows:

16 Where the Covered Bondholder is a non-italian resident, without a permanent establishment in Italy to which the Covered Bonds are effectively connected, an exemption from the imposta sostitutiva applies provided that the non-italian resident beneficial owner is: (a) (b) (c) (d) resident, for tax purposes, in a country which allows for a satisfactory exchange of information with Italy as listed in the Italian Ministerial Decree of 4 September 1996, as amended by Ministerial Decree of 23 March 2017 and possibly further amended by future decrees issued pursuant to Article 11(4)(c) of Decree 239 (the White List ) ; or an international body or entity set up in accordance with international agreements which have entered into force in Italy; or a Central Bank or an entity which manages, inter alia, the official reserves of a foreign State; or an "institutional investor", whether or not subject to tax, which is established in a State included in the White List. * * * * * On page 211 of the Prospectus, the fourth sub-paragraph of the paragraph headed Capital gains tax is deleted and replaced as follows: Subject to certain limitations and requirements (including a minimum holding period), Italian resident individuals not engaged in an entrepreneurial activity or social security entities pursuant to Legislative Decree No. 509 of 30 June 1994 and Legislative Decree No. 103 of 10 February 1996 may be exempt from Italian capital gain taxes, including the imposta sostitutiva, on capital gains realised upon sale or redemption of the Covered Bonds if the Covered Bonds are included in a long-term savings account (piano di risparmio a lungo termine) that meets the requirements set forth in Article 1( ) of Finance Act * * * * * On page 211 of the Prospectus, the fifth sub-paragraph of the paragraph headed Capital gains tax is deleted and replaced as follows: Any capital gains realised by a Covered Bondholder who is an Italian pension fund (subject to the regime provided for by article 17 of the Italian Legislative Decree No. 252 of 5 December 2005) will be included in the result of the relevant portfolio accrued at the end of the tax period, to be subject to a 20 per cent. substitute tax. Subject to certain conditions (including minimum holding period requirement) and limitations, capital gains on the Covered Bonds may be excluded from the taxable base of the 20 per cent. substitute tax if the Covered Bonds are included in a long-term savings account (piano di risparmio a lungo termine) that meets the requirements set forth in Article 1( ) of Finance Act

17 GENERAL INFORMATION On page 219 of the Prospectus, the paragraph headed No Significant Change is deleted and replaced as follows: No Significant Change There has been no significant change in the financial position of UBI Banca and the UBI Banca Group since 30 June Since 31 December 2016, there has been no significant change in the financial or trading position of the Guarantor. *** On page 220 of the Prospectus, the paragraph headed Documents on display is deleted and replaced as follows: Documents on Display So long as Covered Bonds are capable of being issued under the Programme, physical or electronic copies of the following documents will, when published, be available (in English translation, where necessary) free of charge during usual business hours on any weekday (except for Saturdays, Sundays and public holidays) for inspection at the registered office of the Issuer: (a) the By-laws of the Issuer and the constitutive documents of the Guarantor; (b) the consolidated audited financial statements of the Issuer as at and for the years ended 31 December 2015 and 31 December 2016; (c) (d) (e) (f) (g) (h) (i) the unaudited consolidated financial statements of the Issuer as at and for the six months ended 30 June 2017; the unaudited consolidated financial statements of the Issuer as at and for the three months ended 31 March 2017; the non-consolidated audited financial statements of the Guarantor as at and for the years ended 31 December 2015 and 31 December 2016; the most recently published audited annual financial statements of the Issuer and the Guarantor and the most recently published unaudited interim financial statements (if any) of the Issuer; a copy of this Prospectus; any future offering circulars, prospectuses, information memoranda and supplements to this Prospectus including Final Terms and any other documents incorporated herein or therein by reference; and each of the Transaction Documents

18 AMENDMENTS TO TRANSACTION DOCUMENTS On 11 December 2017, the parties of the Programme entered into a master amendment agreement (the Master Amendment Agreement ), in order to, inter alia: (i) amend each of the Master Loans Purchase Agreements, the Warranty and Indemnity Agreements, the Master Servicing Agreement, the Intercreditor Agreement, the Cash Allocation, Management and Payments Agreement, the Cover Pool Management Agreement, the English Account Bank Agreement, the Conditions and the Master Definitions Agreement (the Amended Agreements ), in order to make certain amendments which the Issuer considers expedient to make as further detailed therein in relation to, inter alia, provide (a) the amendment of the Nominal Value Test, (b) the inclusion of the possibility to transfer Public Entities Securities under the Programme within the limits set forth under the Master Loans Purchase Agreement and (c) the termination of the Liability Swap Agreements, (ii) amend certain definitions set forth under the Terms and Conditions and the Master Definitions Agreement, (iii) provide for the termination of the Swap Collateral Account Bank and the release of the securities formerly created over the accounts originally opened with the Swap Collateral Account Bank, (iv) acknowledge and agree the closure of the accounts originally opened with the Swap Collateral Account Bank, and (v) update some provisions of the Amended Agreements accordingly. Consequently, the Master Loans Purchase Agreements, the Warranty and Indemnity Agreements, the Master Servicing Agreement, the Intercreditor Agreement, the Cash Allocation, Management and Payments Agreement, the Cover Pool Management Agreement, the English Account Bank Agreement, the Conditions and the Master Definitions Agreement have been amended in accordance with the Master Amendment Agreement. In light of the above, on page 187 of the Prospectus, under the section headed Credit Structure, the paragraph headed Nominal Value Test is deleted and replaced as follows: The Calculation Agent shall verify that, on each Calculation Date, the aggregate Outstanding Principal Balance of the Eligible Cover Pool shall be higher than or equal to the Outstanding Principal Amount of all Series of Covered Bonds issued under the Programme and not cancelled or redeemed in full in accordance with their Final Terms at the relevant Calculation Date. For the purpose of the above, the Calculation Agent shall consider the Outstanding Principal Balance of the Eligible Cover Pool as an amount equal to the "Nominal Value", which will be calculated on each Calculation Date, by applying the following formula: A* (AP) + B + C where, "A" stands for the "Adjusted Outstanding Principal Balance" of each Mortgage Loan in the Cover Pool as at the relevant Calculation Date, defined as the lower of: (i) the actual Outstanding Principal Balance of the relevant Mortgage Loan as calculated on the relevant Calculation Date; and (ii) the Latest Valuation relating to that Mortgage Loan multiplied by M, where (a) for all Residential Mortgage Loans that are not Defaulted Loans, M = 0.80; (b) for all Commercial Mortgage Loans that are not Defaulted Loans, M = 0.60; and

19 (c) for all Mortgage Loans that are Defaulted Loans M = 0; minus the aggregate sum of the following deemed reductions to the aggregate Adjusted Outstanding Principal Balance of the Mortgage Loans in the Cover Pool, if any of the following occurred during the previous Calculation Period: (1) a Mortgage Loan (or any security granted in relation thereto, the "Related Security") was, in the immediately preceding Calculation Period, in breach of the representations and warranties contained in the Warranty and Indemnity Agreement or was subject to any other obligation of the relevant Seller to repurchase the relevant Mortgage Loan and its Related Security, and in each case the Seller has not repurchased the Mortgage Loan or Mortgage Loans of the relevant Debtor to the extent required by the terms of the Master Loans Purchase Agreement (each such loan being an "Affected Loan"). In this event, the aggregate Adjusted Outstanding Principal Balance of the Mortgage Loans in the Cover Pool (as calculated on the relevant Calculation Date) will be deemed to be reduced by an amount equal to the Adjusted Outstanding Principal Balance of the relevant Affected Loan or Affected Loans (as calculated on the relevant Calculation Date); and/or (2) the Issuer or any other Seller, in the preceding Calculation Period, was in breach of any other material warranty under the relevant Master Loans Purchase Agreement and/or the Master Servicer or the Sub-Servicer was, in the preceding Calculation Period, in breach of a material term of the Master Servicing Agreement. In this event, the aggregate Adjusted Outstanding Principal Balance of the Mortgage Loans in the Cover Pool (as calculated on the relevant Calculation Date) will be deemed to be reduced by an amount equal to the resulting financial loss incurred by the Guarantor in the immediately preceding Calculation Period (such financial loss to be calculated by the Guarantor or on its behalf without double counting and to be reduced by any amount paid (in cash or in kind) to the Guarantor by the Issuer, the relevant Seller and/or the Master Servicer or the Sub-Servicer to indemnify the Guarantor for such financial loss); multiplied by the Asset Percentage ( AP ); "B" stands for the aggregate amount standing to the credit of the English Principal Collection Accounts, the principal amount to standing to the credit of the Italian Collection Accounts or the principal amount of any Eligible Assets and Top-Up Assets qualifying as Eligible Investment; "C" stands for the aggregate Outstanding Principal Balance of any Eligible Assets other than Mortgage Loans, provided that any such Eligible Assets (other than Mortgage Loans) will be computed according to the provisions of the Cover Pool Management Agreement; The "Asset Percentage" means the lower of (i) per cent and (ii) such other percentage figure as may be determined by the Issuer on behalf of the Guarantor in accordance with the methodologies published by the Rating Agencies (after procuring the level of overcollateralization in line with the target rating). Notwithstanding that, in the event the Issuer chooses not to apply such other percentage figure (item (ii) above) of the Asset Percentage, this will not result in a breach of the Nominal Value Test. In light of the above, some sections of the Prospectus, including those headed Overview of the Programme, Terms and Conditions of the Covered Bonds, Overview of the Transaction Documents, Credit Structure and Glossary shall be read in accordance with the amendments to the Transaction Documents described above and under the Master Amendment Agreement. * * * * *

20 The language of this Supplement 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. Copies of the Prospectus and this Supplement may be obtained from the registered office of the Issuer and on the Issuer's website ( The contents of the Issuer's website do not form part of this Supplement. To the extent that there is any inconsistency between (a) any statement in this Supplement or any statement incorporated by reference into the Prospectus by this Supplement and (b) any other statement in, or incorporated by reference into, the Prospectus, the statements in (a) above will prevail. Save as disclosed in this Supplement, there has been no other significant new factor, material mistake or inaccuracy relating to information included in the Prospectus since the publication of the Prospectus