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Gruppo Banca Sella GRUPPO BANCA SELLA CONSOLIDATED ANNUAL REPORT 2007 Drawn up by the Parent Company BANCA SELLA HOLDING S.p.A. (formerly Sella Holding Banca S.p.A) CONSOLIDATED ANNUAL REPORT-CONTENTS BOARD OF DIRECTORS OF THE PARENT COMPANY BANCA SELLA HOLDING S.p.A. 7 BOARD OF STATUTORY AUDITORS OF THE PARENT COMPANY BANCA SELLA HOLDING S.p.A. 7 AUDIT COMMITTEE 7 BOARD OF DIRECTORS’ REPORT ON ACCOUNTS 9 Gruppo Banca Sella financial highlights . 10 Gruppo Banca Sella alternative performance indicators . 11 Strategic issues . 12 Rating . 14 Financial year result . 15 Profit distribution policy . 28 Commercial and distribution policies . 29 Human resources . 33 Research and development activities . 35 Internal controls . 37 Change in the Group structure and in equity investment . 42 Group companies . 47 Outlook . 58 Significant events occurred after the close of the financial year . 61 Own shares . 62 Reconciliation statement between shareholders’ equity and net profit of the parent company and consolidated shareholders’ equity and profit . 63 REPORT OF THE BOARD OF STATUTORY AUDITORS 65 Report of the board of statutory auditors . 66 CONSOLIDATED FINANCIAL STATEMENTS AT 31 DECEMBER 2007 69 Consolidated balance sheet . 70 Consolidated income statement . 71 Consolidated cash flow statement (direct method) . 72 Changes to consolidated shareholders’ equity . 73 EXPLANATORY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 75 PART A – ACCOUNTING POLICIES 77 Consolidated Annual Report 2007 - PART B – INFORMATION ON THE CONSOLIDATED BALANCE SHEET 99 ASSETS Section 1 – Cash and liquidities . 100 Section 2 – Financial assets held for trading . 101 Section 3 – Financial assets evaluated at fair value . 106 Section 4 – Financial assets available for sale . 108 Section 5 – Financial assets held to maturity . 111 Section 6 – Due from banks . 113 Section 7 – Due from customers . 115 Section 8 – Hedging derivatives . 118 Section 9 – Modification of value of financial assets subject to general hedging . 119 Section 10 – Equity investments . 120 Section 11 – Reinsurers’ share of technical reserves . 121 Section 12 – Tangible assets . 122 Section 13 – Intangible assets . 126 Section 14 – Tax assets and liabilities . 129 Section 15 – Non current assets and groups of assets being divested and associated liabilities . 133 Section 16 – Other assets . 134 LIABILITIES Section 1 – Due to banks . 136 Section 2 – Due to customers . 137 Section 3 – Outstanding securities . 138 Section 4 – Trading financial liabilities . 139 Section 5 – Financial liabilities evaluated at fair value . 142 Section 6 – Hedging derivatives . 144 Section 7 – Modification of the value of financial liabilities subject to general hedging . 145 Section 10 – Other liabilities . 146 Section 11 – Staff severance . 147 Section 12 – Provisions for risks and charges . 148 Section 13 – Technical reserves . 149 Section 15 – Consolidated capital . 150 Section 16 – Minority interest equity . 154 Other informations . 156 PART C – INFORMATION ON THE CONSOLIDATED INCOME STATEMENT 159 Section 1 – Interest . 160 Section 2 – Commissions . 163 Section 3 – Dividends and similar income . 166 Section 4 – Result of trading activity . 167 - GRUPPO BANCA SELLA Section 5 – Result of hedging activity . 168 Section 6 – Profits (losses) from dismissal/buy-back . 169 Section 7 – Net result of financial assets and liabilities evaluated at fair value . 170 Section 8 – Net write-downs/write-ups due to deterioration . 171 Section 9 – Net premiuns . 172 Section 10 – Balance of other insurance management income and charges . 173 Section 11 – Administrative expenses . 175 Section 12 – Net allocations to provisions for risks and charges . 177 Section 13 – Net write-downs / write-ups to tangible fixed assets . 178 Section 14 – Net write-downs/write-ups to intangible fixed assets . 179 Section 15 – Other operating charges/income . 180 Section 16 – Income (losses) of equity investments . 181 Section 17 – Net result of evaluation at fair value of tangible and intangible assets . 182 Section 18 – Write-downs of goodwill . 183 Section 19 – Income (losses) from sale of investments . 184 Section 20 – Income taxes for the year on current operations . 185 Section 21 – Income (losses) of assets/liabilities net of taxes . 186 Section 22 – Profits (losses) for the year relative to minority interest . 187 PART D – SECTOR REPORT 188 Primary report . 189 Secondary report . 192 PART E – INFORMATIONS ON RISKS AND relatiVE HEDGING POLICIES 194 Section 1 – Banking Group risks . 195 Section 2 – Insurance companies risks . 241 Section 3 – Other companies risks . 243 PART F – INFORMATION ON CONSOLIDATED EQUITY 244 Section 1 – Consolidated equity . 245 Section 2 – Capital and capital adequacy ratios . 246 PART G - AGGREGATION OPERATIONS REGARDING COMPANIES OR BUSINESS LINES 250 PART H – RELATED PARTIES OPERATIONS 254 PART I – PAYMENT AGREEMENTS BASED ON OWN EQUITY INSTRUMENTS 258 INDIPENDENT AUDITORS’ REPORT 260 Consolidated Annual Report 2007 - BOARD OF DIRECTORS OF THE PARENT COMPANY BANCA SELLA HOLDING S.p.A. (former Sella Holding Banca S.p.A.) appointed up to the approval of the 2009 financial statements Chairman * Maurizio Sella Vice-Chairman * Lodovico Sella Vice-Chairman * Franco Sella Chief Executive Officer and General Manager * Pietro Sella Director Mario Cattaneo “ Mario Renzo Deaglio “ Pier Vittorio Magnani “ Enzo Panico “ Giovanni Rosso “ Marco Scarzella “ * Federico Sella “ * Sebastiano Sella “ Vittorio Sella “ Marco Weigmann “ Giovanni Zanetti * Member of the Executive Committee BOARD OF STATUTORY AUDITORS OF THE PARENT COMPANY BANCA SELLA HOLDING S.p.A. (former Sella Holding Banca S.p.A.) Appointed up to the approval of the 2008 financial statements Auditor - Chairman Alessandro Rayneri “ Paolo Piccatti “ Alberto Rizzo Supplementary Auditor Mario Pia “ Riccardo Foglia Taverna AUDIT COMMITTEE Chairman Marco Weigmann Mario Cattaneo Giovanni Zanetti Consolidated Annual Report 2007 - - GRUPPO BANCA SELLA board of directors’ report on accounts Consolidated Annual Report 2007 - BANCA SELLA GROUP FINANCIAL HIGHLIGHTS BALANCE SHEET (euro million) 31/12/2007 31/12/2006 % change Total assets 12.481,5 11.363,0 9,8% Cash loans 7.231,1 6.596,7 9,6% Guarantees granted 307,6 285,1 7,9% Financial assets 2.364,6 2.407,9 -1,8% Equity investments 12,0 7,0 72,0% Tangible and intangible fixed assets 242,9 223,3 8,8% Direct deposits from customers 9.294,1 8.642,1 7,5% Indirect deposits from customers (1) 19.414,5 20.028,0 -3,1% Total deposits 28.708,6 28.670,2 0,1% Capital for supervisory purposes 788,4 649,4 21,4% INCOME STATEMENT (2) (euro million) 31/12/2007 31/12/2006 & change Net interest income (3) 282,1 262,7 7,4% Net other banking income 221,9 225,5 -1,6% Net insurance activity income 19,0 16,8 13,1% Net banking and insurance activity income 523,0 504,9 3,6% Operating costs 365,2 337,2 8,3% Operating profits 157,8 167,8 -6,0% Write downs/Write ups for credit impairment 47,1 52,7 -10,6% Income tax 55,5 52,3 6,1% Parent company (net) income for the year 120,8 49,8 142,6% (1) The aggregate, excluding “cash” (included in direct deposits from customers), is the sum of the following items of the section “Other Information” of the Notes to the Financial Statements: “asset management”, “third-party securities held in deposit related to the management of the Custodian Bank”, “Other third-party securities held in deposit (net of securities issued by the companies included in the consolidation)”. (2) As per items reported in the reclassified consolidated Income Statement. (3) The aggregate does not include the part related to the insurance sector. STAFF AND BRANCHES (year end) 2007 2006 2005 2004 2003 2002 2001 Staff- banking group 4.325 4.027 3.765 3.714 3.579 3.467 3.355 Staff - Consolidated group as per Civil Law prescriptions (4) 4.368 4.065 3.800 3.745 3.611 3.500 3.383 Branches (Italy and abroad) 332 313 296 277 269 259 246 Financial promoters 351 390 457 540 603 684 713 (4) Employees of the banking group plus employees of the insurance group 10 - GRUPPO BANCA SELLA ALTERNATIVE PERFORMANCE INDICATORS BANCA SELLA GROUP PROFITABILITY RATIOS (%) 31/12/2007 31/12/2006 R.O.E. (return on equity) (1) 27,4% 13,7% R.O.A.A. (return on average assets) (2) 1,13% 0,52% Net interest income/ Net banking and insurance activity income 54,0% 52,0% Net other banking income (3) / Net banking and insurance activity income (3) 42,4% 44,6% Net insurance activity income (3) / Net banking and insurance activity income (3) 3,6% 3,3% Cost to income (4) 68,3% 65,3% PRODUCTIVITY RATIOS (figures in thousands of euros) 31/12/2007 31/12/2006 Net banking and insurance activity income (3) / Average No. of employees 124,0 128,4 Gross operating income (3) / Average No. of employees 37,4 42,7 Cash loans / No. of employees at year end 1.655,5 1.622,8 Direct deposits from customers / No. of employees at year end 2.127,8 2.126,0 Total deposits from customers / No. of employees at year end 6.572,5 7.052,9 BALANCE-SHEET RATIOS (%) 31/12/2007 31/12/2006 Cash loans / Direct deposits from customers 77,8% 76,3% Cash loans / Total assets 57,9% 58,1% Direct deposits from customers / Total assets 74,5% 76,1% CREDIT RISK RATIOS (%) 31/12/2007 31/12/2006 Impaired assets / Cash loans 2,0% 2,0% Net write-downs to loans / Cash loans 0,7% 0,8% CAPITAL ADEQUACY RATIOS (%) 31/12/2007 31/12/2006 Tier 1 7,32% 5,82% Total Capital Ratio 11,17% 10,21% (1) Ratio between operating profit and equity, net of valuation reserves, both including minority interests. (2) Ratio between “Net income, including minority interests” and “Total average assets”. (3) As per item reported in the reclassified consolidated Income Statement (4) Ratio between operating costs before IRAP and net banking and insurance income.
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