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Group Presentation

February 2012

BANCO POPOLARE ranks among the largest cooperative banks in Italy. It is the holding company of the banking group GRUPPO BANCO POPOLARE, the fourth largest branch network in Italy (with 2,060 branches). GRUPPO BANCO POPOLARE services approximately 3.1 million customers and has 19,200 employees, with a strong market position in the northern regions of Italy, focused on retail, SME and family enterprises. GRUPPO BANCO POPOLARE is composed of a group of local banks very well rooted in their territories. These banks have grown over time creating value at the service of the communities. A single historical, cultural and managerial heritage is a foundational pillar of the Bank today. The holding company is a cooperative bank and is listed on the Milan Stock Exchange. As a consequence of its legal structure, BANCO POPOLARE has a diffuse ownership (~ 360,000 shareholders, out of which ~ 226,000 with voting rights). The voting rights of BANCO POPOLAREs registered shareholders are limited to one vote per head and no shareholder, except for investment funds, can own more than 0.5 % of total equity.

Geographical mix: branch network located mainly in wealthy northern Italy, with strong positioning in attractive areas
Market share by number of branches (31/12/2010)
>15% 5-15% 1.5-5% >0-1.5% 0% (i)

Customer loans by geographical area (30/06/2011)

RoW 3% NorthWest 45.%

South and Islands 6% Centre 16% North-East 30%

Market share by loans and deposits in some of the main regions (as at 30/06/2011)
Loans Veneto Lombardy Emilia Romagna Piedmont Liguria Tuscany 7.58% 7.00% 7.63% 6.71% 8.74% 7.28%

Group franchise at a glance

(ii) (iii)

Deposits 8.48% 6.01% 6.58% 6.17% 9.40% 7.47%

(i) (ii) (iii)



Leading player in the Italian domestic market, mainly concentrated in the wealthiest regions of Italy, with good market shares in both loans and deposits: North West: 7.06% (loans) and 6.33% (deposits); North East: 6.57% and 6.28%. Strong base of domestic retail customers. Excellent geographical position: Economically resilient northern Italy accounts for 74.8% of the Banks of Territory branch network (more than 85% including Tuscany) as at 31/12/2010. Franchise quality. Well-recognized brands in core market regions

Branch market shares are calculated as of 31 Dec. 2010 and are based on a total of 1,992 branches of the Banks of the Territory. Referred to the so-called Core Business, composed of Non-financial Corporates, Small Business and Households. Deposit market shares are based on the Bank of Italys Statistical Bulletin and hence comprise banks fund-raising in the form of deposits (with agreed maturity, sight, overnight and redeemable at notice), savings certificates, CDs, current accounts and repos.

Banco Popolare: new Group structure




Product Companies
Banca ALETTI ALETTI GESTIELLE SGR AGOS DUCATO AVIPOP Assicurazioni POPOLARE VITA Private & Investment Banking Asset Management Consumer Credit Non-Life Bancassurance JV AVIVA Life Bancassurance JV FON-SAI

Banco Popolare: International Network

U.K. London Branch

BP Luxembourg RUSSIA Moscow Rep. Off.

CHINA Beijing Rep. Off.

BP Hungary BANCA ALETTI Suisse

CHINA Shanghai Rep. Off.

BP Croatia D.D.

CHINA Hong Kong Rep. Off. AT Leasing S.A. Romania INDIA Mumbai Rep. Off.

International Subsidiaries and Branch

Banco Popolare Luxembourg SA
Mr. Filippo Negri 26 Boulevard Royal C.P.555 L-2449 Luxembourg tel. +352 4657571 SWIFT GRVRLULL direction@bancopopolare.lu

Banco Popolare Croatia

36 branches

Mr. Sergio Resegotti Petrovaradinska, 1 - 10000 Zagreb tel. +385 1 4653 400 fax +385 1 4653 409 SWIFT BPCR HR 22 sergio.resegotti@bpc.hr

Mr. Davide Manzotti Via Magatti n. 6 C.P. 5826 Lugano tel. +41 91 9118141 SWIFT VRBPCH22 info@alettibank.ch

Banco Popolare Hungary

10 branches

Mr. Vincenzo Fasano Rakoczi ut 1-3, East-West Business Center, 1088 Budapest tel. +36 1 2357400 fax. +36 1 2666815 SWIFT INCN HU HB vincenzo.fasano@bancopopolare.in


Mr. Dario Mancini 1-5 Moorgate London EC2R 6JH tel. +44 20 7726 9450 fax 20 7726 9481 SWIFT VRBPGB2L londonbranch@bancopopolare.it

AT Leasing S.A.

6 branches

Mrs. Gabriela Mateescu Splaiul Indipendententei n315/319 Sector 6, Bucarest tel. +40 752 090 299 gabriela.mateescu@atleasing.ro

Representative offices
Mrs. Yang Jiang Twin Towers Unit 07, Level 15 West Tower B12 JianGuoMenWai Avenue, Chaoyang District Beijing 100022, CHINA tel: +86 10 6566 4351 fax: +86 10 6566 3790 beijing@bancopopolare.cn


Mr. Edwin Chun Kit Tsang 3205 Central Plaza 18 Harbour Road, Wan Chai, HONG KONG tel. +852 2522 7608 fax +852 2521 9688 hongkong@popolare.hk


Mr. Luigi Grisi Unit 013 27/Fl. Hang Seng Bank Tower 1000 Lujiazui Ring Road Pudong New Area, Shanghai 200120 China Tel.: 86.21.6841 0599 - Fax: 86.21.6841 1776 Email: shanghai@bancopopolare.cn


Mr. Stefano Pulliero 82 8th Floor, Jolly Maker Chambers II 225 Nariman Point Mumbai 400021 - INDIA Tel +91 22 22042872 fax +91 22 22042874 mumbai@bancopopolare.in


Mr. Maurizio Zucchetti Federation Tower Presnenkaya nab. 12, floor 54, office 1A - 121100 Moscow RUSSIAN FEDERATION tel./fax +7 495 6459702 moscow@bancopopolare.ru

RWA/Total Assets ratio: Banco Popolare vs. peers

Italian comparison: data published for 30 June 2011
83% 80% 70% 60% 50% 40% 30% 20% 10% 0% 82% 72% 53% Italian Peer Average : 52% 50% 48% 43% 68%








BP 30/09/2011

Notes: The Peer average is calculated as the sum of total RWA over the sum of total assets.

European comparison: FY 2011E

70% 60% 50% 40% 30% 20% 10% 0% Spain Italy UK Nordics Germany Benelux 54% 52% 32% 32% 35% 31%

European Peer Average: 37%

Source: Internal analysis on the basis on report published by brokers. N.B. In addition to the above-exposed countries, the European Peer Average includes also Portugal, Ireland, Austria, Greece and a UK Asian bank.


Agency Shortterm Longterm Other ratings ITALY *
Short-term Long-term

Individual: Fitch F3 BBB


C F2 A(negative)

Support: BFSR:
(Bank Financial Strenght Rating)

2 D+ P-1

Moody's Investors Service Standard & Poor's

P-2 A-3






N.B.: Indicated long-term ratings refer to the senior debt of the Groups companies. Updated as of February 10, 2012. * Updated as of February 14, 2012.

Banco Popolare Group risk profile: low structural risks

Business Model Focus on Retail Deep local roots in core market territory: 75% of loans are concentrated in the north of Italy. Banking business mainly focused on households, small businesses and medium-sized corporate customers. Core business accounts for about 93% of total revenues. RWA/Total Assets ratio of 68% at September 30, 2011 vs. 52% on average in Italy (and 37% on average for European banks). Sound Balance Sheet Structure and Liquidity Pos. Funding needs are structurally covered until 2012.

Low risk in assets 97% of the core business is domestic. Strong diversification of the loan portfolio, which was subject to strict valuation rigor and provisioning in 2008. Alignment of all participations in the merchant banking portfolio to market values.

No Investments in Toxic Assets No exposure to the subprime monoliners, CDOs/CBOs. mortgage sector,

No investment in structured credit products. No investment in structured investment products on market variables.


2011/2013-2015 Business Plan guidelines

Efforts of the Territorial Divisions to be poured onto their historic franchise (one brand for each municipality). Strengthen the role of the branch through a higher focus on the relationship with SMEs and the development of the role of Branch Manager Focus Focus on on the the territory territory Satisfy customer needs, old and new, by: - Introducing specific and innovative products services - Using integrated multi-channels that minimize the costto-serve New New customers customers

Growing Growing together together in in a sustainable way, a sustainable way, improving improving efficiency, efficiency, and and with with a a low low risk risk profile profile

Increase Increase in in branch branch performance performance

Efficiency Efficiency gains gains Efficiency gains by: - Reduction of headquarter resources in favour of the commercial network. - Elimination of activity duplication between Holding, Banks of the Territory/Territorial Divisions and territorial areas.

Large Large Banca Banca Popolare Popolare (LBP) (LBP) Project Project

Branch restructuring by: - Rationalising and Reorganising the underperforming branches - Limiting the number of new branch openings in strategic areas Innovation of customer service models for SMEs, Affluent and Mid Corporate customers

From optimisation of the federal model to the Large Banca Popolare Project - strong simplification of Group structure - simplification of Group corporate governance


New organizational structure: strong Group simplification

Large Banca Popolare Project

Separate legal entities

Effective December 27th, 2011

Separate legal entities Large Popolare Bank

Aletti Italease BP Holding


BP Holding







CRL BPV Division BPN Division BPL Division Creberg

BP Cremona

BP Crema

Three Territorial Divisions


Simplified Governance structure: from dual to traditional order

Simplification of the Groups governance, with return to a single Board of Directors Creation of a Board of Directors composed of a maximum of 24 resources, of which 3 up to 4 chosen among the top managers of the group; three of the executive members of the Board of Directors shall represent half of the members of an Executive Committee, which shall also be composed of the Chairman and the two Deputy Chairmen, for a total of 6 members Strengthening of the proximity to the territory, through the creation of a Local consulting and credit committee for each of the Divisions, with the function of expressing non-binding advisory opinions on major decisions regarding the local reality


Where and how we will compete

Geography Segments Products

Focus on Territory with an historical presence, where in each municipality the brand of the reference Banks of the Territory is recognized as on integral part of the local community

Mainly Retail, with focus on more attractive segments (Affluent, Small Corporate customers*) which offer development opportunities

A full range of products and services offered by product factories close to the distribution network and through increasingly integrated channels

Banco Popolare wants to compete leveraging on its strengths:

Note: * Enterprises with turnover <5 m.

Territorial proximity Rapid response of decisional centres Quality of the service offered


Treasury business: BANCO POPOLARE and BANCA ALETTI

BANCO POPOLARE (BAPPIT22) MONEY MARKET FOREX (Spot/Forward/Swaps) NB: 3rd party of CLS through JP MORGAN CHASE BANK NB: ONLY Interest Rate derivatives / short term NB: ONLY Special Repos BANCA ALETTI (ALETITMM)



BANCO POPOLARE: main contacts

Adolfo Ravasio Head of Money Market Desk

+39 035 350 306

e. mail
adolfo.ravasio@bancopopolare.it tesoreriacambi@bancopopolare.it moneymarket@bancopopolare.it giorgio.cavallari@bancopopolare.it tesoreriacambi@bancopopolare.it forex@bancopopolare.it

Dealing Code

Giorgio Cavallari Head of Forex Desk

+39 035 350 402



Products and services for international banks

BANCO POPOLARE provides a broad range of banking products and services to assist customers in their international trade business, in cooperation with our international correspondent banks: Trade Finance & Export Finance: partners of SACE, EBRD, IFC, ADB, IADB. L/C confirmations, discount of L/Cs or P/Ns. International Factoring In addition, GRUPPO BANCO POPOLARE provides a selected number of banking products and services specifically designed for international banks.

EURO accounts
- Commercial payments - Immigrant remittances - Check drawing - L/C reimbursing - Bank-to-bank transfers - Opening of non-resident accounts

Internet-based connection (Vant@ggio) and accounts in other currencies are available upon request.

TRA Transfer Access

Service provided by our group as UNIQUE entry point for EURO payments in Italy - Execution of payment instructions on a same day basis - Transparent fees for all payments (book-to-book transfers and payments in favour of other Italian banks customers) - Very competitive all-inclusive charges for payments with OUR option.
Tailor-made pricing available upon request.


VANT@GGIO Vant@ggio is our Internet-based remote banking product; it allows international banks to manage the accounts they hold with our banking group, supplementing the daily MT950 statement of account. Main features: - high level of security; - real time display of account entries (for accounts in our books); - real time display of account balance (for accounts in our books); - management of Eur electronic collections through EL.CO.S, offering: data-entry of collections; import, verification and sending of collection files; display of return information on collections sent.

EL.CO.S. EL.CO.S. is our electronic service for the collection through the Italian RI.BA. Network of EUR credits on behalf of companies exporting to Italian buyers. The service is managed via our Internet banking Vant@ggio, and can be used by foreign banks on behalf of their customers, or directly by foreign customers with a Euro account with our banking group. A presentation may be made available on request.


Financial data


Highlights on Banco Popolare Group results

Consolidated net income reaches 323.6m as at 30/09/2011 of which: Banco Popolare Standalone net income: +396.2m of which: Net impact of Italease: Normalised Group net income at 151.4m. (1) Good operating performance: Net Interest Income at 1,344.9m (-1.4% y/y) up by 3.8% q/q thanks to the strong repricing action realised by the commercial network, which has more than compensated the higher cost of funding. Net Commissions at 967.2m (+1.2% y/y) down by 2.1% q/q mainly due to seasonality reasons. Net Financial Result (net of FVO) at 149.0m up by 8.7% vs. 9M 2010, notwithstanding the negative performance in Q3 2011 of the bond portfolio, with particular reference to Italian Government bonds. Operating costs at 1.800.8m, substantially stable on an annual basis (+0.7%) and down by 1.0% vs. the previous quarter. More than satisfactory liquidity profile: direct customer funding +4.0% vs. nine-month 2010 and +1.6% since year end 2010. Wholesale funding already covered for 2011 and for the main part of 2012. Cost of credit risk at 81bps, substantially in line with the level of 2010 and with the previous quarter.
(1) Net of Fair Value Option, PPA, gain/write-backs on government bond portfolio, profits from the disposal of equity investments and costs for the headcount reduction plan.



Group reclassified consolidated balance sheet

Reclassified assets (thousand euro) Cash and cash equivalents Financial assets and hedging derivatives Due from banks Customer loans Equity investments Property, plant and equipment Intangible assets Non-current assets held for sale and discontinued operations Other assets Total 30/09/2011 522,070 19,472,691 8,704,950 93,452,486 1,533,990 2,320,866 5,128,165 226,669 5,405,178 136,767,065 31/12/2010 639,932 17,726,308 7,565,103 94,461,905 1,641,429 2,444,749 5,171,742 371,890 5,132,614 135,155,672 Chg. (117,862) 1,746,383 1,139,847 (1,009,419) (107,439) (123,883) (43,577) (145,221) 272,564 1,611,393 (18.4%) 9.9% 15.1% (1.1%) (6.5%) (5.1%) (0.8%) (39.0%) 5.3% 1.2%

Reclassified liabilities (thousand euro) Due to banks Due to customers, debt securities in issue and financial liabilities measured at fair value Financial laibilities and hedging derivatives Provisions Liabilities associated with assets held for sale Other liabilities Minority interests Shareholders' equity - Share capital and reserves - Net income for the period Total

30/09/2011 8,074,110 106,172,814 3,962,314 1,096,227 76,453 5,184,631 398,006 11,802,510 11,478,897 323,613 136,767,065

31/12/2010 9,492,950 104,523,749 3,969,498 1,448,122 159,407 3,621,551 412,913 11,527,482 11,219,467 308,015 135,155,672


(1,418,840) 1,649,065 (7,184) (351,895) (82,954) 1,563,080 (14,907) 275,028 259,430 15,598 1,611,393

(14.9%) 1.6% (0.2%) (24.3%) (52.0%) 43.2% (3.6%) 2.4% 2.3% 5.1% 1.2%


Consolidated 9M 2011 income statement: PPA details

PPA effect line by line Stated including PPA Reclassified income statement - /m Net interest income Profit (loss) on equity investments carried at equity Net interest, dividend and similar income Net commissions Other revenues Net financial income Other operating income Total income Personnel expenses Other administrative expenses Amortization and depreciation Operating costs Profit from operations Net write-downs on impairment of loans, guarantees and commitments Net write-downs on impairment of other financial transactions Net provisions for risks and charges Impairment of goodwill and equity investments Profit (loss) on disposal of equity and other investments Income before tax from continuing operations Tax on income from continuing operations Income (Loss) after tax from non-current assets held for sale Minority interest Net income for the period excluding PPA PPA impact after tax Net income for the period including PPA 9M 2011 1,344.9 27.4 1,372.3 967.2 39.8 555.0 1,562.1 2,934.4 (1,123.7) (575.1) (102.0) (1,800.8) 1,133.6 (591.5) (38.4) (9.3) (0.4) 64.9 558.9 (244.0) 21.1 (12.4) 323.6 323.6 (99.1) (99.1) (28.2) (8.5) (36.6) (135.8) (2.9) (2.9) (138.6) 0.0 (6.8) (145.4) 43.8 0.6 (101.0) (101.0) 0.2 (26.0) (26.0) 0.5 (75.0) (75.0) (38.6) 12.5 (6.8) (106.8) 31.3 0.0 (38.6) (2.9) (2.9) (100.0) (4.8) (4.8) (38.6) (28.2) (3.7) (31.8) (97.1) (33.8) (65.3) Total PPA impact of which: Italease 9M 2011 (33.8) (65.3) of which: ex-BPI Stated excluding PPA 9M 2011 1,444.0 27.4 1,471.4 967.2 68.0 563.5 1,598.8 3,070.2 (1,123.7) (575.1) (99.1) (1,797.9) 1,272.2 (591.5) (38.4) (9.3) (0.4) 71.7 704.3 (287.8) 21.1 (13.0) 424.6 (101.0) 323.6 Memo 2010 2010 with PPA 1,807.1 38.6 1,845.7 1,264.4 57.8 539.5 1,861.8 3,707.5 (1,535.5) (756.4) (147.3) (2,439.2) 1,268.3 (770.4) (96.0) (236.2) (0.9) 12.7 177.5 115.2 38.8 (23.5) 308.0 308.0 2010 without PPA 2,020.9 38.6 2,059.5 1,264.4 97.8 551.9 1,914.2 3,973.6 (1,535.5) (756.4) (143.3) (2,435.2) 1,538.5 (770.4) (96.0) (236.2) (0.9) 53.1 488.1 17.9 66.7 (31.0) 541.7 (233.7) 308.0


Consolidated 9M 2011 income statement: breakdown

30/09/2011 Banco Popolare Group (PPA line-by-line) 1,344.9 27.4 1,372.3 967.2 39.8 149.0 406.1 1,562.1 2,934.4 (1,123.7) (575.1) (102.0) (1,800.8) 1,133.6 (591.5) (38.4) (9.3) (0.4) 64.9 558.9 (106.6) (137.4) 21.1 (12.4) 323.6 30/09/2011

Reclassified income statement - /m

Banco Popolare (Standalone) 1,396.4 36.6 1,433.1 963.4 46.8 150.3 406.1 1,566.6 2,999.6 (1,106.3) (536.3) (83.7) (1,726.2) 1,273.4 (517.4) (38.5) (3.3) (0.4) 56.9 770.6 (164.1) (137.4) 19.4 (17.3) 471.2



PPA Italease

Net interest income Profit (loss) on equity investments carried at equity Net interest, dividend and similar income Net commissions Other revenues Net financial income (excluding FVO) Fair Value Option result (FVO) Other operating income Total income Personnel expenses Other administrative expenses Amortization and depreciation Operating costs Profit from operations Net write-downs on impairment of loans, guarantees and commitments Net write-downs on impairment of other financial transactions Net provisions for risks and charges Impairment of goodwill and equity investments Profit (loss) on disposal of equity and other investments Income before tax from continuing operations Tax on income from continuing operations (excluding FVO) Tax on FVO result Income (Loss) after tax from non-current assets held for sale Minority interest Net income for the period


47.5 (9.2)




38.3 3.9


(28.2) (3.7)

21.3 7.1 (4.8)

(31.8) (97.1)

32.2 70.6 (17.4) (38.8)

(4.8) (38.6)

(2.9) (2.9) (100.0)

(15.5) (71.7) (1.1) (74.1) 0.2 (38.6)


(6.0) -

(6.8) (106.8) 31.3

14.8 (66.3) 13.8 1.7 (38.6) 12.5

0.5 (75.0)

4.3 (46.6)

0.2 (26.0)




Relevant impacts on the P&L in the first nine months of 2011

Q3 2011 Pre-tax - FAIR VALUE OPTION (Income statement item: Net financial income) - WRITE-DOWNS/WRITE-BACKS ON GOVERNMENT BOND PORTFOLIO (Income statement item: Net financial income) 367.4 Post-tax 245.9
Q2 2011 Q2 2011

Pre-tax 153.3

Post-tax 100.3

Pre-tax (114.6)

Post-tax (77.6)

(90.1) 277.4 0.0 (4.8) 0.0 (1.4)

(60.3) 185.6 0.0 (3.2) 0.0 (1.8)

(29.8) 123.4 (6.6) (15.3) 0.0 23.7

(20.4) 79.9 (4.8) (10.3) 0.0 16.9

53.0 (61.7) 0.0 0.0 47.2 11.4

35.8 (41.7) 0.0 0.0 46.5 6.0


- SEVERANCE COSTS (Income statement item: Personnel expenses) - IMPAIRMENT ON GREEK GOVERNMENT BONDS (Income statement item: Net write-downs on impairment of other financial transactions) - PROFIT ON DISPOSAL OF EQUITY INVESTMENTS (Income statement item: Profit/loss on disposal of equity and other investments) - PROFIT ON ASSETS HELD FOR SALE (Income statement item: Income/Loss after tax from non-current assets held for sale)









Capital adequacy
Banco Popolare Group Capital Ratios
Includes estimated tax release impact on goodwill and other intangible assets (+20 bps) Still based on Standard Methodology


11.2% 7.8%


The negative impact from the business performance, due to write-downs on the government bond portfolio held for trading, was offset by a reduction in RWAs.

Total capital Tier 1



Core Tier 1




The positive impact coming from the tax release on goodwill and other intangible assets, estimated at 20bps, is due to become effective in Q4 2011.

30/06/11 Accounting
RWA: 95.7bn of which: Italease 10.5bn

30/09/11 Accounting
RWA: 93.2bn


of which: Italease 9.8bn


Asset quality: Group impaired loans

Gross impaired loans

Net impaired loans

Italease /bn BP Standalone

BP Standalone
















+6.9% +0.8%

%chg. vs. 31/12/10


+9.5% +2.7%

%chg. vs. 31/12/10





-28.7% +13.3% -1.3%



465.2 2,008.2 5,264.8 5,156.7


555.3 2,265.3 5,074.4 5,778.0

395.9 2,565.8 5,007.3 5,810.8

-14.9% +27.8% - 4.9%

428.9 1,708.8 4,337.0

525.0 1,938.5 4,215.0

-28.9% +15.4% -2.5%

373.0 2,236.6 4,110.0 3,522.5

-13.0% +30.9% - 5.2%




2,879.4 31/12/2010

3,293.7 30/06/2011



Past Due

Past Due





Banco Popolare: Corporate Division

Executive Corporate Division

Large, Institutions and Public Entities

Mid Corporate

Corporate Development

Commercial Planning, Pricing & Marketing Corp.

Structured Finance

International Division

Institutions and Public Entities

Foreign Banks

Foreign Department

Financial Institutions & International Units

Financial Sector Coverage

BP Croatia

Financial Institutions

BP Hungary International Units AT Leasing BP London Branch BP Luxembourg Representative Offices

Financial Institutions dedicated structures

Banco Popolares Corporate Department guarantees full coverage of Financial Institutions through two dedicated structures.

The Financial Institutions team is in charge of relationships with international correspondent banks, the main goal being to optimise the commercial and transactional business as well as market penetration.

The Financial Sector Coverage team covers domestic and international financial groups (banks and insurance companies) and focusses on both the financial side of the relationships and risk profile assessment.


Financial Institutions team: main contacts

Massimo Paolini Head
Relationship Manager

Russia & C.I.S. Countries

+39 0371 580020 - massimo.paolini@bancopopolare.it

Adelina Achilli
Relationship Manager

Gabriella Denti
Relationship Manager

France, Switzerland, Germany, Canada, USA & Americas

+39 0371 582346 adelina.achilli@bancopopolare.it

UK, Ireland, Austria, Benelux, CEE, Scandinavian & Baltic Countries

+39 0371 580391 gabriella.denti@bancopopolare.it

Giuliana Rusi
Relationship Manager

Angelo Scala
Relationship Manager

Australia, New Zealand, Spain, Portugal, Greece, Balkans, Turkey, India, Sri Lanka, Pakistan, Nepal
+39 045 8675025 giuliana.rusi@bancopopolare.it

Africa, Asia & Middle East

+39 045 8675213 angelo.scala@bancopopolare.it

VERONA: Tel. +39 045867.5551/5723 Fax +39 0458675412 LODI: Tel. +39 0371582.323/338 Fax +39 0371580762 financialinstitutions@bancopopolare.it


Financial Sector Coverage team: main contacts

Luigi Bertel
Head of the Public Entities and Financial Sector Coverage Department

International Banks
Nicoletta Zangrandi +39 0371 580 036 nicoletta.zangrandi@bancopopolare.it Vronique M. Manzoni +39 0371 580 390 veronique.manzoni@bancopopolare.it

Domestic Banks
Angelo Vigo +39 0371 580 746 vigoa@bancopopolare.it Eugenio Bracchi +39 0371 580 152 eugenio.bracchi@bipielle.it


In connection with the proposed business combination, the required information document will be sent to Commissione Nazionale per le Societ e la Borsa (CONSOB). Investors are strongly advised to read the documents that will be sent to CONSOB, the registration statement and prospectus, if and when available, and any other relevant documents sent to CONSOB, as well as any amendments or supplements to those documents, because they will contain important information. This presentation is being supplied to you solely for your information and may not be further distributed or passed on to any other person or published, in whole or in part, for any purpose. Neither this presentation nor any copy of it may be taken or transmitted into the United States, Canada, Australia or Japan or distributed, directly or indirectly, in the United States, Canada or Australia or distributed or redistributed in Japan or to any resident thereof. The distribution of this presentation in other jurisdictions may be restricted by law or regulation. Accordingly, persons who come into possession of this document should inform themselves of, and observe, these restrictions. To the fullest extent permitted by applicable law, the companies involved in the proposed business combination disclaim any responsibility or liability for the violation of such restrictions by any person. This presentation does not constitute or form part of, and should not be construed as, any offer or invitation to subscribe for, underwrite or otherwise acquire, any securities of Banco Popolare di Verona e Novara or any member of its group, any securities of Banca Popolare Italiana or any member of its group nor should it or any part of it form the basis of, or be relied on in connection with, any contract to purchase or subscribe for any securities in Banco Popolare di Verona e Novara or any member of its group, any securities of Banca Popolare Italiana or any member of its group or any commitment whatsoever. Persons who intend to participate in the proposed tender offers are reminded that any such participation may only be made solely on the basis of the information contained in the respective offer documents to be issued by Banco Popolare di Verona e Novara and Banca Popolare Italiana in accordance with the relevant tender offer and securities laws regulations which may be different from the information contained in this presentation. The information contained in this presentation is not for publication, release or distribution in Australia, Canada, Japan or the United States (within the meaning of Regulation S under the US Securities Act of 1933, as amended (the "Securities Act")). This presentation and the information contained herein are not an offer of securities for sale in the United States and may not be viewed by persons in the United States except for qualified institutional buyers (as defined in Rule 144A under the Securities Act) (QIBs). The securities proposed to be offered in Banco Popolare di Verona e Novara have not been and will not be registered under the Securities Act and may not be offered or sold in the United States except to QIBs in reliance on an exemption from, or transaction not subject to, the registration requirements of the Securities Act. The information contained in this presentation is for background purposes only and is subject to amendment, revision and updating. Certain statements in this presentation are forward-looking statements under the US federal securities laws about Banco Popolare di Verona e Novara and Banca Popolare Italiana and their combined business after completion of the proposed business combination. Forward-looking statements are statements that are not historical facts. These statements include financial projections and estimates and their underlying assumptions, statements regarding plans, objectives and expectations with respect to future operations, products and services, and statements regarding future performance. Forward-looking statements are generally identified by the words expects, anticipates, believes, intends, estimates and similar expressions. By their nature, forward-looking statements involve a number of risks, uncertainties and assumptions which could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. These include, among other factors, the satisfaction of the conditions of the offering, changing business or other market conditions and the prospects for growth anticipated by the Banco Popolare di Verona e Novaras and Banca Popolare Italianas management. These and other factors could adversely affect the outcome and financial effects of the plans and events described herein. Forward-looking statements contained in this presentation regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. Banco Popolare di Verona e Novara and Banca Popolare Italiana do not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. You should not place undue reliance on forward-looking statements, which speak only as of the date of this presentation.