CORPORATE OFFICERS AND AUDITORS ...... 2 REPORT FORMAT AND CONTENT...... 3 GROUP PROFILE ...... 4 CONSOLIDATION AREA ...... 4 PRODUCTS AND MARKET PRESENCE...... 5 SUMMARY PERFORMANCE DATA ...... 7 MARKET FRAMEWORK...... 9 MACROECONOMIC OVERVIEW...... 9 LEASING MARKET AND GROUP'S POSITIONING ...... 10 FACTORING MARKET AND GROUP'S POSITIONING...... 12 REVIEW OF OPERATING PERFORMANCE...... 13 EARNINGS RESULTS ...... 13 KEY BALANCE-SHEET AGGREGATES...... 15 DOUBTFUL RECEIVABLES ...... 18 CAPITAL ADEQUACY ...... 19 REVIEW OF ACTIVITY BY LINE OF BUSINESS ...... 20 LEASING ...... 20 FACTORING...... 21 MEDIUM-/LONG-TERM FINANCING ...... 22 REMARKETING ...... 22 HEAD OFFICE DEPARTMENTS ...... 24 RISK MANAGEMENT ...... 28 OTHER INFORMATION ...... 30 SHARE PERFORMANCE ...... 30 SHAREHOLDER BASE ...... 31 RATINGS ...... 31 OPERATING HIGHLIGHTS AFTER QUARTER END ...... 32 FINANCIAL STATEMENTS ...... 33 BALANCE SHEET ...... 33 INCOME STATEMENT ...... 34 STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY...... 35 STATEMENT OF CHANGES IN FINANCIAL POSITION ...... 37 ACCOUNTING POLICIES...... 39 ASSETS...... 52 LIABILITIES AND SHAREHOLDERS' EQUITY...... 64 OTHER INFORMATION ...... 74 TAX DISPUTES...... 75 INFORMATION ON THE INCOME STATEMENT ...... 77 CREDIT QUALITY ...... 87 SEGMENT REPORTING ...... 91 A – PRIMARY SEGMENT REPORTING ...... 91 B – SECONDARY SEGMENT REPORTING ...... 92 TRANSACTIONS WITH RELATED PARTIES...... 95 SHARE-BASED PAYMENTS...... 101 INFORMATION ON THE HOLDING COMPANY ...... 103 FINANCIAL STATEMENTS OF THE HOLDING COMPANY ...... 104

1

CORPORATE OFFICERS AND AUDITORS

Board of Directors Chairman Lucio Rondelli ° °°

Vice Chairmen Ettore Caselli ° Fabio Innocenzi ° Piero Montani °

Chief Executive Officer Massimo Faenza °

Directors Maurizio Biliotti ° Giovanni Cartia Spartaco Gafforini °° Pasquale Lorusso °° Renato Mastrostefano Nicolò Melzi °° Mario Alberto Pedranzini ° Luigi Lana ° Errico Ronzo ° °° Pier Giorgio Signorelli (°) Members of the Executive Committee (°°) Independent directors

Board of Statutory Auditors Chairman Alfio Poli

Auditors Luigi Anselmi Pio Bersani Bruno Filippi Lelio Scopa Alternate Auditors Attilio Guardone Nicola Tarantino

Independent Auditors Deloitte & Touche S.p.A.

2

REPORT FORMAT AND CONTENT

The financial statements as of 31 March 2007 have been prepared in accordance with IAS/IFRS, and in conformity with the provisions of the "Regulations for the implementation of Legislative Decree n. 58 of 24 February 1998, concerning the governance of issuers" as adopted by CONSOB with its Resolution n. 11971 of 14 May 1999, and the subsequent modifications thereto.

More specifically, the consolidated financial statements as of 31 March 2007have been prepared as provided by Article 81 of the issuer regulations and subsequent communications, using the formats proposed by the Bank of Italy in its Circular n. 262 of 22 December 2005.

The financial statements for the first quarter of 2007 include: • Information on the Group's operating performance and business; • Consolidated Balance Sheet, Consolidated Income Statement, Statement of Changes in Consolidated Shareholders' Equity, and Statement of Changes in Consolidated Financial Position, all prepared in accordance with IAS/IFRS • Notes to the Consolidated Financial Statements • Banca Italease S.p.A. (Holding Company) Balance Sheet, Income Statement, Statement of Changes in Shareholders' Equity, and Statement of Changes in Financial Position, all prepared in accordance with IAS/IFRS.

3 GROUP PROFILE

CONSOLIDATION AREA

As of 31 March 2007, the Group consisted of the holding company, Banca Italease, and the subsidiaries and affiliates shown in the chart below:

100% 100% 100% 99,90% 100% Mercantile Italease Italease Italeasing S.p.A Leasimpresa S.p.A Leasing S.p.A Factorit S.p.A Network S.p.A (1)

100% 70% Italease Itaca Service S.p.A Finance S.p.A (2)

95% 100% Italease Gestione Italease Beni S.p.A (3) Agency S.r.l

100% Essegibi Promozioni Banca Italease Immobiliari S.r.l 100% Funding LLC

100% Essegibi Service Banca Italease S.p.A 100% Capital Trust

Essegibi (1) 0.10% held by private investors Finanziaria S.p.A (2) 30% held by Finanziaria Internazionale Securitization Group 100% S.p.A. (3) 5% held by Centro Leasing Banca S.p.A. Renting Italease S.r.l. (4) (4) 50% held by GE Commercial Finance S.r.l. 50%

At its meeting on 28 July 2006, the Banca Italease Board of Directors approved a transaction to increase share capital by around €300 million, so as to tap funding needed to support the growth and business- development objectives outlined in the 2006-2008 Business Plan. The capital increase was brought to a successful conclusion on 16 February 2007, with 100 percent of the shares offered being subscribed.

On 21 February 2007, Italease Gestione Beni S.p.A. sold 60 percent of the capital of Essegibi Service S.p.A. to a third party, with a commitment to sell another 10 percent of the capital in the 12 months thereafter. The sale is expected to enhance Essegibi Service's development potential. As of the date of the referenced sale, Essegibi Service S.p.A. was excluded from the consolidation area.

4

PRODUCTS AND MARKET PRESENCE

By combining companies focusing on individual products, the Banca Italease Group is able to offer an array of financial services, including financial leases, operating leases, medium-/long-term financing, factoring, insurance, interest-rate risk-hedging instruments, medium-/long-term auto rental, and other services.

The Banca Italease Group operates nationwide in Italy through (i) a direct network of 40 branches in 23 cities, and (ii) an indirect network consisting of: 5,043 branches of banks marketing the leasing products under distribution agreements; roughly 8.800 branches of banks marketing the factoring products under distribution agreements; a large number of agents and intermediaries; and the branches of the Italian Post Office's Banco Posta. With the acquisition of Bipielle Leasing and Leasimpresa in 2006, the Group has been able to bolster its presence in the national market, including through the contribution of three branch offices (Lodi and Pisa for Bipielle Leasing, and Rubiera (Modena) for Leasimpresa) which were added to the 37 already being operated by various companies of the Group.

The Banca Italease network provides sound support to the trade associations, intermediaries, and other business partners, by marketing the Banca Italease products and offering professional assistance to facilitate the efficient management of a highly diversified portfolio of customers, ranging from individual professionals and family-owned businesses to middle-market companies and large corporations in virtually every productive sector.

5

Banca Italease's direct network covers the entire national market, although the bulk of the business is concentrated in areas with the greatest economic growth rates, as shown in Chart 1.

Chart 1: Distribution of the Group's branches in Italy

The network of banking branches selling the Group's leasing and factoring products is also quite extensive, and this is a factor contributing to the Group's strong presence in the central and northern regions of Italy, the areas of the country experiencing the greatest economic growth.

6

SUMMARY PERFORMANCE DATA

The charts below provide summary data on the Group's earnings and financial position, as well as key profitability indicators and information on the organization.

INCOME STATEMENT (in € 000's) Dati al 31 March 2007 2006 PF (*) % Change

Interest margin 83,557 63,958 30.6% Net commissions 54,737 49,417 10.8% Total income 138,393 117,998 17.3%

Net valuation adjustments to receivables -16,785 -14,069 19.3% Net financial income (loss) 121,608 103,929 17.0%

Operating expenses -35,807 -34,263 4.5% Including: Personnel expense -20,947 -18,817 11.3% Other administrative expenses -13,168 -12,138 8.5% Net provisions to reserves for liabilities and charges -359 -1,291 -72.2% Income (loss) from sale of investments 140 -953 -114.7% Pre-tax income (loss) from continuing operations 85,941 68,713 25.1%

Income taxes -31,863 -28,325 12.5% Net income (loss) from continuing operations 54,078 40,388 33.9%

Minority interests -2 -139 -98.6% Net income (loss) for the period 54,076 40,249 34.4%

Adjusted cost/income ratio 25.61% 27.94% -233 bps ROAE 17.31% 16.34% +97 bps

(*) Proforma results with inclusion of Bipielle Leasing S.p.A. and Leasimpresa S.p.A.

7

BALANCE SHEET AGGREGATES (in € 000's)

31 March 2007 31 December 2006 % Change

Total assets 24,498,538 24,020,058 2.0%

Due from banks 331,787 387,642 -14.4% Due from customers 21,256,491 20,366,017 4.4%

Due to banks 4,443,901 7,446,436 -40.3% Due to customers 7,022,916 6,404,946 9.6% Securities issued 10,582,365 8,066,545 31.2%

Shareholders' equity 1,495,743 1,146,241 30.5%

KEY RATIOS AND DATA ON THE ORGANIZATION 31 March 31 December Change 2007 2006

Net, non-performing receivables/total customer receivables (*) 0.71% 0.74% -3 bps Coverage of non-performing positions (%) (*) 43.17% 45.30% -213 bps

Net watchlist credits/total customer receivables 0.65% 0.44% +21 bps Coverage of watchlist credits (%) 17.22% 23.95% -673 bps

Number of employees at year end 1,204 1,155 4.2% Number of branches 40 40

(*) The ratios are calculated by considering the non-performing positions generated internally with regard to the Group's operating activity.

8

MARKET FRAMEWORK

MACROECONOMIC OVERVIEW

Economic growth in the first quarter of 2007 was basically on par with the levels reached in 2006, and was mainly driven by an expansion of investment in productive activity and the positive trend of the world's largest economic blocs (U.S. and Eurozone) as well as most of the emerging nations.

After roughly three years of solid growth, the U.S. economy started to decelerate, mainly due to weaker demand for new housing and the negative impact on consumption of the drastic slowdown in the growth of property prices. Current forecasts indicate GDP growth will declined from 3.3 percent in 2006 to 2.3 percent in 2007. The Federal Reserve has discontinued its effort to steer interest rates higher in the money market, and the dollar has lost more value against the euro, thereby marginally reducing foreign institutional investors' preference for dollar-denominated assets.

In Europe, economic indicators suggest the continuing growth of the economy, with inflation rates that are steady or slightly declining, partly due to the depreciation of the dollar. Consistent with the outlook for economic growth and inflation, interest rates are expected to move gradually higher, though the increases could be limited to the first half of 2007.

In Italy, businesses have managed to recapture margins in terms of their competitiveness, thereby facilitating a rebound in exports, with positive effects on investments and more robust growth of consumer spending. The pace of growth of the Italian economy is thus now very close to the average for the Eurozone.

As shown by the table below presenting forecasts of key economic variables for the 2007-2009 period, the growth of medium-/long-term loans for the Italian banking sector is expected to hover around 9.1 percent in 2007, and then to decline in the two years thereafter as a reflection of the slowdown in the pace of economic growth.

9 KEY ECONOMIC DATA (% GROWTH)

2004 2005 2006 2007 2008 2009

GDP - UNITED STATES 4.2% 3.2% 3.3% 2.3% 2.4% 2.5% GDP - JAPAN 2.3% 1.9% 2.2% 2.1% 2.2% 1.9% GDP - EUROZONE 1.8% 1.5% 2.7% 2.1% 2.3% 2.2% GDP - ITALY 1.0% 0.1% 1.8% 1.3% 1.5% 1.3%

INFLATION - UNITED STATES 2.7% 3.4% 3.2% 2.5% 2.2% 1.8% INFLATION - EUROZONE 2.1% 2.2% 2.1% 2.0% 1.8% 1.7% INFLATION - ITALY 2.2% 2.0% 2.1% 1.7% 2.1% 1.8%

3-MONTH EURIBOR 2.1% 2.2% 3.1% 3.5% 3.6% 3.8% MEDIUM-/LONG-TERM INTEREST RATE 4.1% 3.4% 3.8% 3.7% 4.3% 4.4%

MEDIUM-/LONG-TERM LOANS - ITALY 14.5% 13.1% 11.8% 9.1% 7.9% 6.9% TOTAL LOANS - ITALY 5.5% 8.8% 9.8% 7.9% 7.3% 6.4%

Source: PROMETEIA, December 2006

LEASING MARKET AND GROUP'S POSITIONING

During the first quarter of 2007, the leasing market in Italy expanded by 9.4 percent year on year, with the value of new contracts executed at the industry level climbing above €11.4 billion.

The growth was seen with respect to all products. The strong performance of the real estate segment continued, with business increasing by 8.9 percent over the prior year. The trend in the leasing of capital goods reflected the signs of an economic recovery and the revival of investment that were apparent in recent months, with volumes rising by a significant 13.2 percent. The aircraft, watercraft and railway equipment segment also enjoyed another strong expansion, with business up by 39.6 percent year on year. New volumes in the auto segment were instead down by a slight 1.4 percent year on year.

As a result of these dynamics, the auto leasing business accounted for a small portion of the overall market. At over €5 billion, the real estate segment commanded the largest share of the market, accounting for 43.9 percent of the total contracts executed in terms of value.

The table below provides a summary of the business volumes for the Italian leasing market as of 31 March 2007 and 2006.

10 ITALIAN LEASING MARKET (in € mn) Balances as of 31 March Change 2007 2006 %

Value of contracts signed 11,426 10,443 9.4% Auto leases 2,396 2,429 -1.4% Capital goods leases 3,183 2,812 13.2% Aircraft, watercraft and railway leases 836 598 39.6% Real estate leases 5,012 4,604 8.9%

Percentage of total contracts signed Auto leases 21.0% 23.3% -2.3% Capital goods leases 27.9% 26.9% 0.9% Aircraft, watercraft and railway leases 7.3% 5.7% 1.6% Real estate leases 43.9% 44.1% -0.2%

Source: ASSILEA

Even though the interest-rate curve has risen, the market demand for leasing as a form of financing continues to be strong, mostly due to the flexibility of the leasing product with respect to other traditional types of financing.

COMPARISON WITH ITALIAN LEASING MARKET (units and in € mn) Balances as of 31 March Change 2007 2006

Italian market Value of contracts signed 11,426 10,443 9.4% Number of contracts signed 105,873 110,115 -3.9%

Banca Italease Group Value of contracts signed 2,060 2,086 -1.3% Number of contracts signed 10,512 9,041 16.3%

Market share: Value of contracts signed 18.02% 19.97% -195 bps Number of contracts signed 9.93% 8.21% +172 bps

During the first quarter of the year, the Banca Italease Group consolidated the sales volume attained during the same period of 2006, limiting the decrease thereof to 1.3 percent year on year. The number of contracts was instead higher, topping 10,500 for a 16.3 percent increase year on year. Given these dynamics, the Group's market share in terms of the value of new contracts executed was around 18 percent, decreasing by 195 basis points year on year.

11

FACTORING MARKET AND GROUP'S POSITIONING

The table below provides a comparison between market performance and the performance of the Banca Italease Group for 2006 and 2005, as based on the most recent official data available as of the date of this report.

COMPARISON WITH FACTORING MARKET (in € mn) Balances as of 31 December Change 2006 2005 %

Italian market Turnover 108,698 101,068 7.5%

Banca Italease Group Turnover 16,633 12,834 29.6% Market share 15.30% 12.70%

Source: Assifact

During 2006, the growth of turnover in the Italian factoring market amounted to 7.5 percent year on year. By contrast, the Banca Italease Group's turnover was up by 29.6 percent year on year, with its market share thus climbing to 15.30 percent, for an increase of 260 basis points in comparison with 2005.

The Group thus again confirmed its strong positioning and growth capacity in the factoring market.

12 REVIEW OF OPERATING PERFORMANCE

EARNINGS RESULTS

INCOME STATEMENT (in € 000's) Dati al 31 March 2007 2006 PF (*) % Change

Interest margin 83,557 63,958 30.6% Net commissions 54,737 49,417 10.8% Total income 138,393 117,998 17.3%

Net valuation adjustments to receivables -16,785 -14,069 19.3% Net financial income (loss) 121,608 103,929 17.0%

Operating expenses -35,807 -34,263 4.5% Including: Personnel expense -20,947 -18,817 11.3% Other administrative expenses -13,168 -12,138 8.5% Net provisions to reserves for liabilities and charges -359 -1,291 -72.2% Income (loss) from sale of investments 140 -953 -114.7% Pre-tax income (loss) from continuing operations 85,941 68,713 25.1%

Income taxes -31,863 -28,325 12.5% Net income (loss) from continuing operations 54,078 40,388 33.9%

Minority interests -2 -139 -98.6% Net income (loss) for the period 54,076 40,249 34.4%

Adjusted cost/income ratio 25.61% 27.94% -233 bps ROAE 17.31% 16.34% +97 bps

(*) Proforma results with inclusion of Bipielle Leasing S.p.A. and Leasimpresa S.p.A.

The Banca Italease Group earned net income of €54 million for the first three months of 2007, thus achieving a 34.4 percent increase compared with the earnings for the first quarter of 2006 computed on the basis of the same area of consolidation. The return on the shareholders' investment also significantly improved, with the ROAE1 rising to 17.31 percent from the 16.34 percent reported on a proforma basis for the first quarter of 2006. The ROAE for the first quarter of 2006 was calculated with the inclusion of the capital increase effected at the time of the Leasimpresa merger, so as to provide the same basis for comparison year to year. Given the Group's significant expansion via mergers and acquisitions in 2006, the balance of goodwill was also higher; the return on the shareholders' investment net of such goodwill (ROATE2) amounted to 21.61 percent for the first quarter of 2007.

1 ROAE is calculated as the ratio between net income and the average shareholders' equity for the period, as adjusted by dividends paid during the period. 2 The ROATE is calculated as the ratio between net income and the average tangible shareholders' equity for the period, as adjusted by the dividends paid during the entire year.

13 The sharp rise in net income is the result of a significant increase in total income (+17.3 percent) and less pronounced growth of operating expenses (+4.5 percent). Such dynamics also yielded major improvement in the adjusted cost/income ratio3, which declined from 27.94 percent in the first quarter of 2006 to 25.61 percent for the same period of 2007. Consolidated total income came to €138 million, rising by 17.3 percent over the €118 million reported for the first quarter of 2006. The improvement incorporates growth of the interest margin (+30.6 percent), and an increase in net commissions (+10.8 percent), which accounted for 39.55 percent of total income for the first quarter of 2007, a decrease with respect to the 41.88 percent posted for the first quarter of 2006.

Adjustments to the value of receivables amounted to €16.8 million. Although the Group maintained its conservative credit management policy, there were actually fewer provisions required as changes in the mix of the portfolio led to a greater weight of exposure being covered by the value of the underlying leased assets. The net provisions to the reserves for liabilities and charges and the adjustments made to the value of receivables totalled €17.1 million, and represented 0.33 percent of average receivables for the first quarter of 2007.

Operating expenses expanded by 4.5 percent over the pro-forma figure reported for the first quarter of 2006. The aggregate includes personnel expenses of €20.9 million (+11.3 percent over the €18.8 million for the first quarter of 2006), and other administrative expenses of €13.5 million (+11 percent).

The table below provides a reconciliation between the net income of the holding company and consolidated net income.

3 The adjusted cost/income ratio is the ratio between operating expenses excluding net adjustments to the reserves for liabilities and charges, and total income.

14

KEY BALANCE-SHEET AGGREGATES

Receivables

CUSTOMER RECEIVABLES AND OTHER ASSETS (in € 000's)

31 March 2007 31 December 2006 % Change

Financial assets held for trading 384,214 455,302 -15.6% Due from banks 331,787 387,642 -14.4% Due from customers 21,256,491 20,366,017 4.4% Hedging derivatives 64,029 56,227 13.9% Tangible fixed assets 1,384,557 1,524,149 -9.2% Other assets 789,923 947,791 -16.7%

Total assets 24,498,538 24,020,058 2.0%

Customer receivables amounted to €21.25 billion as of 31 March 2007 (+4.4 percent over the total at the end of 2006), with 73.4 percent, or more than €15.6 billion, referring to lease receivables, 9.1 percent, or €1.9 billion, represented by medium-/long-term financing, and 12.5 percent, or about €2.6 billion, represented by factoring receivables.

The tables below show the receivable balances as of 31 March 2007 and 31 December 2006 for the Banca Italease Group's main products.

LEASE RECEIVABLES (in € 000's) Value of Contracts Change % of Total 31 Mar 2007 31 Dec 2006 % 31 Mar 2007 31 Dec 2006

Total 15,605,120 14,894,353 4.8%

Auto 528,200 503,535 4.9% 3.4% 3.4% Capital goods 3,650,589 3,578,968 2.0% 23.4% 24.0% Aircraft and watercraft 784,338 729,244 7.6% 5.0% 4.9% Real estate 10,641,993 10,082,607 5.5% 68.2% 67.7%

The receivables for financial lease transactions exceeded €15.6 billion as of 31 March 2007, with the balance representing a 4.8 percent increase versus the total at the end of 2006. The growth of the capital invested in leases was fairly balanced across all product categories, including a 2.0 percent increase in capital goods leases and a 7.6 percent increase in aircraft / watercraft leases. The weights of each product category to the total were thus more or less unchanged.

15

MEDIUM-/LONG-TERM LOANS OUTSTANDING (in € 000's) Value of Loans Change 31 Mar 2007 31 Dec 2006 %

Total medium-/long-term loans 1,932,727 1,766,064 9.4%

Medium-/long-term loans outstanding totalled €1.9 billion as of 31 March 2007, growing by 9.4 percent over the total at the end of 2006.

FACTORING RECEIVABLES (units and € 000's) Actual Values Change 31 Mar 2007 31 Dec 2006 %

Number of assignors 2,618 2,530 3.5%

Exposure to assignors 2,654,584 2,678,170 -0.9%

At the end of March 2007, the number of customers assigning receivables to the Group had risen by 88, for 3.5 percent growth with respect to the end of 2006. At roughly €2.65 billion, the amount financed was down by a slight 0.9 percent with respect to 31 December, when factoring transactions are typically at a peak for the year.

Funding

The Banca Italease Group's funding liabilities as of 31 March 2007 are summarized in the table below:

FUNDING (in € 000's) 31 March 31 December % 2007 2006 % Change 31 Mar 2007 31 Dec 2006

Total liabilities & shareholders' equity 24,498,538 24,020,058 2.0%

Due to banks 4,443,901 7,446,436 -40.3% 18.1% 31.0% Due to customers 7,022,916 6,404,946 9.6% 28.7% 26.7% Securities issued 10,582,365 8,066,545 31.2% 43.2% 33.6% Financial liabilities - trading 387,522 458,694 -15.5% 1.6% 1.9% Hedging derivatives 335,242 289,437 15.8% 1.4% 1.2%

Shareholders' equity 1,495,743 1,146,241 30.5% 6.1% 4.8%

Consolidated liabilities and shareholders' equity amounted to around €24.5 billion at 31 March 2007, with 18.1 percent represented by bank borrowings, 28.7 percent by securitizations and amounts due to customers, 43.2 percent by bonds, and the remaining 6.1 percent by shareholders' equity.

16 During the first quarter of 2007, the Banca Italease Group issued bonds for a nominal amount of €2.589 billion. Netting out the repayments during the period, the nominal value of the bonds outstanding was €10.694 billion at the end of March 2007 (+31.54 percent over the total as of 31 December 2005), including €319 million of subordinated notes.

As of 31 March 2007, the Banca Italease Group had: • three issues perfected between 30 September 2005 and 31 March 2006 for a nominal amount of €175 million that will be quoted on Italy's screen-based market (MOT); • 36 bond issues admitted to trading on the Luxembourg Exchange, with the nominal amount due thereon equalling €6.2 billion, which represents an increase of 58.3 percent over the balance as of 31 December 2006 as a result of new private placements and a new senior debt securities of €1.5 billion placed on the international market during the quarter; • nine bond issues admitted to trading on the TLX market, with the nominal amount due thereon equalling €1.2 billion.

With the use of the European Medium Term Note (EMTN) program, Banca Italease finalized its largest floating rate note issue to date, placing €1.5 billion of 3-year notes in the international market during the month of February.

On 1 March 2007, the Group finalized the ITA 9 securitization transaction, covering the securitization of lease receivables for a total of €1.695 billion, originated by Banca Italease (€1.240 million) and the subsidiary, Mercantile Leasing S.p.A. (€455 million). The transaction was put together with the use of the warehousing structure set up in June 2006. The average term contemplated for the transaction is 5.5 years.

The two issues mentioned above have changed the structure of the Group's liabilities, increasing the weight of medium-/long-term liabilities and decreasing the relative amount of interbank funding, which typically involves shorter maturities.

The Banca Italease Group also continued to cover its financial needs with traditional funding from banks and other lenders.

During the first quarter of 2007, the integration of Leasimpresa S.p.A.'s treasury activity was completed, with the main lender banks essentially satisfied with the transition. This process was flanked by the development of new banking relationships.

17

DOUBTFUL RECEIVABLES

COVERAGE RATIOS 31 March 31 December Change 2007 2006

Net, non-performing receivables/total customer receivables (* 0.71% 0.74% -3 bps Coverage of non-performing positions (%) (*) 43.17% 45.30% -213 bps

Net watchlist credits/total customer receivables 0.65% 0.44% +21 bps Coverage of watchlist credits (%) 17.22% 23.95% -673 bps

(*) The ratios are calculated by considering the non-performing positions generated internally with regard to the Group's operating activity.

Given effective and continuous monitoring of receivables and recovery of doubtful positions, the adjustments to the value of receivables in the first quarter of 2007 came to €16.78 million, compared with €14.06 million for the same period in 2006. The ratio of adjustments (inclusive of the net provisions to the reserves for liabilities and charges) to the average receivables outstanding was 0.33 percent for the first quarter of 2007.

The balance of net non-performing positions as a percentage of net customer receivables went from 0.74 percent at the end of 2006 to 0.71 percent at the end of March 2007, while the balance in absolute terms remained stable around €151 million. The percentage of watchlist credits to total credits went from 0.44 percent at 31 December 2006 to 0.65 percent at 31 December 2006, while the absolute value of the same rose from €88.7 million to €137.7 million.

The reserve provisions against non-performing receivables experienced a decrease in relative terms, going from 45.3 percent of gross exposure to 43.17 percent. The reserves set aside to cover watchlist credits decreased from 23.95 percent at the end of 2006 to 17.22 percent at the end of March 2007. Although the Group maintained its conservative credit management policy, there were actually fewer provisions required as changes in the mix of the portfolio led to a greater weight of exposure being covered by the value of the underlying assets.

18

CAPITAL ADEQUACY

The tables below show the regulatory capital, risk-weighted assets, and capital ratios as of December 2005 and 2006. In accordance with prevailing regulations, the data as of 31 December 2006 are the most recent available.

RISK WEIGHTED ASSETS AND REGULATORY CAPITAL (in € 000's)

31.12.2006 31.12.2005

Risk Weighted Assets 16,756,921 9,760,750

Tier I capital 960,504 598,754 Tier II capital 305,955 209,665

Regulatory capital 1,266,459 808,419

CAPITAL ADEQUACY RATIOS

31.12.2006 31.12.2005

Tier I 5.73% 6.13% Total Capital 7.56% 8.28%

The capital increase concluded in February 2007 pushed up the Tier I capital to €1.261 billion on a proforma basis, while the regulatory capital on a proforma basis rose to €1.561 billion. The Tier I ratio on a proforma basis thus comes to 7.53 percent, while the total capital ratio rises to 9.32 percent.

19

REVIEW OF ACTIVITY BY LINE OF BUSINESS

LEASING

The table below shows the trend of the number and the value of contracts executed in the first quarter of 2007, compared with the data for the same period of 2006, the latter of which include Italeasing's and Leasimpresa's production prior to the companies' initial consolidation.

The number of the contracts executed rose by 16.3 percent year on year, while the value of contracts signed instead decreased by 1.3 percent year on year, to a total of around €2 billion.

PRINCIPAL PRODUCTION DATA AND COMPARISON WITH MARKET (units and € 000's) Balances as of 31 March 2007 % Chg. Mkt Share al 31 Mar Ranking 2007 2006 PF (*) 2007 2006 PF (*) 31 Mar 2007

Number of contracts signed 10,512 9,041 16.3% 9.9% 8.2% 1° Value of contracts signed 2,059,510 2,085,634 -1.3% 18.0% 20.0% 1° incl.: Auto 224,265 184,188 21.8% 9.4% 7.6% 1° Capital goods 488,913 339,188 44.1% 15.4% 12.1% 1° Aircraft, watercraft, railway eq. 187,963 120,687 55.7% 22.5% 20.2% 2° Real estate 1,158,369 1,441,571 -19.6% 23.1% 31.3% 1°

(*) Proforma results with inclusion of BPL Leasing S.p.A. and Leasimpresa S.p.A.

In order to get a better picture of the earnings contribution of new production, the analyses below have been developed on the basis of the value of contracts that were producing income in the first quarter of 2007.

The data for the first quarter of 2007 show 5.7 percent growth of the contract value, which was generated by a 15.3 percent increase in the number of new contracts.

INCOME-PRODUCING CONTRACTS BY PRODUCT (units and € 000's) Value of Contracts Change Number of Contracts Change March-07 March-06 % March-07 March-06 %

Total contracts 2,043,038 1,933,760 5.7% 10,044 8,712 15.3%

Auto 105,281 91,893 14.6% 3,045 2,810 8.4% Capital goods 516,597 424,012 21.8% 6,151 5,148 19.5% Aircraft, watercraft, railway 135,211 96,373 40.3% 259 226 14.6% Real estate 1,285,949 1,321,483 -2.7% 589 528 11.6%

Proforma results with inclusion of Bipielle Leasing S.p.A. and Leasimpresa S.p.A.

The breakdown of income-producing leases highlights the differences in growth rates by product line. Significant gains were reported in the aircraft, watercraft and railroad equipment segment (+40.3 percent, most of which came from the leasing of leisure boats), the capital goods segment (+21.8 percent) and the auto leasing segment (+14.6 percent), with much of the new volume reflecting the turnaround of the economy in 2006. Instead, the value of new real estate leases was lower by 2.7 percent. 20 The number of new contracts was instead higher across all product categories, with the average value per contract declining in the case of real estate leases.

INCOME-PRODUCING CONTRACTS BY SALES CHANNEL (units and € 000's) Value of Contracts ChangeCNumber of Contracts hange March-07 March-06 % March-07 March-06 %

Total contracts 2,043,038 1,933,760 5.7% 10,044 8,712 15.3%

Partner banks 418,350 482,910 -13.4% 3,311 3,858 -14.2% Intermediaries 624,816 472,319 32.3% 905 570 58.8% Direct 229,981 293,896 -21.7% 875 402 117.7% Agents 769,891 684,636 12.5% 4,953 3,882 27.6%

Proforma results with inclusion of Bipielle Leasing S.p.A. and Leasimpresa S.p.A.

As shown by the breakdown of the income-producing contracts by sales channel, the new business in the first quarter came from intermediaries and agents, with the value of contracts therefrom rising by 32.3 percent and 12.5 percent, respectively. Instead, business booked directly and through partner banks was experienced a decline year on year.

FACTORING

FACTORING - PRINCIPAL INDICATORS (units and € 000's) Value Change March-07 March-06 %

Number of assignors 2,618 2,347 11.5% Total turnover 4,603,372 3,644,195 26.3% including: Domestic 4,158,972 3,452,318 20.5% Export 351,089 141,307 148.5% Import 93,311 50,569 84.5%

including: w/o recourse 2,990,970 2,181,004 37.1% w/recourse 1,612,402 1,463,191 10.2%

The data for the first quarter of 2007 show significant growth of turnover (+26.3 percent year on year), with the domestic market accounting for 90.35 percent of total turnover. The import and export segments expanded nonetheless, with increases in turnover equal to 84.5 percent and 148.5 percent, respectively. The receivables purchased without recourse were up by around 37 percent year on year, accounting for almost 65 percent of total turnover. The number of customers assigning receivables to the Group expanded by 271, rising by 11.5 percent with respect to the end of March 2006.

21 FACTORING - TURNOVER BY CHANNEL (in € 000's) Value Change March-07 March-06 %

Total turnover 4,603,372 3,644,195 26.3%

Partner banks 1,492,564 1,326,688 12.5% Banca Italease Group 122,221 100,670 21.4% Direct 2,895,276 2,166,267 33.7% Foreign correspondents 93,311 50,569 84.5%

The breakdown of turnover by sales channel shows growth across all channels. The biggest increases were reported by the direct channel (+33.7 percent) and foreign correspondents (+84.5 percent, which is consistent with the figures shown for the import market).

MEDIUM-/LONG-TERM FINANCING

MEDIUM-/LONG-TERM FINANCING (units and € 000's) Value of Contracts Change Number of Contracts Change March-07 March-06 % March-07 March-06 %

Total disbursed 443,022 133,128 232.8% 642 118 444.1%

The medium-/long-term loan disbursements during the first quarter of 2007 totalled €443 million, rising by 232.8 percent year on year. The number of contracts increased by 441.1 percent, going from 118 to 642. The growth figures are primarily reflective of the full-scale operation of this business and its support structure, and the introduction of retail mortgages.

REMARKETING

The remarketing activity handled by the subsidiary, Italease Gestione Beni, consists of providing technical, commercial and operational assistance to the Group companies and shareholder banks, particularly with reference to post-sale services for financial lease customers, including the valuation, repossession, value enhancement, and sale of real and personal property.

During the first quarter of 2007, the Group continued to analyze the markets for capital goods in foreign countries with the aim of identifying areas presenting high development potential for previously owned small- and medium-sized equipment.

22 On 21 February 2007, an agreement was finalized for the sale of 60 percent of Essegibi Service S.p.A. to a strategic industrial partner. Designed to enhance Essegibi Service's development potential, the transaction will also make it possible for Italease Gestione Beni S.p.A. to expand its role in providing technical support to credit decisions and in extracting the most value from assets that are repossessed from counterparties defaulting on banking and/or financial transactions.

23

HEAD OFFICE DEPARTMENTS

Communications and External Relations

The distribution of press releases covering 2006 operating results and recent business initiatives guaranteed the Banca Italease Group a regular presence in the local and national press during the first quarter of 2007. The Group was also featured in magazine articles and numerous Internet portals dedicated to financial and economic news.

Other initiatives during the first quarter included the preparation of various presentations for use inside and outside of the Group, with the related sourcing and updating of the data necessary. A program to streamline local and national sponsorships also got under way.

Marketing

During the first quarter of 2007, the Group dedicated significant efforts to an intense marketing program for the purpose of expanding the product/service portfolio with respect to both pre- and post-sale initiatives, thereby providing solutions that are increasingly better at meeting the needs of the clientele

During the period, the Group rounded out the portfolio of leasing products as a result of several important initiatives, including: • an important partnership with SISAL S.p.A., through the subsidiary, Match Point; the partnership is aimed the development of a distribution network that can be used for financing of information systems and furnishings; • products for financing antique autos and racing cars; • a review of the products for financing the acquisition of art works.

The procedures for integrating Leasimpresa's insurance operations were also planned during the quarter.

Sales

The head office and the commercial network were involved in a series of initiatives in early 2007 aimed at improving the efficiency and effectiveness of the sales area, and thus guaranteeing the achievement of the sales objectives.

The main initiatives at the level of market areas and commercial network regarded:

24 • the changeover of the Milan, Rome, Brescia, Bologna, Naples and Padua branches to "business centers" which has made it possible to improve the match between the network's activity and market demand, thereby resulting in greater operating efficiency and more rapid response times; • the organization, search and logistical evaluations with respect to the six new branches to be opened by year end; in line with the growth strategies outlined by the Business Plan, the opening of the branches is expected to make it possible for Banca Italease to increase business potential, with the objective of further growing market share. Other activities during the period included the planning of the development of new distribution channels and new business opportunities. The development of business agreements with corporate partners of prime standing embraced the following activity during the first quarter of 2007: • The exclusive worldwide launch of the ForLifes® product to be marketed to road transportation companies; the product consists of a lease to finance the purchase of Michelin tires and related services; • The start-up of the "Diesel Visual Identity" Project, dedicated to Diesel sales outlets, that will provide various options for financing the outfitting, upgrading and purchase of Diesel flagship stores and sales outlets in Italy; • An agreement with BIESSE (a company traded on the Italian Borsa, and a global producer of machinery and equipment for the processing of wood and other materials), whereby BIESSE products can be purchased through lease financing; • The start-up of the partnership with Ducato (a company of the Banca Popolare Italiana Group active in consumer credit) to provide leasing products to customers of the Ducato network; • An agreement with Piaggio (global leader in the production of motorbikes), which provides lease financing options for Piaggio dealers who are interested in upgrading their sales outlets or purchasing inventory.

Banca Italease also continued its effort to develop more business with various automobile and industrial/commercial vehicle dealers in Italy, signing new agreements with a number of dealers during the first quarter of 2007. The management and servicing of existing partnerships (Poste Italiane, Michelin Italia, and Marcegaglia Building) was also a critical part of the Group's activity in early 2007.

The business of providing medium-/long-term financing to corporate customers continued to expand in early 2007, accounting for an increasing share of the Group's overall activity. The introduction of retail mortgage loan products in the final quarter of 2006 also yielded new business. The initiatives to develop the factoring business through the Group's networks and distribution channels are moving ahead with intensity, and continue to suggest solid growth prospects. New agreements that modify the commission structure are now being defined so as to provide an additional impulse to the sale of the factoring product; such agreements contemplate the introduction of a more incentive-based system which is tied to the achievement of minimum targets in terms of quantities and profits. A project was also launched to involve Banca Italease's new corporate unit in the distribution of factoring products through the business centers.

25 In early 2007, the Group inaugurated a relationship with Komatsu Italia S.p.A., the Italian subsidiary of the world's leading producer of earth-moving machinery. Italease Factorit will be working alongside a competitor company (which previously had the exclusive with Komatsu Italia) in managing the revenue stream through the Italian network. In addition, the Group is continuing to pursue development of business with respect to the management and collection of receivables for the account of the public administration.

Human Resources

The Group's total work force went from 1,155 as of 31 December 2006 to 1,204 as of 31 March 2007, inclusive of 26 employees from Italeasing and 99 from Leasimpresa. The Banca Italease work force went from 589 as of 31 December 2006 to 657 as of 31 March 2007, including 50 employees from Leasimpresa.

The Group also conducted various training programs for head-office and branch personnel in early 2007, with 218 employees participating in the initiatives for a total of more than 2,100 hours.

Planning and Control

An internal controls system operated from the perspective of value-based management was brought on stream in the first quarter of 2007, and makes it possible for the Group to analyze income-statement data at varying levels of detail, uniting traditional profitability ratios with indicators tracking creation of value. The new system also incorporates Leasimpresa.

A segment-reporting system activated at the same time has made it possible to track quarterly data on earnings and financial position by line of business and geographic area. These data are considered a support to the monitoring of the core business activity, and a supplement to the information reported in the financial statements.

The monitoring of Banca Italease's and the subsidiaries' core business activity which is provided as a support to senior management has also been revised so as to supply reports that will give management a more clear-cut and standard overview of the business, with data that can be more easily compared with the market and with individual competitors. The changes in the monitoring activity were also implemented with respect to Leasimpresa, with the senior management at the holding company thus getting rapid feedback about the new company's business portfolio and overall activity.

Information Systems

The Group's information systems are managed by the Group company, Itaca Service, which made several changes to its organizational structure in early 2007 so as to reinforce its governance over the applications

26 used within the Group. The changes included the institution of a service management unit, and adjustments to the work force in relation to the commitments involved in a growing number of projects (needed as a result of both changing regulations and the ongoing expansion of the Group's business).

Itaca Service actively participates in any maintenance initiatives impacting the IT systems, and thus significantly contributes to the actual execution of the same. The integration of the Leasimpresa department systems in accordance with the Group's technological standards represents one of the main projects in process.

With reference to its work outside of the Banca Italease Group, Itaca Service added two customers in early 2007 that are outsourcing their regulatory reporting to Itaca.

Research and Development

The companies of the Banca Italease Group are involved in research and development from the standpoint of analyzing new customer segments and creating ad-hoc products for specific market niches or market conditions. The companies are also continuously researching opportunities for business development via the definition of marketing agreements that make it possible for the Group to expand distribution channels and to reduce business risk through greater diversification of the means used for accessing the clientele. The research and development activities are thus highly correlated to the marketing and business development activity, as discussed in greater detail above.

27

RISK MANAGEMENT

Organization of Risk Management Activity

The Banca Italease Group has defined and developed a system for controlling risks that is aimed at ensuring reliable and sustainable generation of value within a framework of managed risk. The risk management area is charged with the governance of the methods and processes used for the measurement and integrated control of the business risks at a consolidated level and at the level of each company of the Group. The risk management area is directly responsible for asset-and-liability management, capital management, the evaluation and measurement of market and operational risks, and is charged with gathering all information regarding any other type of risk to the Group. The risk management process has been set up in a manner consistent with the Group organizational structure, in order to ensure support for efficient management of both risks and the Group's capital. Through the risk management committee, the holding company is responsible for developing risk- management strategies, rules of conduct, and the criteria for measuring, managing and controlling all types of risks. Based on the analyses effected and the guidelines supplied by the risk management committee, the risk management unit of the holding company provides indications to the other units of the holding company and to the Group companies for the rebalancing of risk profiles, the optimization of the Group’s overall risk-return ratio, and the steps to be taken to make the use of economic capital more efficient. During the first quarter of the year, the Board of Directors approved the Basle II Project that will align the operating procedures, the organisational structure and the methods for evaluating risks with the standards provided by the new regulations. Such alignment is to occur with respect to all companies of the Group.

Credit Risks

The Banca Italease Group is proceeding with the overall revision of the process for the assumption, management, and monitoring of credit risk. The control of credit quality occurs through the monitoring of both specific counterparty risk and portfolio risk. With regard to specific types of credit risk, the procedures currently used are capable of assessing a risk profile with respect to an individual customer and a group of related customers, by quantifying the potential risk related to the parties financed. In addressing credit risk at a portfolio level, the traditional analyses at a Group level were standardized in the first quarter of 2007 so that the results at the level of the individual companies are now comparable. The analysis of credit risk has also been extended to the trading portfolio, so as to attain a more comprehensive view of the risk of counterparty insolvency.

Market Risks

28 Considering the current status of the Group’s portfolio, there are no significant positions with respect to market risks. As a matter of policy, all transactions managed through the market portfolio are systematically executed with leading banks as the counterparties, thereby cancelling out the economic effect of changes in market parameters.

Interest-Rate and Liquidity Risk - Banking Book

The asset-and-liability management system makes it possible to come up with a monthly estimate of the sensitivity of the economic value of capital and the interest margin to various shocks along the interest-rate curve. Structural interest-rate risk is kept at modest levels, well below the extreme thresholds indicated by prevailing regulations so that shifts, including significant shifts, of the interest-rate curve would cause only a modest change in the economic value of capital. The limited impact on the Group's interest margin is partly the result of the diversification of the Group companies, and specifically, the aggregation of the factoring receivables and payables with short-term maturities and the leasing receivables and payables with long-term maturities. The table below illustrates the impact of a shock of 100 basis points along the interest-rate curve and the impact of a shock of 200 basis points on the present value of shareholders' equity. In both cases, the effect of a rise in interest rates is negative, albeit marginal with respect to the aggregate of reference.

STRUCTURAL RATE RISK (in €) Valori al 31 March 2007 Gruppo Banca Italease

Shock of -100 bps Impact on interest margin expected in 12 months -7,960,477 Percentage of expected interest margin (*) -2.69%

Shock of -200 bps Change in present value of equity -35,324,235 Percentage of regulatory capital -2.26%

(*) Estimated on basis of capital values and spreads as of 31 March 2007, with the assumption that the same remain unchanged over 12 months thereafter

It is also possible to assess the liquidity risk relative to the Group's portfolio through the ALM system, using the maturity ladder technique. The liquidity analysis at a consolidated level does not evidence any critical variables, since most of the Group's financial needs are covered with medium-/long-term funding, and thus there is no specific reimbursement or refinancing required in the near term.

29

OTHER INFORMATION

SHARE PERFORMANCE

The Banca Italease shares performed very positively in the first quarter of 2007, with the price closing at €47.95 on 30 March 2007, thus climbing 8.6 percent over the €44.17 price registered at the close of trading in 2006. The average closing price for the period was €50.67 per share.

Closing prices as of 30.03.2007 47.95 €

High for the period 58.05 € Low for the period 44.30 €

Capitalization as of 30.03.2007 4,339 € mn

Shares outstanding as of 30.03.2091,526,491

Source: Thomson Financial

The graph below shows the trend of the share performance on a daily basis during the first quarter of 2007.

64.00 3.0

58.00 2.5 52.00

46.00 2.0

40.00 1.5 34.00 Price (€) Price

28.00 1.0 Volume shares) of (mn 22.00 0.5 16.00

10.00 0.0 02-Jan-07 09-Jan-07 16-Jan-07 23-Jan-07 30-Jan-07 06-Feb-07 13-Feb-07 20-Feb-07 27-Feb-07 06-Mar-07 13-Mar-07 20-Mar-07 27-Mar-07

Source: Thomson Financial

30 SHAREHOLDER BASE

The table below, prepared on the basis of the information available to Banca Italease as of 31 March 2007, lists the shareholders who are parties to a shareholder agreement and other shareholders who own 2.0 percent or more of the share capital.

SHAREHOLDERS As of 31 March 2007 % HELD % RESTRICTED

Banco Popolare di Verona e Novara 30.72% 20.04% Banca Popolare dell'Emilia Romagna 6.78% 6.19% Reale Mutua Assicurazioni 6.11% 5.58% Banca Popolare di Sondrio 3.88% 3.54% ABN AMRO Holding NV 3.65% 3.33% Schroeder Investment Management Limited 2.22% Egerton Capital Limited Partnership 2.17% Deutsche Asset Management 2.15% JP Morgan Asset Management 2.05% Banca Popolare di Milano 1.83% 1.61%

Total holdings of main shareholders 61.56% 40.29% Other shareholders 38.44%

Source: Shareholder register

RATINGS

The chart below summarizes the ratings assigned by the international rating agencies to the Banca Italease debt as of 31 March 2007.

RATINGS As of 31 March 2007 SHORT-TERM DEBT MEDIUM-/LONG-TERM DEBT OUTLOOK

Moody's P-2 A3 Stable

Fitch RatingsF2 A-Stable

31

OPERATING HIGHLIGHTS AFTER QUARTER END

On 26 April 2007, Banca Italease and Fondiaria-SAI executed an agreement covering the development of a strategic alliance in their respective core businesses, to be activated through the following: • Banca Italease's acquisition of Fondiaria-SAI assets in the consumer credit and funds management segments, as part of Banca Italease's strategy to develop its business in the retail market; • the execution of a bancassurance agreement that contemplates the distribution of Fondiaria-SAI life insurance products through Banca SAI and Banca Italease. As part of the agreement, Banca Italease will purchase the following from Fondiaria-SAI: 50 percent of Banca SAI; 80 percent of SAI Asset Management SGR; and 5 percent of Effe Vita. The closing of the transaction, which is subject to the procurement of the necessary authorizations from the regulatory authorities, is expected to take place during the second half of 2007.

With a notice issued on 4 May 2007, Fitch Ratings placed Banca Italease's long-term rating (A-) (issuer default rating) on its watchlist, with a negative outlook, while also affirming the other ratings assigned (short- term rating: F2; individual rating: C; support rating: 2).

32 FINANCIAL STATEMENTS

Consolidated Financial Statements for the First Quarter of 2007

BALANCE SHEET (in € 000's)

31/03/2007 31/12/2006 CHANGE

Assets

10. CASH AND CASH EQUIVALENTS 31 29 2 20. FINANCIAL ASSETS HELD FOR TRADING 384,214 455,302 (71,088) 40. FINANCIAL ASSETS AVAILABLE FOR SALE 8,861 8,700 161 50. FINANCIAL ASSETS HELD TO MATURITY 1,418 1,417 1 60. DUE FROM BANKS 331,787 387,642 (55,855) 70. DUE FROM CUSTOMERS 21,256,491 20,366,017 890,474 80. HEDGING DERIVATIVES 64,029 56,227 7,802 100. EQUITY INVESTMENTS 5,609 2,619 2,990 120. TANGIBLE FIXED ASSETS 1,384,557 1,524,149 (139,592) 130. INTANGIBLE FIXED ASSETS 256,789 257,108 (319) including: - Goodwill 248,693 248,693 140. TAX ASSETS 14,829 13,057 1,772 b) Deferred 14,829 13,057 1,772 160. OTHER ASSETS 789,923 947,791 (157,868)

TOTAL ASSETS 24,498,538 24,020,058 478,480

31/03/2007 31/12/2006 CHANGE

Liabilities and shareholders' equity

10. DUE TO BANKS 4,443,901 7,446,436 (3,002,535) 20. DUE TO CUSTOMERS 7,022,916 6,404,946 617,970 30. SECURITIES OUTSTANDING 10,582,365 8,066,545 2,515,820 40. FINANCIAL LIABILITIES FOR TRADING 387,522 458,694 (71,172) 60. HEDGING DERIVATIVES 335,242 289,437 45,805 80. TAX LIABILITIES 69,234 53,374 15,860 a) Current 69,234 53,374 15,860 100. OTHER LIABILITIES 116,293 110,199 6,094 110. PROVISIONS FOR EMPLOYMENT TERMINATION INDEMNITIES 13,063 12,602 461 120. RESERVES FOR LIABILITIES AND CHARGES 29,190 28,515 675 a) Pension and similar provisions 24,785 24,279 506 b) Other provisions 4,405 4,236 169 140. VALUATION RESERVES 3,974 3,936 38 170. RESERVES 326,423 147,913 178,510 180. SHARE PREMIUM 639,019 384,970 254,049 190. SHARE CAPITAL 472,277 431,212 41,065 200. OWN SHARES (-) (26) (26) 210. MINORITY INTERESTS (+/-) 3,069 3,069 220. NET INCOME (LOSS) FOR THE PERIOD (+/-) 54,076 178,236 (124,160)

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY 24,498,538 24,020,058 478,480

33 Consolidated Financial Statements for the First Quarter of 2007

INCOME STATEMENT (in € 000's)

31/03/2007 31/03/2006 CHANGE

10. INTEREST AND SIMILAR INCOME 286.116 153.918 132.198 20. INTEREST AND SIMILAR EXPENSE (202.559) (101.874) (100.685)

30. INTEREST MARGIN 83.557 52.044 31.513 40. COMMISSIONS RECEIVED 85.485 72.545 12.940 50. COMMISSIONS PAID (30.748) (24.222) (6.526)

60. NET COMMISSIONS 54.737 48.323 6.414 80. NET PROFIT (LOSS) FROM TRADING ACTIVITY 452 2.558 (2.106) 90. NET PROFIT (LOSS) FROM HEDGING ACTIVITY (353) 11 (364)

120. TOTAL INCOME 138.393 102.936 35.457 130. NET IMPAIRMENT-RELATED VALUATION ADJUSTMENTS/WRITEBACKS (16.785) (12.900) (3.885) a) receivables (16.785) (12.900) (3.885)

140. NET FINANCIAL INCOME (LOSS) 121.608 90.039 31.569 170. NET INCOME FROM FINANCIAL AND INSURANCE OPERATIONS 121.608 90.039 31.569 180. ADMINISTRATIVE EXPENSES (34.115) (27.389) (6.726) a) personnel expenses (20.947) (16.421) (4.526) b) other expenses (13.168) (10.968) (2.200) 190. NET PROVISIONS TO RESERVES FOR LIABILITIES AND CHARGES (359) (1.243) 884 200. NET VALUATION ADJUSTMENTS/WRITEBACKS ON TANGIBLE FIXED ASSETS (1.183) (1.117) (66) 210. NET VALUATION ADJUSTMENTS/WRITEBACKS ON INTANGIBLE FIXED ASSETS (942) (966) 24 220. OTHER OPERATING INCOME (EXPENSE) 792 131 661

230. OPERATING EXPENSES (35.807) (30.584) (5.223) 270. INCOME (LOSS) FROM SALE OF INVESTMENTS 140 (345) 485

280. PRE-TAX INCOME (LOSS) FROM CONTINUING OPERATIONS 85.941 59.107 26.834 290. TAXES ON INCOME FROM CONTINUING OPERATIONS (31.863) (24.400) (7.463)

300. NET INCOME (LOSS) FROM CONTINUING OPERATIONS 54.078 34.707 19.371

320. NET INCOME (LOSS) FOR THE PERIOD PRIOR TO MINORITY INTERESTS 54.078 34.707 19.371 330. NET INCOME (LOSS) FOR THE PERIOD ACCRUING TO MINORITY INTERESTS (2) (139) 137 340. NET INCOME (LOSS) FOR THE PERIOD 54.076 34.568 19.508

34 Consolidated Financial Statements for the First Quarter of 2007

STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (in € 000's)

As of 31 March 2007

Changes Allocation of Prior Period Income (1) (1) (2) (3)=(1)+(2) (3) Shareholders' Equity Transactions (14) (14) (15) (15) Changes in Issue of New Net Income Minority Adj u stm e nts to Minority Minority Dividends Changes in Issue of New Purchase of Purchase of Own Change in Derivatives Net Income Shareholders' Shares - Extraordinary Shareholders' Group Share Opening Balances Group Share Group Reserves - Shares - Minority Stock (Loss) - Interests Interests Interests and Other Reserves - Shares - Own Shares - Dividends Capital on Own (Loss) - Equity - Minority as of (2) as of Reserves Minority Minority Interests options Minority Equity - Group Share as of Share as of Reserves Allocations Group Group Group Instruments Shares Group Interests Interests Interests Interests 31/12/2005 31/12/2005 01/01/2006 01/01/2006 (4) (4) (5) (6) (6) (7) (7) (8) (8) (9) (10) (12) (13) Share capital: 431,212 1,654 431,212 1,654 41,065 472,277 1,654 a) Ordinary shares 431,212 1,654 431,212 1,654 41,065 472,277 1,654 b) Other shares Share premium 384,970 3 384,970 3 254,049 639,019 3 Reserves 147,913 462 147,913 462 178,236 949 (43) (2) 317 326,423 1,409 a) Earnings 156,791 361 156,791 361 178,236 949 (43) (2) 334,984 1,308 b) Other: (8,878) 101 (8,878) 101 317 (8,561) 101 1) FTA reserve (13,611) 38 (13,611) 38 (13,611) 38 2) Euro conversion reserve 11 1 3) Reserve for own shares 26 26 26 4) Stock option 1,694 1,694 317 2,011 5) Merger surpluses 2,147 2,147 2,147 6) Other 865 63 865 63 865 63 Valuation reserves: 3,936 1 3,936 1 38 3,974 1 a) Available for sale 195 195 38 233 b) Coverage of financial flows c) Other: 3,741 1 3,741 1 3,741 1 1) Tangible fixed assets 2) Intangible fixed assets 3) Coverage of investments abroad 4) Foreign-exchange differences

5) Non-current assets held for sale 3,741 1 3,741 1 3,741 1 6) Special revaluation laws Capital instruments Own shares (26) (26) (26) Net income (loss) for the period 178,236 949 178,236 949 (178,236) (949) 54,076 2 54,076 2 Shareholders' equity 1,146,241 3,069 1,146,241 3,069 (5) (2) 295,114 317 54,076 2 1,495,743 3,069

(1) Allocated to retained earnings prior to the shareholders' approval of the financial statements as of 31 December 2006 and the related distribution of earnings.

35 As of 31 March 2006

Changes Allocation of Prior Period Income (1) (1) (2) (3) (3) Shareholders' Equity Transactions (13) (13) (14) (14) Changes in Issue of New Net Income Minority Adj u stm e nts to Minority Minority Dividends Changes in Issue of New Purchase of Purchase of Own Change in Derivatives Net Income Shareholders' Shares - Extraordinary Shareholders' Group Share Opening Balances Group Share Group Reserves - Shares - Minority Stock (Loss) - Interests Interests Interests and Other Reserves - Shares - Own Shares - Dividends Capital on Own (Loss) - Equity - Minority as of (2) as of Reserves Minority Minority Interests options Minority Equity - Group Share as of Share as of Reserves Allocations Group Group Group Instruments Shares Group Interests Interests Interests Interests 31/12/2005 31/12/2005 01/01/2006 01/01/2006 (4) (4) (5) (6) (6) (7) (7) (8) (8) (9) (10) (11) (12) 31/03/2006 31/03/2006 31/03/2006 31/03/2006 Share capital: a) Ordinary shares 393,412 1,686 393,412 1,686 393,412 1,686 b) Other shares Share premium 99,422 99,422 99,422 Reserves a) Earnings 100,637 264 100,637 264 93,468 619 194,105 883 b) Other: 1) FTA reserve (13,627) 56 (13,627) 56 (13,627) 56 2) Euro conversion reserve 11 1 3) Reserve for own shares 26 26 26 4) Stock option 321 321 165 486 5) Merger surpluses 2,147 2,147 2,147 6) Other (617) 60 (617) 60 (3) 1 (620) 61 Valuation reserves: a) Available for sale b) Coverage of financial flows c) Other: 1) Tangible fixed assets 2) Intangible fixed assets 3) Coverage of investments abroad 4) Foreign-exchange differences

5) Non-current assets held for sale 3,741 3,741 3,741 6) Special revaluation laws Capital instruments Own shares (26) (26) (26) Net income (loss) for the period 93,468 619 93,468 619 (93,468) (619) 34,568 139 34,568 139 Shareholders' equity 678,905 2,685 678,905 2,685 (3) 1 165 34,568 139 713,635 2,825

(1) Allocated to retained earnings prior to the shareholders' approval of the financial statements as of 31 December 2006 and the related distribution of earnings.

36

Consolidated Financial Statements for the First Quarter of 2007

STATEMENT OF CHANGES IN FINANCIAL POSITION Indirect Method (in € 000's)

31/03/2007 31/12/2006 31/03/2006

A. OPERATING ACTIVITY

1. OPERATIONS 91,264 327,205 93,771

- Net income (loss) for the period (+/-) 54,076 178,236 34,568

- Capital gains (losses) on financial assets held for trading and on financial assets stated at fair value (-/+) 49 25,850 840

- Capital gains (losses) on hedging activity (-/+) 353 (325) (12)

- Net writedowns (recoveries) for impairment of value (+/-) 16,785 51,551 13 - Net valuation adjustments (writebacks) on tangible and intangible fixed assets(+/-) 2,125 8,791 2,083 - Net provisions to reserves for liabilities and charges and other revenue/expenses (+/-) 1,745 6,936 2,246

- Taxes and duties not settled (+) 15,860 53,374 54,033

- Net valuation adjustments (recoveries) on groups of assets held for sale, net of tax effect (+/-)

- Other adjustments (+/-) 271 2,792

2. LIQUIDITY GENERATED (ABSORBED) BY FINANCIAL ASSETS (560,424) (8,180,213) (668,470)

- Financial assets held for trading 1,300 (19,162) (62,026)

- Financial assets stated at fair value

- Financial assets available for sale (6,561)

- Due from banks: sight (2,616) 75,555 (48,363)

- Due from banks: other 58,471 (209,261) 26,768

(1) - Due from customers (761,608) (8,099,592) (564,220)

- Other assets 144,029 78,808 (20,629)

3. LIQUIDITY GENERATED (ABSORBED) BY FINANCIAL LIABILITIES 185,307 7,604,285 530,912

- Due to banks: sight (878,738) 970,616 (590,731)

- Due to banks: other (2,123,394) 2,312,565 305,439

- Due to customers 617,970 1,211,077 (218,709)

- Securities outstanding 2,563,682 3,142,783 1,013,217

- Financial liabilities held for trading (1,553) (14,003) 55,702

- Financial liabilities stated at fair value

- Other liabilities 7,340 (18,753) (34,006) LIQUIDITY GENERATED (ABSORBED) BY OPERATIONS (283,853) (248,723) (43,787)

37 31/03/2007 31/12/2006 31/03/2006

B. INVESTMENT ACTIVITY (1)

1. LIQUIDITY GENERATED 1,762 266,783 76,295

- Sale of equity investments 12

- Dividends received on equity investments 3 3

- Sale of financial assets held to maturity

- Sale of tangible fixed assets(1) 1,749 266,768 75,909

- Sale of intangible fixed assets 10 386

- Sale of business units

2. LIQUIDITY ABSORBED (12,767) (303,797) (32,651)

- Purchase of equity investments (2,990)

- Purchase of financial assets held to maturity (1) (1) (2)

- Purchase of tangible fixed assets (1) (9,143) (84,537) (31,064)

- Purchase of intangible fixed assets (633) (219,259) (1,585)

- Purchase of business units

LIQUIDITY GENERATED (ABSORBED) BY INVESTMENT ACTIVITY (11,005) (37,014) 43,644

C. FUNDING ACTIVITY

- Issue (purchase) of own shares 295,114 323,348

- Issue (purchase) of capital instruments

- Distribution of dividends and other funding transactions (37,357) 162

LIQUIDITY GENERATED (ABSORBED) BY FUNDING ACTIVITY 295,114 285,991 162

NET LIQUIDITY GENERATED (ABSORBED) DURING THE PERIOD 256 254 19

31/03/2007 31/12/2006 31/03/2006

RECONCILIATION

Accounts

Opening balance of cash and cash equivalents 29 260 260

Net liquidity generated (absorbed) during the period 256 254 19

Cash and cash equivalents: effect of changes in exchange rates (254) (485) Closing balance of cash and cash equivalents 31 29 279

1) The amounts referring to assets under lease booked as part of the investment activity have been reclassified as a change in amounts due from customers, in consideration of the specific nature of the leasing activity. Such amounts are equal to €145.8 million for the first quarter of 2007, €415 million for the year of 2006, and €98 million (restated) for the first quarter of 2006.

38

ACCOUNTING POLICIES

A.1 - GENERAL INFORMATION

Section 1 – Statement of conformity with international accounting principles

The holding company, Banca Italease, declares that the consolidated financial statements contained in this report as of 31 March 2007 have been prepared in complete conformity with all of the international accounting principles (IAS/IFRS) issued by the International Accounting Standard Board and the interpretations thereof effected by the International Financial Reporting Interpretation Committee, in effect as of 31 March 2007 and ratified by the European Commission in accordance with the procedures set forth in EU Regulation n. 1606/2002

The holding company, Banca Italease, furthermore declares that the financial statements as of 31 March 2007 have been prepared by using the same accounting principles and calculation methods used in the preparation of the most recent annual report.

Section 2 – General principles for the preparation of the financial statements

This report, with its data denominated in thousands of euros, is based on the application of the following general principles for the preparation of financial statements as established by IAS 1:

1) Going concern. Assets, liabilities and off-balance-sheet transactions are valued in accordance with the values of operating the companies of the Group, inasmuch as the companies are expected to continue doing business over time. 2) Accrual of revenues and costs. Revenues and costs are reported, regardless of the date of their monetary settlement, during the period in which they are respectively earned and incurred, and according to the criterion of correlation. 3) Consistent presentation. The presentation and the classification of the accounts remain consistent over time in order to ensure the comparability of the information. Changes in the presentation and classification may be made when required by an international accounting principle or an interpretation thereof, or when the change makes the representation of the values more appropriate in terms of significance or reliability. Should a criterion for presentation or classification be changed, the new criterion shall be applied – whenever possible – on a retroactive basis; in such case, the nature and the reason for the change shall be indicated, as well as the accounts affected by the change. The formats prepared by the Bank of Italy for bank financial statements have been adopted in the presentation and classification of the accounts. 4) Aggregation and significance. All significant groupings of accounts with a similar nature or function are reported separately. Items of a different nature or function, if significant, are presented apart. 5) Exclusion of offset. There is no offsetting of assets and liabilities or of revenues and costs, except where required or permitted by an international accounting principle or the interpretation thereof, or as provided by the formats prepared by the Bank of Italy for bank financial statements. 6) Comparability of information. The comparable information for the preceding period is reported for all data contained in the quarterly financial statements, unless otherwise provided or permitted by an international accounting principle or an interpretation thereof. Information of a descriptive nature is also included whenever it is useful for understanding the data.

Section 3 – Consolidation area and methods

Equity investments in companies over which the Group has exclusive control and in joint ventures

The accounting treatment of equity investments in companies over which the Group has exclusive control is indicated as follows. - Companies over which the Group has exclusive control. With the application of the full consolidation method, all assets, liabilities, costs and revenues of the holding company, Banca Italease, and of the companies over which Banca Italease has direct or indirect control are included in the accounts and sub-accounts of the financial statements, whereas the investments in the controlled companies (with the respective percentages of their capital) as well as the other relationships with the companies of the

39 Group have been eliminated. Positive differences, if any, between the value of the investments in the subsidiary companies and the corresponding value of their net equity are booked as goodwill and subject to the impairment test; negative differences, if any, are accrued to revenues.

Registered Type of Inves tm ent Relations hip Company Names Relatio nship Office (1) Investing Company % Held

A. Companies A.1 Consolidated on a line-by-line basis Banking Group 1 Banca Italease S.p.A. Milan Holding Company 2 Italease Gestione Beni S.p.A. Milan 1 Banca Italease 95% 3 Italease Network S.p.A. Milan 1 Banca Italease 100% 4 Itaca Service S.p.A. Milan 1 Banca Italease 100% 5 Italease Finance S.p.A. Milan 1 Banca Italease 70% 6 Mercantile Leasing S.p.A. Florence 1 Banca Italease 100% 7 Essegibi Finanziaria S.p.A. (già Unico Leasing S.p.A.) Milan 1 Italease Gestione Beni 100% 8 Italease Factorit S.p.A. Milan 1 Banca Italease 100% 9 Essegibi Promozioni Immobiliari S.r.l. Milan 1 Italease Gestione Beni 100% 10 Banca Italease Funding LLC Delaware 1 Banca Italease 100% 11 Banca Italease Capital Trust Delaware 1 Banca Italease Funding LLC 100% 12 Italeasing S.p.A. Pisa 1 Banca Italease 99.90% 13 Leasimpresa S.p.A. Turin 1 Banca Italease 100% Insurance Companies 14 Italease Agency S.r.l. Milan 1 Banca Italease 100% Other Companies 15 Italfinance Securitisation VH 1 S.r.l. Conegliano 4 Banca Italease 9.90% 16 Mercantile Finance S.r.l. Florence 4 Mercantile Leasing 10% 17 Erice S.r.l. Conegliano 4 18 Italfinance Securitisation VH 2 S.r.l. Conegliano 4 19 Leasimpresa Finance S.r.l. Conegliano 4 20 HLL S.r.l Milan 1 Essegibi Finanziaria 100% 21 HGP S.r.l Milan 1 Essegibi Finanziaria 100% 22 Corte del Naviglio S.r.l. Milan 1 Essegibi Finanziaria 100% 23 Industrial 1 S.r.l. Milan 1 Essegibi Finanziaria 100% 24 C.S. S.p.A. Milan 1 Essegibi Finanziaria 100% 25 La Grilla S.r.l. Milan 1 Essegibi Finanziaria 100%

(1) Type of relationship: 1 = Majority of voting rights at the ordinary shareholders' meeting 4 = Other forms of control

In comparison with 31 December 2006, the consolidation area has been changed as a result of the following: • the incorporation of two new special-purpose companies, C.S. and La Grilla; • the sale of 60 percent of Essegibi Service, and the consequent elimination of the company from the consolidation area.

Section 4 – Events subsequent to the close of the accounting period

No events occurred subsequent to the date of reference of the financial statements for which the accounting principles would have required disclosure in these notes.

Section 4 – Other items

The items requiring disclosure as set forth in IAS 1, Paragraph 116, and IAS 8, Paragraphs 28, 29, 30, 31, 39, 40 and 49 do not apply with respect to the Group's financial statements.

40 A.2 – INFORMATION ON THE MAIN ACCOUNTS OF THE FINANCIAL STATEMENTS

Section 1 – Financial assets held for trading

1.1. Classification criteria

The portfolio of financial assets held for trading includes derivatives instruments (with a positive fair value) other than those used for hedging. This portfolio also includes derivatives instruments booked separately from the underlying structured financial instruments whenever the requirements for the discorporation are met.

1.2. Criteria for registration and cancellation

Trading derivatives instruments are booked in accordance with the principle of the "negotiation date".

Should certain conditions exist (see Section 6 - Hedging transactions), the aforementioned trading derivatives instruments may be used as risk-hedging instruments, subject to their reclassification. Conversely, the derivatives contracts used as risk-hedging instruments and classified as such are transferred to the trading portfolio whenever they are no longer used for hedging purposes. If sold to third parties, the aforementioned instruments are eliminated from the balance sheet only if virtually all risks and benefits in relation thereto (or effective control over the same) are transferred to the buyers. Whenever all of the risks and benefits (or effective control over the same) are not effectively transferred, a payable is booked with respect to the buyers for the amount collected on the sale.

1.3. Valuation criteria

The trading derivatives instruments are valued at fair value both upon purchase and thereafter. The fair values of instruments listed on active (efficient) markets refer to market prices as of the close of the accounting period. The fair values of instruments not listed on active markets are equal to the present value of expected cash flows, computed by taking into account the differing risk profiles of the instruments to be valued. An estimate of counterparty risks is computed by using the probabilities of default (PD) produced by the internal rating system or parameters approximating the PD, as well as the loss-given defaults (LGD) calculated pursuant to special statistical programs therefor.

1.4. Criteria for the reporting of income and expenses

The income statement account, "Net profit (loss) from trading activity", includes all income and losses relative to trading derivatives instruments (trading gains and losses and capital gains and capital losses from valuation).

The differentials and margins on operational hedging derivatives booked to the trading portfolio are recorded as either interest income or expense.

Section 2 – Financial assets available for sale

2.1. Classification criteria

The portfolio of the financial assets available for sale includes securities to be sold over a term that is generally longer than the term for sale of the securities held in the trading portfolio. This portfolio also includes all minority shareholdings held by the Group.

2.2. Criteria for registration and cancellation

The securities of the portfolio available for sale may be transferred to other portfolios and the securities of other portfolios may be transferred to the portfolio available for sale only if the conditions provided by IAS 39 are met. If sold to third parties, the securities available for sale are eliminated from the balance sheet only if virtually all risks and benefits in relation thereto (or effective control over the same) are transferred to the buyers. Whenever all of the risks and benefits (or effective control over the same) are not effectively transferred, a payable is booked with respect to the buyers for the amount collected on the sale.

41 The securities available for sale involved in spot sales or purchases not yet settled (regular way) are booked (if purchased) or eliminated (if sold) in accordance with the "settlement date" principle. The interest on the securities is computed on the basis of their internal rate of return. Structured securities (the combination of a security with one or more derivatives instruments incorporated) are split, with the securities booked separately from their embedded derivatives if the derivatives have economic and risk characteristics different from the underlying securities and if the derivatives may be configured as independent derivatives contracts.

2.3. Valuation criteria

At their purchase date, the securities in the portfolio available for sale are booked at fair value (purchase price), including any advance transaction revenues and costs attributable specifically to the securities acquired. Thereafter, the securities are valued at fair value: a) the fair values of the instruments listed on active (efficient) markets refer to market prices as of the close of the accounting period; b) the fair values of instruments not listed on active markets are equal to the present value of expected cash flows, computed by taking into account the differing risk profiles of the instruments to be valued; c) the fair values of the unlisted minority interests are estimated on the basis of methodologies that are determined by the company’s valuation techniques and deemed most suitable for the type of activity carried out by the company in which the investment is held (these investments are, however, valued at cost should it not be possible to come up with a reliable estimate of the fair value). Securities available for sale issued by entities whose solvency evidences signs of deterioration are subject to an impairment test: the losses from impairment are equal to the difference between the book value of the impaired securities and their current fair value, if lower; any subsequent recovery of value may not exceed the amount of any previously recorded losses from impairment.

2.4. Criteria for the reporting of income and expenses

The allocation to the income statement of the income and expenses of financial assets available for sale is based on the following. a) Interest income and dividends on the securities are respectively allocated to "Interest and similar income" and "Dividends and similar income". b) Securities trading gains and losses are allocated to "Income (loss) from sale or repurchase of financial assets available for sale". The capital gains and losses recognized upon the valuation of the assets at fair value are directly booked to shareholders' equity ("valuation reserves") and transferred to the income statement only if realized through the sale of the securities or as a result of the recognition of losses from impairment. c) Losses from impairment and recoveries of value on debt securities are allocated to "Net valuation adjustments for impairment of financial assets available for sale". Losses from impairment on equity securities are also allocated to "Net valuation adjustments for impairment of financial assets available for sale", while any recoveries of value from the valuation at fair value are directly booked to shareholders' equity ("valuation reserves").

Section 3 – Financial assets held to maturity

3.1. Classification criteria

The portfolio of financial assets held to maturity includes the listed debt securities that the Group intends to hold, and is capable of holding, until their maturity. These securities may, however, be involved in repurchase agreements, securities lending agreements, or other temporary refinancing transactions.

3.2. Criteria for registration and cancellation

Without prejudice to the exceptions provided by IAS 39, the securities of the portfolio held to maturity may not be transferred to other portfolios, nor may securities in other portfolios be transferred to the portfolio of securities held to maturity. If sold to third parties on an exceptional basis, the securities to be held to maturity are eliminated from the balance sheet only if virtually all risks and benefits in relation thereto (or effective control over the same) are transferred to the buyers. Whenever all of the risks and benefits (or effective 42 control over the same) are not effectively transferred, a payable is booked with respect to the buyers for the amount collected on the sale. The securities to be held to maturity involved in spot sales or purchases not yet settled (regular way) are booked (if purchased) or eliminated (if sold) in accordance with the "settlement date" principle. The interest on the securities is computed on the basis of their internal rate of return. Structured securities (the combination of a security with one or more derivatives instruments incorporated) are split, with the securities booked separately from their embedded derivatives if the derivatives have economic and risk characteristics different from the underlying securities and if the derivatives may be configured as independent derivatives contracts.

3.3. Valuation criteria

At their purchase date, the securities in the portfolio held to maturity are booked at fair value (purchase price), including any advance transaction revenues and costs attributable specifically to the securities acquired. Thereafter, the valuations are based on the principle of amortized cost, with the securities subject to an impairment test whenever there is any evidence of the deterioration of the solvency of the issuers: the losses from impairment are equal to the difference between the book value of the impaired securities and the present value (computed on the basis of the internal rate of return) of the expected cash flows for principal and interest, if lower; any subsequent recovery of value may not exceed the amount of any previously recorded losses from impairment.

3.4. Criteria for the reporting of income and expenses

The allocation to the income statement of the income and expenses of financial assets held through maturity is based on the following. a) Interest earned on the securities is allocated to "Interest and similar income". b) Any gains or losses on the sale of the securities are allocated to "Income (loss) from sale or repurchase of financial assets held through maturity". c) Any losses from impairment and any subsequent recoveries of value on the securities are allocated to "Net valuation adjustments for impairment of financial assets held through maturity".

Section 4 - Receivables

4.1. Classification criteria

The receivables portfolio includes all balance-sheet receivables (regardless of their form) due from banks and from customers, as well as unlisted debt securities which Banca Italease does not intend to sell in the near term. Balance-sheet receivables include those arising from financial lease transactions (which are booked in accordance with the financial method, pursuant to IAS 17) and the receivables arising from factoring activity (consisting of receivables originating from cash advances).

4.2. Criteria for registration and cancellation

The receivables and securities are booked to the receivables portfolio at the time of disbursement or purchase, and may not be transferred to other portfolios thereafter. Similarly, the financial instruments held in other portfolios may not be transferred to the receivables portfolio. If sold to third parties (for example, through securitization transactions), the receivables and securities are eliminated from the balance sheet only if virtually all risks and benefits in relation thereto (or effective control over the same) are transferred to the buyers. Otherwise, the amounts collected on the sale, together with the corresponding revenues and costs on the underlying assets, are booked as payables with respect to the buyers.

The receivables and the securities involved in spot sales or purchases not yet settled (regular way) are booked (if purchased) or eliminated (if sold) in accordance with the "settlement date" principle. The interest thereon is computed on the basis of the internal rate of return of the assets involved.

43 Structured securities and structured receivables (the combination of a security or receivable with one or more derivatives instruments incorporated) are split, with the securities booked separately from their embedded derivatives if the derivatives have economic and risk characteristics different from the underlying securities and if the derivatives may be configured as independent derivatives contracts.

The rules with regard to the "accounting cancellation" dictated by IAS 39 have also been applied, as permitted by IFRS 1, to the receivables involved in securitization transactions realized before 1 January 2004 in order to ensure standard accounting/valuation treatment to the different securitization transactions effected both before and after 1 January 2004.

4.3. Valuation criteria

As of the date of disbursement or purchase, the receivables and securities are booked at fair value (which corresponds to the amount disbursed or the purchase price), including, in the case of securities and receivables with a maturity in excess of 18 months, any advance transaction revenues and costs attributable specifically to any security or receivable. Thereafter, the valuations are based on the principle of amortized cost, with the receivables and securities subject to an impairment test whenever there is any evidence of the deterioration of the solvency of the debtors or of the issuers. The impairment test for the receivables is effected in two phases:

1) individual valuations, for the purpose of identifying single, impaired receivables and the computation of the relative losses of value; 2) group valuations, for the purpose of identifying – using the incurred-losses model – impaired portfolios of active receivables and the computation of lump-sum losses with respect thereto.

Based on the criteria specified by the Bank of Italy, the impaired receivables subject to individual valuation are:

1) non-performing receivables; 2) watchlist credits; 3) restructured credits; 4) receivables uncollected or past due.

The losses of value attributable to each impaired receivable are equal to the difference between their recoverable value and the relative amortized cost. The recoverable value is equal to the present value of each receivable’s expected cash flows for principal and interest, computed on the basis of: a) the contractual value of the cash flows, net of the expected losses, which are estimated by taking into account both the debtor’s specific capacity to meet the obligations undertaken and the realizable value of the leased assets, as well as any secured or unsecured guarantees; b) the expected recovery period, which is estimated on the basis of the proceedings under way to recover the credit; c) the internal rate of return.

The individual impairment of Group's receivables regards the following categories:

- receivables classified as "non-performing"; - receivables classified as "watchlist"; - receivables uncollected or past due; - restructured credits.

The computation of the impairment on individual positions was made in accordance with the provisions of accounting principle IAS 39, by discounting the estimated realizable values of the receivables in relation to the expected recovery periods.

In particular:

- in the case of non-performing positions, the following calculation parameters were used: a) recovery forecasts drawn up by the managers of the positions; b) expected timing for the recovery, estimated on the basis of historical-statistical data and monitored by the managers;

44 c) "historical" discount rates, represented by the contractual rates in effect as of the date on which the position was classified as a "non-performing" receivable.

- in the case of watchlist positions, the following calculation parameters were used: a) recovery forecasts drawn up by the managers of the positions; b) expected timing for the recovery, estimated on the basis of historical-statistical data; c) "historical" discount rates, represented by the contractual rates in effect as of the date on which the position was classified as a "watchlist" credit.

- in the case of receivables uncollected or past due, the following calculation parameters were used: a) probability of the uncollected/past-due receivable being classified as a watchlist/non-performing position, estimated on the basis of historical-statistical data with the use of the Group’s receivables archives; b) loss in the event of insolvency (estimated on the basis of historical-statistical data with the use of a file of non-performing positions that were closed out); c) expected timing for the recovery, estimated on the basis of historical-statistical data; d) "historical" discount rates, represented by the contractual rates in effect as of the date on which the position was classified as uncollected/past-due.

With reference to group valuations of performing receivables, groups of similar receivables presenting appreciable signs of the qualitative deterioration of the debtors (impaired portfolios) are identified whenever there is evidence of an increase in the estimated probability of default (the "proxy-PD"), the parameter which approximates the average probability of default of different groups of receivables.

The amount of the lump-sum writedown of each impaired portfolio is equal to the product of: the total portfolio value, its proxy-PD, and the loss-given default ("LGD") of the receivables in the portfolio.

Such valuations have also regarded receivables covered by securitization transactions after 31 December 2003.

The group valuations of performing receivables were effected by: a) segmenting the performing receivables portfolio on the basis of the socio-economic and risk characteristics of the debtors; b) estimating the probability of the performing positions being classified as "watchlist" or "non-performing" positions (the so-called "default rates") by using historical information relative to the Group's receivables; c) computing the rates of loss in the event of insolvency on the basis of historical-statistical data, with the use of a file of non-performing positions that were closed out; d) computing the writedown percentages for the individual segments of the overall performing portfolio.

Any subsequent recovery of value may not exceed the amount of any previously recorded losses from impairment (individual and group).

4.4. Criteria for the reporting of income and expenses

The allocation to the income statement of the income and expenses of the assets in the receivables portfolio is based on the following. a) Interest earned on the receivables and securities is allocated to "Interest and similar income". b) Any gains or losses on the sale of the receivables and securities are allocated to "Income (loss) from sale or repurchase of receivables". c) Any losses from impairment and recoveries of value with respect to the receivables and securities are allocated to "Net valuation adjustments for impairment of receivables".

Section 6 – Hedging transactions

6.1. Classification criteria

The portfolio of hedging transactions includes derivatives instruments purchased in order to annul or minimize the risks incident to the hedged positions. The hedging transactions placed into effect by the Group 45 are aimed at hedging the fair value (interest-rate risks and equity risks) of bond issues (ordinary or structured).

6.2. Criteria for registration and cancellation

The hedging derivatives instruments are booked in accordance with the principle of the "negotiation date". Each hedging transaction is formally documented, and is subjected to tests aimed at verifying – both at the time the transaction is initially booked and thereafter, on a quarterly basis – the past and prospective effectiveness thereof. Hedging transactions are cancelled at maturity, upon revocation or early termination, or whenever they fail to pass the effectiveness test.

6.3. Valuation criteria

Hedging derivatives instruments are valued at fair value. The fair values of instruments listed in active (efficient) markets refer to market prices as of the close of the accounting period. The fair values of instruments not listed in active markets are equal to the present value of expected cash flows, computed by taking into account the differing risk profiles of the instruments to be valued. An estimate of counterparty risks is computed by using the probabilities of default (PD) produced by the internal rating system or parameters approximating the PD, as well as the loss-given defaults (LGD) calculated pursuant to special statistical programs therefor.

The hedged positions are also valued at fair value to the extent that the changes in value are produced by the hedged risks, and thus by "sterilizing" the components of risk not directly correlated to the hedging transaction itself.

6.4. Criteria for the reporting of income and expenses

The allocation to the income statement of the income and expenses is based on the following. a) The differentials accrued on derivatives instruments used for hedging interest-rate risk (in addition to the interest regarding the positions hedged) are allocated to "Interest and similar income" or "Interest and similar expense". b) The capital gains and capital losses arising from the valuation of the hedging derivatives instruments and the hedged positions are allocated to "Net profit (loss) from hedging activity".

Section 7 - Equity investments

7.1. Classification criteria

The portfolio of equity investments includes the equity investments in companies over which the Group exercises control or significant influence, or, in any case, in companies in which the Group holds 20 percent or more of the voting rights.

7.2. Criteria for registration and cancellation

Positive differences (goodwill) as of the date of acquisition between the cost of the investments and the corresponding share of the net equity of the companies in which the investments are held are included in the values at which the investments are booked, and are not subject to amortization. Negative differences are reported as revenues.

If sold to third parties, equity investments are eliminated from the balance sheet only if virtually all risks and benefits in relation thereto are transferred to the buyers.

7.3. Valuation criteria

Equity investments are valued with the net equity method. The initial value at which the investment is booked is increased or decreased by the Group’s share of the periodic earnings or losses of the company in which the investment is held, reduced by any dividends received.

In the presence of any evidence of the deterioration of the solvency of the companies in which the investments are held, the investments are subject to an impairment test in order to verify the presence of any 46 losses of value. The losses from impairment are equal to the difference between the carrying value of the impaired investments and the recoverable value of the same, if lower: the recoverable value refers to the greater of the value of the investment’s use (present value of expected cash flows) and the investment’s trade value (estimated sale value, net of transaction costs). Any subsequent recovery of value may not exceed the amount of any previously recorded losses from impairment.

7.4. Criteria for the reporting of income and expenses

Negative differences between the cost of the investments and the corresponding share of net equity of the companies in which the investments are held which are booked upon acquisition of the investments and the periodic earnings and losses of the companies in which the investments are held are allocated to the income-statement account, "Income (losses) from equity investments". Any losses from impairment and recoveries of value are allocated to "Valuation adjustments/writebacks - other financial transactions".

Section 8 – Tangible fixed assets

8.1. Classification criteria

The portfolio of tangible fixed assets includes assets for own use (capital goods, plant, machinery, furnishings, etc.) and buildings held for investment purposes. The account also includes assets to be leased under financial lease (including buildings under construction) and assets made available to the Group through financial leasing transactions for which the Group is the lessee.

8.2. Criteria for registration and cancellation

Tangible fixed assets are recorded at purchase cost, inclusive of any ancillary charges, and any expenses sustained at a later date to increase the value or initial productive capacity of the assets. The assets are eliminated from the balance sheet upon their sale or at the end of the assets’ useful lives. The expenses for restructuring assets owned by third parties are capitalized when they refer to identifiable and separable tangible fixed assets. The assets to be leased are booked as of the execution of the lease contract, with the amounts thereof then reclassified as receivables when the financial leases start to produce income.

8.3. Valuation criteria

All tangible fixed assets with a limited useful life are valued by using the principle of amortized cost. The carrying value of the buildings to be depreciated has been separated from the value of the underlying land with the use of appropriate estimates. Land is not depreciated inasmuch as it is deemed to have an unlimited useful life. Depreciation is computed with respect to the term of the useful life of the assets to be depreciated, and is charged on a straight-line basis. In the presence of any evidence of the existence of permanent losses, the tangible fixed assets are subject to an impairment test, in order to verify and book any losses of value; any subsequent recovery of value may not exceed the amount of any previously recorded losses from impairment. Assets to be leased are valued at cost as based on the invoices received from suppliers and/or advance payments made.

8.4. Criteria for the reporting of income and expenses

The allocation to the income statement of the income and expenses in relation to tangible fixed assets is based on the following. a) The periodic depreciation charges, permanent losses of value, and recoveries of value are allocated to "Net valuation adjustments/writebacks to tangible fixed assets". b) Profits and losses arising from sale transactions are allocated to "Income (losses) from sale of investments". c) Interest related to pre-leasing instalments is allocated to "Interest income".

47 Section 9 – Intangible fixed assets

9.1. Classification criteria

The portfolio of intangible fixed assets includes the intangible factors of production with a useful life of two or more years, as represented, in particular, by software and goodwill.

9.2. Criteria for registration and cancellation

Intangible fixed assets are recorded at purchase cost, inclusive of any ancillary charges, and any expenses sustained at a later date to increase the initial value or productive capacity of the assets. Goodwill is equal to the positive difference between the expenditures for the acquisition of basic company units, and the fair value of the assets and liabilities acquired, with respect to the quota thereof acquired. Intangible fixed assets are eliminated from the balance sheet at the conclusion of their useful lives.

9.3. Valuation criteria

All intangible fixed assets with a limited useful life are valued by using the principle of cost. Amortization is computed with respect to the term of the useful life of the assets to be amortized, and is charged on a straight-line basis. In the presence of any evidence of the existence of permanent losses, the intangible fixed assets are subject to an impairment test, in order to verify and book any losses of value; any subsequent recovery of value may not exceed the amount of any previously recorded losses from impairment.

Goodwill is not subject to amortization, but is instead periodically subject to an impairment test. Losses from impairment consist of any negative difference between (i) the recoverable value of each sector of the Group’s activity to which specific amount of goodwill is associated, and (ii) the carrying value of the shareholders' equity of such sector. The recoverable value (an estimate of economic value) refers to the greater of the value of the sector’s use (present value of expected cash flows) and the sector’s trade value (estimated sale value, net of transaction costs). Any subsequent recovery of value may not be recognized.

9.4. Criteria for the reporting of income and expenses

The allocation to the income statement of the income and expenses in relation to intangible fixed assets is based on the following. a) The periodic amortization charges, permanent losses of value, and recoveries of value are allocated to "Net valuation adjustments/writebacks to intangible fixed assets". b) Permanent losses of the value of goodwill are allocated to "Valuation adjustments to goodwill".

Section 11 – Current and deferred taxes

11.1. Classification criteria

The accounts relative to the Group’s current taxes are tax prepayments (current tax assets) and taxes payable (current tax liabilities) in relation to the income tax position for the current period. Deferred tax accounts instead represent either income taxes recoverable in future periods in relation to deductible timing differences (deferred tax assets) or income taxes payable in future periods as a result of taxable timing differences (deferred tax liabilities).

11.2. Criteria for registration, cancellation and valuation

Deferred tax assets are reported in accordance with the balance-sheet liability method only if the Group has the capacity of fully offsetting the deductible timing differences by future taxable income, while deferred tax liabilities are always booked as a rule.

Tax assets and liabilities may be offset in cases in which the Group has the option to do so under tax laws and intends to take advantage of this option.

48 11.3. Criteria for the reporting of income and expenses

Tax assets and liabilities flow through the income statement ("Taxes on the income from continuing operations"), except when they arise from transactions directly affecting shareholders' equity (in which case, the tax assets and liabilities are booked through shareholders’ equity) or from business combinations (in which case, the tax assets and liabilities are booked in the computation of the value of the goodwill).

Section 12 – Reserves for liabilities and charges

12.1. Classification criteria

The reserves for liabilities and charges include provisions for liabilities that are certain or probable but whose date of settlement or amount are not precisely known as of the close of the accounting period.

12.2. Criteria for registration, cancellation and valuation

When the settlement of a specific liability is expected to take place after 12 months or more from the date of the financial statements, the relative reserve is stated at present value.

In accordance with the projected unit credit method, the provisions for employment termination indemnities ("TFR"), and defined-benefit and defined-contribution employee pension plans are computed on the basis of the estimates of independent actuaries and are reported at present values, in accordance with the projected unit credit method provided by IAS 19 for defined benefit plans (considering the aforementioned provisions and pension plans fall within this category). Actuarial gains and losses are booked directly with an offsetting entry to shareholders' equity.

12.3. Criteria for the reporting of income and expenses

The allocation to the income statement of the income and expenses in relation to the reserves for liabilities and charges is based on the following. a) Provisions to the reserves for liabilities and charges are allocated to "Net provisions to reserves for liabilities and charges". b) Provisions for employment termination indemnities ("TFR"), seniority bonuses, and supplemental employee pension plans, and the Group's payments into a defined-contribution plan maintained by a third party are allocated to "Administrative expenses - personnel expenses". c) Actuarial gains and losses are booked directly with an offsetting entry to shareholders' equity.

Section 13 – Payables and securities issued

13.1. Classification criteria

Payables, securities issued and subordinated debt include all liabilities for financial debt, other than trading liabilities, which are the Group’s typical funding instruments. The account also includes the Group’s liabilities for assets leased under financial leases.

13.2. Criteria for registration and cancellation

The aforementioned financial liabilities are recorded (at the time of issuance or of placement following a repurchase) or cancelled (upon repurchase) on the basis of the "settlement date" principle, and may not be transferred to the trading liabilities portfolio. Interest is computed on the basis of the internal rate of return relative to the liabilities. Structured financial liabilities (the combination of a security with one or more derivatives instruments incorporated) are split, with the securities booked separately from their embedded derivatives if the derivatives have economic and risk characteristics different from the underlying securities and if the derivatives may be configured as independent derivatives contracts.

49

13.3. Valuation criteria

Financial liabilities are booked at fair value (which corresponds to the value of the funding procured) as of the date they are incurred or the issue date (or upon placement following a repurchase). Fair value includes any advance transaction revenues and costs attributable specifically to any liability. Thereafter, the valuations are based on the principle of amortized cost.

13.4. Criteria for the reporting of income and expenses

The allocation to the income statement of the income and expenses in relation to payables and securities outstanding is based on the following. a) Interest expense is allocated to "Interest and similar expense". b) Any gains and losses on the repurchase of liabilities are allocated to "Income (loss) from sale or repurchase of financial liabilities".

Section 14 – Financial liabilities for trading

14.1. Classification criteria

The portfolio of financial liabilities for trading includes derivatives instruments (with a negative fair value) other than hedging derivatives. This portfolio also includes derivatives instruments booked separately from the underlying structured financial instruments whenever the requirements for the discorporation are met.

14.2. Criteria for registration and cancellation

The criteria applied for the registration and cancellation of the financial assets held for trading (see preceding Section 1 – Financial assets held for trading) are also applied, with the appropriate adjustments, in the registration and cancellation of financial liabilities for trading.

14.3. Valuation criteria

The criteria applied for the valuation of the financial assets held for trading (see preceding Section 1 – Financial assets held for trading) are also applied, with the appropriate adjustments, in the valuation of financial liabilities for trading.

14.4. Criteria for the reporting of income and expenses

The criteria applied for the reporting of income and expenses in relation to financial assets held for trading (see preceding Section 1 – Financial assets held for trading) are also applied, with the appropriate adjustments, in the reporting of income and expenses in relation to financial liabilities for trading.

Section 16 – Transactions in foreign currency

16.1. Classification criteria

Transactions in foreign currency are made up of all assets and liabilities denominated in currencies other than the euro. The Group only holds assets and liabilities in foreign currency that are represented by debt instruments (monetary items).

16.2. Criteria for registration and cancellation

The aforementioned assets and liabilities denominated in foreign currency are initially converted into euros on the basis of spot exchange rates in effect as of the date of each transaction.

16.3. Valuation criteria

The conversion of the assets and liabilities denominated in foreign currency is effected as of the date of the financial statements on the basis of the spot rates in effect as of such date.

50 16.4. Criteria for the reporting of income and expenses

Foreign-exchange differences are reported in the income-statement account, "Net profit (loss) from trading activity".

Section 18 – Other information

Banca Italease receives commissions for placing interest-rate hedging derivatives (developed by the product companies which are operating in the corporate market) in the retail market. Such commissions are booked to the income-statement account "Commissions received" (Account 40). The related commissions paid to third-party intermediaries for business referrals are booked to the income-statement account "Commissions paid" (Account 50).

With reference to the accounting treatment of Banca Italease Group’s stock option plans, the costs of such plans are booked to personnel expense in the income statement. Such costs are determined in accordance with the fair value of the stock options as of the grant date and in proportion to the fraction of the vesting period elapsed and the number of the stock options presumed (on the basis of an estimation of the probability of the vesting condition being realized) to accrue in favour of the beneficiaries as of the vesting date. Such entries are offset by a corresponding increase in balance sheet reserves.

Business combinations are booked in accordance with the purchase method, which assumes the following phases: a) identification of the buying entity; b) computation of the cost of the business combination; c) allocation of the cost of the business combination to the assets and liabilities acquired. The buyer is the company which obtains control, namely, the power to determine the financial and business policies of the other party. The cost of the business combination represents the fair value, as of the date of the transaction, of the assets sold, the liabilities incurred or assumed and the instruments representative of capital issued by the buyer. The allocation of the cost occurs through the reporting of the assets, liabilities and potential liabilities of the buyer in relation to the fair value calculated as of the acquisition date.

The revenues and expenses of the acquired businesses are booked to the income statement as of the date of the acquisition of control.

51 Following are comments on the balance-sheet accounts as of 31 March 2007, the balances of which have been computed on the basis of IAS/IFRS. These data have been reported with comparable data for the end of 2006.

With reference to the comments on the income statement, the proforma data as of 31 March 2006 take into account the effect of the acquisitions of Italeasing (f/k/a Bipielle Leasing) and Leasimpresa for the purposes of the comparison with the data for 2006.

Unless otherwise indicated, the values reported in the tables refer to the banking group only.

ASSETS (in € 000's)

Cash and cash equivalents - Account 10

Total as of Total as of 31/03/2007 31/12/2006 a) Cash 31 29 b) Unrestricted amounts on deposit with central banks Total 31 29

52 Financial assets held for trading - Account 20

Total as of Total as of Account / Amount 31/03/2007 31/12/2006

Liste d Unliste d Liste d Unliste d A. Ca sh a sse ts 1. Debt securities 1.1 Structured securities 1.2 Other debt securities 2. Equity securities 3. Shares in mutual funds 4. Financing 4.1 Repurchase agreements 4.2 Other 5. Impaired assets 6. Assets transferred and not cancelled Total A B. Derivatives 1. Financial derivatives 384,214 455,302 1.1 Trading 259,537 338,240 1.2 Connected with fair value option 1.3 Other 124,677 117,062 2. Credit derivatives 2.1 Trading 2.2 Connected with fair value option 2.3 Other Total B 384,214 455,302 Total (A+B) 384,214 455,302

The account includes the over-the-counter derivatives with a positive fair value (€259.5 million), embedded options with a positive fair value that are part of structured financial instruments (€104 million), and the fair value of operational hedging derivatives not subjected to a hedging test (€20.7 million) The decrease in the balance with respect to 31 December 2006 is due to the trend of over-the-counter trading assets marked to market. The portion of such assets with retail counterparties (€216.7 million) is exposed net of provisions for counterparty risks (€8.5 million).

53 Total as of Total as of Type of Derivatives / Underlying Interest Currencies Equity Receivables Other 31/03/2007 31/12/2006 Asse ts Rates and Gold Securities 31/03/2007, A) Listed derivatives 1) Financial derivatives: With exchange of principal - Options acquired - Other derivatives Without exchange of principal - Options acquired - Other derivatives With exchange of principal Without exchange of principal Total A B) Unlisted derivatives 1) Financial derivatives: 280,067 8,031 34,726 61,390 384,214 455,302 With exchange of principal - Options acquired - Other derivatives Without exchange of principal 280,067 8,031 34,726 61,390 384,214 455,302 - Options acquired 1,966 8,031 34,726 61,262 105,985 107,530 - Other derivatives 278,101 128 278,229 347,772 2) Credit derivatives: With exchange of principal Without exchange of principal Total B 280,067 8,031 34,726 61,390 384,214 455,302 Total (A+B) 280,067 8,031 34,726 61,390 384,214 455,302

54 Financial assets held for sale - Account 40

Total as of Total as of Account / Amount 31/03/2007 31/12/2006

Listed Unlisted Listed Unlisted 1. Debt securities 6,641 6,480 1.1 Structured securities 1.2 Other debt securities 6,641 6,480 2. Equity securities 2,220 2,220 2.1 Stated at fair value 2.2 Stated at cost 2,220 2,220 3. Shares in mutual funds 4. Financing 5. Impaired assets 6. Assets transferred and not cancelled Total 6,641 2,220 6,480 2,220

The listed securities included portfolio of financial assets available for sale as of 31 March 2007 refer to U.S. Treasury Bonds purchased as part of the issue of the preferred securities qualifying as Tier I capital. The unlisted investments refer exclusively to the minority shareholdings set out in the table below.

No. Shares / Company Name Book Value % Held Quotas

Banks 1,047.4 Istituto Centrale delle Banche Popolari Italiane S.p.A. – Milano 0.5 2,000 Banca Alpi Marittime Credito Coop. di Carrù Scrl 0.2 1 Nordest Banca S.p.A. – Udine 1,046.7 3.33% 100,000

Financial companies 1,054.6 Centrosim S.p.A. - Società di Intermediazione Mobiliare delle Banche Popolari Italiane – Milano 51.7 0.50% 1,000 Unione Fiduciaria S.p.A. - Società Fiduciaria e di servizi delle Banche Popolari Italiane S.p.A.- Milano 28.1 0.40% 4,320 Aosta Factor S.p.A. – Aosta 929.6 6.90% 2,000 Fidi Toscana S.p.A. – Firenze 45.2 0.08% 876

Non-financial companies 118.3 Ingromarket S.p.A. – Osmannoro (Fi) 2.6 0.07% 50 Il Tari Scpa - Marcianise (Ce) 99.5 2.62% 109,063 Centergross - Centro per il commercio all'ingrosso di Bologna S.r.l. 16.2 0.32% 31,250

Totals 2,220.3

55

Due from banks - Account 60

Banking group

Total as of Total as of Transaction Type / Amount 31/03/2007 31/12/2006

A. Due from central banks 1. Restricted deposits 2. Mandatory reserves 3. Repurchase agreements 4. Other B. Due from banks 331,025 386,875 1. Current accounts and unrestricted deposits 111,399 108,778 2. Restricted deposits 163,230 211,100 3. Other financing 31,038 41,574 3.1 Repurchase agreements 3.2 Financial leases 14,362 16,210 3.3 Other 16,676 25,364 4. Debt securities 338 417 4.1 Structured securities 4.2 Other debt securities 338 417 5. Impaired assets 6. Assets transferred and not cancelled 25,020 25,006 Total (book value) 331,025 386,875 Total (fair value) 331,768 387,199

The change in the account balance is mainly due to a decrease in restricted deposits placed with derivative counterparties in order to guarantee possible mark-to-market liabilities, in accordance with the terms and conditions of the derivatives contracts.

The sub-account "Other financing - other" includes €9 million advanced to assignors of receivables for the account of credit institutions as part of factoring transactions managed through a pool.

The assets transferred and not cancelled consist of receivables for securitized financial lease contracts.

56 Insurance companies

Total as of Total as of Transaction Type / Amount 31/03/2007 31/12/2006

A. Due from central banks 1. Restricted deposits 2. Mandatory reserves 3. Repurchase agreements 4. Other B. Due from banks 162 112 1. Current accounts and unrestricted deposits 162 102 2. Restricted deposits 10 3. Other financing 3.1 Repurchase agreements 3.2 Financial leases 3.3 Other 4. Debt securities 4.1 Structured securities 4.2 Other debt securities 5. Impaired assets 6. Assets transferred and not cancelled Total (book value) 162 112 Total (fair value) 162 112

The balance refers to the liquidity of the company, Italease Agency.

Other companies

Total as of Total as of Transaction Type / Amount 31/03/2007 31/12/2006

A. Due from central banks 1. Restricted deposits 2. Mandatory reserves 3. Repurchase agreements 4. Other B. Due from banks 600 655 1. Current accounts and unrestricted deposits 600 655 2. Restricted deposits 3. Other financing 3.1 Repurchase agreements 3.2 Financial leases 3.3 Other 4. Debt securities 4.1 Structured securities 4.2 Other debt securities 5. Impaired assets 6. Assets transferred and not cancelled Total (book value) 600 655 Total (fair value) 600 655

The amounts refer to the liquidity of the companies which are not consolidated.

57 Financial leases

31/03/2007 MINIMUM PAYMENTS TOTAL INVESTMENT Residual EXPLICIT Principal Portion Maturity RECEIVABLES Including: Including: non- Interest guaranteed guaranteed residual value Portion residual value Less than 3 months 44 1,104 304 1,408 1 3 months to 1 year 4,416 1,227 5,643 1 year to 5 years 23,498 4,007 27,505 4,575 More than 5 years 10,144 696 10,840 4,338 Unspecified term 168 9 9 Gross total 212 39,171 6,234 45,405 8,914 Valuation adjustments Specific Lump sum Net total 212 39,171 6,234 45,405 8,914

Due from customers - Account 70

Banking group

Transaction Type / Amount Total as of Total as of 31/03/2007 31/12/2006 1. Current accounts 2. Repurchase agreements 3. Mortgages 1,771,030 1,519,898 4. Credit cards, personal loans and advances against wages 5. Financial leases 9,809,526 9,482,296 6. Factoring 2,604,134 2,633,665 7. Other transactions 665,635 608,244 8. Debt securities 8.1 Structured securities 8.2 Other debt securities 9. Impaired assets 279,453 258,929 10. Assets transferred and not cancelled 6,126,395 5,862,686 Total (book value) 21,256,173 20,365,718 Total (fair value) 21,867,953 20,666,922

The amounts due from customers increased by €890 million, inclusive of: - financial lease receivables which grew by €611 million (including assets transferred and not cancelled); - mortgage loan disbursements in the amount of €251 million.

The balance of the sub-account, Impaired assets, refers exclusively to assets not covered by securitizations.

Other transactions mainly refer to: - €191 million of amounts due from special-purpose securitization companies; - €281 million of customer financing; - €16 million of various receivables from Italease Gestione Beni.

58 Other companies

Transaction Type / Amount Total as of Total as of 31/03/2007 31/12/2006 1. Current accounts 2. Repurchase agreements 3. Mortgages 4. Credit cards, personal loans and advances against wages 5. Financial leases 6. Factoring 7. Other transactions 19 8. Debt securities 8.1 Structured securities 8.2 Other debt securities 9. Impaired assets 299 299 10. Assets transferred and not cancelled Total (book value) 318 299 Total (fair value) 318 299

The balance mostly reflects a receivable claimed by HGP in relation to a property acquisition.

Financial leases

31/03/2007 MINIMUM PAYMENTS TOTAL Principal Portion INVESTMENT Residual EXPLICIT Maturity RECEIVABLES Including: Including: non- Interest guaranteed guaranteed residual value Portion residual value Less than 3 months 23,701 488,288 169,927 658,215 13,443 3 months to 1 year 11,982 1,814,857 577,133 2,391,990 45,834 1 year to 5 years 29,422 6,564,578 2,058,723 8,623,301 444,044 More than 5 years 11,082 7,124,587 2,177,445 9,302,032 2,751,541 Unspecified term 141,363 110,216 110,216 Gross total 217,550 16,102,526 4,983,228 21,085,754 3,254,862 Valuation adjustments Specific 106,789 16,462 Lump sum 41,166 Net total 110,761 16,044,898 4,983,228 21,085,754 3,254,862

The decrease in the explicit lease receivables in comparison with 31 December 2006 is mainly due to the March 2007 sale without recourse of €43.9 million of lease receivables claimed by the holding company. The receivables were sold to Zeus Finance.

59

Hedging derivatives - Account 80

Interest Currencies Equity Derivative Type / Underlying Assets Receivables Other Total Rates and Gold Securities A. Listed 1) Financial derivatives: With exchange of principal - Options acquired - Other derivatives Without exchange of principal - Options acquired - Other derivatives 2) Credit derivatives: With exchange of principal Without exchange of principal Total A B. Unlisted 1) Financial derivatives: 64,029 64,029 With exchange of principal - Options acquired - Other derivatives Without exchange of principal 64,029 64,029 - Options acquired - Other derivatives 64,029 64,029 2) Credit derivatives: With exchange of principal Without exchange of principal Total B 64,029 64,029 Total (A+B) 31/03/2007 64,029 64,029 Total (A+B) 31/12/2006 56,227 56,227

The hedging assets subject to the hedging test refers to the holding company's fair-value hedging of structured and other bond issues. Details on the changes in the account balance are provided in the comments to Account 60 of the liabilities.

Equity investments - Account 100

Registered Type of Company Names Relationship Investment Relationship Office (1) Investing Company % Held

B. Companies 1 Renting Italease S.r.l. Rome a Italease Gestione Beni 50% 2 Essegibi Service S.p.A Milan 4 Italease Gestione Beni 40%

(1) Type of relationship: a = significant influence 4 = other forms of control

During the quarter, Italease Gestione Beni sold 60 percent of Essegibi Service, with the latter company thus eliminated from the consolidation area.

60 Tangible fixed assets - Account 120

Total as of Total as of Banking Insurance Other Asset / Amount Group Companies Companies 31/03/2007 31/12/2006

A. Assets used in the business 1.1 Owned 1,072,381 1,072,381 1,229,859 a) Land 16,795 16,795 16,795 b) Buildings 809,450 809,450 993,479 c) Furnishings 2,005 2,005 1,967 d) Computer systems 2,096 2,096 2,030 e) Other 242,035 242,035 215,588 1.2 Acquired under financial lease 26,308 26,308 25,705 a) Land 15,335 15,335 15,335 b) Buildings 10,973 10,973 10,370 c) Furnishings d) Computer systems e) Other Total A 1,098,689 1,098,689 1,255,564 B. Assets held as investments 2.1 Owned 127,702 22,417 150,119 132,621 a) Land 45,122 6,756 51,878 41,916 b) Buildings 82,580 15,661 98,241 90,705 2.2 Acquired under financial lease 135,749 135,749 135,964 a) Land 74,733 74,733 74,733 b) Buildings 61,016 61,016 61,231 Total B 263,451 22,417 285,868 268,585 Total (A+B) 1,362,140 22,417 1,384,557 1,524,149

Pursuant to the guidelines of the Bank of Italy Circular n. 262 of 22 December 2005, the tangible fixed assets used in the business include assets for the Group's own use as well as assets to be leased under financial lease, the latter of which amounted to €1 billion and included €796 million of buildings and €241 million of other, personal-property assets. Given the specific nature of the leasing business and considering the purpose of the financing to back the disbursement of funds for the purchase and construction of such assets, it is worth noting the "receivables" nature of such assets, as also reinforced by the presence of financial flows (so-called pre-leasing) for the remuneration of the sums disbursed.

Assets acquired under financial lease refer to buildings under lease that are used as offices for the companies of the Group.

The reduction with respect to 31 December 2006 is related to assets pending lease as of the end of 2006, and the reclassification of the amounts as receivables.

61

Intangible fixed assets - Account 130

Total as of Total as of 31/03/2007 31/12/2006 Asset / Amount Indefinite Indefinite Finite Life Life Finite Life Life A.1 Goodwill X 248,693 X 248,693 A.1.1 Group X 248,693 X 248,693 A.1.2 Minority interests X X A.2 Other intangible fixed assets 8,096 8,415 A.2.1 Assets valued at cost 8,096 8,415 a) Internally developed assets b) Other 8,096 8,415 A.2.2 Assets stated at fair value a) Internally developed assets b) Other Total 8,096 248,693 8,415 248,693

The account consists of: - goodwill, which is classified among the assets with an indefinite life; - software and licenses for use of software, which are classified as assets with a finite life.

The valuation adjustments are computed in relation to the period of estimated utility, which is five years or less.

The assets with an indefinite life (goodwill) include: - €247.6 million with reference to the acquisition of the following companies, booked in the leasing segment: - Italeasing (f/k/a Bipielle Leasing): €13.6 million; - Leasimpresa: €200.4 million; - Mercantile Leasing: €33.6 million; - the factoring segment: €1.1 million.

62

Other assets - Account 160

Banking Insurance Other Account / Amount Total as of Total as of Group Companies Companies 31/03/2007 31/12/2006 Value-added tax due from tax authorities 693,239 4,394 697,633 863,427 Items in transit 22,359 22,359 19,149 Other 69,778 23 130 69,931 65,215 Total 785,376 23 4,524 789,923 947,791 The value-added tax credits claimed by the Banca Italease Group consist of: - €181.3 million of VAT related to prior years (mainly, from 1998 to 2001) whose claims for reimbursement have already been made; - €42.6 million of VAT related to 2005, whose claim for reimbursement has already been made; - €31.2 million of VAT related to the quarterly periods of 2006, whose claim for reimbursement has already been made; - €78.1 million of VAT related to 2006; - €313.8 million of VAT related to 2007; - €46.2 million of accrued interest.

During first quarter of 2007, VAT receivables were collected with regard to the first, second, third and fourth quarters of 2005, for a total of €269.6 million.

The items in transit refer to payments to suppliers for invoices booked in the first few days of the second quarter of 2007.

The other assets mainly include: - €29.7 million of assets becoming available to the companies of the Group upon the termination of financial lease contracts; such assets are stated at the lower of market value and book value; - €4.2 million of property assets held by the subsidiary, Italease Gestione Beni, for investment purposes; - €23.2 million of prepayments and accrued income other than prepayments and accrued income in relation to financial assets, which are mainly related to insurance policies; - €2.1 million of value-added taxes on invoices to be received.

63

LIABILITIES AND SHAREHOLDERS' EQUITY

Due to banks - Account 10

Transaction Type/ Area Banking Insurance Other Total as of Total as of Group Companies Companies 31/03/2007 31/12/2006

1. Due to central banks 2. Due to banks 4,443,874 27 4,443,901 7,446,436 2.1 Current accounts and unrestricted deposits 1,369,254 27 1,369,281 2,248,019 2.2 Restricted deposits 759,860 759,860 2,851,761 2.3 Financing 2,280,265 2,280,265 2,327,022 2.3.1 Financial leases 123,741 123,741 125,527 2.3.2 Other 2,156,524 2,156,524 2,201,495 2.4 Amounts due on commitments to repurchase own capital instruments 2.5 Liabilities against assets transferred and not 2.5.1 Repurchase agreements 2.5.2 Other 2.6 Other amounts due 34,495 34,495 19,634 Total 4,443,874 27 4,443,901 7,446,436 Fair value 4,438,223 27 4,438,250 7,447,232

The decrease in the account balance essentially reflects the diversification of the forms of financial debt, with the issuance of new bonds, and less borrowing through the banking system as a result of the capital increase.

64

Due to customers - Account 20

Total as of Total as of Transaction Type/ Area Banking Insurance Other Group Companies Companies 31/03/2007 31/12/2006 1. Current accounts and unrestricted deposits 2. Restricted deposits 3. Third-party funds under administration 4. Financing 9,536 9,536 9,257 4.1 Financial leases 3,088 3,088 3,364 4.2 Other 6,448 6,448 5,893 5. Amounts due on commitments to repurchase own capital instruments 6. Liabilities against assets transferred and not cancelled 6,186,162 6,186,162 5,642,334 6.1 Repurchase agreements 6.2 Other 6,186,162 6,186,162 5,642,334 7. Other amounts due 827,115 21 82 827,218 753,355 including: for advances from leasing customers 242,119 242,119 255,638 trade accounts payable 459,750 82 459,832 362,251 factoring payables 23,122 23,122 30,967 Total 7,022,813 21 82 7,022,916 6,404,946 Fair value 7,022,813 21 82 7,022,916 6,405,012

The amounts due to customers incorporate:

- the debt on financial lease contracts executed by the Group companies; - the amounts due to the special-purpose companies acquiring performing lease receivables as part of securitization transactions, which are booked as "Liabilities against assets transferred and not cancelled"; the change in the balance of the sub-account refers to ITA 9 transaction (take-out phase), the ITA 11 transaction (warehousing phase), the additional sale of receivables (€783 million) and the reduction from the amortization of the ITA 5, ITA 6 and ITA 7 transactions; - €459.8 million of amounts payable to suppliers for leased assets; - €242.2 million due to customers for advances against lease contracts; - €25.9 million of amounts due to special-purpose companies involved in securitization transactions, for revolving credit facilities to be settled; - €23.2 million of factoring payables, for amounts to be paid to assignors; - €56.5 million of security deposits.

65

Securities issued - Account 30

Total as of Total as of

Type of Security / Area 31/03/2007 31/12/2006

Book Value Fair Value Book Value Fair Value A. Listed securities 1,421,026 1,443,455 1,227,106 1,252,126 1. Bonds 1,421,026 1,443,455 1,227,106 1,252,126 1.1 Structured 530,051 571,590 344,096 377,854 1.2 Other 890,975 871,865 883,010 874,272 2. Other securities 2.1 Structured 2.2 Other B. Unlisted securities 9,161,339 9,122,649 6,839,439 6,798,097 1. Bonds 8,993,577 8,955,635 6,668,211 6,626,869 1.1 Structured 1,427,645 1,417,682 1,151,259 1,141,893 1.2 Other 7,565,932 7,537,953 5,516,952 5,484,976 2. Other securities 167,762 167,014 171,228 171,228 2.1 Structured 2.2 Other 167,762 167,014 171,228 171,228

Total 10,582,365 10,566,104 8,066,545 8,050,223

Effectively hedged bonds are initially recorded at amortized cost and thereafter, at fair value, taking into account the hedged risk component only (interest rate). Other bonds are valued at amortized cost. In the event of structured bonds whose debt and derivative components can be split, the fair value of the embedded derivatives is booked separately as part of financial assets held for trading or financial liabilities for trading.

The change in the account balance with respect to 31 December 2006 is the result of new issues totalling €2,518 million, repayments of €11 million, and a change of €9 million in the fair value of hedged bonds outstanding as of the start of the year.

Structured bonds include the following: - listed zero coupon bonds of €285.2 million; - unlisted zero coupon bonds of €8.8 million; - listed ordinary bonds of €244.8 million - unlisted ordinary bonds €1,418.8 million.

66 Detail of Account 30 - Securities issued: subordinated securities

Total as of Total as of

Type of Security / Area 31/03/2007 31/12/2006

Book Value Fair Value Book Value Fair Value

B. Unlisted securities 467,349 476,536 467,944 475,441 1. Bonds 319,341 328,528 319,207 326,704 1.1 Structured 1.2 Other 319,341 328,528 319,207 326,704 2. Other securities 148,008 148,008 148,737 148,737 2.1 Structured 2.2 Other 148,008 148,008 148,737 148,737

Total 467,349 476,536 467,944 475,441

The nominal value of the debt is relative to the bonds referenced in the table below:

31/03/2007 31/12/2006 Nominal Book Nominal Book Nominal Issue Maturity Term Repayments Residual Value Residual Value Value Value Value 1 21/12/2000 21/12/2007 7 years 30,960 24,768 6,192 6,199 6,192 6,198 2 15/10/2004 15/10/2014 10 years 150,000 - 150,000 150,790 150,000 150,708 3 15/01/2004 15/01/2009 5 years 37,500 - 37,500 37,751 37,500 37,714 4 28/06/2006 28/06/2016 10 years 125,000 - 125,000 124,601 125,000 124,587 5 06/06/2006 perpetual 150,000 - 150,000 148,008 150,000 148,737 Total 462,500 467,349 462,500 467,944

1. SERIES A42, Code ISIN IT0003052468 Amount: €30,960,000 Issue date: 21 December 2000 Maturity date: 21 December 2007 Quarterly interest paid in arrears: 21 March, 21 June, 21 September and 21 December Indexed to the 3-month Euro Interbank Offered Rate (EURIBOR) (based on a 360-day year) increased by 100 basis points on an annual basis (actual days/360) Repayment in five annual payments, starting from the end of the third year from the issue date, and specifically: - 20 percent on 21 December 2003 (paid out); - 20 percent on 21 December 2004 (paid out); - 20 percent on 21 December 2005 (paid out); - 20 percent on 21 December 2006 (paid out); - 20 percent on 21 December 2007. No prepayment clause.

2. SERIES EMTN 5, Code ISIN XS0203156798 Amount: €150,000,000 Issue date: 15 October 2004 Full repayment: 15 October 2014 Quarterly interest paid in arrears: 15 January, 15 April, 15 July and 15 October During the period between 15 January 2005 and 15 October 2009, indexed to the 3-month Euro Interbank Offered Rate (EURIBOR) (based on a 360-day year) increased by 50 basis points on an annual basis (actual days/360) During the period between 15 January 2010 and 15 October 2014, indexed to the 3-month Euro Interbank Offered Rate (EURIBOR) (based on a 360-day year) increased by 110 basis points on an annual basis (actual days/360) Prepayment allowed as from 15 October 2009.

67 3. FACTORIT 2004/2009 TV, ISIN IT0003610976.00 Amount: €37,500,000 Issue date: 15 January 2004 Maturity: 15 January 2009 Quarterly interest paid in arrears: 15 April, 15 July, 15 October and 15 January Indexed to the 3-month Euro Interbank Offered Rate (EURIBOR) (based on a 360-day year) increased by 200 basis points on an annual basis (actual days/360) Tax withholding: 27 percent

4. SERIES EMTN 31 Code ISIN XS0259400918 Amount: €125,000,000 Issue date: 28 June 2006 Full repayment: 28 June 2016 Quarterly interest paid in arrears: 28 March, 28 June, 28 September, and 28 December During the period between 28 September 2006 and 28 June 2011, indexed to the 3-month Euro Interbank Offered Rate (EURIBOR) (based on a 360-day year) increased by 55 basis points on an annual basis (actual days/360). During the period between 28 September 2011 and 28 June 2016, indexed to the 3-month Euro Interbank Offered Rate (EURIBOR) (based on a 360-day year) increased by 115 basis points on an annual basis (actual days/360). Prepayment allowed as from 28 June 2011.

5. BANCA ITALEASE CAPITAL TRUST PREFERRED SECURITIES TIER 1 – XS0255673070 Amount: €150,000,000 Issued: 6 June 2006, through the Delaware perpetual trust (Banca Italease Capital Trust) Quarterly interest paid in arrears: 3-month Euro Interbank Offered Rate (EURIBOR) (based on a 360-day year) increased by 130 basis points, payable starting 6 September 2006, with step-up clause as of the tenth year. There is no remuneration to the bearer if, during the previous year, (i) Banca Italease did not have profits available for distribution or did not pay dividends to the shareholders, and (ii) Banca Italease did not repurchase its own shares, or Banca Italease and its subsidiaries did not purchase or repurchase securities similar to the preferred securities issued by such subsidiary companies. Call option: exercisable by the issuer starting from the tenth anniversary of the issue date Call option available at any time upon the manifestation of special events (change in taxation, change in the computation of Tier I capital, and change in the regulatory statute applicable), subject to the authorization of the Bank of Italy.

68 Detail of Account 30 - securities issued: securities subject to specific hedging

Total as of Total as of Transaction Type / Amount 31/03/2007 31/12/2006 1) Securities whose fair value is covered by specific hedging: 4,457,432 4,067,842 a) Interest-rate risk 4,457,432 4,067,842 b) Foreign-exchange risk c) Other risks 2) Securities whose financial flows are covered by specific hedging: a) Interest-rate risk b) Foreign-exchange risk c) Other risks

Total 4,457,432 4,067,842 Financial liabilities for trading - Account 40

Total as of Total as of Type of Instrument / Amount 31/03/2007 31/12/2006 NV FV FV* NV FV FV*

Liste d Unliste d Liste d Unliste d

A. Cash liabilities consolidated consolidated 1. Due to banks 2. Due to customers 3. Debt securities 3.1 Bonds 3.1.1 Structured XX 3.1.2 Other bonds XX 3.2 Other securities 3.2.1 Structured XX 3.2.2 Other XX Total A B. Derivatives 1. Financial derivatives 387,522 458,694 1.1 Trading X 267,062 X X 342,937 X 1.2 Connected with fair value option X X X X 1.3 Other X 120,460 X X 115,757 X 2. Credit derivatives 2.1 Trading X X X X 2.2 Connected with fair value option X X X X 2.3 Other X X X X Total B 387,522 458,694 Total (A+B) 387,522 458,694

Legend FV = fair value FV° = fair value calculated by excluding changes in value due to a change in the issuer's rating after the issue date NV = nominal or notional value

The account incorporates the negative fair value of over-the-counter derivatives (€267.1 million), the negative fair value of options embedded in structured bonds and the interest-rate swaps in relation thereto (€104 million) and the fair value of operational hedging derivatives not subjected to the hedging test (€16.4 million). The decrease in the balance with respect to 31 December 2006 is due to the trend of over-the- counter trading assets marked to market.

69

Type of Derivatives / Underlying Interest Currencies Equity Re ce ivable s Other Total as of Total as of Asse ts Rates and Gold Securities 31/03/2007 31/12/2006 A) Listed derivatives 1) Financial derivatives: With exchange of principal - Options issued - Other derivatives Without exchange of principal - Options issued - Other derivatives 2) Credit derivatives: With exchange of principal Without exchange of principal Total A B) Derivati Unlisted 1) Financial derivatives: 283,504 8,031 34,726 61,261 387,522 458,694 With exchange of principal - Options issued - Other derivatives Without exchange of principal 283,504 8,031 34,726 61,261 387,522 458,694 - Options issued 1,966 8,031 34,726 61,261 105,984 107,516 - Other derivatives 281,538 281,538 351,178 2) Credit derivatives: With exchange of principal Without exchange of principal Total B 283,504 8,031 34,726 61,261 387,522 458,694

Total (A+B) 283,504 8,031 34,726 61,261 387,522 458,694

70

Hedging derivatives - Account 60

Currencies and Equity Type of Derivatives / Underlying Assets Interest Rates Gold Securities Receivables Other Total as of 31/03/2007 A) Listed 1) Financial derivatives: With exchange of principal - Options issued - Other derivatives Without exchange of principal - Options issued - Other derivatives 2) Credit derivatives: With exchange of principal Without exchange of principal Total A B) Unlisted 1) Financial derivatives: 335,242 335,242 With exchange of principal - Options issued - Other derivatives Without exchange of principal 335,242 335,242 - Options issued - Other derivatives 335,242 335,242 2) Credit derivatives: With exchange of principal Without exchange of principal Total B 335,242 335,242

Total (A+B) 335,242 335,242 Total (A+B) 31/12/2006 289,437 289,437

The hedging activity referenced in the table above refers exclusively to fair-value hedging of funding tapped through the issue of securities.

The change in the account balance reflects new hedging transactions and an increase in the fair value of the derivatives already on the books as of the start of the year. The related hedged liabilities decrease by an essentially similar amount for the same reason, with the earnings impact thereof being limited (as shown by the "Net profit (loss) from hedging activity").

Provisions for employment termination indemnities- Account 110

Total as of Total as of 31/03/2007 31/12/2006

A. Opening balance 12,602 11,667 B. Increases 730 3,553 B.1 Provision for the period 704 1,820 B.2 Other increases 26 1,733 a) Other 26 1,000 b) Acquired via mergers, incorporations business unit transfers 733 B.3 Transfers from companies of the group C. Decreases 269 2,618 C.1 Settlements paid 243 1,296 C.2 Other decreases 26 1,322 a) Other changes 26 1,322 b) Business unit sale C.3 Transfers to companies of the group D. Closing balance 13,063 12,602

The provisions for employment termination indemnities qualify as defined-benefit plans under IAS 19 and have thus been valued by using the projected unit credit method. 71 Reserves for liabilities and charges - Account 120

Total as of Total as of Account / Amount 31/03/2007 31/12/2006

1. Company pension funds 24,785 24,279 2. Other reserves for liabilities and charges 4,405 4,236 2.1 Litigation 3,420 3,298 2.2 Personnel-related charges 2.3 Other 985 938 Total 29,190 28,515

The Banca Italease Group has two employee pension plans which are administered by Banca Italease: a defined-benefit plan and a defined-contribution plan. Both plans constitute defined-benefit plans pursuant to IAS 19, and they are thus valued with the projected unit credit method.

The reserve for legal disputes consists of provisions made by Italease Factorit and provisions booked upon the Leasimpresa merger which have been set aside to cover actions for the revocation of payments involved in bankruptcies and lawsuits pending with customers and suppliers.

The other reserves include €246,000 in relation prize contests, €382,000 for customer indemnities, and €354,000 of provisions for commissions.

Shareholders' equity - Accounts 140, 160, 170, 180, 190, 200 and 220

Total as of Total as of Account / Amount 31/03/2007 31/12/2006 1. Share capital 472,277 431,212 2. Share premium 639,019 384,970 3. Reserves 326,423 147,913 4. (Own shares) (26) (26) a) Holding company (26) (26) b) Subsidiary companies 5. Valuation reserves 3,974 3,936 6. Capital instruments 7. Net income (loss) for the period - Group 54,076 178,236 Total 1,495,743 1,146,241

As of the date of the financial statements, the fully paid share capital was represented by 91,526,491 shares with a par value of €5.16 each.

In February 2007, Banca Italease concluded a transaction to increase its share capital, with the full subscription of 7,958,364 shares offered as an option to shareholders. The nominal value of the shares was €41.1 million, while the share premium, net of transaction costs, was €254 million.

72 Capital and own shares

Type Amount 1. Capital: 472.277 1.1 Ordinary shares 472.277 1.2 Other shares

Type Amount 2. Own shares: 26 1.1 Ordinary shares 26 1.2 Other shares

Capital – Number of shares of the holding company: changes during the accounting period

Account / Type 31/03/2007

Ordinary Other A. Shares authorized and issued at start of period 83,568,127 - Completely unencumbered - Not completely unencumbered A.1 Own shares (-) 5,305 B.2 Shares outstanding: Opening balance 83,562,822 B. Increases 7,958,364 B.1 New issues 7,958,364 - Against payment: 7,958,364 - Business combinations - Conversion of bonds - Exercise of warrants - Other 7,958,364 - Bonus issues: - Employees - Directors - Other B.2 Sale of own shares B.3 Other changes C. Decreases C.1 Retirement C.2 Purchase of own shares C.3 Company sales C.4 Other changes D. Shares outstanding: closing balance 91,521,186 D.1 Own shares (+) 5,305 D.2 Shares authorized and issued at close of period 91,526,491 - Completely unencumbered - Not completely unencumbered

73

OTHER INFORMATION

Guarantees and commitments

Amount Amount Transactions 31/03/2007 31/12/2006 1) Financial guarantees issued 181,867 202,243 a) Banks b) Customers 181,867 202,243

2) Commercial guarantees issued 42,908 33,823 a) Banks b) Customers 42,908 33,823

3) Irrevocable commitments to disburse funds 1,429,510 1,801,379 a) Banks 4,556 18,355 i) Certain usage 4,556 18,355 ii) Uncertain usage

b) Customers 1,424,954 1,783,024 i) Certain usage 1,424,954 1,783,024 ii) Uncertain usage

4) Commitments backing credit derivatives: sales of protection 5) Assets pledged to guarantee third-party obligations 13,000 13,312 6) Other commitments 4,158 7,377 Total 1,671,443 2,058,134

The financial guarantees issued refer to guarantees issued by the holding company (€118.3 million) and guarantees issued by the subsidiary, Italease Factorit (€63.6 million).

The commercial guarantees issued refer to guarantees issued by the holding company.

Irrevocable commitments to disburse funds cover margins on credit facilities to be disbursed in relation to mortgage and leasing contracts executed and factoring commitments represented by the difference between the receivables approved and assigned and the amount already paid against the purchase of such receivables.

The assets pledged to guarantee third-party obligations represent the commitment undertaken by the subsidiary, Mercantile Leasing, with respect to Mediobanca for the possible pledging of cash collateral in the event of the activation of an indemnity contract.

Other commitments refer to orders placed by the subsidiary, Italease Gestione Beni, for the purchase of real property assets referring to purchase-sale transactions for which down payments have already been made, and which are slated to close in the next 12 months.

74

TAX DISPUTES

DIRECT TAXES

Banca Italease has definitively settled its direct taxes through 1994.

A dispute pending with the Financial Administration for the years from 1995 to 1998 has incorporated all of the claims of a tax audit conducted by the Italian tax police (Guardia di Finanza) with respect to the December 1998-July 1999 period that concluded with a written report of the findings issued on 22 July 1999. The claims are all issues of interpretation, and regard the accrual of lease instalments paid upon the execution of the contracts (so-called "bullet payments") and part of the commissions paid to the banks proposing the lease transactions.

Banca Italease promptly made a formal protest of the findings reported. With regard to the dispute pending for the 1995, 1996, 1997 tax years, in relation to the assessment of additional corporate income tax in the amount of €32.4 million and administrative sanctions of an equal amount, on 16 September 2005, the Regional Tax Commission filed its ruling in which it deemed the Guardia di Finanza's claims to be without foundation. The tax authorities have appealed the ruling through the Court of Cassation; Banca Italease has filed a counterclaim in the Court of Cassation.

With regard to the dispute pending with respect to the 1998 tax year and the assessment of additional corporate income tax in the amount of €4.4 million and administrative sanctions of an equal amount, the Regional Tax Commission handed down its ruling on 21 July 2006 in which it deemed the Guardia di Finanza's claims to be without foundation in relation to the accrual of the lease instalments paid upon the execution of the contracts. Instead, the Regional Tax Commission admitted the tax authorities' appeal with regard to the accrual of a portion of the commissions paid to the banks proposing the leasing transactions; the tax authorities have assessed incremental taxes of €0.5 million in relation thereto, and an equal amount of administrative penalties. Having examined the Regional Tax Commission analysis of the case, Banca Italease intends to appeal the case with the Court of Cassation.

INDIRECT TAXES

On 4 May 2006, the Provincial Tax Commission of Milan served notice of its ruling through which the Commission nullified the value-added tax assessment for the year of 1999. The tax authorities still have time to appeal the decision. The assessment had fully incorporated the claims of a tax audit conducted by the Guardia di Finanza, with respect to the December 1998-July 1999 period that asserted the absence of invoices for the "presumed sale" of assets that were under financial lease contracts terminated as a result of the lessee's insolvency and for which the restitution to the user had been ordered. The incremental taxes assessed had come to €0.3 million, while penalties and interest amounted to €0.5 million.

CONCLUSIONS

Considering the premises on which the assessments are based, the motives for the appeals filed, the rulings handed down to date, and the opinion of the Group’s tax advisors, it is believed that the final outcome of the disputes relative to both corporate income taxes and value-added taxes could be favourable for Banca Italease. Accordingly, no provisions have been set aside to cover these claims.

There are no tax disputes of a material nature pending in the case of the other companies of the Group.

75

INFORMATION ON THE INCOME STATEMENT (in € 000's)

PRINCIPAL INCOME STATEMENT AGGREGATES

INCOME STATEMENT (in € 000's)

31/03/2007 31/03/2006 CHANGE 31/03/2006

PRO FORMA

10. INTEREST AND SIMILAR INCOME 286,116 185,379 100,737 153,918 20. INTEREST AND SIMILAR EXPENSE (202,559) (121,421) (81,138) (101,874)

30. INTEREST MARGIN 83,557 63,958 19,599 52,044 40. COMMISSIONS RECEIVED 85,485 75,685 9,800 72,545 50. COMMISSIONS PAID (30,748) (26,268) (4,480) (24,222)

60. NET COMMISSIONS 54,737 49,417 5,320 48,323 80. NET PROFIT (LOSS) FROM TRADING ACTIVITY 452 4,612 (4,160) 2,558 90. NET PROFIT (LOSS) FROM HEDGING ACTIVITY (353) 11 (364) 11

130.120. TOTALNET IMPAI INCOMERMENT RELATED VALUATION 138,393 117,998 20,395 102,936 ADJUSTMENTS/WRITEBACKS (16,785) (14,069) (2,716) (12,900) a) receivables (16,785) (14,069) (2,716) (12,900)

140. NET FINANCIAL INCOME (LOSS) 121,608 103,929 17,679 90,036 170. NET INCOME FROM FINANCIAL AND INSURANCE OPERATIONS 121,608 103,929 17,679 90,036 180. ADMINISTRATIVE EXPENSES (34,115) (30,955) (3,160) (27,389) a) personnel expenses (20,947) (18,817) (2,130) (16,421) b) other expenses (13,168) (12,138) (1,030) (10,968) 190. NET PROVISIONS TO RESERVES FOR LIABILITIES AND CHARGES (359) (1,291) 932 (1,243) 200. NET VALUATION ADJUSTMENTS/WRITEBACKS ON TANGIBLE FIXED ASSETS (1,183) (1,245) 62 (1,117) 210. NET VALUATION ADJUSTMENTS/WRITEBACKS ON INTANGIBLE FIXED ASSETS (942) (1,030) 88 (966) 220. OTHER OPERATING INCOME (EXPENSE) 792 258 534 131

230. OPERATING EXPENSES (35,807) (34,263) (1,544) (30,584) 270. INCOME (LOSS) FROM SALE OF INVESTMENTS 140 (953) 1,093 (345)

280. PRE-TAX INCOME (LOSS) FROM CONTINUING OPERATIONS 85,941 68,713 17,228 59,107 290. TAXES ON INCOME FROM CONTINUING OPERATIONS (31,863) (28,325) (3,538) (24,400) 300. NET INCOME (LOSS) FROM CONTINUING OPERATIONS 54,078 40,388 13,690 34,707 320. NET INCOME (LOSS) FOR THE PERIOD PRIOR TO MINORITY INTERESTS 54,078 40,388 13,690 34,707 330. NET INCOME (LOSS) FOR THE PERIOD ACCRUING TO MINORITY INTERESTS (2) (139) 137 (139) 340. NET INCOME (LOSS) FOR THE PERIOD 54,076 40,249 13,827 34,568

The proforma data as of 31 March 2006 include the accounts of Italeasing (f/k/a Bipielle Leasing), and Leasimpresa.

77 Interest - Accounts 10 and 20 Interest and similar income

Banking group

Total as of Total as of Total as of Performing Financial Assets Impaired Account / Classification Financial Other 31/03/2007 31/03/2006 31/03/2006 Debt PRO Financing Asse ts Securities FORMA 1. Financial assets held for trading 2. Financial assets stated at fair value 3. Financial assets available for sale 77 77 4. Financial assets held to maturity 3 3 3 3 5. Due from banks 3 2,378 329 2,710 1,209 1,209 6. Due from customers 170,931 2,517 233 173,681 116,739 85,126 7. Hedging derivatives X X X 5,885 6,071 8. Financial assets transferred and not cancelled 107,197 534 107,731 59,484 59,484 9. Other assets X X X 1,913 1,913 2,059 2,025 Total as of 83 280,506 3,051 2,475 286,115 185,379 153,918

Insurance companies 1 1 Other companies Total 286,116 185,379 153,918 The proforma data as of 31 March 2006 include the accounts of Italeasing (f/k/a Bipielle Leasing), and Leasimpresa.

The interest earned on financing and impaired financial assets mainly covers: - financial leases: €228 million - mortgages: €21.4 million - liquidity and investments with credit institutions: €2.7 million - factoring transactions: €27.8 million - late payments and extended payment terms for customer receivables: €3.7 million

Interest earned on other assets includes interest accrued on value-added tax credits.

The changes with respect to the previous year are basically the result of higher business volumes in the various areas of business.

78 Interest and similar expense

Total as of Total as of Total as of Other Account / Classification Payables Securities 31/03/2007 31/03/2006 31/03/2006 Liabilities PRO FORMA 1. Due to banks (55,126) X (55,126) (40,557) (25,866) 2. Due to customers (38) X (40) (78) (144) (139) 3. Securities issued X (82,893) (82,893) (44,234) (44,234) 4. Financial liabilities held for trading 5. Financial liabilities stated at fair value 6. Financial liabilities against assets transferred and not cancelled (54,923) (54,923) (36,486) (31,635) 7. Other liabilities X X 8. Hedging derivatives X X (9,523) (9,523) Total (110,087) (82,893) (9,563) (202,543) (121,421) (101,874)

Insurance companies Other companies (16) (16) Total (110,103) (82,893) (9,563) (202,559) (121,421) (101,874)

The proforma data as of 31 March 2006 include the accounts of Italeasing (f/k/a Bipielle Leasing), and Leasimpresa.

Interest paid on amounts due to banks mostly consists of interest on financing.

Interest paid on amounts due to customers includes €30,000 related to the financial lease contracts executed by the Group.

Interest paid on securities issued refers to interest on bond loans, with the €38.6 million increase over the prior year mainly the result of the numerous new bond issues placed by the holding company.

Interest on financial liabilities against assets transferred and not cancelled refers to the cost of securitization transactions.

Interest on hedging derivatives includes differentials and margins on derivatives purchased mainly for the purpose of hedging the fair value of fixed-rate financial liabilities.

79

Commissions - Accounts 40 and 50

Commissions received

Banking Insurance Other Total as of Total as of Total as of Group Companies Companies

Type of Service / Amount 31/03/2007 31/03/2006 31/03/2006 PRO FORMA a) Guarantees issued 130 130 35 35 b) Credit derivatives c) Management, trading and advisory services 31 31 3 3 1. Trading of financial instruments 2. Trading of currencies 3. Asset management 3.1. Individual portfolios 3.2. Collective 4. Securities custody and administration 5. Depositary bank 6. Securities placement 7. Order-taking 8. Advisory services 33 9. Distribution of third-party services 31 31 9.1. Asset management 9.1.1. Individual 9.1.2 Collective 9.2. Insurance products 31 31 9.3. Other products d) Payment and collection services e) Servicing of securitization transactions 281 281 272 239 f) Servicing of factoring transactions 15,054 15,054 12,621 12,621 g) Tax collection h) Other services, including: 69,694 295 69,989 62,754 59,647 1. For activity in OTC derivatives 39,029 39,029 33,263 33,263 2. For factoring activity 3. For leasing activity 21,361 21,361 19,624 16,517 4. For mortgage lending activity 2,502 2,502 390 390 5. Income for services rendered by Italease Gestione B 5,646 295 5,941 8,743 8,743 6. Income for services rendered by Itaca 806 806 698 698 7. Consumer credit 8. Merchant banking activity 9. Other 350 350 36 36 Total 85,159 31 295 85,485 75,685 72,545

The proforma data as of 31 March 2006 include the accounts of Italeasing (f/k/a Bipielle Leasing), and Leasimpresa.

The change is consistent with the trend of business during the quarter.

80 Commissions paid

Banking Insurance Other Total as of Total as of Total as of Group Companies Companies Type of Service / Amount 31/03/2007 31/03/2007 31/03/2007 31/03/2007 31/03/2006 31/03/2006 PRO FORMA a) Guarantees issued (27) (27) (216) (216) b) Credit derivatives c) Management and trading services 1. Trading of financial instruments 2. Trading of currencies 3. Asset management 3.1. Own portfolio 3.2. Third-party portfolios 4. Securities custody and administration 5. Placement of financial instruments 6. Field marketing of financial instruments, products, services d) Payment and collection services (576) (576) (288) (216) e) Other services, including: (29,882) (263) (30,145) (25,764) (23,790) 1. For activity in OTC derivatives (8,498) (8,498) (8,481) (8,481) 2. For factoring activity (3,004) (3,004) (3,588) (3,588) 3. For leasing activity (14,256) (14,256) (9,522) (7,590) 4. For mortgage lending activity (77) (77) (150) (150) 5. Charges for Italease Gestione Beni services (2,115) (263) (2,378) (2,149) (2,149) 6. Charges for Itaca Service services (76) (76) (60) (60) 7. Consumer credit 8. Other (1,856) (1,856) (1,814) (1,772) Total (30,485) (263) (30,748) (26,268) (24,222)

The proforma data as of 31 March 2006 include the accounts of Italeasing (f/k/a Bipielle Leasing), and Leasimpresa.

The change is consistent with the trend of business during the quarter.

81

Net profit (loss) from trading activity - Account 80

Transactions / Income (Expense) Capital Trading Capital Trading Net [(A+B)- Components Gains (A) Gains (B) Losse s (C) Losse s (D) (C+D)]

1. Financial assets held for trading: 1.1 Debt securities 1.2 Equity securities 1.3 Shares in mutual funds 1.4 Financing 1.5 Other 2. Financial liabilities held for trading: 2.1 Debt securities 2.2 Liabilities 2.3 Other 3. Other financial assets and liabilities: foreign-exchange differences XXXX 254 4. Derivatives 87,897 20,530 (87,150) (21,079) 198 4.1 Financial derivatives: 87,897 20,530 (87,150) (21,079) 198 ? On debt securities and interest rates 82,723 20,530 (82,039) (21,079) 135 ? On equity securities and equity indices 1,298 (1,298) ? On currencies and gold XXXX ? Other 3,876 (3,813) 63 4.2 Credit derivatives Total 87,897 20,530 (87,150) (21,079) 452

The proforma data as of 31 March 2006 include the accounts of Italeasing (f/k/a Bipielle Leasing), and Leasimpresa.

The capital gains and losses include the changes during the period in the fair value of trading derivatives used for offsetting other positions and trading derivatives used for operational hedging that were not subjected to a hedging test.

Trading gains and losses include the differentials and margins on trading derivatives used for offsetting other positions, while the differentials and margins on trading derivatives used for operational hedging that were not subjected to a hedging test are included in net interest income.

The components of the account include: - point 3 - Other financial assets and liabilities: foreign-exchange differences: - €0.3 million of positive foreign-exchange differences on assets and liabilities denominated in foreign currently; - point 4 - derivatives instruments on debt securities and interest rates - capital gains (column a) and capital losses (column c) - €1.0 million representing the overall positive change in fair value of operational hedging derivatives; - €0.3 million representing the negative change in fair value of trading derivatives used for offsetting other positions, used for covering a range of counterparty risks; - point 4 - derivatives instruments on debt securities and interest rates - trading income (column b) and trading losses (column d) - €0.5 million of losses from unwinding financial derivatives with performing counterparties.

82

Net profit (loss) from hedging activity - Account 90

Total as of Total as of Total as of

Income (Expense) Components / Amount 31/03/2007 31/03/2006 31/03/2006

PRO FORMA

A. Income related to: A.1 Derivatives to hedge fair value 9,346 2,623 2,623 A.2 Hedged financial assets (fair value) A.3 Hedged financial liabilities fair value) 56,128 104,586 104,586 A.4 Financial derivatives to hedge financial flows A.5 Assets and liabilities denominated in foreign currency Total hedging income (A) 65,474 107,209 107,209 B. Charges related to: B.1 Derivatives to hedge fair value (57,561) (104,579) (104,579) B.2 Hedged financial assets (fair value) B.3 Hedged financial liabilities (fair value) (8,266) (2,619) (2,619) B.4 Financial derivatives to hedge financial flows B.5 Assets and liabilities denominated in foreign currency Total hedging charges (B) (65,827) (107,198) (107,198) C. Net income (loss) from hedging activity (A – B) (353) 11 11

The proforma data as of 31 March 2006 include the accounts of Italeasing (f/k/a Bipielle Leasing), and Leasimpresa.

The account represents the net balance of the changes during the year in the fair value of the hedging instruments and the instruments hedged. The hedging is aimed at correlating bond funding with assets priced to assets with floating interest rates, in order to limit the effect on the income statement of changes in market interest rates.

83

Administrative expenses - Account 180

Personnel expenses

Type of Expense / Amount Total as of Total as of Total as of Banking Insurance Other Group Companies Companies 31/03/2007 31/03/2006 31/03/2006 PRO FORMA

1) Full-time personnel: (19,964) (19,964) (17,800) (15,629) a) Salaries and wages (13,554) (13,554) (12,310) (10,810) b) Social welfare charges (4,258) (4,258) (3,719) (3,245) c) Termination indemnities d) Insurance expenses e) Annual provision: employment termination indemnitie (704) (704) (502) (500)

f) Provisions to pension and similar funds: (682) (682) (504) (504) - Defined contribution plans (611) (611) (448) (448) - Defined benefit plans (71) (71) (56) (56) g) Payments to supplemental external pension plans: (179) (179) (187) (84) - Defined contribution plans (179) (179) (187) (84) - Defined benefit plans

h) Costs of share-based payment plans (283) (283) (247) (247) i) Other employee benefits (304) (304) (331) (239)

2) Other personnel (547) (547) (520) (389)

3) Directors (430) (6) (436) (497) (403) Total (20,941) (6) (20,947) (18,817) (16,421)

The proforma data as of 31 March 2006 include the accounts of Italeasing (f/k/a Bipielle Leasing), and Leasimpresa.

Average number of employees by job category Total as of Total as of

Category / Number of Employees 31/03/2007 31/03/2006

PRO FORMA

Full-time personnel: 1,172 1,034

a) Senior managers 46 43 b) Middle managers 462 382 - Including: 3rd and 4th levels 281 232 c) Remaining full-time personnel 664 609

Other personnel 67 15

Total 1,239 1,049

The proforma data as of 31 March 2006 include the accounts of Italeasing (f/k/a Bipielle Leasing), and Leasimpresa.

84

Other administrative expenses

Total as of Total as of Total as of Banking Insurance Other Expense / Amount Group Companies Companies 31/03/2007 31/03/2006 31/03/2006 PRO FORMA Other administrative expenses: 31/03/2007 31/03/2007 31/03/2007 31/03/2007 31/03/2006 31/12/2006 - Fees to directors and statutory auditors (204) (7) (211) (153) (147) - Professional fees (2,835) (38) (2,873) (2,358) (2,048) - Equipment rental and maintenance (214) (214) (144) (128) - EDP rental and maintenance (1,575) (1,575) (1,308) (1,012) - Expenses for maintenance of tangible fixed assets (532) (532) (255) (244) - Expenses for document shipment (242) (242) (173) (171) - Insurance premiums (427) (427) (372) (328) - Indirect and other taxes (131) (8) (139) (267) (247) - Rents (1,248) (1,248) (1,058) (972) - Building management costs and utility expenses (493) (493) (429) (399) - Rental and management of auto vehicles (833) (833) (662) (604) - Telephone expense (445) (445) (343) (320) - Postal and telex expense (470) (470) (354) (270) - Information services (99) (99) (25) - Other (3,319) (48) (3,367) (4,237) (4,078) Total (13,067) (101) (13,168) (12,138) (10,968)

The proforma data as of 31 March 2006 include the accounts of Italeasing (f/k/a Bipielle Leasing), and Leasimpresa.

The main increases with respect to the prior period are related to professional fees for new projects.

85

Earnings per share

Average number of ordinary shares

As of 31 March 2007

Attributable Income Weighted Average (in € 000's) (1) Number of Shares EUR Primary EPS 216,304 88,603,119 2.441 Diluted EPS 216,304 90,886,739 2.380

(1) Earnings not indicative of the forecast net income for the entire year of 2007, inasmuch as the figure was obtained by annualizing the net income for the quarter.

Average number of ordinary shares During the period, the number of shares outstanding changed as a result of: - the issuance of 7,958,364 shares as part of a paid capital increase.

Average number of ordinary shares - diluted EPS The number of ordinary shares with potentially dilutive effects on EPS includes: - 5,305 own shares held - 2,278,315 shares to be issued upon the exercise, if any, of the stock options.

As of 31 March 2006

Attributable Income Weighted Average (in € 000's) (1) Number of Shares EUR Primary EPS 138,272 76,237,322 1.814 Diluted EPS 138,272 78,376,627 1.764

(1) Earnings not indicative of the forecast net income for the entire year of 2007, inasmuch as the figure was obtained by annualizing the net income for the quarter.

Average number of ordinary shares During the period, the number of shares outstanding remained unchanged.

Average number of ordinary shares - diluted EPS The number of ordinary shares with potentially dilutive effects on EPS includes: - 5,305 own shares held - 2,134,000 shares to be issued upon the exercise, if any, of the stock options (152,500 assigned during the period).

Other information IAS 33 requires the reporting of "earnings per share" (EPS) which is to be calculated as follows: Primary EPS: by dividing annualized net income accruing to the holders of ordinary shares by the weighted average number of ordinary shares outstanding; Diluted EPS: by taking into account any dilutive effect of all potential ordinary shares outstanding.

86

CREDIT QUALITY BALANCE-SHEET EXPOSURE TO CUSTOMERS

As of 31 March 2007

The impaired assets of the Banking Group may be generated internally or may be acquired from the market at the realizable value. The following tables break down the two types of exposure.

Impaired assets generated internally

Specific Portfolio Gross Type of Exposure / Amount Valuation Valuation Net Exposure Exposure Adjustm e nts Adjustm e nts

BALANCE-SHEET EXPOSURE A.1 Banking Group a) Non-Performing 267,067 115,299 151,768 b) Watchlist 166,312 28,643 137,669 c) Restructured 7,532 317 7,215 d) Past-due 22,681 1,952 20,729 e) Country risk f) Other assets 21,004,143 66,219 20,937,924 TOTAL A.1 21,467,735 146,211 66,219 21,255,305

Impaired assets acquired from the market, at the estimate realizable value

Specific Portfolio Gross Type of Exposure / Amount Valuation Valuation Net Exposure Exposure Adjustm e nts Adjustm e nts

BALANCE-SHEET EXPOSURE A.1 Banking Group a) Non-Performing 10,100 10,100 b) Watchlist c) Restructured d) Past-due e) Country risk f) Other assets TOTAL A.1 10,100 10,100 The carrying value of these receivables (gross exposure) is representative of the estimated realizable value, and takes into account the estimated collection time. The changes with respect to the prior year are due to Essegibi Service's elimination from the area of consolidation.

87 Total exposure

Gross Specific Portfolio Net Type of Exposure / Amount Valuation Valuation Exposure Exposure Adjustments Adjustments

BALANCE-SHEET EXPOSURE A.1 Banking Group a) Non-Performing 277,167 115,299 161,868 b) Watchlist 166,312 28,643 137,669 c) Restructured 7,532 317 7,215 d) Past-due 22,681 1,952 20,729 e) Country risk f) Other assets 21,004,143 66,219 20,937,924 TOTAL A.1 21,477,835 146,211 66,219 21,265,405 A.2 O the r C ompanie s a) Impaired 299 299 b) Other 19 19 TOTAL A.2 318 318

TOTAL A 21,478,153 146,211 66,219 21,265,723 OFF-BALANCE-SHEET EXPOSURE B.1 Banking Group a) Impaired b) Other 1,878,793 1,878,793 TOTAL B.1 1,878,793 1,878,793 B.2 Other Companies a) Impaired b) Other TOTAL B.2 TOTAL B 1,878,793 1,878,793

The balance-sheet exposure includes all financial assets with respect to customers, regardless of the portfolio to which they are allocated for accounting purposes (available for sale, held to maturity, receivables). The off-balance-sheet exposure includes all financial transactions other than the balance- sheet transactions (guarantees issued, commitments, and derivatives) which entail the assumption of credit risk, regardless of the purposes of the transactions (trading, hedging, etc.).

88 As of 31 December 2006

The impaired assets of the Banking Group may be generated internally or may be acquired from the market at the realizable value. The following tables break down the two types of exposure.

Impaired assets generated internally

Specific Portfolio Gross Type of Exposure / Amount Valuation Valuation Net Exposure Exposure Adjustments Adjustm e nts

BALANCE-SHEET EXPOSURE A.1 Banking Group a) Non-Performing 276,038 125,035 151,003 b) Watchlist 116,630 27,934 88,696 c) Restructured 7,385 73 7,312 d) Past-due 21,797 2,667 19,130 e) Country risk f) Other assets 20,133,746 67,039 20,066,707 TOTAL A.1 20,555,596 155,709 67,039 20,332,848

Exposure acquired from the market, at estimated realizable value

Specific Portfolio Gross Type of Exposure / Amount Valuation Valuation Net Exposure Exposure Adjustments Adjustm e nts

BALANCE-SHEET EXPOSURE A.1 Banking Group a) Non-Performing 42,851 911 41,940 b) Watchlist c) Restructured d) Past-due e) Country risk f) Other assets TOTAL A.1 42,851 911 41,940

The carrying value of these receivables (gross exposure), with the exception of the receivables acquired from Essegibi Service S.p.A. (f/k/a I.S.E. S.p.A.), is representative of the estimated realizable value, and takes into account the estimated collection time. Accordingly, additional valuation adjustments reflect conservative provisions effected with reference to a time horizon commencing on the date the receivables were acquired.

89 Total exposure

Specific Portfolio Gross Type of Exposure / Amount Valuation Valuation Net Exposure Exposure Adjustments Adjustments

BALANCE-SHEET EXPOSURE A.1 Banking Group a) Non-Performing 318,889 125,946 192,943 b) Watchlist 116,630 27,934 88,696 c) Restructured 7,385 73 7,312 d) Past-due 21,797 2,667 19,130 e) Country risk f) Other assets 20,133,746 67,039 20,066,707 TOTAL A.1 20,598,447 156,620 67,039 20,374,788 A.2 O the r C ompanie s a) Impaired 299 299 b) Other TOTAL A.2 299 299

TOTAL A 20,598,746 156,620 67,039 20,375,087 OFF-BALANCE-SHEET EXPOSURE B.1 Banking Group a) Impaired b) Other 2,302,322 2,302,322 TOTAL B.1 2,302,322 2,302,322 B.2 Other Companies a) Impaired b) Other TOTAL B.2 TOTAL B 2,302,322 2,302,322

The balance-sheet exposure includes all financial assets with respect to customers, regardless of the portfolio to which they are allocated for accounting purposes (available for sale, held to maturity, receivables). The off-balance-sheet exposure includes all financial transactions other than the balance- sheet transactions (guarantees issued, commitments, and derivatives) which entail the assumption of credit risk, regardless of the purposes of the transactions (trading, hedging, etc.).

90

SEGMENT REPORTING (amounts in €)

The Banca Italease Group has adopted the business approach to the segment reporting required under IAS, and thus, the primary segmentation of the data on earnings and financial position is based on the lines of business in which the banking group operates. This approach is consistent with the approach used for representation and valuation of results for the Group's management and internal reporting structure.

A – PRIMARY SEGMENT REPORTING

The table below provides a breakdown of earnings results and assets by line of business.

Data as of 31/03/2007

PRIMARY SEGMENT REPORTING FOR 2007

Consolidation INCOME STATEMENT LEASING FACTORING OTHER CONSOLIDATED Differences (*) TOTAL INCOME 95,604,803 21,422,732 21,884,224 (519,065) 138,392,695 including: EXTERNAL REVENUES 252,499,991 30,692,809 (144,800,105) 138,392,695 INTERNAL REVENUES (156,895,188) (9,270,076) 166,684,329 (519,065) INCOME FROM EQUITY INVESTMENTS VALUATION ADJUSTMENTS / RECOVERIES (14,034,701) (1,205,595) (1,544,616) (16,784,913) OPERATING EXPENSES (26,152,531) (4,791,939) (5,381,644) 519,065 (35,807,048) including: DEPRECIATION / AMORTIZATION (1,133,026) (58,157) (934,326) (2,125,510) OTHER NON-MONETARY ITEMS (146,092) (156,000) (57,164) (359,257) OTHER INCOME (EXPENSES) (**) 385,522 615 (245,675) 140,462 INCOME BEFORE TAXES 55,803,093 15,425,813 14,712,289 85,941,195

% OF TOTAL 64.93% 17.95% 17.12% 100.00%

(*) includes all consolidation adjustments that cannot be attributable to any individual segment (**) includes income (loss) on equity investments

PRIMARY SEGMENT REPORTING FOR 2007

CONSOLIDATION BALANCE SHEET LEASING FACTORING OTHER CONSOLIDATED DIFFERENCES TOTAL ASSETS (NET OF TAXES) 18,590,563,382 2,693,550,142 20,166,279,648 (16,966,683,709) 24,483,709,464 Including: Equity investments 1,000 5,607,988 (0) 5,608,988

TOTAL LIABILITIES & SHAREHOLDERS' EQUITY (NET OF TAXES AND BEFORE ACCRUAL OF NET INCOME) 23,063,331,304 2,656,847,981 15,621,732,085 (16,966,683,709) 24,375,227,662

Leasing The leasing line of business covers all leasing and related activity in all areas of the holding company and the subsidiaries, Italease Network, Mercantile Leasing, Italeasing and Leasimpresa. This line of business accounted for €55.8 million of pre-tax income, or roughly 64.93 percent of consolidated income before taxes.

Factoring The factoring line of business covers all of the factoring activity of Italease Factorit. This line of business accounted for €15.4 million of pre-tax income, or 17.95 percent of consolidated income before taxes.

Other The other line of business covers the activities of the head-office departments, and the other businesses such as medium-/long-term financing, the remarketing of assets by the subsidiary, Italease Gestione Beni, the IT services of the subsidiary, Itaca Service S.p.A., and the insurance products offered by the subsidiary, Italease Agency. This line of business accounted for €14.7 million of pre-tax income, or 17.12 percent of consolidated income before taxes.

91 Profit and loss data as of 31/03/2006 and balance sheet data as of 31 December 2006

PRIMARY SEGMENT REPORTING FOR 2006

Consolidation INCOME STATEMENT LEASING FACTORING OTHER CONSOLIDATED DIfferences (*) TOTAL INCOME 92,712,035 17,367,701 8,793,603 (875,611) 117,997,727 including: EXTERNAL REVENUES 182,463,765 19,979,804 (84,445,842) 117,997,727 INTERNAL REVENUES (89,751,730) (2,612,103) 93,239,445 (875,611) INCOME FROM EQUITY INVESTMENTS VALUATION ADJUSTMENTS / RECOVERIES (12,169,887) (1,771,885) (127,240) (14,069,013) OPERATING EXPENSES (19,757,355) (5,652,177) (9,729,411) 875,611 (34,263,331) including: DEPRECIATION / AMORTIZATION (826,295) (78,338) (1,369,820) (2,274,452) OTHER NON-MONETARY ITEMS (32,309) (1,242,567) (15,691) (1,290,567) OTHER INCOME (EXPENSES) (**) (3,925,705) 15,125 2,958,137 (952,442) INCOME BEFORE TAXES 56,859,087 9,958,765 1,895,089 0 68,712,941

% OF TOTAL 82.75% 14.49% 2.76% 0.00% 100.00%

(*) includes all consolidation adjustments that cannot be attributable to any individual segment (**) includes income (loss) on equity investments

PRIM ARY SEGM ENT REPORTING FOR 2006

CONSOLIDATION BALANCE SHEET LEASING FACTORING OTHER ADJUSTMENTS TOTAL ASSETS (net of fiscal item s) 18,235,986,567 2,714,604,679 14,487,648,722 (11,431,239,205) including: EQUITY INVESTMENTS 81,000 2,537,951

TOTAL LIABILITIES & SHAREHOLDERS' EQUITY (net of fiscal items and before accrual of net income) 19,421,938,384 2,660,779,364 13,136,969,812 (11,431,239,205)

*Includes all infrasector assets and liabilities not evidenced in the consolidated financial statements and reclassification differences

Leasing The leasing line of business covers all leasing and related activity in all areas of the holding company and the subsidiaries, Italease Network, Mercantile Leasing, Italeasing and Leasimpresa. This line of business accounted for €56.9 million of pre-tax income, or roughly 82.75 percent of consolidated income before taxes.

Factoring The factoring line of business covers all of the factoring activity of Italease Factorit. This line of business accounted for €9.9 million of pre-tax income, or 14.49 percent of consolidated income before taxes.

Other The other line of business covers the activities of the head-office departments, and the other businesses such as medium-/long-term financing, the remarketing of assets by the subsidiary, Italease Gestione Beni, the IT services of the subsidiary, Itaca Service S.p.A., and the insurance products offered by the subsidiary, Italease Agency. This line of business accounted for €1.9 million of pre-tax income, or 2.76 percent of consolidated income before taxes.

B – SECONDARY SEGMENT REPORTING

For the purpose of the secondary segmentation of the operating results, the Banca Italease Group has opted to provide a breakdown by the geographic areas in which the sales network operates. The Banca Italease Group conducts all of its business in the Italian market, with a particular concentration of business in the northern and central regions of the country (in terms of assets and total income).

The definition of the geographic segments was based on the grouping of network offices/branches by macro area, consistent with the approach used for the Group's management and internal reporting structure

The north area includes the offices and branches in Lombardy, Piedmont, Veneto, Friuli-Venezia-Giulia, and Liguria (accounting for 66.64 percent of total income). The north-central area includes the offices and branches in Emilia-Romagna and Tuscany (17.77 percent), while the central, south and islands area

92 includes the offices and branches in the Marches, Latium, Apulia, Campania, Calabria and Sicily (15.84 percent).

Data as of 31/03/2007 SECONDARY SEGM ENT REPORTING FOR 2007

Consolidation INCOME STATEMENT NORTH NORTH CENTRAL CENTRAL, ISLANDS Consolidated AND SOUTH Adjustments TOTAL INCOME 92,229,827 24,590,048 21,924,570 (351,750) 138,392,695

% OF CONSOLIDATED TOTAL 66.64% 17.77% 15.84% 100.25%

SECONDARY SEGM ENT REPORTING FOR 2007

Consolidation BALANCE SHEET NORTH NORTH CENTRAL CENTRAL, ISLANDS Consolidated AND SOUTH Adjustments TOTAL ASSETS 16,236,003,883 3,655,322,855 5,046,523,538 (454,140,812) 24,483,709,464 Including: EQUITY INVESTMENTS 5,607,988 1,000 5,608,988

Profit and loss data as of 31/03/2006 and balance sheet data as of 31 December 2006

The north area includes the offices and branches in Lombardy, Piedmont, Veneto, Friuli-Venezia-Giulia, and Liguria (accounting for 67.40 percent of total income). The north-central area includes the offices and branches in Emilia-Romagna and Tuscany (16.12 percent), while the central, south and islands area includes the offices and branches in the Marches, Latium, Apulia, Campania, Calabria and Sicily (16.05 percent).

Data as of 31/03/2006 SECONDARY SEGM ENT REPORTING FOR 2006

Consolidation INCOME STATEMENT NORTH NORTH CENTRAL CENTRAL, ISLANDS Consolidated AND SOUTH Adjustm ents TOTAL INCOME 79,534,911 19,024,064 18,940,043 498,709 117,997,727 % OF CONSOLIDATED TOTAL 67.40% 16.12% 16.05% 99.58%

SECONDARY SEGM ENT REPORTING FOR 2006

CENTRAL, SOUTH CONSOLIDA TION BALANCE SHEET NORTH NORTH CENTRAL CONSOLIDATED AND ISLANDS ADJUSTMENTS TOTAL ASSETS (net of fiscal items) 14,875,563,290 4,018,350,552 5,569,373,780 54,596,854 24,007,000,762 including: EQUITY INVESTMENTS 2,617,951 1,000 2,618,951

93

TRANSACTIONS WITH RELATED PARTIES

1. Information on compensation to the directors, statutory auditors, general manager and strategic executives of the holding company BONUSES AND OTHER COMPENSATION TOTAL SURNAME NAME POSITION (*) OTHER COMPENSATION NOTES FOR POSITION COMPENSATION INCENTIVES (**)

RONDELLI LUCIO Chairman of the Board of Directors 63 - 4 67 A

FAENZA MASSIMO Chief Executive Officer 138 - 18 156

CASELLI ETTORE Vice Chairman of the Board of Directors 14 - 3 17 INNOCENZI FABIO Vice Chairman of the Board of Directors 12 - 3 15 MONTANI PIERO LUIGI Vice Chairman of the Board of Directors 12 - 1 13

BILIOTTI MAURIZIO Member of the Board of Directors 4 - 2 6 D BUZIO CARLO Member of the Board of Directors 3 - - 3 B - D CARTIA GIOVANNI Member of the Board of Directors 4 - 1 5 GAFFORINI SPARTACO Member of the Board of Directors 5 - 4 9 LANA LUIGI Member of the Board of Directors 4 - 3 7 LORUSSO PASQUALE Member of the Board of Directors 4 - 2 6 D MASTROSTEFANO RENATO Member of the Board of Directors 5 - 2 7 MELZI NICOLO' Member of the Board of Directors 4 - 2 6 PEDRANZINI MARIO ALBERTO Member of the Board of Directors 4 - 2 6 D RONZO ERRICO Member of the Board of Directors 7 - 5 12 SIGNORELLI PIERGIORGIO Member of the Board of Directors 4 - 2 6 D

POLI ALFIO Chairman of the Board of Statutory Auditors 12 - 10 22 ANSELMI LUIGI Member of the Board of Statutory Auditors 6 - 8 14 BERSANI PIO Member of the Board of Statutory Auditors 6 - 11 17 FILIPPI BRUNO Member of the Board of Statutory Auditors 6 - 11 17 SCOPA LELIO Member of the Board of Statutory Auditors 6 - 8 14

FERRARIS ANTONIO General Manager 75 - 3 78 C

Strategic Executives 122 - 9 131 E

NOTES (°) The members of the board of directors and the board of statutory auditors were appointed to a three-year term of office on 11 April 2005 (°°) Other compensation includes meeting attendance fees, compensation for social-welfare charges payable by the company and costs sustained for company cars used by the company officers.

A - Appointed as Chairman of the Board of Directors on 15 April 2005 B - Resigned as a Member of the Board of Directors on 14 March 2007 C - Appointed General Manager on 4 November 2005 D - The compensation was paid to the banks/companies with which the directors are affiliated. E - Three deputy general managers

Stock Options

The table below provides the main information on the stock options granted to the directors, statutory auditors, general manager and strategic executives of the holding company.

Surname Name Position Held Options Assigne d Options Held During the Period at End of Period

No. Options Average Vesting No. Options Average Vesting Exercise Price Date Exercise Price Date

FAENZA MASSIMO Chief Executive Officer - 375,750 9.3 03/06/2008 - 375,750 9.3 04/01/2010 FERRARIS ANTONIO General Manager - 46,750 9.3 03/06/2008 - 46,750 9.3 04/01/2010 - 34,032 42.84 01/05/2009 - 34,033 42.84 01/10/2010 Strategic Executives - 123,000 9.3 03/06/2008 - 123,000 9.3 04/01/2010

95 2. Information on equity investments held by members of the Board of Directors, members of the Board of Statutory Auditors, the general manager, and strategic executives of the holding company

Surname Name Position Held Shares Held

FAENZA MASSIMO Chief Executive Officer 6,570

MELZI NICOLO' Member of the Board of Directors 382 PEDRANZINI MARIO ALBERTO Member of the Board of Directors 382

None of the statutory auditors (alternates included) holds equity investments in Banca Italease.

The general manager and the strategic executives also do not hold any equity investments in Banca Italease.

3. Other information

The Group has not finalized any financial leases or financings with members of the Board of Directors, members of the Board of Statutory Auditors, the general manager or the strategic executives of the holding company.

4. Information on transactions with related parties

Related parties can be subdivided into the following categories: • the parties to a Shareholder Agreement (the "Reference Shareholders"): Banco Popolare di Verona e Novara S.c.ar.l, Banca Popolare dell'Emilia Romagna S.c.ar.l, Reale Mutua di Assicurazioni S.p.A. Banca Antonveneta S.p.A., Banca Popolare di Sondrio S.c.ar.l and Banca Popolare di Milano S.c.ar.l. • the companies of the Banca Italease Group (the so-called "Infragroup" relationships); • Renting Italease; • Marefin; • Managers with strategic responsibility and their immediate family members.

96 5. Transactions with Reference Shareholders

Agreements

Banca Italease has signed agreements with its shareholder banks for the distribution of leasing products; such agreements are governed by market conditions. The table below shows leasing volumes initiated through the banks distributing Banca Italease products, the percentage of these volumes to the total transactions into which Banca Italease entered, the commissions paid by Banca Italease to the distributor banks and, among these, to the related parties, for the business generated by the same.

Leasing transactions with related parties

31/03/2007

Volumes of income-producing contracts through banks 405,886 % of income-producing contracts through bank s to total income-producing contracts 19.87% Commissions paid to banks 1,951 Including to related parties: Banco Popolare di Verona e Novara 601 Banca Popolare dell'Emilia Romagna 278 Reale Mutua Assicurazioni Banca Antonveneta 340 Banca Popolare di Sondrio 257 Banca Popolare di Milano Total related parties 1,476 % of commissions paid to related parties 75.65%

Italease Factorit has also entered into operating agreements with several banks for the purpose of developing factoring business through these banks.

Factoring transactions with related parties

31/03/2007

Turnover through banking channel 1,492,564 % of bank ing channel to total turnover 32.40% Commissions paid to banks 1,376 Including commissions paid to related parties Banco Popolare di Verona e Novara 397 Banca Popolare dell'Emilia Romagna 139 Reale Mutua Assicurazioni Banca Antonveneta 89 Banca Popolare di Sondrio 17 Banca Popolare di Milano 223 Total related parties 865 % of commissions paid to related parties 62.80%

97 Funding instruments

The table below provides a summary of the Banca Italease Group's bank debt with regard to the Reference Shareholders. Such debt transactions have been finalized at market conditions.

Funding transactions with related parties

Italease Banking Banca Mercantile Italease Essegibi Italease Leasim- % Gestione Italeasing Group Italease Leasing Network Finanziaria Factorit presa Beni Total due to banks 4,443,874 100.0% 1,630,096 844,871 233,552 152,841 1,237 1,243,784 283,567 53,925 % of total funding of each Group company 36.68% 19.01% 5.26% 3.44% 0.03% 27.99% 6.38% 1.21%

Banco Popolare di Verona e Novara 1,274,634 28.7% 867,698 145,296 36,503 184,849 40,288 Banca Popolare dell'Emilia Romagna 137,701 3.8% 2,978 60,247 15,150 9,786 49,541 0 Reale Mutua Assicurazioni 4,401 4,401 Banca Antonveneta 40,897 3.0% 7,941 10,048 4,019 18,889 Banca Popolare di Sondrio 148,259 3.8% 22,437 14,126 39,711 1,092 70,893 Banca Popolare di Milano 308,221 4.8% 5,703 12,000 290,518 Total due to related parties 1,914,112 43.1% 901,054 211,246 39,324 102,018 1,092 614,690 44,689

Transactions with reference shareholders: interest expense on funding

Italease Banca Mercantile Italease Essegibi Italease Banking Group % Gestione Italeasing Leasimpresa Italease Leasing Network Finanziaria Factorit Beni Total interest expense on amounts due to banks 55,125 100.0% 28,559 8,431 1,800 1,637 94 10,732 3,766 106 % of total - each Group company 51.81% 15.29% 3.27% 2.97% 0.17% 19.47% 6.83% 0.19%

Banco Popolare di Verona e Novara 19,385 35.2% 12,412 1,136 462 24 5,285 67 Banca Popolare dell'Emilia Romagna 1,890 3.4% 353 578 150 222 587 0 Reale Mutua Assicurazioni 26 0.0% 25 1 Banca Antonveneta 866 1.6% 505 144 38 179 Banca Popolare di Sondrio 1,583 2.9% 102 170 231 9 1,072 Banca Popolare di Milano 2,315 4.2% 159 61 117 1,978 Total interest expense paid to related parties 26,064 134.5% 13,556 1,774 463 1,070 33 9,101 68

Receivables

Transactions with reference shareholders: receivables

Banca Italease has several property leasing transactions in effect with the Banca Popolare di Sondrio S.c.ar.l., Banco Popolare Verona e Novara and Credit Bergamasco. As of 31 March 2007, there were 17 contracts in effect with Banca Popolare di Sondrio which entailed residual debt of €16.7 million and accrued interest of €190,000; the two transactions in place with Banco Popolare di Verona e Novara involved a residual debt balance of €11.2 million and accrued interest of €139,000. Nine contracts in effect with Credito Bergamasco (Group BPVN) entailed a residual debt balance of €1.9 million and accrued interest of €15,000.

98 6. Infragroup relationships

The tables below provide detail on the assets, liabilities, revenues and expenses of Banca Italease with respect to the companies belonging to the Group.

Assets and liabilities

ITALEASE ESSEGIBI MERCANTILE ITALEASE ITACA SERVICE ITALEASE ITALEASE ITALEASE ITALEASING Banca Italease LEASIMPRESA INDUSTRIAL 1 GESTIONE BENI FINANZIARIA HLL S.R.L. HGP S.R.L. Total LEASING S.P.A. NETWORK S.P.A. S.P.A. FINANCE S.P.A. FACTORIT S.P.A. AGENCY S.R.L. S.P.A. Funding LLC SPA S.R.L. S.P.A. S.P.A.

ASSETS

20. FINANCIAL ASSETS HELD FOR TRADING 9 9 g) Financial assets held for trading - derivatives: financial derivatives 9 9 70. DUE FROM CUSTOMERS 1,521,642 47,412 1,336,221 185 4 41,818 1,144,380 7 321,687 3,213 2,153 10,254 15,002 2,500 4,446,478 h) Due from customers: other transactions 1,521,642 47,412 1,336,221 185 4 41,818 1,144,380 7 321,687 3,213 2,153 10,254 15,002 2,500 4,446,47 8 150. OTHER ASSETS 87 2,386 2,473 Other assets - prepayments and accrued income 87 2,386 2,473 TOTAL ASSETS 1,521,642 47,412 1,336,221 272 4 41,818 1,144,380 7 321,687 5,608 2,153 10,254 15,002 2,500 4,448,960

ITALEASE ESSEGIBI MERCANTILE ITALEASE ITACA SERVICE ITALEASE ITALEASE ITALEASE ITALEASING Banca Italease LEASIMPRESA INDUSTRIAL 1 GESTIONE BENI FINANZIARIA HLL S.R.L. HGP S.R.L. Total LEASING S.P.A. NETWORK S.P.A. S.P.A. FINANCE S.P.A. FACTORIT S.P.A. AGENCY S.R.L. S.P.A. Funding LLC SPA S.R.L. S.P.A. S.P.A.

LIABILITIES

20. DUE TO CUSTOMERS 16,872 13,569 6,694 3,204 38,956 7,492 3,449 1,068 91,304 g) Due to customers: other 16,872 13,569 6,694 3,204 38,956 7,492 3,449 1,068 91,304 30. SECURITIES ISSUED 148,007 148,007 d) Securities issued - other securities 148,007 148,007 40. FINANCIAL LIABILITIES FOR TRADING 390 128 302 820 e) Financial liabilities for trading - derivatives 390 128 302 820 100. OTHER LIABILITIES 1,002 383 6 1,391 b) Other liabilities - accrued liabilities and deferred income 1,002 383 6 1,391 TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY 18,264 13,697 7,379 3,204 38,962 7,492 3,449 148,007 1,068 241,522

Revenues and expenses

MERCANTILE ITALEASE GESTIONE ITALEASE NETWORK ITACA SERVICE ITALEASE FINANCE ESSEGIBI ITALEASE FACTORIT ITALEASE AGENCY Banca Italease Total ITALEASING S.P.A. LEASIMPRESA SPA HLL S.R.L. HGP S.R.L. INDUSTRIAL 1 S.R.L. LEASING S.P.A. BENI S.P.A. S.P.A. S.P.A. S.P.A. FINANZIARIA S.P.A. S.P.A. S.R.L. Funding LLC INCOME STATEMENT 10. INTEREST AND SIMILAR INCOME 15,782 438 13,134 285 8,994 1,487 52 105 156 26 40,459 e) Interest and similar income: due from customers and financial institutions 15,782 438 13,134 285 8,994 1,487 52 105 156 26 40,459 20. INTEREST AND SIMILAR EXPENSE (138) (1,861) (135) (2,134) b) Interest and similar expense on amounts due to customers and financial institutions (138) (135) (273) c) Interest and similar expense: securities issued (1,861) (1,861) 40. COMMISSIONS RECEIVED 207 207 h) Commissions received: other services 207 207 50. COMMISSIONS PAID (6,074) (1,076) (3,407) (127) (3,328) (71) (14,083) e) Commissions paid: other services (6,074) (1,076) (3,407) (127) (3,328) (71) (14,083) 80. NET PROFIT (LOSS) FROM TRADING ACTIVITY (96) (17) (85) (198) e) Net profit (loss) from trading activity: financial derivatives (96) (17) (85) (198) 150. ADMINISTRATIVE EXPENSES 400 (1,664) (136) (1,936) 431 53 152 (2,700) a) Personnel expense 400 (50) (23) 445 53 152 977 b) Other administrative expenses (1,614) (113) (1,936) (14) (3,677) 190. OTHER OPERATING INCOME (EXPENSE) 686 365 775 326 3 7 308 6 355 (52) 440 3 3,222 a) Other operating income (expense): other expense (52) (52) b) Other operating income (expense): other income 686 365 775 326 3 7 308 6 355 440 3 3,274

99 Guarantees issued

MERCANTILE ITALEASE ITALEASE ESSEGIBI ITALEASE ITALEASING LEASIMPRESA Total LEASING S.P.A. GESTIONE BENI NETWORK FINANZIARIA FACTORIT S.P.A. S.P.A. S.P.A. S.P.A. S.P.A. S.P.A.

1) Financial guarantees issued 446,485 191,157 10,071 374,200 359,422 1,381,335 a) Banks b) Customers 446,485 191,157 10,071 374,200 359,422 1,381,335 2) Commercial guarantees issued 573 573 a) Banks b) Customers 573 573 Total 446,485 573 191,157 10,071 374,200 359,422 1,381,908 7. Renting Italease

The business and financial relationships between Banca Italease and Renting Italease are exclusively limited to commissions for services rendered by the Bank; such commissions amounted to €6,000 for the first quarter of 2007.

8. Marefin

Marefin S.r.l. also figures as a related party inasmuch as the sole director of the company, Francesco Imperadori, is a member of the Board of Directors of Italease Network.

An agreement was executed for the payment of fees calculated on the amount of leasing contracts referred by the agents proposed by Marefin.

Marefin's intermediation activity resulted in new income-producing leases with a value of €85 million, whose residual balance was €74 million as of 31 March 2007. The interest accrued on the leases in 2007 amounted to €5 million.

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SHARE-BASED PAYMENTS

There were no changes in the share-based payments during the first quarter of 2007.

The following table provides a summary of the plan:

2007 2008 2009 Total Granting of options in 2005 870 582 373 1,825 Granting of options in 2006 517 517 303 1,337 Total 1,387 1,099 676 3,162

Quantitative information

B.1 Share-based payments - Quantitative information - Changes during the period

Accounts/No. Options and Exercise Price Total as of 31/03/2007

Average Average Number options Residual Exercise Price Term A. Opening balances 2,278,315 12.05 25 B. Increases X B.1 New options granted X B.2 Other changes X C. Decreases X C.1 Cancelled X C.2 Exercised X C.3 Expired X C.4 Other changes X D. Closing balances 2,278,315 12.05 25 E. Options exercisable as of end of period X

The average residual term is expressed in months.

101

INFORMATION ON THE HOLDING COMPANY

The following statements are presented with respect to the holding company as of 31 March 2007: • Balance sheet • Income statement • Statement of changes in shareholders' equity • Statement of changes in financial position • Statement of material equity investments

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FINANCIAL STATEMENTS OF THE HOLDING COMPANY BALANCE SHEET (in €)

31/03/2007 31/12/2006 CHANGE

Assets

10. CASH AND CASH EQUIVALENTS 10,978 8,477 2,501 20. FINANCIAL ASSETS HELD FOR TRADING 383,944,375 455,149,111 (71,204,736) 40. FINANCIAL ASSETS AVAILABLE FOR SALE 1,028,753 1,028,753 50. FINANCIAL ASSETS HELD TO MATURITY 1,417,813 1,416,829 984 60. DUE FROM BANKS 226,693,144 271,879,888 (45,186,744) 70. DUE FROM CUSTOMERS 17,608,565,716 16,238,773,485 1,369,792,231 80. HEDGING DERIVATIVES 64,029,146 56,227,459 7,801,687 100. EQUITY INVESTMENTS 506,639,203 506,586,714 52,489 110. TANGIBLE FIXED ASSETS 609,512,148 675,786,490 (66,274,342) 120. INTANGIBLE FIXED ASSETS 207,559,427 207,823,685 (264,258) including: - Goodwill 200,389,008 200,389,008 130. TAX ASSETS 13,292,387 25,885,858 (12,593,471) a) Current 13,007,338 (13,007,338) b) Deferred 13,292,387 12,878,520 413,867 150. OTHER ASSETS 459,342,797 601,930,066 (142,587,269)

TOTAL ASSETS 20,082,035,887 19,042,496,815 1,039,539,072

31/03/2007 31/12/2006 CHANGE

Liabilities and shareholders' equity

10. DUE TO BANKS 1,629,269,014 3,881,945,070 (2,252,676,056) 20. DUE TO CUSTOMERS 5,753,991,249 5,277,275,963 476,715,286 30. SECURITIES OUTSTANDING 10,524,860,011 8,005,553,964 2,519,306,047 40. FINANCIAL LIABILITIES FOR TRADING 388,221,394 459,150,277 (70,928,883) 60. HEDGING DERIVATIVES 335,241,600 289,436,618 45,804,982 80. TAX LIABILITIES 1,349,701 1,349,701 a) Current 1,349,701 1,349,701 100. OTHER LIABILITIES 50,705,189 56,350,744 (5,645,555) 110. PROVISIONS FOR EMPLOYEE TERMINATION INDEMNITIES 6,241,003 5,963,919 277,084 120. RESERVES FOR LIABILITIES AND CHARGES 26,734,907 26,191,993 542,914 a) Pension and similar provisions 24,785,030 24,279,275 505,755 b) Other provisions 1,949,877 1,912,718 37,159 130. VALUATION RESERVES 3,741,010 3,741,010 160. RESERVES 221,049,233 102,828,983 118,220,250 170. SHARE PREMIUM 639,018,652 384,969,908 254,048,744 180. SHARE CAPITAL 472,276,694 431,211,535 41,065,159 190. OWN SHARES (-) (26,471) (26,471) 220. NET INCOME (LOSS) FOR THE PERIOD (+/-) 29,362,701 117,903,302 (88,540,601)

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY 20,082,035,887 19,042,496,815 1,039,539,072

104 INCOME STATEMENT (in €)

31/03/2007 31/03/2006 CHANGE

10. INTEREST AND SIMILAR INCOME 219,613,791 114,042,973 105,570,818 20. INTEREST AND SIMILAR EXPENSE (170,938,920) (80,038,391) (90,900,529)

30. INTEREST MARGIN 48,674,871 34,004,582 14,670,289 40. COMMISSIONS RECEIVED 53,838,503 43,059,624 10,778,879 50. COMMISSIONS PAID (29,317,375) (20,257,499) (9,059,876)

60. NET COMMISSIONS 24,521,128 22,802,125 1,719,003 80. NET PROFIT (LOSS) FROM TRADING ACTIVITY 158,482 138,593 19,889 90. NET PROFIT (LOSS) FROM HEDGING ACTIVITY (353,606) 11,470 (365,076)

120. TOTAL INCOME 73,000,875 56,956,770 16,044,105 130. NET IMPAIRMENT-RELATED VALUATION ADJUSTMENTS / WRITEBACKS: (7,614,804) (8,496,135) 881,331 a) Receivables (7,614,804) (8,496,135) 881,331

140. NET FINANCIAL INCOME (LOSS) 65,386,071 48,460,635 16,925,436 150. ADMINISTRATIVE EXPENSES (23,906,376) (18,586,289) (5,320,087) a) Personnel expenses (11,393,471) (8,793,598) (2,599,873) b) Other expenses (12,512,905) (9,792,690) (2,720,215) 160. NET PROVISIONS TO RESERVES FOR LIABILITIES AND CHARGES (228,110) (228,110) 170. NET VALUATION ADJUSTMENTS/WRITEBACKS ON TANGIBLE FIXED ASSETS (531,777) (223,688) (308,089) 180. NET VALUATION ADJUSTMENTS/WRITEBACKS ON INTANGIBLE FIXED ASSETS (850,987) (672,515) (178,472) 190. OTHER OPERATING INCOME (EXPENSE) 3,600,957 2,419,056 1,181,901

200. OPERATING EXPENSES (21,916,293) (17,063,435) (4,852,858)

240. INCOME (LOSS) FROM SALE OF INVESTMENTS (160,962) (1,182,212) 1,021,250

250. PRE-TAX INCOME (LOSS) FROM CONTINUING OPERATIONS 43,308,816 30,214,988 13,093,828 260. TAXES ON INCOME FROM CONTINUING OPERATIONS (13,946,115) (11,822,860) (2,123,255) 270. NET INCOME (LOSS) FROM CONTINUING OPERATIONS 29,362,701 18,392,128 10,970,573 290. NET INCOME (LOSS) FOR THE PERIOD 29,362,701 18,392,128 10,970,573

105 STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (in € 000's)

As of 31 March 2007

Allocation of Prior Period Changes Earnin gs Shareholders' Equity Transactions Change in Adjustments Dividends Purchase of Extraordinar Derivatives Net Income Balance as of Balance as of Changes in Issue of New Capital Stock Shareholders' to Opening Reserves (4) and Other Own Shares y Dividends on Own (Loss) for (1) (3)=(1)+(2) Reserves (6) Shares (7) Instruments( Options (13) Equity (15) Balances (2) Allocation (5) (10) (9) Shares (12) Period (14) 10) 31/12/2006 01/01/2007 31/03/2007 31/03/2007 Share capital: 431,212 431,212 41,065 472,277 a) Ordinary shares 431,212 431,212 41,065 472,277 b) Other shares Share premium 384,970 384,970 254,049 639,019 Reserves 102,829 102,829 117,903 317 221,049 a) Earnings 113,125 113,125 117,903 231,028 b) Other: (10,296) (10,296) 317 (9,979) 1) FTA reserve (14,099) (14,099) (14,099) 2) Euro conversion reserve 11 1 3) Reserve for own shares 26 26 26 4) Stock option 1,694 1,694 317 2,011 5) Merger surpluses 2,147 2,147 2,147 6) Other (65) (65) (65) Valuation reserves: 3,741 3,741 3,741 a) Available for sale b) Coverage of financial flows c) Other: 3,741 3,741 3,741 1) Tangible fixed assets 2) Intangible fixed assets 3) Coverage of investments abroad 4) Foreign-exchange differences 5) Non-current assets held for sale 6) Special revaluation laws 3,741 3,741 3,741 Capital instruments Own shares (26) (26) (26) Net income (loss) for the period 117,903 117,903 (117,903) 29,363 29,363

Shareholders' equity 1,040,629 1,040,629 295,114 317 29,363 1,365,423

106 As of 31 March 2006 (in € 000's)

Allocation of Prior Period Changes Earnings Shareholders' Equity Transactions Adjustments Dividends & Changes in Net Income Changes in Issue of New Purchase of Extraordinar Stock Stock Shareholders' Balance as of to Opening Balance as of Reserves Other Capital (Loss) for the Reserves Shares Own Shares y Dividends options options Equity Balances Allocations Instruments Period 31/12/2005 01/01/2006 31/03/2006 31/03/2006 Share capital: a) Ordinary shares 393,412 393,412 393,412 b) Other shares Share premium 99,422 99,422 99,422 Reserves a) Earnings 80,562 80,562 69,919 150,481 b) Other: 1) FTA reserve (14,099) (14,099) (14,099) 2) Euro conversion reserve 11 1 3) Reserve for own shares 26 26 26 4) Stock option 321 321 165 486 5) Merger surpluses 2,147 2,147 2,147 6) Other (1,308) (1,308) 147 (1,161) Valuation reserves: a) Available for sale b) Coverage of financial flows c) Other: 1) Tangible fixed assets 2) Intangible fixed assets 3) Coverage of investments abroad 4) Foreign-exchange differences

5) Non-current assets held for sale 3,741 3,741 3,741 6) Special revaluation laws Capital instruments Own shares (26) (26) (26) Net income (loss) for the period 69,919 69,919 (69,919) 18,392 18,392 Shareholders' equity 634,118 634,118 147 165 18,392 652,822

107 STATEMENT OF CHANGES IN FINANCIAL POSITION (in € 000's)

31/03/2007 31/12/2006

A. OPERATING ACTIVITY

1. OPERATIONS 41,621 148,602 - Net income (loss) for the period (+/-) 29,363 117,903 - Capital gains (losses) on financial assets held for trading and on financial assets stated at fair value (-/+) 69 25,632 - Capital gains (losses) on hedging activity (-/+) 354 (328) - Net writedowns (recoveries) for impairment of value (+/-) 7,615 27,957

- Net valuation adjustments (writebacks) on tangible and intangible fixed assets(+/-) 1,383 4,474 - Net provisions to reserves for liabilities and charges and other revenue/expenses (+/-) 1,170 2,746 - Taxes and duties not settled (+) 1,350 - Net valuation adjustments (recoveries) on groups of assets held for sale, net of tax effect (+/-) - Other adjustments (+/-) 317 (29,782)

2. LIQUIDITY GENERATED (ABSORBED) BY FINANCIAL ASSETS (1,121,597) (6,732,383) - Financial assets held for trading 1,520 (9,791) - Financial assets stated at fair value - Financial assets available for sale 1,030 - Due from banks: sight 60 (68,097) - Due from banks: other 45,127 (3,436) - Due from customers (1) (1,311,366) (6,774,929) - Other assets 143,062 122,840

3. LIQUIDITY GENERATED (ABSORBED) BY FINANCIAL LIABILITIES 786,130 6,722,853 - Due to banks: sight (669,369) 779,320 - Due to banks: other (1,582,930) 1,730,742 - Due to customers 476,715 1,092,095 - Securities outstanding 2,567,168 3,126,987 - Financial liabilities held for trading (1,313) (6,664) - Financial liabilities stated at fair value - Other liabilities (4,141) 373

LIQUIDITY GENERATED (ABSORBED) BY OPERATIONS (293,846) 139,072

108 31/03/2007 31/12/2006

B. INVESTMENT ACTIVITY

1. LIQUIDITY GENERATED 2 38,351 - Sale of equity investments 1,550 - Dividends received on equity investments 32,398 - Sale of financial assets held to maturity - Sale of tangible fixed assets (1) 2 4,403 - Sale of intangible fixed assets - Sale of business units

2. LIQUIDITY ABSORBED (1,040) (462,926)

- Purchase of equity investments (249,691)

- Purchase of financial assets held to maturity (1) (1)

- Purchase of tangible fixed assets (1) (452) (8,326)

- Purchase of intangible fixed assets (587) (204,908)

- Purchase of business units

LIQUIDITY GENERATED (ABSORBED) BY INVESTMENT ACTIVITY (1,038) (424,575)

C. FUNDING ACTIVITY

- Issue (purchase) of own shares 295,114 323,348

- Issue (purchase) of capital instruments

- Distribution of dividends and other funding transactions (37,356)

LIQUIDITY GENERATED (ABSORBED) BY FUNDING ACTIVITY 295,114 285,992

NET LIQUIDITY GENERATED (ABSORBED) DURING THE PERIOD 230 489

31/03/2007 31/12/2006

RECONCILIATION

Accounts

Opening balance of cash and cash equivalents 8 125

Net liquidity generated (absorbed) during the period 230 489

Cash and cash equivalents: effect of changes in exchange rates (227) (606) Closing balance of cash and cash equivalents 11 8

1) The amounts referring to assets under lease booked as part of the investment activity have been reclassified as a change in amounts due from customers, in consideration of the specific nature of the leasing activity. Such amounts are equal to €66.6 million for the first quarter of 2007, and €132.4 million for the year ending 31 December 2006.

109 Equity investments – Account 100

Equity investments in subsidiary companies, jointly controlled companies or companies subject to significant influence

- Information on investment relationships

Company Registered Office % Held A. Companies under exclusive control 1 Italease Gestione Beni S.p.A. Milan 95.00% 2 Italease Network S.p.A. Milan 100.00% 3 Itaca Service S.p.A. Milan 100.00% 4 Italease Finance S.p.A. Milan 70.00% 5 Mercantile Leasing S.p.A. Florence 100.00% 6 Italease Factorit S.p.A. Milan 100.00% 7 Banca Italease Funding LLC Delaware 100.00% 8 Italeasing S.p.A. Pisa 99.90% 9 Italease Agency Srl Milan 100.00% 10 Leasimpresa S.p.A. Turin 100.00% C. Companies subject to significant influence 1 Italfinance Securitisation vh srl Conegliano 9.90%

No changes took place during the period.

110