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BP11 ENG 10Tris DISCLAIMER This document is strictly private, confidential and personal to its recipients and should not be copied, distributed or reproduced in whole or in part, nor passed to any third party. THIS DOCUMENT CONTAINS A FREE ENGLISH LANGUAGE CONVENIENCE TRANSLATION OF THE ITALIAN PROSPECTUS PREPARED IN THE ITALIAN LANGUAGE, PURSUANT TO AND IN COMPLIANCE WITH ITALIAN LAW, EXCLUSIVELY (THE “PROSPECTUS”) WHICH WAS FILED WITH THE COMMISSIONE NAZIONALE PER LE SOCIETÀ E PER LA BORSA (“CONSOB”) ON 14 JANUARY 2011 FOLLOWING NOTIFICATION OF THE APPROVAL BY THE CONSOB OF ITS PUBLICATION ON 12 JANUARY 2011, PROTOCOL NUMBER 11001922. THIS DOCUMENT IS FOR INFORMATION PURPOSES ONLY AND SHOULD NOT BE RELIED UPON. THIS IS NOT AN OFFERING CIRCULAR, INFORMATION MEMORANDUM OR ANY OTHER FORM OF OFFERING DOCUMENT. BANCO POPOLARE – SOCIETÀ COOPERATIVA (TOGETHER WITH THE COMPANIES OF THE ISSUER’S GROUP AND THEIR RESPECTIVE DIRECTORS, MEMBERS, OFFICERS, EMPLOYEES OR AFFILIATES, THE “ISSUER”) AND THE GUARANTORS (AS DEFINED IN SECTION TWO, CHAPTER V, PARAGRAPH 5.4.3, OF THE TRANSLATION), MAKE NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE FAIRNESS, ACCURACY, COMPLETENESS OR CORRECTNESS OF THIS ENGLISH TRANSLATION, AND NEITHER THE ISSUER NOR THE GUARANTORS ACCEPT ANY RESPONSIBILITY OR LIABILITY WHATSOEVER FOR ANY LOSS OR DAMAGE HOWEVER ARISING FROM ANY USE OF THIS TRANSLATION OR ITS CONTENTS OR ARISING IN CONNECTION WITH IT. THIS ENGLISH TRANSLATION OF THE PROSPECTUS IS NOT AN OFFICIAL TRANSLATION. THIS TRANSLATION IS FOR INFORMATION PURPOSES ONLY AND IS NOT A SUBSTITUTE FOR THE PROSPECTUS WHICH SHALL PREVAIL. THE ONLY OFFICIAL VERSION OF THE PROSPECTUS IS THE ITALIAN VERSION WHICH HAS BEEN APPROVED BY THE COMPETENT BODY OF THE ISSUER AND PREPARED AND PUBLISHED ACCORDING TO ITALIAN LAW. THE PROSPECTUS CAN BE FOUND IN PRINTED FORM AT THE ISSUER’S HEAD OFFICE, AT BORSA ITALIANA S.P.A.’S PREMISES AND IN ELECTRONIC FORM ON THE WEBSITE OF THE ISSUER AND OF BORSA ITALIANA S.P.A. THIS ENGLISH TRANSLATION HAS NOT BEEN FILED OR PUBLISHED ACCORDING TO ITALIAN LAW. ACCORDINGLY, ANY AUTHORISED RECIPIENTS SHOULD REFER ONLY TO THE OFFICIAL ITALIAN VERSION OF THE PROSPECTUS BEFORE MAKING AN INVESTMENT DECISION AND SEEK APPROPRIATE PROFESSIONAL ADVICE BEFORE INVESTING IN ANY SECURITIES. THIS TRANSLATION IS SUBJECT TO AND QUALIFIED BY, IN ITS ENTIRETY, THE PROSPECTUS APPROVED BY THE ISSUER, WHICH IS THE ONLY OFFICIAL AND VALID DOCUMENT FOR ALL PURPOSES. ANY DISCREPANCIES OR DIFFERENCES BETWEEN THE PROSPECTUS AND THIS TRANSLATION ARE NOT BINDING AND THE PROSPECTUS SHALL PREVAIL AND THE ISSUER AND THE GUARANTORS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE ACCURACY OR COMPLETENESS OF THIS ENGLISH TRANSLATION AND ASSUME NO LIABILITY FOR ANY ERRORS, OMISSIONS OR INACCURACIES IN THIS ENGLISH TRANSLATION. THE PROSPECTUS SHOULD BE READ IN ITS ENTIRETY. THIS ENGLISH TRANSLATION DOES NOT CONTAIN OR CONSTITUTE, AND SHOULD NOT BE RELIED UPON AS, AN OFFER OR INVITATION TO MAKE AN OFFER OR TO ACQUIRE ANY SECURITIES IN ANY JURISDICTION. BY ACCESSING THIS DOCUMENT YOU ACKNOWLEDGE, ACCEPT AND AGREE TO THE FOREGOING. THIS TRANSLATION IS NOT FOR PUBLICATION OR ANY DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN. THESE MATERIALS ARE NOT AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN. SECURITIES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES IN ABSENCE OF REGISTRATION WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION OR AN EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED. BANCO POPOLARE – SOCIETÀ COOPERATIVA – DOES NOT INTEND TO REGISTER ANY PART OF THE OFFERING IN THE UNITED STATES OR TO CONDUCT A PUBLIC OFFERING OF SECURITIES IN THE UNITED STATES. IMPORTANT NOTICE The information contained herein relates to the rights offering (the “Offering”) of 1,122,980,404 newly issued ordinary shares (the “Shares”) by Banco Popolare – Società Cooperativa (the “Issuer”). Mediobanca – Banca di Credito Finanziario S.p.A, Merrill Lynch International, Credit Suisse Securities (Europe) Limited, Deutsche Bank AG (London Branch), Goldman Sachs International, Banco Santander S.A., Crédit Agricole CIB, Equita SIM S.p.A., ING Bank N.V., Keefe, Bruyette & Woods Limited, MPS Capital Services S.p.A., Royal Bank of Canada Europe Limited, Société Générale and The Royal Bank of Scotland N.V. (London Branch) are acting as guarantors of the Offering (the “Guarantors”, as defined in Section Two, Chapter V, Paragraph 5.4.3, of the Translation). This document constitutes nothing more than an English translation (the “Translation”) of the Prospectus and does not constitute an offer to sell, or a solicitation or an offer to buy, any Shares or related subscription rights. The securities described herein are not being offered by any person in any jurisdiction in which it is unlawful for such person to make such an offer or solicitation. The distribution of this Translation and the offering of Shares and/or related subscription rights (which is being made solely on the basis of the Prospectus) are restricted by law. Persons receiving this Translation are required by the Issuer and the Guarantors to inform themselves about and to comply with any such restrictions and to read the Prospectus. In making an investment decision, investors must rely exclusively on their own examination of the Issuer’s group and the terms of the Offering as described in the Prospectus, including the merits and risks involved. BY ACCESSING THIS DOCUMENT, INVESTORS ACKNOWLEDGE, ACCEPT AND AGREE THAT (1) ANY INVESTMENT DECISION IN RELATION TO THE OFFERING WILL BE MADE SOLELY ON THE BASIS OF THE PROSPECTUS AND NOT ON THE BASIS OF THIS TRANSLATION; AND (2) THE PROSPECTUS HAS BEEN PREPARED IN LINE SOLELY WITH APPLICABLE ITALIAN STANDARDS, RULES AND REGULATIONS RELATING TO DOMESTIC RIGHTS OFFERINGS OF ITALIAN REGISTERED COMPANIES. This Translation has not been and will not be submitted to the clearance procedures of the Consob or any other regulatory authority and accordingly may not be used in connection with any offer to purchase or sell any Shares or rights to the public in Italy or elsewhere. NOTICE TO PROSPECTIVE INVESTORS IN THE EEA AND THE UNITED KINGDOM This Translation is only addressed to and directed at persons in member states of the European Economic Area who are “qualified investors” within the meaning of Article 2 (1) (e) of the Prospectus Directive (Directive 2003/71/EC) (“Qualified Investors”). In addition, in the United Kingdom, this Translation is being distributed only to, and is directed only at, Qualified Investors (i) who have professional experience in matters relating to investments falling within Article 19 (5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) and Qualified Investors falling within Article 49(2)(a) to (d) of the Order, and (ii) to whom it may otherwise lawfully be communicated (all such persons together being referred to as “Relevant Persons”). This Translation must not be acted on or relied on (i) in the United Kingdom, by persons who are not relevant persons, and (ii) in any member state of the European Economic Area other than the United Kingdom, by persons who are not Qualified Investors. Any investment or investment activity to which this Translation relates is available only to (i) in the United Kingdom, Relevant Persons, and (ii) in any member state of the European Economic Area other than the United Kingdom, Qualified Investors, and will be engaged in only with such persons. NOTICE TO PROSPECTIVE INVESTORS IN SWITZERLAND This Translation as well as any other material relating to the Shares and related subscription rights do not constitute an issue prospectus pursuant to Article 652a of the Swiss Code of Obligations nor is it a Prospectus in accordance with the listing rules of the SIX Swiss Exchange AG. The Shares and related subscription rights will not be listed on the SIX Swiss Exchange AG and, therefore, the documents relating to the Shares and related subscription rights, including, but not limited to, this Translation, do not claim to comply with the disclosure standards of the listing rules of the SIX Swiss Exchange AG and corresponding prospectus schemes annexed to the listing rules of the SIX Swiss Exchange AG. No public offer is made or will be made in Switzerland and this Translation shall not be copied and/or distributed to the public in (or from) Switzerland. NOTICE TO PROSPECTIVE INVESTORS IN JAPAN The Shares and related subscription rights have not been and will not be registered under the Financial Instruments and Exchange Law of Japan (the “Financial Instruments and Exchange Law”). This Translation is not an offer of securities for sale directly or indirectly in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organised under the laws of Japan) or to others for re-offering or re-sale, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan in, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Financial Instruments and Exchange Law and other relevant laws and regulations of Japan. FORWARD-LOOKING STATEMENTS The Italian Prospectus and this Translation contain forward-looking statements. These forward-looking statements reflect the Issuer’s current views, beliefs, intentions or expectations
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