SUPPLEMENT DATED 12 AUGUST 2016 TO THE COVERED BOND PROSPECTUS APPROVED ON 28 JULY 2016

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1 SUPPLEMENT DATED 12 AUGUST 2016 TO THE COVERED BOND PROSPECTUS APPROVED ON 28 JULY 2016 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 5,000,000,000 Covered Bond (Obbligazioni Bancarie Garantite) Programme unconditionally and irrevocably guaranteed as to payments of interest and principal by UBI FINANCE CB 2 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 28 July 2016 (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 5,000,000,000 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 CB 2 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) incorporate by reference (a) the press release published on 5 August 2016 in relation to the consolidated results of the Issuer as at and for the six months ended on 30 June 2016, and (b) the press release published on 29 July 2016 regarding the EU-wide stress tests conducted by the European Banking Authority in relation to the Issuer; and (ii) update the following sections of the Prospectus: (a) Risk Factors, (b) Information incorporated by reference, (c) The Issuer, (d) Taxation and (e) General Information

2 RISK FACTORS On pages 47-48, paragraph headed Compound interest, is deleted and replaced as follows: Compound interest Pursuant to article 1283 of the Italian Civil Code, in respect of a monetary claim or receivable, accrued interest may be capitalised after a period of not less than six months or from the date when any legal proceedings are commenced in respect of that monetary claim or receivable. Article 1283 of the Italian Civil Code allows derogation from this provision in the event that there are recognised customary practices to the contrary. Banks and other financial institutions in the Republic of Italy have traditionally capitalised accrued interest on a quarterly basis on the grounds that such practice could be characterised as a customary practice. However, a number of recent judgements from Italian courts (including judgements from the Italian Supreme Court (Corte di Cassazione) have held that such practices may not be defined as customary practices. Consequently if Debtors were to challenge this practice, it is possible that such interpretation of the Italian Civil Code would be upheld before other courts in the Republic of Italy and that the returns generated from the relevant Mortgage Loans may be prejudiced. In this respect, it should be noted that Article 25, paragraph 3, of legislative decree No. 342 of 4 August 1999 ( Decree No. 342 ), enacted by the Italian Government under a delegation granted pursuant to law No. 142 of 19 February 1992, has considered the capitalisation of accrued interest (anatocismo) made by banks prior to the date on which it came into force (19 October 1999) to be valid. After such date, the capitalisation of accrued interest is no longer possible upon the terms established by a resolution of the CICR issued on 22 February Law No. 342 has been challenged and decision No. 425 of 17 October 2000 of the Italian Constitutional Court has declared as unconstitutional under the provisions of Law No. 342 regarding the validity of the capitalisation of accrued interest made by banks prior to the date on which Law No. 342 came into force. Recently, article 17 bis of law decree 18 of 14 February 2016 as converted into Law no. 49 of 8 April 2016 amended article 120, paragraph 2, of the Consolidated Banking Act, providing that the accrued interest shall not produce further interests, except for default interests, and are calculated exclusively on the principal amount. On 8 August 2016, the decree no. 343 of 3 August 2016 issued by the Minister of Economy and Finance, in his quality of President of the CICR, implementing article 120, paragraph 2, of the Banking Law, has been published. Given the novelty of this new legislation and the absence of any jurisprudential interpretation, the impact of such new legislation may not be predicted as at the date of this Prospectus

3 INFORMATION INCORPORATED BY REFERENCE The information set out below supplements the paragraphs of section Information incorporated by reference, on page 54 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) (C) (D) (E) (F) (G) the press release dated 5 August 2016 regarding the Issuer s consolidated results as at 30 June 2016; the press release dated 29 July 2016 regarding the EU-wide stress test conducted by the European Banking Authority in relation to the Issuer; the audited consolidated annual financial statements of the Issuer as at and for the year ended 31 December 2014 contained in the Issuer's Reports and Accounts 2014, together with the audit report thereon; 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 unaudited consolidated Interim Financial Report of the Issuer as at and for the three months ended 31 March 2016; the audited non-consolidated annual financial statements of the Guarantor as at and for the year ended 31 December 2014; the audited non-consolidated annual financial statements of the Guarantor as at and for the year ended 31 December 2015; and (H) the Terms and Conditions of the Covered Bonds contained in the previous Prospectus dated 4 August 2015, pages (inclusive) prepared by the Issuer in connection with the Programme. 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 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 (H) 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 ( EN-2.aspx). 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 ( 0notes%20to%20the%20cons%20accounts%20of%20UBI%20BancaSpa.pdf and and aspx). Copies of the Guarantor s financial statements incorporated by reference into this Prospectus may be obtained from the website of the Irish Stock Exchange ( Data-Announcements/Debt/Individual-Debt-Instrument-Data/Dept-Security- Documents/?progID=739&FIELDSORT=docId). The audited consolidated financial statements - 3 -

4 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 (H) 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 54 of the Prospectus, in paragraph Cross-reference List, the following tables are included before the table headed "Reports and Accounts 2014": Press release dated 5 August 2016 regarding the Issuer s consolidated results as at 30 June 2016 UBI Banca Group: consolidated balance sheet mandatory statement Page 16 UBI Banca Group: consolidated income statement mandatory statement Page 17 Press release dated 29 July 2016 regarding the EU-wide stress test conducted by the European Banking Authority in relation to the Issuer Press release dated 29 July 2016 regarding the EU-wide stress test conducted by the European Banking Authority in relation to the Issuer Entire Document - 4 -

5 THE ISSUER On page 125, the paragraph headed General Management, is deleted and replaced as follows: General Management Name Position Victor Massiah... General Manager Elvio Sonnino Senior Deputy General Manager Rossella Leidi... Deputy General Manager Frederik Geertman... Deputy General Manager On page 128, at the end of the paragraph headed UBI Banca and the UBI Banca Group recent developments, a new paragraph is added as follows: EU-wide stress test conducted by the European Banking Authority UBI Banca was subject to the 2016 EU-wide stress test conducted by the European Banking Authority (EBA), in cooperation with the European Central Bank (ECB) and Bank of Italy, the European Commission (EC) and the European Systemic Risk Board (ESRB). The exercise was carried out across 51 banks, of which 5 Italian, covering approx. 70% of total banking assets in Europe. Results of the 2016 EU-wide stress test in relation to UBI Banca Group: ADVERSE SCENARIO CETI ratio as at 31/12/2015 Delta to fully loaded as at 31/12/2015 Stress test impact Total impact as at 31/12/2018 Fully loaded CET1 ratio as at 31/12/2018 Phased-in CET1 ratio Fully loaded CET1 ratio 12.08% -0.46% -2.77% -3.23% 8.85% 11.62% -2.77% -2.77% 8.85% BASELINE SCENARIO CETI ratio as at 31/12/2015 Delta to fully loaded as at 31/12/2015 Stress test impact Total impact as at 31/12/2018 Fully loaded CET1 ratio as at 31/12/2018 Phased-in CET1 ratio Fully loaded CET1 ratio 12.08% -0.46% 1.39% 0.93% 13.01% 11.62% 1.39% 1.39% 13.01% - 5 -

6 TAXATION On page 193 of the Prospectus, the paragraph headed Implementation in Italy of the Savings Directive is deleted and replaced as follows: Implementation in Italy of the Savings Directive Italy originally implemented the Savings Directive through Legislative Decree No. 84 of 18 April 2005 ( Decree No. 84 ). Under Decree No. 84, subject to a number of important conditions being met, for interest paid from 1 July 2005 to individuals qualifying as beneficial owners of the interest payment and resident for tax purposes in another Member State, Italian qualified paying agents had to report to the Italian Tax Authorities details of the relevant payments and personal information on the individual beneficial owner and had to not apply the withholding tax. Such information were transmitted by the Italian Tax Authorities to the competent foreign tax Authorities of the State of residence of the beneficial owner. With Law No. 114 of 9 July 2015, the Italian Parliament delegated the Government to implement Council Directive 2014/107/EU into domestic legislation (Council Directive 2011/16/EU has already been implemented in Italy through Legislative Decree No. 29 of 4 March 2014). The Minister of Economy and Finance issued the Decree of 28 December 2015 (published in the Official Gazette No. 303 of 31 December 2015) to implement Directive 2014/107/EU. Finally, Decree No. 84 has been repealed with effect from 1 January 2016 by Article 28 of Law No. 122 of 7 July 2016, in order to implement the Council Directive 2015/2060/EU. Transitional rules have been introduced to deal with certain obligations arising from the previous legislation

7 GENERAL INFORMATION On page 199 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) (b) (c) the By-laws of the Issuer and the constitutive documents of the Guarantor; the press release dated 5 August 2016 regarding the Issuer s consolidated results as at 30 June 2016; the press release dated 29 July 2016 regarding the EU-wide stress test conducted by the European Banking Authority in relation to the Issuer; (d) the consolidated audited financial statements of the Issuer as at and for the years ended 31 December 2014 and 31 December 2015; (e) the unaudited consolidated financial statements of the Issuer as at and for the three months ended 31 March 2016; (f) (g) (h) (i) (j) the non-consolidated audited financial statements of the Guarantor as at and for the years ended 31 December 2014 and 31 December 2015; 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. 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

8 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

SUPPLEMENT DATED 10 AUGUST 2017 TO THE COVERED BOND BASE PROSPECTUS APPROVED ON 21 JULY 2017 BANCO DI DESIO E DELLA BRIANZA S.P.A.

SUPPLEMENT DATED 10 AUGUST 2017 TO THE COVERED BOND BASE PROSPECTUS APPROVED ON 21 JULY 2017 BANCO DI DESIO E DELLA BRIANZA S.P.A. (incorporated with limited liability as a Società per Azioni under the