Historical Headquarters of the Banca Popolare Di Vicenza

A. Palladio, Palazzo Thiene (XVI century) - Historical headquarters of the Banca Popolare di Vicenza Società Cooperativa per azioni - Member of the Italian bankers association an italian interbank deposit protection fund - Parent of the Banca Popolare di Vicenza Banking Group Registered office: I-Vicenza - Via Btg. Framarin, 18 - Tax Code 00204010243 - Vi- cenza Business Register 1858 Bank listing n. 1515 - Capital stock as of 12.31.2005 € 183,816,738.00 Banking Group 5728.1

2005 ANNUAL REPORT

The (consolidated) financial statements have been translated from those issued in Italy, from the Italian into the English language solely for the convenience of international readers. INDEX

Directors and officers 3 Financial highlights 4 Report on operations 7 Report of the Board of Statutory Auditors 36 Consolidated balance sheet 38 Consolidated statement of income 40 Explanatory notes 51 Attachments: Adoption of IAS/IFRS 218 Changes introduced by IAS/IFRS 219 Balance sheets and statements of income of the consolidated companies 237 Independent Auditors’ report 287 Consolidated balance sheet in Euro and US Dollars 292 Consolidated statement of income in Euro and US Dollars 294 Branch network 295

2 BANCA POPOLARE DI VICENZA

BOARD OF DIRECTORS

Chairman * Giovanni Zonin Deputy Chairmen * Giovanni Bettanin * Marino Breganze Director and Secretary to the Board * Giorgio Tibaldo Directors Mario Bonsembiante Giuseppe Di Lenardo * Zeffirino Filippi Franco Miranda Gianfranco Pavan Paolo Sartori * Fiorenzo Sbabo * Gianfranco Simonetto Maurizio Stella Paolo Tellatin * Ugo Ticozzi * Giuseppe Zigliotto

BOARD OF STATUTORY AUDITORS

Chairman Giovanni Zamberlan Auditors Giacomo Cavalieri Laura Piussi Alternate auditors Giuseppe Mannella Marco Poggi

BOARD OF ARBITERS

Chairman Nicola Amenduni

Arbiters Gian Paolo Boschetti Pierantonio Maule

Alternate arbiters Gianfranco Corà Altegrado Zilio

General Manager Luciano Colombini Joint General Manager Samuele Sorato Deputy General Manager Ippolito Fabris Deputy General Manager Franco Tonato

* Members of the Executive Committee. 3 FINANCIAL HIGHLIGHTS BANCA POPOLARE DI VICENZA GROUP

Balance Sheet (in thousand of Euro)Costi 31 December 2005 31 December 20041 Net total assets 21,116,434 17,696,774 Net total loans 16,241,521 12,855,676 Stockholders' equity 2,275,572 1,716,752

1 excluding IAS 32, 39 and IFRS 4 application

Balance Sheet (in thousand of Euro)Costi 31 December 2005 01January 20052 Direct deposit 14,189,022 12,764,493 Loans to customers 14,773,936 12,564,364

2 including IAS 32, 39 and IFRS 4 application

Statement of income (in thousand of Euro)Costi 31 December 2005 31 December 20043 Net interest income 441,750 383,615 Net interest and other banking income 790,169 681,462 Net income from financial activities 687,730 618,989 Net income (loss) for the year 125,770 117,656

3 excluding IAS 32, 39 and IFRS 4 application

Financial ratios (%)Costi 31 December 2005 31 December 20044 Net income (loss) for the year / Stockholders' equity 5.53% 6.85% Net income (loss) for the year / Net total assets 0.60% 0.66% Net income from financial activities / Net total assets 3.26% 3.50% Stockholders' equity / Net total assets 10.78% 9.70% Stockholders' equity / Net total loans 14.01% 13.35%

4 excluding IAS 32, 39 and IFRS 4 application

5 BANCA POPOLARE DI VICENZA PARENT COMPANY

Balance Sheet (in thousand of Euro)Costi 31 December 2005 31 December 20041 Net total assets 15,980,120 12,795,539 Net total loans 12,369,109 9,522,481 Stockholders' equity 2,310,834 1,756,961

1 excluding IAS 32-39 application

Balance Sheet (in thousand of Euro)Costi 31 December 2005 01January 20052 Direct deposit 9,545,975 8,764,973 Loans to customers 10,480,570 9,073,890

2 including IAS 32-39 application

Statement of income (in thousand of Euro)Costi 31 December 2005 31 December 20043 Net interest income 269,504 251,524 Net interest and other banking income 528,231 482,528 Net income from financial activities 439,710 428,381 Net income (loss) for the year 92,266 90,983

3 excluding IAS 32-39 application

Financial ratios (%)Costi 31 December 2005 31 December 20044 Net income (loss) for the year / Stockholders' equity 3.99% 5.18% Net income (loss) for the year / Net total assets 0.58% 0.71% Net income from financial activities / Net total assets 2.75% 3.35% Stockholders' equity / Net total assets 14.46% 13.73% Stockholders' equity / Net total loans 18.68% 18.45%

4 excluding IAS 32-39 application

6 BANCA POPOLARE DI VICENZA BANKING GROUP CONSOLIDATED REPORT ON OPERATIONS

Group structure

The various initiatives taken by the Group during 2005 were mainly designed to achieve the objectives contained in the new 2005-2007 Business Plan for the Bank and Group, approved by the Board of Directors on 22 February 2005. The new plan’s goal is to achieve a further improvement in the Group’s productivity, efficiency and profitability. While it represents continu- ity with the recent past, it lays the foundations for exploiting new opportunities for external growth that creates value for stockholders.

The Group’s growth in size and its organizational structure, already rationalized in the past, mean that the bedrock of the 2005-2007 plan is the explicit, structured definition of rules designed to organize the Group along federal lines, geared to maintaining its foothold in local markets under the direction of a Corporate Center forming part of the Parent Bank. The strategic guidelines contained in the plan for pursuing the goals of further improvements in the Group’s productivity, efficiency and profitability are: • consolidation of the growth of Banca Popolare di Vicenza, on the basis of strategies already adopted in recent years; • rationalization of the Group’s cost structure, by revising organizational processes and authorization limits for expenditure/investment considered of strategic for the Group, by completing the centralization and rationalization of back office activities and by reorganizing and ra- tionalizing departmental information systems; • improvement in the profitability and efficiency of the subsidiary banks, including through local expansion by internal means; • growth by external means, with the goal of reaching the target size of 800 branches; A number of projects in implementation of the Business Plan have already been started, such as the revision of rules on Group spending and investment limits, the definition of new rules for the Group’s governance and the enhancement of its commercial structure. Details of the projects and activities in implementation of the 2005-2007 Business Plan can be found in a specific section of the Report on Operations accompanying the Bank’s statutory financial statements.

The Board of Directors voted on 30 August 2005, under the authority received from the stockholders, to increase capital stock by approximately Euro 489 million, the purpose being to strengthen its capital structure and to support the business expansion being pursued by the Bank and Group as a whole. This operation, terminating at the end of October, was very suc- cessful, reflecting stockholder confidence in the Bank’s management and results. New strategically important ventures undertaken during the year regarding equity investments included the incorporation of the new company known as Prestinuova, specializing in the disbursement of loans secured by the withholding of one-fifth of wages. The Group continued to work during 2005 on achieving a more rational, effective management of its equity investment portfolio. The principal actions undertaken were as follows:

Partnership between the BPVI Group and the 21 Investimenti Group

Following on from the joint venture agreement consummated in October 2004 between Banca Popolare di Vicenza, Nordest Merchant S.p.A., 21 Investimenti SpA and 21 Investimenti Part- ners SpA, designed to reorganize the business of merchant banking and private equity, the purchase of the following equity interests was completed in January 2005: • BPVi acquired 20% of the capital stock in 21 Investimenti Partners S.p.A., while selling the latter its 50% interest in 21 Partners SGR S.p.A.; • 21 Investimenti Partners SpA acquired 20% of Nordest Merchant S.p.A. NEM SGR S.p.A. started doing business at the start of 2005, having obtained Bank of Italy authorization to carry out asset management services. It set up “NEM Imprese”, a closed-end in- 7 vestment fund for qualifying investors amounting to Euro 30 million, which was fully subscribed in May 2005. The venture has started to produce its first positive results, with Nordest Merchant closing the year with net income of Euro 3.9 million and the funds managed by 21 Partners SGR S.p.A. expected to perform well.

Prestinuova

A new company was set up on 8 June 2005 under the name of Prestinuova (with its registered office in Palermo), with the purpose of increasing the BPVI Group’s penetration of the consumer credit market. This company is wholly-owned by the Group, with 90% of its shares held by Banca Nuova. The company disburses credit and provides loans secured by the withholding of one-fifth of wages, now also through the business transferred by its parent Banca Nuova with effect from 1 January 2006. The decision to attack this market with a specialized company is based on the growth in consumer credit reported in other European countries relative to Italy, on the basis of which the domestic market is expected to grow by an average of 20% per annum in the next 3 years. In this context Banca Nuova entered into a three-year agreement with IN- PDAP (public-sector employees pension fund), together with Banca Nazionale del Lavoro, to provide personal loans secured by one-fifth withholdings from income and home loans to pensioners. This agreement is thought to represent a source of major growth for the company and for the disbursement of personal loans also to employees in service. The new company has been duly entered in the list under article 106 of the Banking Act, kept by the Ufficio Italiano dei Cambi, and in the “Special” list kept by the Bank of Italy. It started doing business in January 2006, also thanks to completion of the transfer of the business from Banca Nuova. Important contacts for the consummation of new nationwide agreements are currently in progress.

Linea S.p.A.

Again as part of the process of developing the Group’s consumer credit business, in February 2006 it acquired an additional 15.76% interest in Linea S.p.A. after Cofinoga (an associate of the Lafayette Group and the BNP Paribas Group) decided to sell its shares. This transaction, carried out jointly with Banco Popolare di Verona e Novara which took over a holding of the same size from the French shareholder, cost Banca Popolare di Vicenza Euro 47.3 million and raised our interest in this company from 32.20% to 47.96%. Further to this operation BPVI and Banco Popolare di Verona signed a new five-year stockholders’ agreement, designed to ensure that the company was appropriately managed, including with regard to corporate governance.

Sec Solution S.p.A. – Informatica Vicentina

In May 2005, the stockholders of Sec Solutions voted to transform the company from a “co-operative company” to a “public limited company”, changing its name to Servizi Bancari and mod- ifying its ownership structure, which now consists of just two stockholders: the BPVI Group, with 70% of capital stock, and the consortium Sec Servizi, with the remaining 30%. Sec Solu- tions was originally set up to centralize and rationalize the back office activities of the banks be- longing to the consortium of Sec Servizi. The other member banks subsequently decided to out- source only a very small part of their back office services, meaning that there was no longer any point in pursuing the project on a co-operative basis. As part of a subsequent restructuring of the business, Informatica Vicentina, a wholly-owned subsidiary of BPVI, acquired all the shares in Servizi Bancari and, in November 2005, the stockholders of the two companies voted to merge Servizi Bancari into Informatica Vicentina, chang- 8 ing its name to Servizi Bancari. The merger was completed in March 2006 although was effective from 1 January 2006.

Banca della Nuova Terra

In June 2005, the Group acquired a 15% interest in Banca della Nuova Terra for the sum of Euro 11.2 million. As a result of this transaction, the co-operative bank stockholders in Banca della Nuova Terra (Banca Popolare di Vicenza, Banca Popolare dell’Emilia Romagna, Banca Popolare Italiana, and Banca Popolare di Sondrio) now own 51%. They are bound by a three- year renewable stockholders’ agreement designed to regulate its governance and strategy. The investment in this bank, founded by Meliorbanca in July 2004, represents both an investment and development opportunity for our Bank by making it possible to distribute a range of products that satisfy specific investment, credit and insurance needs of mid-size food producers, public co-operative entities or public entities controlled by the Regions (eg. land reclamation consortia) and small farming businesses and organizations.

Sec Servizi S.c.p.A.

In April 2005, the stockholders of Sec Servizi voted to increase its capital from Euro 14.4 million to Euro 25 million, for the purpose of financing development plans and coping with the financial needs associated with the increase in business. The outlay for the Parent Bank was Euro 5.0 million in order to keep its interest in the company unchanged (47.11% as of 31 December 2005 and 49.56% for the Group as a whole).

Other investments in equity instruments

Banca Nazionale del Lavoro

On 18 July 2005, the Parent Bank entered into an agreement with Unipol Assicurazioni S.p.A. relating to the 119,088,480 BNL shares in its portfolio. Under this agreement, the Parent Bank undertook not to transfer these shares before the date of closing the takeover bid being made by Unipol, to whom a call option on these shares was granted. In view of the developments in the Unipol bid, this agreement was terminated by mutual consent in February 2006. In the same month a new agreement was made with BNP-Paribas SA, under which the Parent Bank under- takes to sell the former, which in turn is obliged to buy, 75,000,000 BNL ordinary shares at the price of Euro 2.925 each. The completion of this sale agreement depends on satisfying a number of conditions precedent by 30 June 2006. These include the required clearance from the Bank of Italy, the Italian Antitrust Authority and any other competent authority, including the Bank of France.

Banca Italease

As part of Banca Italease’s stock flotation completed in June 2005, involving the offer of shares made available by stockholders and new-issue shares, the Parent Bank signed a lock-up agreement (ending in December 2005) with other shareholders to help stabilize the flotation price. After this agreement expired and having already decided on a course of gradual withdrawal, the Parent Bank carried out a securities lending transaction with associated put and call options, which will produce a gain on maturity provided the price of the Banca Italease stock remains buoyant. 9 Representative offices abroad

Bearing witness to the vitality and dynamism of the Bank and its Group as a whole, BPVI strengthened its presence in China by opening up a new representative office in Shanghai in March 2005. The new office joins the one open in Hong Kong since the 1980s, creating a real commercial link between Italian business and the great market of China. The Shanghai representative office has the task of facilitating business between Italy and China, by helping Italian companies with every type of commercial initiative and offering them advice on setting up joint ventures with local businesses, on seeking out potential partners and on local tax and company rules and regulations. Banca Popolare di Vicenza also applied during 2005 to the Reserve Bank of India to open up a new representative office in New Delhi in 2006.

Adoption of international accounting standards (IAS/IFRS)

EC Regulation 1606/2002 requires companies listed on regulated markets in the European Union to prepare their consolidated financial statements – as from 1 January 2005 – in accordance with the International Financial Reporting Standards (IFRS, formerly known as IAS) issued by the IASB and adopted by the European Commission. Under Decree 38 of 28 February 2005, Italy took up the option allowed by article 5 of the EC Regulation to make the scope of application of IAS/IFRS much wider, requiring them to be adopted by banks and financial companies supervised by the Bank of Italy. More precisely, it is compulsory for banking groups to adopt these standards for their 2005 consolidated financial statements, while their adoption is only optional for the statutory financial statements of individual banks (although the adoption of IAS/IFRS for individual financial statements is compulsory from 2006).

Accordingly, Banca Popolare di Vicenza has prepared its consolidated financial statements at 31 December 2005 in accordance with IAS/IFRS and in compliance with the instructions recently issued by the Bank of Italy regarding the “technical form” of the financial statements of banks and financial companies1.

All the information on how IAS/IFRS have been adopted by the Group and the impact on its balance sheet, income statement and financial position on first-time adoption (FTA), prepared in compliance with the provisions of IFRS 1, are contained in an appendix to the explanatory notes to the consolidated financial statements, to which the reader should refer.

Scope of consolidation

At 31 December 2005 the Banca Popolare di Vicenza Banking Group was comprised as follows: – Banca Popolare di Vicenza SCpARL - Parent Bank – Banca Nuova SpA – Cassa di Risparmio di Prato SpA – B.P.Vi. Fondi SGR SpA – Nordest Merchant SpA – NEM SGR SpA – BPV Finance (International) Plc

1 The Bank of Italy published Circular 262 at the end of December 2005. This deals with the formats and rules for preparing bank financial statements in accordance with IAS/IFRS and also contains the calendar of amendments to the supervisory system taking place between 2005 and 2006. 10 – Informatica Vicentina SpA – Immobiliare Stampa SpA – PrestiNuova SpA – Servizi Bancari SpA

In compliance with IAS 27, the scope of consolidation of the Banca Popolare di Vicenza Group also includes subsidiaries that were previously excluded under Italian accounting standards because they carried out dissimilar activities, namely the insurance companies of Berica Vita SpA and Vicenza Life Ltd.

The consolidated financial statements of the Banca Popolare di Vicenza Group therefore comprise the financial information reported by the Parent Bank and its direct and indirect subsidiaries as follows:

1) consolidated line-by-line: – Banca Popolare di Vicenza SCpA - Parent Bank – Banca Nuova SpA – Cassa di Risparmio di Prato SpA – B.P.Vi. Fondi SGR SpA – Nordest Merchant SpA – NEM Sgr – BPV Finance (International) Plc – Informatica Vicentina SpA – Immobiliare Stampa SpA – PrestiNuova SpA – Servizi Bancari SpA – Berica Vita SpA – Vicenza Life Ltd 2) consolidated using the equity method: – 21 Investimenti Partners SpA – Magazzini Generali e Derrate SpA – Nuova Merchant SpA – SEC Servizi SCpA – Interporto della Toscana Centrale SpA – Linea SpA The figures consolidated for Linea SpA refer to its consolidated financial statements, which include the results of Equilon SpA and Futuro SpA, both of which are wholly-owned subsidiaries of Linea SpA.

3) carried at cost: Group companies excluded from the scope of consolidation as only held temporarily. Also excluded from the scope of consolidation, even though the Group holds more than 20%, and carried at cost are: a)equity investments of a temporary nature held as part of normal merchant banking activities; b)immaterial equity investments (where immateriality means that their exclu- sion from the consolidated financial statements has an insignificant effect on the balance sheet and income statement in the case of line-by-line consolidation and on consolidated stockholders’ equity in the case of consolidation using the equity method), namely: – Stefano Ricci SpA (30.07%) – Etrutria Sviluppo SCRL (31.38%)

The balance sheets and income statements used for consolidation purposes are those approved by the Boards of Directors of the individual companies as of 31 December 2005. These statements have been adjusted, where necessary and material, to bring them into line with correct 11 and consistent Group accounting policies. Nuova Merchant SpA, Interporto della Toscana Cen- trale SpA and Magazzini Generali e Derrate SpA have been recorded at the value of stockholders’ equity reported in their respective financial statements for 2004, while the investment in 21 Investimenti Partners SpA has been recorded at the value reported in the financial statements for 2005 which are in the process of being approved. The financial statements of companies consolidated line-by-line, but presented using formats that differ from those established in Circular 262 of 22 December 2005, have been duly reclassified in accordance with the accounting policies adopted by the Parent Bank.

The scope of consolidation as of 31 December 2005 is summarized below:

12 LINE-BY-LINE CONSOLIDATION BANCA POPOLARE DI VICENZA S.c.p.a.

98.741% 99.994% BPV Finance Banca Nuova S.p.A. International Plc 90%

PrestiNuova S.p.A. 10% 100% Vicenza Life Ltd

Cariprato S.p.A. 79% 100% Immobiliare Stampa S.p.A.

Nordest Merchant S.p.A. 80% 100% BPVi Fondi SGR S.p.A.

100% 20%

NEM SGR S.p.A. 100% Informatica Vicentina S.p.A.

100%

99% 1% Berica Vita S.p.A. Servizi Bancari S.p.A.

CONSOLIDATION AT NET EQUITY

1.655% 47.114% 20% 21 Investimenti 1.017% SEC Servizi S.C.p.A. Partners S.p.A.

20% 25% Magazzini Generali Interporto della Toscana S.p.A. e Derrate S.p.A.

20% Nuova Merchant S.p.A. 32.2% Linea S.p.A.

13 Overview of the macroeconomic situation

The following is a brief summary of the main events that characterized the market situation in which the Group had to operate during 2005. Reference should be made to the report on operations in the Parent Bank’s financial statements for a more detailed analysis of the macroeconomic scenario in Italy and abroad, as well as for an analysis of developments in the banking market.

The macroeconomic picture in 2005 featured the following trends:

• The international economy continued to maintain a solid pattern of growth, even if the pace was slightly slower than the exceptionally high one of 2004 (the fastest in over twenty years):thanks to the good performance of the US and Chinese economies, global gross domestic product grew by around 4.5% in 2005 (+5.0% in 2004). • The strong demand from the large emerging economies pushed the price of oil to a record level of nearly USD 70 a barrel at the end of August, coming back down to around USD 60 at year end, but still well above the price of USD 45 a year earlier. • Despite slowing down in the last quarter (GDP growth of +1.6% year-on-year in the fourth quarter, compared with +4.1% in the third quarter), the US economy continued to show signs of being in good health, reporting average growth of 3.5% in GDP for 2005 (4.4% in 2004). • The Chinese economy continued to grow apace in 2005 (GDP +9.9% compared with +10.1% in 2004) and even Japan reported a positive trend in GDP (+2.4% in 2005 compared with 2.6% in 2004). • The euro-zone displayed some reawakening of economic activity, especially in the two central quarters of the year. However, this was followed by a disappointing fourth quarter when GDP was worse than expected and somewhat below that of the previous quarter (+0.3% compared with 0.6% in the period June-September 2005). The fourth-quarter figure took average GDP growth for 2005 to 1.3%, well below the 2.1% reported in 2004. • After coming out of the recession reported between the end of 2004 and start of 2005, the Italian economy experienced a period of recovery that started to tail off in the second half of the year. Italy’s gross domestic product for 2005, valued at 1995 deseasonalized prices and corrected for the different number of working days, ended up being basically the same as in 2004. The latest figures published by ISTAT (Italy’s central statistical office) confirm the economy’s difficulties and the widening of the growth gap with respect to other euro-zone countries: Italy has now been growing at a systematically lower rate than the euro-zone as a whole for exactly ten years. Italy’s growth differential is estimated at around 1.1 points of GDP, one of the largest gaps in the recent past. • The ECB raised the cost of borrowing by 25 basis points in December 2005, taking the reference interest rate to 2.25%. This decision, the first tightening in over 5 years, was needed to adjust the accommodating approach of the ECB’s monetary policy and to forestall the risks to price stability caused by the recent rises particularly in energy prices, and by the abundant quantities of liquidity in the euro-zone. • In the United States, 2005 ended with the thirteenth consecutive rise in policy rates, taking them to 4.25%. The FED raised the Fed Funds rate once again in January 2006, taking it to 4.5%. The need to check inflationary expectations and avoid the start of a chain reaction caused by the rise in oil prices was behind the FED’s policy of steady rate rises since 2004. • Apparently in contrast with growth in the real economy, European stockmarkets reported another record year with double-digit growth on all the major financial markets(Frankfurt +27.1%, Paris +23.4%, Madrid +18.2%, London +16.7%, Milan +15.5%), once again spear- headed by utilities and financial stocks. • Despite the far-from-brilliant economic situation in Italy, the banking sector continued to en- joy rapid growth, outpacing that seen in 2004 both for loans (+8.9% compared with +5.5% in 2004) and for deposits (+8.4% compared with 7.7% in 2004). • The demand for long-term lending (+13.1% compared with 2004) was the main engine be- 14 hind the overall growth in credit, reflecting the shift in personal customer and business demand towards the longer-dated segment. After a long pause, short-term lending only returned to positive growth in the last three months of the year (+2.4% in December relative to the year before). • The quality of credit does not currently appear to be suffering from the frail economic situation. The latest available figures, updated to November, report 0.6% growth in non-performing loans year-on-year, considerably lower than the figure of +6.0% reported at the end of 2004, while the ratio of net non-performing loans to total loans is down to 1.6% from 2.0% at the end of 2004. Nonetheless, a few signs of a likely deterioration in the quality of credit in the future are starting to be seen, as witnessed by the growth in watchlist loans, once more positive in June 2005 (+3.2% compared with the end of 2004), and associated with the increase in bank interest rates starting at the end of 2005 and expected to accelerate in 2006. • In terms of deposits, investors continued to exercise caution in their asset allocation decisions; furthermore, enduring uncertainties and low opportunity cost continued to underpin the demand for liquidity. Direct funding by residents (deposits plus bonds) grew by 8.4% in 2005, up from +7.7% in 2004. The growth in bank funding was particularly fostered by the demand for deposits by both personal customers and businesses (+7.5% year-on-year, up from +5.5% in 2004), while although demand for bonds continued to be strong (+9.9% in 2005), their pace of growth was slower than in 2004 (+11.5%). • As for indirect funding, the overall amount of securities in the custody of Italian banks (both under management schemes or held directly by customers) was slightly higher in November 2005 than in the same month in 2004 (+1.6%). The asset management sector witnessed a gradual recovery in demand for mutual funds during 2005. The assets of Italian or foreign funds managed by Italian intermediaries rose by 8.8% during 2005, almost entirely due to their performance. The amount of assets held in bank portfolio management schemes also increased, reporting year-on-year growth of around 6% in November. • In terms of interest rates, the recent monetary tightening by the ECB finally closed the long chapter of declining rates with an immediate, small widening in the spread between lending and borrowing rates which will become even more evident in 2006. • Despite the ECB’s recent tightening of European monetary policy at the start of December 2005 (+25 basis points to the reference rates, taking them from 2% to 2.25%), the lending rates applied by banks have not displayed a particular rise, continuing to stay at extremely low levels after a year in steady decline. In fact, the average rate on personal customer overdrafts was down to 8.16% in December 2005, 23 basis points below that at the end of 2004, while the rate applied to non-financial businesses was 5.35%, 14 basis points below the rate of 5.49% in force in December 2004.The average rate on loans to non-financial businesses (the most important segment) fell from 4.31% in December 2004 to 4.26% in December 2005 even if it increased in the last month of the year by around 9 basis points relative to November, taking it to the highest level in the last six months. • Bank borrowing rates were generally stable during the first half of the year, while tending to rise towards year end: the rate paid on euro deposits to personal customers and non-financial businesses was 0.95% in December 2005, 6 basis points higher than in June 2005 and at the end of 2004. Even the average rate paid on bonds reported a series of rises in the last quarter, going against the downward trend seen in the first nine months of 2005. This rate reached 3.06% at year end, which, although higher than in June, was nonetheless still below the rate of 3.10% reported at the end of 2004. • The spread calculated in December 2005 by ABI (the Italian Banking Association) between the average lending rate and average rate paid on deposits by personal customers and non-financial companies was 2.86%. Although this was 6 basis points higher than in June 2005, it was below the spread of 2.99% reported in December 2004. • At the local level, the Veneto’s economy closed 2005 with a few positive signs, particularly from manufacturing industry which managed to buck the negative trend by reporting improvements in all the principal economic indicators. In fact, both output and sales grew by 15 +2.7% and +4.7% respectively in the fourth quarter of 2005 relative to the same quarter of last year. Exports of products manufactured in the Veneto also increased by 9.1% in the fourth quarter of 2005 relative to the same period in 2004. • As far as the province of Vicenza is concerned, the latest available figures show the chance for the start to a lasting recovery in 2006. Output and sales both grew faster than in the third quarter of 2005 and than in the fourth quarter of 2004. The textile/clothing/tannery sector and goldsmithing sector continued to underperform both in terms of output and employment, even if the goldsmithing sector appeared to have boosted turnover thanks to sales on export markets. • Friuli Venezia Giulia was one of the regions with the best economic performance in 2005. In fact, regional GDP is estimated to have grown at an annual rate of around 0.5%, which, although not particularly high, was nonetheless well above the average. • The economic situation in Tuscany continued to be generally rather bleak. However, there were a few signs, if not of recovery, but of alleviation of the difficulties currently afflicting the regional economy. After the large year-on-year decreases in industrial output reported in the first two quarters of 2005, the third quarter was decidedly better, posting only a small con- traction relative to the prior year (–0.6%). The slowdown was mainly due to the metal products and textile-clothing sectors. Conversely, the mechanical engineering, electronics, transport, wood and furniture sectors appeared to be recovering. • The estimates for Sicily once again show a modest level of economic growth, in line with the national average.

Report on Operations

For a detailed analysis of the macroeconomic situation and the sector in which the Group operates, please refer to the Parent Bank’s report on operations.

Comments on the consolidated balance sheet

As already mentioned earlier on in this report, the 2005 consolidated financial statements have been prepared in accordance with IAS/IFRS, with the comparative figures for 2004 also restated on the basis of these standards. The Group has taken advantage of the exemption allowed by paragraph 36A of IFRS 1 from the requirement to restate comparative information for IAS 32 and IAS 39 relating to financial instruments, and for IFRS 4 relating to insurance contracts, whose first-time adoption date was 1 January 2005. However, for the purposes of consistent comparison of the 2005 balance sheet with that of the year before, the following review of deposits and loans at 31 December 2005 compares the num- bers with the corresponding amounts reported in the balance sheet at 1 January 2005, the first- time adoption date of IAS 32, IAS 39 and IFRS 4. Since the introduction of the new accounting policies has involved changing the scope of consolidation, for the purposes of better understanding the trend in the consolidated balance sheet’s principal aggregates at 31 December 2005 even the figures relating to 1 January 2005 have been restated to include the same group companies as those included in the line-by-line consolidation at 31 December 2005 (there are no companies consolidated on a proportional basis). The figures for direct deposits and loans to customers presented below exclude operating payables and receivables which, under the Bank of Italy Circular 262 of 22 December 2005, are classified as amounts “due to customers” and “loans to customers” respectively.

Consolidated loans and deposits at 31 December 2005 will now be discussed, with comparison referring to the situation at 1 January 2005.

16 Direct and indirect deposits

Total consolidated funds under management, consisting of direct deposits, indirect deposits and subordinated bonds, increased by 12.2% to Euro 29,245 million at 31 December 2005, up from the figure of Euro 26,064 million reported at 1 January 2005.

(in thousands of Euro) 31/12/2005 1/01/2005 Change (+/-) %

Direct deposits 14,189,022 12,764,493 1,424,530 11.2%

Indirect deposits 15,056,450 13,299,657 1,756,793 13.2%

Total funds under management 29,245,472 26,064,150 3,181,323 12.2%

17 Direct deposits Consolidated direct deposits increased by 11.2% year-on-year from Euro 12,764 million on 1 January 2005 to Euro 14,189 million at year end.

(in thousands of Euro) 31/12/2005 1/01/2005 Change (+/-) % Current accounts and unrestricted deposits 7,146,406 6,746,191 400,215 5.9% Current accounts and restricted deposits 16,966 22,906 -5,940 -25.9% Liabilities for assets sold but not eliminated from the balance sheet 594,568 649,883 -55,315 -8.5% Repurchase agreements and other payables 771,180 634,513 136,668 21.5% sub-total 8,529,120 8,053,492 475,628 5.9% Insurance policies 782,176 588,173 194,003 33.0% Bonds 4,460,484 3,660,998 799,485 21.8% Certificates of deposit and other securities 417,242 461,829 -44,587 -9.7% Total direct deposits 14,189,022 12,764,493 1,424,530 11.2% The breakdown by type of direct deposit shows how greater confidence in financial markets once more directed customer investments towards asset administration and management products, at the expense of more traditional types of deposit: restricted current accounts and deposits and certificates of deposit declined by 25.9% and 9.7% respectively, while unrestricted current accounts and deposits grew by 5.9%. Conversely, despite the continued low level of interest rates during the year, repurchase agreements, typically used for temporarily investing surplus cash, increased by 21.5%. Insurance policies jumped by 33.0%. In fact, after consolidating the Group’s insurance companies (Vicenza Life Ltd and Berica Vita SpA), insurance policies are now included among direct deposits. Bonds issued by the Group itself reported a large increase (+21.8%), particularly thanks to the Parent Bank’s issue of Euro 830 million in bonds to institutional investors under the European Medium Term Notes programme started in December 2003. Liabilities for assets sold but not cancelled relate to the securitization known as Berica 5 Residen- tial MBS, which, as discussed in the section on loans, was “reinstated” because, having been carried out after 1 January 2004, it did not satisfy the conditions of IAS 39 for being derecognized.

18 Indirect deposits

Consolidated indirect deposits increased by 13.2% to Euro 15,056 million, up from Euro 13,300 million at 1 January 2005;this increase was partly due to the recovery in stock prices, but also due to renewed customer confidence in the asset administration sector (+13.9%) and asset management and retirement savings products (+12.3%).

(in thousands of Euro) 31/12/2005 1/01/2005 Change (+/-) %

Mutual funds 3,380,273 2,987,793 392,480 13.1% Private portfolios under management 1,086,917 868,147 218,770 25.2% Fund-based managed portfolios 937,070 953,182 -16,112 -1.7% Shares 2,065,757 1,514,886 550,871 36.4% Other securities 3,701,499 3,730,675 -29,176 -0.8% Pension premiums 986,374 883,304 103,070 11.7% Treasury stock 2,898,560 2,361,670 536,890 22.7%

Total indirect deposits 15,056,450 13,299,657 1,756,793 13.2% assets under management 5,404,260 4,809,122 595,138 12.4% assets under management and retirement savings 6,390,634 5,692,426 698,208 12.3% assets under administration 8,665,816 7,607,231 1,058,585 13.9%

In fact, the individual components of indirect deposits reported growth of 25.2% in portfolio management schemes, of 13.1% in mutual funds and of 11.7% for retirement-saving schemes. The equities sector also grew significantly, increasing by 36.4%, partly thanks to the recovery in prices on national and international stockmarkets.

19 Loans

Consolidated net loans to customers amounted to Euro 14,774 million at 31 December 2005, an increase of 17.6% on the figure of Euro 12,564 million reported on 1 January 2005.

(in thousands of Euro) 31/12/2005 1/01/2005 Change (+/-) %

– Overdrafts and advances 3,955,106 3,836,160 118,946 3.1% – Syndicated loans 1,147,346 902,675 244,671 27.1% – Mortgage loans 6,239,792 4,667,005 1,572,787 33.7% – Other financing 1,504,600 1,134,240 370,360 32.7% – Import/export loans 1,065,649 1,029,147 36,502 3.5% – Net non-performing loans 166,648 157,916 8,732 5.5% – Repurchase agreements and other technical forms 75,380 169,373 -93,993 -55.5% – Assets sold but not eliminated from the balance sheet 619,416 667,849 -48,433 -7.3%

Total net loans 14,773,936 12,564,364 2,209,572 17.6%

The breakdown of loans by individual type reveals a large increase in mortgage loans to personal customers and companies, up 33.7% year-on-year, in syndicated loans (+27.1%) and other financing (+32.7%). Overdrafts and import/export loans grew by just 3.1% and 3.5% respectively.

Assets sold but not cancelled refer to performing mortgage loans transferred in 2004 as part of the securitization known as Berica 5 Residential MBS. These assets have not been derecognized because this transaction, carried out after 1 January 2004, did not satisfy the derecognition criteria set out in IAS 39. This was because Banca Popolare di Vicenza, the Parent Bank, had sub-

20 scribed to all of the junior Asset Backed Securities (ABS) issued by the special purpose entity2. As a result, the remaining securitized assets relating to the Berica 5 securitization have been recognized at the balance sheet date, along with the general impairment losses relating to these assets, and the junior notes subscribed have been reversed, corresponding to the excess spread received on the sale of the loans.

Doubtful loans3 to customers amounted to Euro 391.6 million after adjustments at 31 Decem- ber 2005. This was 28.5% higher than a year earlier mostly because of an increase in watchlist positions. However, the ratio between net doubtful loans and total loans to customers grew by just 0.22 percentage points, from 2.43% on 1 January 2005 to 2.65% at 31 December 2005. The ratio between net non-performing loans and net loans to customers improved from 1.26% on 1 January 2005 to 1.13% by year end.

The level of provisioning for doubtful loans at year end was basically stable with respect to 1 January 2005:coverage of doubtful loans went down from 42.3% to 39.7%, that of non-performing loans decreased from 52.4% to 51.8%, while that of watchlist loans increased from 24.4% to 25.7%. With regard to the new category of loans overdue and/or overlimit for more than 180 days, amounting to Euro 120.7 million at 31 December 2005, these were the subject of a specific overall writedown to take account of the higher level of risk associated with such loans than for performing ones.

With reference to performing loans (including assets sold but not cancelled), the amount of the general provision against such positions amounted to Euro 75.0 million at 31 December 2005, representing 0.52% of the total.

Lastly, unsecured loans exposed to country risks included a loan credit facility of USD 5 million

2 As regards other securitizations carried out before 1 January 2004, the securitized assets have not been reinstated on first-time adoption of IAS 39, as allowed by paragraph 27 of IFRS 1. 3 For the sake of consistent comparison, doubtful loans do not include positions that are persistently overlimit for more than 180 days, determined on the basis of the Bank of Italy’s new reporting rules. These positions were classified as performing loans up until last year. 21 to Banca Galicia y Buenos Aires linked to a loan granted to this bank by the IFC (an organization set up by the World Bank).Although an agreement has been reached for restructuring this loan, the writedown of Euro 1 million reported in the previous year has been prudently retained against this position until such time as it is demonstrated that the terms of the restructuring agreement have been duly observed.

You are reminded that, in compliance with IAS/IFRS, the specific and general adjustments to loans at 31 December 2005 also include the effect of “discounting” to reflect the time required to collect recoverable amounts.

Comments on the consolidated income statement

As already mentioned in the earlier sections of this report, the 2005 consolidated financial statements have been prepared in accordance with IAS/IFRS, with the comparative figures for 2004 also restated on the basis of these standards. The Banca Popolare di Vicenza Group has also taken advantage of the exemption allowed by paragraph 36A of IFRS 36 from the requirement to restate comparative information for IAS 32 and IAS 39 relating to financial instruments, and for IFRS 4 relating to insurance contracts, whose first-time adoption date was 1 January 2005. This means that the consolidated income statement for 2005, discussed below, has been prepared in accordance with all the IAS/IFRS in force at 31 December 2005 (thus including IAS 32, IAS 39 and IFRS 4) and is compared with the income statement for 2004 prepared under the same international standards, except for IAS 32, 39 and IFRS 4. The effects on 2004 income of financial instruments and insurance contracts falling within the scope of these accounting standards have therefore been determined using the previously applicable accounting policies. The comments on the results for 2005 specify the effect of applying these principles if adoption of the measurement bases required by IAS 32, IAS 39 and IFRS 4 produces significant differences relative to the policies previously used.

Net interest income and net financial income

Captions (in thousands of Euro) December-05 December-04 Changes (excluding IAS 32 (+/-) % and 39 and IFRS 4)

10. Interest income and similar revenues 756,038 608,822 147,216 24.2% 20. Interest expense and similar charges (314,288) (225,207) (89,081) -39.6%

30. Net interest income 441,750 383,615 58,135 15.2%

Despite the additional decrease in rates, which started to reverse only towards year end, net interest income improved by 15.2% on 2004 to Euro 441.7 million, reflecting an increase in business and sound management of spreads.

22 Net interest and other banking income

Captions (in thousands of Euro) December-05 December-04 Changes (excluding IAS 32 (+/-) % and 39 and IFRS 4)

30. Net interest income 441,750 383,615 58,135 15.2%

40. Fee and commission income 293,510 247,093 46,417 18.8% 50. Fee and commission expense (39,097) (22,616) (16,481) -72.9%

60. Net fee and commission income 254,413 224,477 29,936 13.3%

70. Dividends and other revenues 21,283 25,156 (3,873) -15.4% 80. Net trading income 65,353 47,988 17,365 36.2% 90. Net hedging gains (losses) (506) – (506) n.s. 100. Gains (losses) on disposals/repurchases of: 7,247 227 7,020 n.s. a) loans and advances 2 4 (2) -50.0% b) financial assets available for sale 5,617 223 5,394 n.s. c) financial assets held to maturity – – – n.s. d) financial liabilities 1,628 – 1,628 n.s. 110. Net change in financial assets and liabilities at fair value 629 (1) 630 n.s.

120. Net interest and other banking income 790,169 681,462 108,707 16.0%

The improvement in net interest income, the contribution of net fee and commission income and net trading income, analyzed below, helped boost net interest and other banking income by 16.0% on 2004 to Euro 790.2 million at 31 December 2005. Net fee and commission income was 13.3% higher than in 2004 at Euro 254.4 million, reflecting the good increase in volumes by the Group’s various businesses, especially in the asset management sector (mainly insurance products) and in traditional banking services (electronic payments, guarantees, credit cards, current accounts). Fees and commission on dealing and placing securities were also higher thanks to the good performance of financial markets which fuelled greater investor confidence in this sector. Dividends and similar income amounted to Euro 21.3 million in 2005, a decrease of Euro 3.9 million on the year before (- 15.4%). The sum of net trading income, net hedging gains and losses, net changes financial assets/liabilities at fair value and gains/losses on the sale or repurchase of financial assets/liabilities (whose content is broadly comparable to the old category of “Profits (losses) on financial transactions” in the income statement format used under Decree 87/92), amounted to Euro 72.7 million, an increase of 50.8% on the figure of Euro 48.2 million reported in 2004. As already mentioned, the prior year comparison is not meaningful because of the different accounting policies and measurement bases used for financial instruments in 2005 after adopting IAS 32 and IAS 39.

23 Net income from financial and insurance activities

Captions (in thousands of Euro) December-05 December-04 Changes (excluding IAS 32 (+/-) % and 39 and IFRS 4)

120. Net interest and other banking income 790,169 681,462 108,707 16.0%

130. Net impairment adjustments to: (102,439) (62,473) (39,966) -64.0% a) loans and advances (89,022) (62,051) (26,971) -43.5% b) financial assets available for sale (12,718) (160) (12,558) n.s. c) financial assets held to maturity – – – n.s. d) financial liabilities (699) (262) (437) -166.8%

140. Net income from financial activities 687,730 618,989 68,741 11.1%

150. Net premium income 340,414 291,100 49,314 16.9% 160. Other insurance income (charges) (341,917) (283,476) (58,441) -20.6%

170. Net income from financial and insurance activities 686,227 626,613 59,614 9.5%

Net income from financial and insurance activities amounted to Euro 686.2 million in 2005, an increase of 9.5% on the figure of Euro 626.6 million reported in 2004, after booking a total of Euro 102.4 million in net impairment adjustments compared with Euro 62.5 million in 2004 (+64.0%). Net impairment adjustments include Euro 89.0 million for loans to customers, Euro 12.7 million for financial assets available for sale and Euro 0.7 million for other financial transactions. As mentioned earlier, the increase in net adjustments to loans was mainly attributable to the different method of valuing performing and impaired loans, adopted for the first time in 2005 after introducing IAS 32 and IAS 39. Net adjustments to financial assets available for sale almost entirely refer to the impairment loss recognized during the year on the interest in Hopa SpA, in order to adjust the carrying value to the range of values reported in the valuation recently prepared by Maurizio Dallocchio for this company.

Operating costs

Captions (in thousands of Euro) December-05 December-04 Changes (excluding IAS 32 (+/-) % and 39 and IFRS 4)

180.Administrative costs: (509,907) (476,415) (33,492) -7.0% a) payroll (293,693) (271,173) (22,520) -8.3% b) other administrative costs (216,214) (205,242) (10,972) -5.3% 190.Net provisions for risks and charges (12,051) (23,428) 11,377 48.6% 200.Net adjustments to property, plant and equipment (15,365) (20,900) 5,535 26.5% 210.Net adjustments to intangible assets (4,809) (2,271) (2,538) -111.8% 220.Other operating charges/income 55,942 70,507 (14,565) -20.7%

230.Operating costs (486,190) (450,330) (35,860) -8.0%

24 Operating costs were 8.0% higher than the year before at Euro 486.2 million compared with Euro 450.3 million in 2004.

Looking at the different elements of cost, administrative costs increased by Euro 35.7 million as a whole (+7.5%), with payroll costs up 9.2% and other operating expenses up 5.3%.

Net increases in provisions for risks and charges were 48.6% lower at Euro 12.1 million, down from Euro 23.4 million in 2004.

Net adjustments to property, plant and equipment decreased by Euro 5.5 million to Euro 15.4 million (-26.5%), while net adjustments to intangible assets came to Euro 4.8 million compared with Euro 2.2 million the year before (-111.8%).

For the sake of completeness, it is reported that goodwill and goodwill arising on consolidation and on application of the equity method are no longer being amortized. This is because under IAS 36 intangible assets with an indefinite useful life, like goodwill, are not amortized but tested periodically for impairment. The amortization of goodwill arising on consolidation and other goodwill reported in the consolidated financial statements drawn up under Decree 87/92 amounted to Euro 80.9 million in 2004.

Other operating charges/income amounted to Euro 55.9 million in 2005 compared with Euro 70.5 million in 2004 (-20.7%).In 2004 this line item included Euro 34.5 million in income arising on the securitization of performing loans to Berica Residential MBS 5 Srl, which is no longer recognized under IAS/IFRS.

Income from current operations before tax

Captions (in thousands of Euro) December-05 December-04 Changes (excluding IAS 32 (+/-) % and 39 and IFRS 4)

240. Share of profit (loss) of equity investments 6,554 4,343 2,211 50.9% 250. Net gains (losses) arising on fair value adjustments to 409 1,404 (995) -70.9% property, plant and equipment and intangible assets 260. Adjustments to goodwill (2,572) – (2,572) n.s. 270. Gains (losses) on disposal of investments 596 3,509 (2,913) -83.0%

280. Profit (loss) from current operations before tax 205,024 185,539 19,485 10.5%

Income from current operations before tax increased by 10.5% on the year before, to Euro 205.0 million in 2005. This result is good on its own account but is even better if we consider that last year’s result benefited from Euro 34.5 million in income from the securitization of performing loans.

25 Net income for the year pertaining to the Parent Bank

Captions (in thousands of Euro) December-05 December-04 Changes (excluding IAS 32 (+/-) % and 39 and IFRS 4)

280. Profit (loss) from current operations before tax 205,024 185,539 19,485 10.5%

290. Income taxes on current operations (74,114) (63,783) (10,331) -16.2%

300. Profit (loss) from current operations after tax 130,910 121,756 9,154 7.5%

310. Profit (loss) after tax from non-current assets (or disposal groups) held for sale and discontinued operations – – – n.s.

320. Net income (loss) for the year 130,910 121,756 9,154 7.5%

330. Minority interests (5,140) (4,100) (1,040) -25.4%

340. Net income (loss) for the year pertaining to the parent bank 125,770 117,656 8,114 6.9%

Income taxes came to Euro 74.1 million in 2005, having increased by Euro 10.3 million (+16.2%) on the figure of Euro 63.8 million reported in 2004. After booking this tax, consolidated net income for 2005 came to Euro 130.9 million. The share pertaining to minority interests was Euro 5.2 million, while net income pertaining to the Parent Bank was Euro 125.8 million.

Reconciliation of stockholders’ equity and net income for the Parent Bank and the Group

The following table reconciles stockholders’ equity and net income reported in the Parent Bank’s statutory financial statements for 2005 with the corresponding figures in the consolidated financial statements.

(in thousands of Euro) Stockholders’ equity Net income for the year

Parent Bank 2,310,835 92,266

Companies consolidated line-by-line -39,852 26,086

Companies carried at equity 7,258 4,012

Changes in the consolidation reserve -2,669 3,406

Consolidated financial statements 2,275,572 125,770

Consolidated net income for the year pertaining to the Parent Bank, Euro 125.8 million, was Euro 33.5 million higher than that reported in the Parent Bank’s individual financial statements; 26 this reflected the contribution of the Group’s companies which all reported positive net income for the year.

Consolidated stockholders’ equity pertaining to the Parent Bank of Euro 2,275.6 million was Euro 35.3 million lower than that reported in the Parent Bank’s individual financial statements. The changes in consolidated stockholders’ equity are set out in the schedule attached to the consolidated financial statements.

In the interests of a better understanding of the reconciliation between the Parent Bank’s results and the consolidated results pertaining to the same Parent Bank, the following table provides more details on the reconciling items.

(in thousands of Euro)

Parent Bank’s net income 92,266 share of net income reported in the statutory financial statements 52,803 reversal of dividends recorded in the year -22,629 reversal of intercompany securities 936 reversal of effects of securitized loans 2,050 reversal of gains on intercompany disposal of equity investments -273 reversal of intercompany gains -660 other effects 1,277

Consolidated net income 125,770

Performance of the Group’s main companies

Highlights from the balance sheets and income statements of the Group’s main companies are shown below.

We consider it important to provide information concerning the principal aggregates of each of the Group’s banking subsidiaries, thereby putting them in perspective within the Group as a whole while providing an overall summary of the Group’s banking activities.

Intercompany transactions and balances have not been eliminated from these figures.

27 (in thousands of Euro) B.P.VI B. NUOVA CARIPRATO TOTAL

Loans to customers 10,480,570 1,603,170 2,406,610 14,490,349

Direct deposits 9,545,975 2,150,209 2,222,186 13,918,370

Indirect deposits 12,498,778 1,104,600 2,235,248 15,838,626

Stockholders’ equity 2,310,835 203,067 285,966 n.s.

Net income for the year 92,266 12,063 20,000 124,329

Number of outlets * 352 115 67 534

Number of branches 333 100 67 500

* the number of outlets includes bank branches, financial shops and private banking outlets.

Banca Nuova SpA

Net income soared 207.3% in 2005, rising by Euro 8.1 million to Euro 12.1 million.

This result reflected major growth in banking business and several important initiatives taken in the year, which once more revealed Banca Nuova’s energetic, innovating spirit.

On 31 December 2004 Banca Nuova completed the acquisition of 30 branches from Banca An- toniana Popolare Veneta in Sicily. This acquisition has helped improve the bank’s position on the Sicilian market, especially in the eastern part of the island; in fact, 25 of the 30 branches acquired are located in this area. The acquisition of these branches has been strategically very important, resulting in a 43.5% increase in the number of branches from 69 to 99.

The branches acquired had Euro 234.6 million in direct and indirect deposits and Euro 142.5 million in loans on 1 January 2005. Around Euro 6 million in loans were returned to Banca An- toniana Popolare Veneta in December, having been classified as non-performing.

The commercial network was further expanded during the year with the addition of two new branches – one in the city of Rome and the other in the town of Bagheria in the province of Palermo – and of three financial consulting offices: one in Augusta in the province of Siracuse; one in Modica in the province of Ragusa; and the third in Latina.

At year end the bank’s commercial network consisted of 100 branches, 12 financial consulting offices and 3 private banking outlets.

PrestiNuova S.p.A., a financial company, was incorporated in June 2006. The bank’s business involving personal loans secured by one-fifth of wages was transferred to this company on 1 Jan- uary 2006. In fact, PrestiNuova will now operate on the consumer credit market on behalf of all the Group’s companies.

The total assets transferred amounted to Euro 166.5 million, while the liabilities transferred came to Euro 162.5 million. The difference of Euro 4 million was attributable to goodwill.

28 Banca Nuova owned 90% of Prestinuova at 31 December 2005, while the remaining 10% was in the hands of Banca Popolare di Vicenza, the Parent Bank.

In view of the upsurge in lending by Banca Nuova, the Parent Bank’s Board of Directors voted in November to contribute Euro 50 million in new capital to the bank; this resolution was implemented in December, with the payment of an initial sum of Euro 20 million.

Total deposits grew by Euro 515 million, marking an increase of 18.8%.

Direct deposits amounted to Euro 2,150 million at year end, having increased by Euro 387 million since 1 January 2005 (+22%).The increase was attributable both to short-term and long- term components. Short-term deposits climbed by over 17.3%, reporting an overall increase of Euro 250 million most of which attributable to unrestricted current accounts and deposits. The big increase in bonds (+50.0%) from Euro 257.3 million to Euro 386.2 million allowed the bank to fund itself at a fixed rate with a lower cost relative to the trend in rates seen in the last part of 2005.

Indirect deposits reported another big rise, climbing 13.1% or Euro 128 million in absolute terms. Indirect deposits were evenly balanced between asset management products (52.7%) and assets under administration (47.3%).

Loans net of adjustments rose by 26.1% over the year, reporting an absolute increase of Euro 332 million. Total loans before adjustments were 24.9% higher at Euro 1,662 million. Mortgage loans increased at a particularly fast past, rising by Euro 312 million (+45.9%) relative to 1 January 2005. This result reflects the bank’s strong commitment to local development and growth by business and personal customers. Short-term loans also reported a major increase (+Euro 44 million) as did import/export loans (+ Euro 3 million).

The increase in loans was even more significant if we remember that the year-end figure ex- cludes Euro 163 million in loans subsequently transferred to PrestiNuova S.p.A. and classified at 31 December 2005 as “non-current assets held for sale”.

The credit risk ratios relating to net doubtful loans improved relative to 1 January 2005, improving from 4.21% of net loans to 3.77% at year end. Similarly, the ratio of net non-performing loans to total net loans improved from 2.69% to 2.19%.

The bank’s workforce numbered 636 at 31 December 2004, rising to 738 on 1 January 2005 after the transfer of 102 staff from the AntonVeneta branches. The workforce numbered 809 at 31 December 2005, reflecting 85 new recruits and 14 leavers. The year-end figure included 5 staff under fixed-term contracts and 17 part-timers. The year-end total also includes employees seconded to other companies (10, all to the Parent Bank) and ex- cludes those seconded from other companies (1, from the Parent Bank). Lastly, as a result of the business transfer to the subsidiary Prestinuova, 19 staff, all from the head office, moved over to this company, meaning that the bank’s workforce numbered 790 on 1 January 2005.

The network of financial consultants expanded to 119 at the end of the year, up from 105 in 2004. During the year 15 non-key consultants were terminated, while 29 highly qualified profes- sionals joined. The start-up of the financial consultant network in Lazio saw the opening of an office in Latina in April and the entry of the first team of consultants to the city of Rome in the last quarter of the year.

Looking at the results in more detail, net interest income increased by over Euro 16.3 million 29 (+35.5%) on the prior year to reach Euro 62.4 million, reflecting the growth in business and at- tentive management of spreads.

Net fee and commission income improved by over Euro 6.9 million to Euro 32.5 million (+27%).The growth in net fee and commission income was attributable not only to diligent management of the terms and conditions applied to customers but also to homogeneous growth in all areas of the bank’s business.

Dividends contributed Euro 1.45 million, reporting an increase of Euro 0.35 million on the prior year.

Net interest and other banking income climbed by over Euro 25.5 million on the prior year to more than Euro 105.7 million (+31.8%).

After deducting Euro 1.36 million in net impairment adjustments, net income from financial activities came to Euro 104.4 million, an increase of over Euro 25.7 million (+32.8%) on the prior year figure.

Operating costs came to a total of Euro 91.1 million, representing an increase of Euro 21.4 million (+30.7%) on the prior year. Payroll costs were Euro 11.8 million higher at Euro 48.5 million (+32.2%).This increase was due to the growth of 173 in the number of staff (of whom 102 from Antonveneta), and to the impact of the new collective payroll agreement. Other operating expenses climbed by over Euro 4 million to Euro 42.6 million (+10.6%).This figure is attributable to the growth in the bank’s business, demand for whose loans increased by 20.8% ignoring those transferred to Prestinuova.

As far as goodwill was concerned, this was tested for impairment, as a result of which an impairment loss of Euro 2.5 million was recognized on the goodwill relating to the Antonveneta branches.

The good results reported above helped income from current operations before tax to rise by Euro 2 million to more than Euro 11 million in 2005 (+22.1%). Income taxes amounted to Euro 1.8 million, partly reflecting the positive effect on tax of revaluing buildings allowed by the 2005 Finance Act. Income from current operations after tax therefore came to over Euro 9.2 million. Lastly, income after tax on non-current assets held for sale amounted to Euro 2.8 million. This refers to the income earned from the business transferred to PrestiNuova SpA with effect from 1 January 2006. As a result, net income for the year amounted to over Euro 12 million.

Cariprato SpA

The bank closed 2005 with net income of Euro 20.0 million. This was a good result despite the difficult economic situation in the Prato industrial district, the bank’s traditional area of operation, and the slowdown in the Italian economy, which reported virtually zero growth.

The bank continued to work on projects started within the Banca Popolare di Vicenza Group, designed to improve the organization of services and customer satisfaction by optimizing loan disbursement procedures and monitoring credit, by developing the branch plan, by undertaking to provide ever better services and by offering products targeted at specific customer segments, with a view to making the most of its territorial roots and gaining new market share in the region of Tuscany as a whole. 30 Seven new branches were opened during the year in implementation of the bank’s business plan and for the purpose of increasing the bank’s presence in Tuscany. The new branches opened in the year are located in: Lucca Sant’Anna, Arezzo, Montecatini, Lucca Borgo Giannotti, San Miniato and Pescia, all of which outside the bank’s traditional sphere of influence. The Florence Osmannoro branch was opened on 9 January 2006; another twelve branches are scheduled for opening in 2006, with others due to follow until reaching the number of 100 at the end of 2007. The bank’s commercial network had 68 branches at 31 December 2005. The workforce numbered 915 at 31 December 2005, of whom 86 with part-time contracts. Dur- ing the year 5 new staff were hired, while 14 staff left, of whom 8 went into retirement. On 25 February 2005 the Bank of Italy finished its ordinary inspection of Cariprato, started on 15 November 2004. The findings, which mostly relate to organizational and operational matters requiring improvement, were examined and a number of projects, including at group level, were started for their elimination. The Bank of Italy was subsequently informed about this work and its progress. Funds under management increased by 5.1%, from Euro 4.2 million to Euro 4.5 million. Direct deposits from customers rose by 7.6% since the start of the year to close at Euro 2.2 million. Current accounts increased by 8.0% to Euro 1.3 million, while bonds rose by 12% to Euro 0.6 million. With regard to the composition of indirect deposits, which increased by 2.9% over the year, the amount invested in asset management products climbed to 48.4% of the total, up from 43.0% the year before, reporting a 15.8% rise from Euro 0.9 million to Euro 1.1 million. Loans increased by 15.4% since 1 January 2005 to close the year at Euro 2.4 million. Short-term loans, overdrafts and import/export loans rose by 3.7%. Long-term loans continued their rising trend, reporting a 27% increase thanks to home loans to personal customers. The ratio of net non-performing and watchlist loans to total net loans came to 3% (1.18% for non-performing loans alone) compared with 2.07% on 1 January 2005.The increase reflected not only the problems of the local economy but also the ever stricter methods of assessing loans, with particular reference to the adoption of internal rating systems. As for performing loans, the valuation performed on the basis of historic/statistical data gave rise to Euro 17.6 million in adjustments, corresponding to 0.76% of the total. Looking at the income statement in more detail, net interest income from customers rose by 15.0% in 2005 thanks to the increase in lending. Net financial income rose by 11.8% as a whole, from Euro 79.8 million to Euro 89.2 million, despite a 37% reduction in interest income on the bank’s own portfolio partly as a result decreas- ing the capital invested. Net interest and other banking income increased by 7.7% from Euro 125.4 million to Euro 134.2 million; it should be noted that the 2004 figures included Euro 6.1 million in income from recognizing the excess spread on the “Berica 5” securitization and Euro 2.8 million on the sale of junior notes relating to the “Berica 4” securitization, without which the increase in 2005 relative to 2004 would have been 16%. Operating costs rose by 7.8% in 2005; payroll costs increased by 4.1%, while other operating expenses, excluding indirect taxes, rose by 0.4%.

31 Adjustments for the impairment of loans were 82% higher at Euro 12.5 million, up from Euro 6.9 million, while amortization and depreciation charges went down from Euro 5.8 million to Euro 5.2 million.

Income before tax was 9.2% lower at Euro 28.9 million, down from Euro 31.8 million in 2004. Net income for the year increased by 3.3% from Euro 19.4 million to Euro 20 million, reflecting a lower tax charge in 2005 than in 2004 (down from Euro 12.4 million to Euro 8.8 million). This was attributable to a lower tax provision than on transition to IAS/IFRS in 2004 as a result of revaluing buildings for tax in 2005.

Nordest Merchant S.p.A.

This company embarked on a new set of activities in 2005 as a result of its partnership with Ban- ca Popolare di Vicenza and the 21 Investimenti Group whereby 21 Investimenti Partners S.p.A. took a 20% interest in Nordest Merchant S.p.A. and Banca Popolare di Vicenza acquired a 20% interest in 21 Investimenti Partners S.p.A. As a result, Nordest Merchant S.p.A. embarked on the business of acquisition financing. It has since obtained a number of engagements to provide advisory and consulting services for loan structuring and arrangement, for the restructuring of company debt and the organization of syndicated loans. The company closed 2005 with net income of Euro 3.9 million, compared with net income of Euro 28.6 thousand in 2004.

NEM SGR S.p.A. - Società di Gestione del Risparmio

NEM SGR S.p.A., a wholly-owned subsidiary of Nordest Merchant S.p.A., started to do business in 2005. This company, which operates in private equity, was incorporated in September 2004 in implementation of the partnership between Nordest Merchant S.p.A., Banca Popolare di Vicenza and the 21 Investimenti Group with the goal of creating and managing closed-end funds that invest in small and medium enterprises operating in the Banca Popolare di Vicenza Group’s area of influence. “NEM IMPRESE”, a closed-end investment fund for institutional investors amounting to Euro 30 million, was launched on 13 May 2005.The company closed 2005 with Euro 52.6 thousand in net income.

B.P.Vi. Fondi Società di Gestione del Risparmio S.p.A.

This company acts as the sole manager of customer portfolios within the Banca Popolare di Vi- cenza Group and supports the placement channels by training the sales network. As part of this activity, it has created 4 new types of mixed asset management lines (each con- taining a different proportion of equities) with the intent of completing the range of fund and security-based products available to retail customers. The goal this year was to strengthen and consolidate the team devoted to collective management after taking in-house the management of 6 open-ended mutual funds at the start of the year. The range of funds was not enlarged since priority was given to managing the existing ones. The company closed 2005 with net income of Euro 1.8 million compared with Euro 1.5 million in 2004, while total assets under management were valued at Euro 2,079 million, 14% higher than at the end of 2004.

32 BPV Finance (International) Plc

This company was formed in 1998 and operates out of Dublin’s International Financial Services Centre. In view of its streamlined, specialist structure, it concentrates on asset allocation, investing in securities issued in various countries and currencies; it also participates in syndicated lending transactions involving Italian and international customers, with a special emphasis on the foreign subsidiaries of Italian companies. The company closed 2005 with net income of Euro 5.2 million compared with Euro 4.7 million in 2004.

Vicenza Life Limited

This Irish company was set up at the beginning of 2000 as part of the bancassurance project and is now wholly owned by the Parent Bank. The insurance business performed well during 2005, generating net income of Euro 4.7 million compared with Euro 2.8 million the year before.

Berica Vita S.p.A.

This company was authorized to do insurance business in April 2004 by ISVAP (Italy’s insurance industry regulator). It worked on consolidating its operational structure and enlarging its product range during 2005.The company continued to sell Sector I products in the Berica Ener- gy range – distributed in the versions of Growth (single premium), Accumulation (recurring premium), Income (single premium and annual payment of revaluation) – and the Sector V product called Berica Power Accumulation. As far as Sector III is concerned, the company issued three index-linked policies in the first half of the year, known as Berica Indexation Two, Three and Four. One Sector IV product was launched, subscription to which was reserved for the company’s own employees. The results achieved and work carried out in the year confirm the validity of this enterprise and of the decision to develop together with the Group’s distributor banks timely solutions to customer insurance needs. The company closed the year with net income of Euro 1.4 million (Euro 430 thousand in 2004). The amount of premiums received increased by 86% on the prior year, reaching Euro 225 million compared with Euro 121 million in 2004.The number of active policies increased by 128% from 7,636 at the end of 2004 to 17,427 at 31 December 2005.

Immobiliare Stampa S.p.A.

This company purchased the Parent Bank’s real estate portfolio in 2002. It closed the year with net income of Euro 4.0 million (Euro 3.6 million in 2004). During 2005 the company was involved in providing the Parent Bank and Cassa di Risparmio di Prato S.p.A. with real estate services, as well as carrying out administrative activities relating to the lease of properties to group companies and third parties and relating to the management of properties leased by such companies.

Informatica Vicentina S.p.A.

This is the Group’s information services company. It closed the year with net income of Euro 441 thousand compared with Euro 16.9 thousand in 2004. 33 Servizi Bancari S.p.A.

This company, which provides back office services, was created as a result of transforming the legal form of Sec Solutions. It is a wholly-owned subsidiary of Informatica Vicentina. It closed the year with net income of Euro 104 thousand.

Information relating to the ownership and sale of treasury stock

Information relating to treasury stock of the Parent Bank and the companies included in the consolidation is provided in the explanatory notes.

Audit of the consolidated financial statements

The Parent Bank, as an issuer of widely-held securities, has had its statutory and consolidated financial statements audited by KPMG SpA, who were reappointed as the Group’s auditors for the three-year period 2005-2007 at the stockholders’ meeting held on 14 May 2005, with the ap- proval of the Board of Statutory Auditors.

Outlook for the rest of the year

The prospects for the world economy in coming months generally appear to be good even if the pace of growth can be expected to be slightly slower after the rapid development of recent years. Despite the sharp slowdown in GDP in the fourth quarter of 2005, the US economy will continue to have sustained growth (GDP 2006 +3.2%). The disappointing results in the fourth quarter of 2005 appear to represent a temporary lapse, as demonstrated by the strong upsurge in US consumer spending in the early part of 2006. The price of oil and the large rises in the price of raw materials, combined with strong demand by the still rapidly expanding Asian economies, are factors that will contribute to a new round of inflation, with the consequent pursuit of tight monetary policies by central banks. Even the euro-zone economy appears to be recovering, as confirmed by recent surveys reporting healthy growth in business and consumer confidence, to the point of being able to expect a forthcoming increase in industrial output and consumption. GDP should grow at a slightly faster pace in 2006 than in 2005. Even the Italian economy should improve in 2006, in line with the general European trend. GDP should grow by around 1%, on the strength of a recovery in exports and investments, while the growth in consumer spending is expected to be about the same as in 2005. As for the principal banking aggregates, the latest forecasts for the industry as a whole predict a continuation of the trend seen in 2005. More specifically, demand for loans by personal customers will continue to outpace average demand for bank loans in general, once again driven by the buoyancy of the long-term sector, even if starting to tail off relative to 2005. The demand for credit by the corporate sector will heavily depend on the strength of economic recovery and will report faster growth for longer-dated maturities. In terms of deposits, demand for liquidity by personal customers and businesses is expected to retreat due to the gradual shift towards products with higher risks/returns. Bank bonds are expected to continue their buoyant pattern of growth thanks to both growing demand by investors and the gradual lengthening of maturities in the loan book.

34 The effect of the ECB’s two recent rate rises will gradually filter through to bank lending rates during 2006 although to a lesser extent to borrowing rates, resulting in a slight improvement in spreads. As for the outlook for the Group, its good results in 2005 bode well for an equally satisfying performance in 2006, especially for the results from ordinary operations, thanks to additional growth in volumes and income from services and constant monitoring of costs. Management will continue to follow the strategies set out in the 2005-2007 Business Plan, completing the projects already started and taking the necessary steps for achieving the targets relating to growth, efficiency and profitability. The budget for 2006 has loans growing at basically the same rate as in 2005, while the growth in direct deposits will particularly focus on new eurobond issues offered to both customers and institutional investors. Indirect deposits are expected to grow largely at the same rate predicted for the industry as a whole. The Group’s growth targets should ensure a further small increase in market share, particularly in regions where it is a new entrant. The results from ordinary operations are expected to improve, thanks to the growth in volumes, the rise in rates which should produce a widening of spreads, and a generally stable contribution by services to income. Operating costs are expected to rise only marginally. The quality of credit is not expected to get worse, also in light of the signs of recovery witnessed in the early part of 2006.

35 REPORT OF THE BOARD OF STATUTORY AUDITORS ON THE 2005 CONSOLIDATED FINANCIAL STATEMENTS

Shareholders,

The consolidated financial statements at 31 December 2005, which were provided to us within the legal term, together with the accompanying tables and attachments and the report on operations, report net income for the year of Euro 125,770 thousand and consolidated stockholders’ equity pertaining to the Group, including net income for the year, of Euro 2,275,572 thousand.

As part of the duties required by law of the Board of Statutory Auditors, and bearing in mind the standards of conduct recommended by the Italian Accounting Profession, we have reviewed the form and contents of these financial statements, which have been prepared in accordance with the new international accounting standards (IAS/IFRS) required by EC Regulation 1606/2002 and adopted in Decree 38 of 28 February 2005, which states that the consolidated financial statements of banks and financial companies supervised by the Bank of Italy must be prepared in accordance with the new standards.

As a result, Banca Popolare di Vicenza has prepared its consolidated financial statements at 31 December 2005 in accordance with IAS/IFRS and with the instructions contained in the Bank of Italy’s Circular 262 of 22 December 2005 as part of its regulatory powers concerning the “technical form of financial statements of banks and financial companies”.

Details of the consolidation procedures, the new accounting standards and the scope of the consolidation are all provided in the explanatory notes to the consolidated financial statements.

The directors’ report on operations provides an adequate explanation of performance during the year and provides relevant information relating to the consolidated companies as far as the Group’s overall performance is concerned.

The explanatory notes to the consolidated financial statements contain details of the new accounting policies, as well as information on the contents of the balance sheet and income statement and other information required for the purposes of presenting a true and fair view of the Group’s balance sheet, income statement and financial position; appended to the explanatory notes is a detailed examination of the newly-adopted international accounting standards and a description of the effects of their adoption on the Group’s stockholders’ equity and net income; the Group has taken advantage of the exemption allowed by paragraph 39A of IFRS 1 from the requirement to restate comparative information for IAS 32 and IAS 39 relating to financial instruments.

We have checked that the resolutions approved and implemented by the Parent Bank affecting its subsidiaries were taken in accordance with the law and properly notified to the subsidiaries themselves.

Vicenza, 4 April 2006

Board of Statutory Auditors Giovanni Zamberlan Giacomo Cavalieri Laura Piussi

36 CONSOLIDATED FINANCIAL STATEMENTS

37 BANCA POPOLARE DI VICENZA GROUP BALANCE SHEET (in thousands of Euro)

Assets 12.31.2005 12.31.2004 (excluding IAS 32, 39 and IFRS 4) 10. Cash and balances with central banks 142,150 125,484 20. Financial assets held for trading 1,523,889 1,529,227 30. Financial assets at fair value 268,553 603,664 40. Financial assets available for sale 1,447,533 1,147,374 50. Financial assets held to maturity 53,770 30,035 60. Loans and advances to banks 1,402,393 850,223 70. Loans and advances to customers 14,839,128 12,005,453 80. Hedging derivatives 133 – 100. Equity investments 42,719 39,190 120. Property, plant and equipment 376,709 385,538 130. Intangible assets 492,602 494,075 of which: – goodwill 485,004 485,008 140. Tax assets 200,510 132,300 a) current 102,290 62,935 b) deferred tax assets 98,220 69,365 150. Non-current assets held for sale and discontinued operations – 568 160. Other assets 326,345 353,643

Total assets 21,116,434 17,696,774

38 Liabilities and stockholders’ equity 12.31.2005 12.31.2004 (excluding IAS 32, 39 and IFRS 4) 10. Deposits from banks 2,834,104 2,055,002 20. Due to customers 8,593,525 7,491,551 30. Debt securities in issue 4,093,625 3,726,107 40. Financial liabilities held for trading 534,440 211,008 50. Financial liabilities at fair value 1,566,276 1,529,526 60. Hedging derivatives 2,862 – 80. Tax liabilities: 162,341 160,025 a) current 110,105 102,261 b) deferred 52,236 57,764 100. Other liabilities 533,444 436,871 110. Provision for severance indemnities 87,165 81,654 120. Provisions for risks and charges: 89,344 97,804 a) pensions and similar commitments 46,324 45,047 b) other provisions 43,020 52,757 130. Technical reserves 278,223 127,478 140. Valuation reserves 231,695 167,938 160. Equity instruments 12,054 – 170. Reserves 179,109 202,598 180. Additional paid-in capital 1,543,127 1,074,058 190. Share capital 183,817 154,502 210. Minority interests (+/-) 65,513 62,996 220. Net income (loss) for the year (+/-) 125,770 117,656

Total Equity and Liabilities 21,116,434 17,696,774

39 BANCA POPOLARE DI VICENZA GROUP STATEMENT OF INCOME (in thousands of Euro)

12.31.2005 12.31.2004 (excluding IAS 32, 39 and IFRS 4) 10. Interest income and similar revenues 756,038 608,822 20. Interest expense and similar charges (314,288) (225,207) 30. Net interest income 441,750 383,615 40. Fee and commission income 293,510 247,093 50. Fee and commission expense (39,097) (22,616) 60. Net fee and commission income 254,413 224,477 70. Dividend and similar income 21,283 25,156 80. Net trading income 65,353 47,988 90. Net hedging gains (losses) (506) – 100. Gains (losses) on disposal or repurchase of: 7,247 227 a) loans and advances 2 4 b) financial assets available for sale 5,617 223 d) financial liabilities 1,628 – 110. Net change in financial assets and liabilities at fair value 629 (1) 120. Net interest and other banking income 790,169 681,462 130. Net impairment adjustments to: (102,439) (62,473) a) loans and advances (89,022) (62,051) b) financial assets available for sale (12,718) (160) d) other financial transactions (699) (262) 140. Net income from financial activities 687,730 618,989 150. Net premium income 340,414 291,100 160. Other insurance income (charges) (341,917) (283,476) 170. Net income from financial and insurance activities 686,227 626,613 180. Administrative costs: (509,907) (474,238) a) payroll (293,693) (268,996) b) Other administrative costs (216,214) (205,242) 190. Net provisions for risks and charges (12,051) (23,428) 200. Net adjustments to property, plant and equipment (15,365) (20,900) 210. Net adjustments to intangible assets (4,809) (2,271) 220. Other operating charges/income 55,942 70,507 230. Operating costs (486,190) (450,330) 240. Share of profit (loss) of equity investments 6,554 4,343 250. Net gains (losses) arising on fair value adjustments to property, plant and equipment and intangible assets 409 1,404 260. Adjustments to goodwill (2,572) – 270. Gains (losses) on disposal of investments 596 3,509 280. Profit (loss) from current operations before tax 205,024 185,539 290. Income taxes on current operations (74,114) (63,783) 300. Profit (loss) from current operations after tax 130,910 121,756 320. Net income (loss) for the year 130,910 121,756 330. Minority interests (5,140) (4,100) 340. Net income (loss) for the year pertaining to the parent bank 125,770 117,656 40

CHANGES IN CONSOLIDATED STOCKHOLDERS’ EQUITY AL 31.12.2004

Balance at Balance at Changes to Balance at Balance at Allocation of prior year results Changes in the year Equity at 31/12/2003 31/12/2003 opening 01/01/2004 01/01/2004 Group Reserves - Dividends Changes Changes Equity transactions Net income Net income 31/12/2004 Group Minority balances Group Minority reserves Minority and other in reserves in reserves Issue of Issue of Purchase Purchase Extraordinary Change Derivatives Stock (loss) (loss) Group Minority interests interests interests allocations Group Minority new shares new shares of treasury of treasury distribution in equity on treasury options for 2004 for 2004 interests interests Group Minority shares shares of dividends instruments shares Group Minority interests Group Minority interests interests

Share capital: 154,320 21,784 – 154,320 21,784 – – – – – 182 155 – – – – – – – – 154,502 21,939 a) ordinary shares 154,320 21,784 – 154,320 21,784 – – – – – 182 155 – – – – – – – – 154,502 21,939 b) Other shares – – – – – – – – – – – – – – – – – – – – – –

Share premium 1,070,554 3,148 – 1,070,554 3,148 – – – – – 3,504 619 – – – – – – – –1,074,058 3,767

Reserves: 154,987 19,678 50,765 202,925 22,505 – 682 (326) – – (1) 122 – – – – – – – – 202,598 23,309 a) from earnings 113,142 19,678 – 113,142 19,678 – 682 (326) – – (1) 122 – – – – – – – – 112,815 20,482 b) other 41,845 – 50,765 89,783 2,827 – – – – – – – – – – – – – – – 89,783 2,827

Valuation reserves: 46,298 3,478 128,024 167,938 9,862 – – – – 18 – – – – – – – – – – 167,938 9,880 a) available for sale – – – – – – – – – – – – – – – – – – – – – – b) cash flow hedges – – – – – – – – – – – – – – – – – – – – – – c) other 46,298 3,478 128,024 167,938 9,862 – – – – 18 – – – – – – – – – – 167,938 9,880 – property, plant and equipment – 128,024 121,640 6,384 – – – – – – – – – – – – – – – 121,640 6,384 – special revaluation laws 46,298 3,478 – 46,298 3,478 – – – – 18 – – – – – – – – – – 46,298 3,496

Equity instruments – – – – – – – – – – – – – – – – – – – – – –

Treasury shares – – – – – – – – – – – – – – – – – – – – – –

Net income (loss) for the year 49,368 2,669 – 49,368 2,669 – (682)(51,355) – – – – – – – – – – 117,656 4,101 117,656 4,101

Equity 1,475,527 50,757 178,7891,645,105 59,968 – – (51,681) – 18 3,685 896 – – – – – – 117,656 4,1011,716,752 62,996

Changes in reserves - Minority interests relating to “Share capital” reflects transactions in the share capital of subsidiary companies.

42 43 CHANGES IN CONSOLIDATED STOCKHOLDERS’ EQUITY AL 31.12.2005

Balance at Balance at Changes to Balance at Balance at Allocation of prior year results Changes in the year Equity at 31/12/2004 31/12/2004 opening 01/01/2005 01/01/2005 Group Reserves - Dividends Changes Changes Equity transactions Net income Net income 31/12/2005 Group Minority balances Group Minority reserves Minority and other in reserves in reserves Issue of Issue of Purchase Purchase Extraordinary Change Derivatives Stock (loss) (loss) Group Minority interests interests interests allocations Group Minority new shares new shares of treasury of treasury distribution in equity on treasury options for 2005 for 2005 interests interests Group Minority shares shares of dividends instruments shares Group Minority interests Group Minority interests interests

Share capital: 154,502 21,939 – 154,502 21,939 – – – – – 29,315 1,396 – – – – – – – – 183,817 23,335 a) ordinary shares 154,502 21,939 – 154,502 21,939 – – – – – 29,315 1,396 – – – – – – – – 183,817 23,335 b) Other shares – – – – – – – – – – – – – – – – – – – – – –

Share premium 1,074,058 3,767 – 1,074,058 3,767 – – – – – 469,069 197 – – – – – – – –1,543,127 3,964

Reserves: 202,598 23,309 (94,097)111,252 20,558 66,833 1,350 900 – – 124 1,409 – – – – – – – – 179,109 23,317 a) from earnings 112,815 20,482 – 112,815 20,482 31,212 1,350 900 – – – 1,401 – – – – – – – – 144,927 23,233 b) other 89,783 2,827 (94,097)(1,563) 76 35,621 – – – – 124 8 – – – – – – – – 34,182 84

Valuation reserves: 167,938 9,880 (7,039)161,055 9,724 – – – 70,640 33 – – – – – – – – – – 231,695 9,757 a) available for sale – – (7,039)(6,883) (156) – – – 70,640 (5) – – – – – – – – – – 63,757 (161) b) cash flow hedges – – – – – – – – – – – – – – – – – – – – – – c) other 167,938 9,880 – 167,938 9,880 – – – – 38 – – – – – – – – – – 167,938 9,918 – property, plant and equipment 121,640 6,384 – 121,640 6,384 – – – – 22 – – – – – – – – – – 121,640 6,406 – special revaluation laws 46,298 3,496 – 46,298 3,496 – – – – 16 – – – – – – – – – – 46,298 3,512

Equity instruments – – 12,280 12,280 – – – – (226) – – – – – – – – – – – 12,054 –

Treasury shares – – – – – – – – – – – – – – – – – – – – – –

Net income (loss) for the year 117,656 4,101 – 117,656 4,101 (66,833)(1,350) (53,574) – – – – – – – – – – 125,770 5,140 125,770 5,140

Equity 1,716,752 62,996 (88,856)1,630,803 60,089 – – (52,674) 70,414 33 498,508 3,002 – – – – – – 125,770 5,1402,275,572 65,513

Changes in reserves - Minority interests relating to “Share capital” reflects transactions in the share capital of subsidiary companies.

44 45 CONSOLIDATED CASH FLOW STATEMENT AT 31.12.2005 (in thousands of Euro)

A. OPERATING ACTIVITIES 31/12/2005

1. Operations 374,782

– Interest income collected (+) 756,038 – Interest expense paid (-) (314,288) – Dividend and similar income 21,283 – Net fee and commission income (+/-) 254,413 – Payroll costs (-) (264,873) – Net premium income (+) 340,414 – Other insurance income (charges) (+/-) (166,977) – Other costs (-) (222,039) – Other revenues (+) 70,594 – Taxation (-) (99,783) – profit (loss) after tax on non-current assets held for sale (+/-) –

2. Liquidity generated/absorbed by financial assets (4,021,386)

– Financial assets held for trading (21,627) – Financial assets at fair value (124,466) – Financial assets available for sale (355,838) – Loans and advances to customers (2,990,591) – Loans and advances to banks: demand (390,618) – Loans and advances to banks: other receivables (158,420) – Other assets 20,174

3. Liquidity generated/absorbed by financial liabilities 3,266,706

– Deposits from banks: demand 107,969 – Deposits from banks: other payables 673,156 – Due to customers 1,089,526 – Debt securities in issue 667,102 – Financial liabilities held for trading 323,432 – Financial liabilities at fair value 282,695 – Other liabilities 122,826

Net liquidity generated/absorbed by operating activities (379,898)

46 B. INVESTING ACTIVITIES

1. Liquidity generated by 12,896

– Disposal of equity investments 700 – Dividends collected on equity investments – – Disposal/redemption of financial assets held to maturity – – Disposal of property, plant and equipment 11,862 – Disposal of intangible assets 334 – Disposal of subsidiary companies and business divisions –

2. Liquidity absorbed by (56,661)

– Purchase of equity investments (9,597) – Purchase of financial assets held to maturity (23,735) – Purchase of property, plant and equipment (17,093) – Purchase of intangible assets (6,236) – Purchase of subsidiary companies and business divisions –

Net liquidity generated/absorbed by investing activities (43,765)

C. FUNDING ACTIVITIES – Issue/purchase of treasury shares 489,254 – Issue/purchase of equity instruments – Distribution of dividends and other purposes (48,925)

Net liquidity generated/absorbed by funding activities 440,329

NET LIQUIDITY GENERATED/ABSORBED IN THE YEAR 16,666

RECONCILIATION

Captions 31/12/2005

Cash and cash equivalents at the beginning of the year 125,484

Net liquidity generated/absorbed in the year 16,666

Cash and cash equivalents: effect of changes in exchange rates –

Cash and cash equivalents at the end of the year 142,150

The consolidated statement of cash flows presented above, prepared using the “direct” method envisaged by IAS 7, reports the “cash flows” from operating, investing and financing activities in 2005 alone since, making an election allowed by para. 36A of IFRS 1, the Group has decided not to present comparative information regarding the financial instruments covered by IAS 32 and 39.

For completeness, the consolidated statement of cash flows for 2004 is presented below, based on financial information prepared in accordance with Decree 87/92. 47 CONSOLIDATED CASH FLOW STATEMENT AT 31.12.2004 (in thousands of Euro)

Per completezza di informazioni si riporta di seguito il rendiconto finanziario consolidato relati- vo all’esercizio 2004 predisposto sulla base dei valori di bilancio conformi alle disposizioni di cui all’ex D.Lgs. n. 87/92.

Application of funds:

31/12/04 a) Application of funds generated from operations: 233,263 – Dividends distributed by the Parent Bank 50,419 – Use of reserves 30,019 – Writebacks to securities 5,675 – Writebacks to equity investments 57,688 – Use of the reserve for possible loan losses 3,957 – Other changes in the reserve for possible loan losses 116 – Use of provisions for severance indemnities 7,997 – Other changes in the provision for severance indemnities 3,910 – Use of provision for pensions 3,100 – Use of the provision for taxation 41,160 – Other changes in the provision for taxation 11,939 – Use of other provisions for risks and charges 16,400 – Other changes in other provisions for risks and charges 883 – Use of the reserve for general banking risks – b) Increase in funds invested: 8,125,556 – Cash and cash equivalents 23,988 – Due from banks 112,729 – Loans to customers 1,561,588 – Securities purchased 6,066,093 – Other increases in securities 52,239 – Equity investments purchased 21,527 – Other increases in equity investments 15,499 – Goodwill arising on consolidation – – Goodwill arising on application of the equity method 953 – Intangible fixed assets purchased 76,518 – Other increases in intangible fixed assets 1,446 – Tangible fixed assets purchased 36,812 – Other increases in tangible fixed assets 3,400 – Other assets 111,020 – Accrued income and prepaid expenses 41,744 c) Decrease in deposits: 80,771 – Public funds administered – – Other liabilities 80,771

Total application of funds 8,439,590

48 Application of funds:

31/12/04 a) Funds generated from operations: 406,746 – Net income for the year 67,683 – Net adjustments to loans 20,164 – Net adjustments to securities – – Net adjustments to equity investments – – Net adjustments to tangible and intangible fixed assets 117,077 – Provision to the reserve for possible loan losses – – Other changes in the reserve for possible loan losses – – Provision for severance indemnities 13,627 – Other changes to the provision for severance indemnities 3,713 – Provision for pensions 3,918 – Other changes in the provision for pensions – – Provisions for taxation 79,442 – Other changes in the provision for taxation 4,088 – Other provisions for risks and charges 24,042 – Other changes in other provisions for risks and charges 823 – Provision to the reserve for general banking risks 41,500 – Increases in capital 182 – Additional paid-in capital 3,504 – Reserves 26,983 b) Increases in deposits: 2,016,613 – Deposits from banks 122,803 – Due to customers 880,783 – Public funds administered 79 – Securities issued 928,720 – Accrued expenses and deferred income 19,119 – Subordinated liabilities 63,099 – Minority interests 2,010 c) Decrease in funds invested: 6,016,231 – Deposits from banks – – Sale of securities 5,889,132 – Other decreases in securities 77,248 – Disposal of equity investments 2,991 – Other decreases in equity investments 23,706 – Goodwill arising on consolidation 15,007 – Goodwill arising on application of the equity method – – Disposal of intangible fixed assets 59 – Other decreases in intangible fixed assets 664 – Disposal of tangible fixed assets 7,028 – Other decreases in tangible fixed assets 396 – Treasury stock –

Total source of funds 8,439,590

EXPLANATORY NOTES

Form and content of the consolidated financial statements

Part A – Accounting policies

Part B – Information on the consolidated balance sheet

Part C – Information on the consolidated income statement

Part D – Segment information

Part E – Information on risks and related hedging policy

Part F – Information on consolidated stockholders’ equity

Part G – Combinations of companies and businesses

Part H – Related-party transactions

Part I – Payment agreements based on own capital instruments

51 PART A ACCOUNTING POLICIES

A. 1 – GENERAL INFORMATION

Section 1 – Declaration of conformity with IFRS

The consolidated financial statements consist of the balance sheet, the income statement, the statement of changes in stockholders’ equity, the statement of cash flows and these explanatory notes, accompanied by the report of the Board of Directors, have been prepared in accordance with the international accounting standards IAS/IFRS adopted into Italian law pursuant to recent EC Regulations, commencing from EC Regulation 1725/03.

Section 2 – Basis of preparation

The consolidated financial statements are prepared on a going concern basis and with reference to the general criteria listed below: – true and fair view; – matching principle; – comparability principle; – no-offset principle, except where specifically allowed; – principle of substance over form; – prudence principle.

The consolidated financial statements have been prepared in accordance with the formats and rules contained in Bank of Italy Circular 262 dated 22 December 2005. Additional information, considered necessary to give a true and fair view of the financial statements, has also been provided even if not specifically required by law.

The amounts contained in the balance sheet, the income statement, the statement of changes in stockholders’ equity, the statement of cash flows and these explanatory notes are, except where indicated otherwise, stated in thousands of euro. The roundings have been made in accordance with the related regulations.

Section 3 – Scope of consolidation and methodology

The carrying value of investments consolidated on a line-by-line basis, including their assets and liabilities, off-balance sheet transactions, as well as income and expenses, is eliminated against the related interest in their stockholders’ equity at the time they were acquired or consolidated for the first time. Any differences are allocated, as far as possible, to the assets and liabilities of the consolidated companies concerned and residual amounts are reported as “Goodwill”.

Investments in joint ventures and associates are valued using the equity method, adjusting their carrying values to reflect the Group’s interest in the stockholders’ equity reported in their financial statements at the time they were acquired or consolidated for the first time. Differences emerging at the time investments are first consolidated, where not attributable to specific asset and liability captions, are allocated to “Goodwill”. Subsequent changes are allocated to equity investments, with the matching entry to the “Income (loss) from investments” caption of the income statement.

Equity investments classified as “non-current assets and groups of assets available for sale” in compliance with IFRS 5, are carried at the lower of their book or fair value net of selling costs.

52 Dividends distributed within the Group are reversed back to reserves since the related income was recognized by the individual companies in prior years.

Receivables, payables, income and expenses arising from transactions between Group companies are eliminated, except where insignificant.

The balance sheets and statements of income used for consolidation purposes are those approved by the Boards of Directors of the individual companies as of 31 December 2005. The financial statements prepared in accordance with IAS/IFRS were used directly while, for companies that prepared their financial statements under Italian GAAP, balance sheets and income statements were prepared in accordance with the accounting policies adopted by the Parent Bank.

Investments in companies carried at equity are stated with reference to the stockholders’ equity reported in their 2004 financial statements, if their financial statements for the current year have not yet been approved.

53 1. Equity investments in subsidiary companies and joint ventures

Name Location Nature of holding Investment details (1) Holder % interest held A. COMPANIES A.1 COMPANIES CONSOLIDATED LINE-BY-LINE 1. BANCA POPOLARE DI VICENZA Share capital Euro 183,816,738 in shares of par value Euro 3 VICENZA Parent Bank 2. CASSA DI RISPARMIO DI PRATO SpA Share capital Euro 103,300,000 in shares of par value Euro 51.65 PRATO 1 B. Pop. Vicenza 79.00 3. BANCA NUOVA SpA Share capital Euro 28,542,876 in shares of par value Euro 3 PALERMO 1 B. Pop. Vicenza 98.74 4. IMFurnitureARE STAMPA SpA Share capital Euro 125,000,000 in shares of par value Euro 500 VICENZA 1 B. Pop. Vicenza 100.00 5. BPV FINANCE INTERNATIONAL PLC Share capital Euro 103,291 in shares of par value Euro 1 DUBLIN 1 B. Pop. Vicenza 99.99 6. NORDEST MERCHANT SpA Share capital Euro 30,977,734 in shares of par value Euro 0.737565 VICENZA 1 B. Pop. Vicenza 80.00 7. NEM SGR SpA Share capital Euro 5,000,000 in shares of par value Euro 1 VICENZA 1 Nordest Merchant 100.00 8. VICENZA LIFE LTD Share capital Euro 12,696,982 in shares of par value Euro 20 DUBLIN 1 B. Pop. Vicenza 100.00 9. BERICA VITA SpA Share capital Euro 16,000,000 in shares of par value Euro 10 VICENZA 1 B. Pop. Vicenza 99.00 B. Nuova 1.00 10. B.P.VI FONDI SGR SpA Share capital Euro 10,000,000 in shares of par value Euro 5 VICENZA 1 B. Pop. Vicenza 100.00 11. INFORMATICA VICENTINA SpA Share capital Euro 100,000 in shares of par value Euro 50 VICENZA 1 B. Pop. Vicenza 100.00 12. SERVIZI BANCARI SpA Share capital Euro 250,000 in shares of par value Euro 1 VICENZA 1 B. Pop. Vicenza 100.00 13. PRESTINUOVA SpA Share capital Euro 8,000,000 in shares of par value Euro 1 PALERMO 1 B. Pop. Vicenza 10.00 B. Nuova 90.00 A.2 COMPANIES CONSOLIDATED ON A PROPORTIONAL BASIS

Key: (1) Nature of holding: 1 = majority of voting rights at ordinary stockholders’ meeting 2 = dominant influence at ordinary stockholders’ meeting 3 = agreements with other stockholders 4 = other forms of control 5 = coordinated control under art. 26.1 of Decree 87/92 6 = coordinated control under art. 26.2 of Decree 87/92 7 = joint control

54 As allowed by para. 38 of IAS 31, the investment in the Linea Group has been valued using the equity method since it is jointly controlled by the Parent Bank.

Section 4 – Subsequent events

The principal events that have taken place after the end of the year are summarized below.

In order to finance the growth in lending and optimize funding, especially given the strong growth in residential mortgages, on 24 January 2006 the Group announced the securitization of another portfolio of residential mortgages, referred to as Berica 6 RMBS, totaling more than 1.4 billion euro, arranged by Banca Popolare di Vicenza (997 million euro), Banca Nuova (240 million euro) and Cariprato (191 million euro). This is the sixth securitization arranged by the BPVI Group, involving the securitization of loans totaling about 3.7 billion euro over the past 5 years or so. Berica 6 was well received in European markets due to the excellent quality of the securitized portfolio, the proven reliability of the three banks within the BPVI Group and the improvements made to the structuring of this transaction. This was demonstrated by the excep- tional level of demand in the first few days of placement, enabling the operation to benefit from extremely low costs with respect to similar transactions carried out in Europe.

Given the failure of the public offer presented by Unipol, an insurance company, for the purchase of Banca Nazionale del Lavoro, the stockholders’ agreement signed on 18 July 2005 between the Parent Bank and Unipol, regarding the shares in BNL held by Banca Popolare di Vi- cenza, was terminated by mutual consent in February 2006. This agreement granted Unipol a call option over the BNL shares held by Banca Popolare di Vicenza and included a lock up preventing the Parent Bank from transferring these shares prior to the outcome of the takeover bid made by Unipol.

Again in February 2006, the Parent Bank signed a contract with BNP Paribas S.A. under which the parties respectively agreed to sell and purchase part of the Parent Bank’s holding in BNL (75,000,000 ordinary shares) at a price of 2.925 euro per share. The completion of this transaction is subject to the outcome by 30 June 2006 of certain future events, including the receipt of authorizations from the Bank of Italy and the Antitrust Authority, as well as from all other competent authorities including the Bank of France. By selling only a part of its holding in BNL, the Parent Bank has prudently retained a significant number to service the bond that is convertible into BNL shares “Exchangeable Notes due 2009”.

As part of activity to strengthen the Parent Bank’s position in the field of consumer credit, a further 15.76% interest in the share capital of Linea SpA was purchased in February 2006 following the exit of Cofinoga, an industrial partner (linked with the Lafayette Group and the BNP Paribas Group). This transaction, matched at the same time by Banco Popolare di Verona e No- vara which acquired an identical interest from this French shareholder, involved investment by the Parent Bank of 47.3 million euro to raise its holding from 32.20% to 47.96%.

On 16 February 2006, the Board of Directors of the Parent Bank considered the proposal for strategic and operational collaboration presented by Banca Popolare di Intra and granted a joint exploratory mandate to the Chairman and General Management to evaluate with the counterpart possible alternatives to the proposals suggested by Banca Popolare di Intra. The Board of Directors of the Parent Bank has subordinated all decisions regarding this proposed strategic collaboration to the outcome of these contacts, establishing at the same time that no action will be taken unless agreed with the counterpart.

55 Lastly, in view of the recent stockmarket prices for shares in Banca Italease, the call option granted in the past over the Parent Bank’s entire holding was exercised in March 2006, realizing a capital gain of 25.4 million euro.

Section 5 – Other matters

As discussed in the section of the Report on Group Operations dedicated to the transition to international accounting standards, the transition date selected for the first-time adoption of IAS 32 and 39 and IFRS 4 was 1/1/2005, as allowed by para. 36A of IFRS 1. Accordingly, the explanatory notes do not provide comparative information for 2004 with regard to the application of these accounting standards. To the extent possible and having regard for the decisions taken on first-time adoption (FTA), the financial instruments held at 31/12/2004 and the related economic effects have been reclassified into the various categories envisaged by IAS 39, in the balance sheet, the income statement, the statement of cash flows and certain tables within the explanatory notes, even though they have still been valued in the previous manner, in accordance with Decree 87/92. Information on the Group’s adoption of IAS/IFRS and the effects of FTA on the economic and financial position, prepared in accordance with IFRS 1, is provided in a special attachment which is an integral part of these explanatory notes.

The consolidated financial statements have been audited by KPMG SpA, an independent firm of auditors.

56 A.2 – PART RELATING TO THE PRINCIPAL FINANCIAL STATEMENT CAPTIONS

This section describes the accounting policies adopted for the preparation of the consolidated financial statements as of 31 December 2005.

ASSETS

1. Financial assets held for trading

Classification

This caption comprises the financial statements held for trading in the short term; specifically: • debt securities, whether listed or unlisted, held for trading; • listed equity instruments held for trading; • unlisted equity instruments held for trading, but only if their fair value can be determined on a reliable basis; • asset-backed debt securities (ABS), “senior” or “mezzanine”, issued by special-purpose vehi- cles (SPV) as part of securitizations by the Parent Bank or by third parties; • structured securities; • units in mutual funds and sicavs held for trading; • derivative contracts with a positive fair value at the reporting date, except for contracts that are designated as effective hedging instruments; if the fair value of a derivative contract subsequently becomes negative it is recorded as a financial liability.

Derivative contracts include “implicit” derivatives consisting of the derivative component embedded in a primary financial instrument, known as the “host contract”, and forward transactions in currencies, securities, goods and precious metals. An implicit derivative is recognized separately from the underlying contract when all of the following conditions are satisfied: 1. its economic and risk characteristics are not closely correlated with those of the “host” instrument; 2. the separated embedded instrument meets the definition of a derivative; 3. the hybrid instrument is not carried at fair value through the income statement; and the structured instrument (host contract plus implicit derivative) is not classified in this category or among the “financial assets at fair value”.

Financial instruments are designated as financial assets held for trading upon initial accounting recognition. They cannot be reclassified subsequently.

Recognition

The initial recognition of financial assets held for trading takes place: on the settlement date for debt securities, equity instruments and units in mutual funds and sicavs; on the subscription date for derivative contracts.

Financial assets held for trading are initially recognized at their fair value and the transaction costs and/or income directly attributable to them are not recognized. The fair value of instruments acquired on market terms is represented by their purchase cost.

57 Measurement and recognition of components affecting the income statement

Subsequent to initial recognition, financial assets held for trading are stated at fair value through the income statement. IAS 39 defines fair value as “the amount for which an asset could be exchanged, or a liability settled, between knowledgeable, willing parties in an arms’-length transaction”. Fair value is determined as follows: – the “quoted market price” of financial instruments traded in an “active market”; – the prices struck in over-the-counter markets or, otherwise, using generally accepted internal pricing models, if the financial instruments are not traded in an “active market”.

If the fair value of financial assets cannot be determined on a reliable basis, they are stated at cost.

Gains and losses realized on sale or redemption and unrealized gains and losses deriving from changes in the fair value of financial assets held for trading are classified in the “net trading profit (loss)” caption of the income statement, together with the effect of measuring foreign currency assets and liabilities.

Derecognition

Financial assets held for trading are derecognized when the contractual rights over the related cash flows expire or when the financial asset is transferred together with substantially all the contractual risks and benefits associated with its ownership.

2. Financial assets at fair value

Classification

This caption comprises the assets or groups of assets designated at fair value through the income statement, under the fair-value option (FVO) envisaged by IAS 39. In particular, the FVO is used when it eliminates or significantly reduces accounting imbalances deriving from the inconsistent recognition of financial instruments that are correlated (natural hedges)) or covered by derivative contracts which, due to difficulties and complexities, cannot be recog- nised as hedges. The FVO is also used in the presence of an implicit derivative that meets certain conditions. This avoids separating it from the host instrument by stating the entire financial instrument at fair value.

Recognition, measurement, derecognition and recording of components affecting the income statement

The recognition, measurement, derecognition and recording of the components affecting the income statement of financial assets at fair value are discussed above in relation to “financial assets held for trading”.

58 3. Financial assets held to maturity

Classification

This category comprises non-derivative debt instruments quoted in “active markets”, with fixed maturities and fixed or determinable payments, which the Group intends and is able to hold until maturity. These include debt securities with maturities/residual lives of not less than 24 months which comply with the quantitative limits established at Group level, as authorized by the Board of Directors of the Parent Bank.

Recognition

The initial recognition of financial assets held to maturity takes place on the settlement date. The financial assets classified in this category are recorded at fair value upon initial recognition, as uplifted by any directly-attributable acquisition costs.

Measurement and recognition of components affecting the income statement

Subsequent to initial recognition, financial assets held to maturity are measured at amortised cost, using the effective interest method. Profits and losses relating to these assets held to maturity are recorded in the income statement at the time of derecognition. An impairment test is carried out at the reporting date to check for objective evidence of any loss in value. Any losses identified are charged to the income statement. If the reasons for such losses cease to apply due to events subsequent to the write-down, the original amounts are reinstated by crediting the related write-backs to the income statement.

The interest income on these financial assets is determined using the effective interest method.

Derecognition

Financial assets held to maturity are derecognized when the contractual rights over the related cash flows expire or when the financial asset is transferred together with substantially all the contractual risks and benefits associated with its ownership.

4. Available-for-sale financial assets

Classification

This caption comprises the non-derivative financial assets that are not classified in the foregoing categories or as “receivables”. Accordingly, this is a residual category that includes: • unlisted equity instruments; • securities that guarantee transactions arranged with third parties, if not classified elsewhere; • units in mutual funds and sicavs, unless originally attributed to the portfolio of financial assets held for trading; • “junior” asset-backed debt securities (ABS) issued by SPVs as part of securitizations by the Parent Bank or by third parties; • equity investments that do not represent interests in subsidiaries, associates or joint ventures; • other debt and equity instruments that cannot be classified into the above categories.

59 Recognition

The initial recognition of available-for-sale (AFS) financial assets takes place on the settlement date. The financial assets classified in this category are recorded at fair value upon initial recognition, as uplifted by any directly-attributable acquisition costs.

Measurement and recognition of components affecting the income statement

Subsequent to initial recognition, AFS financial assets are stated at fair value; the profits and losses deriving from any changes in fair value are recorded in a specific equity reserve until the financial assets concerned are derecognized, or transferred or a permanent impairment of value is recognized.

If an AFS financial asset becomes permanently impaired, the accumulated unrealized losses deferred to equity are released to the “impairment adjustment of AFS financial assets” caption of the income statement. Write-backs of AFS financial instruments are credited to the income statement if they are debt securities or to stockholders’ equity if they are equity instruments. Write-backs do not exceed the amortized cost that the instrument would have had in the ab- sence of earlier write-downs.

Fair value is determined on the basis described in relation to financial assets held for trading.

If the fair value of financial assets cannot be determined on a reliable basis, they are stated at cost.

The interest income on these financial assets is determined using the effective interest method.

Any exchange gains or losses on AFS financial assets are recorded in the income statement if they relate to monetary items (e.g. debt securities) and as part of stockholders’ equity if they relate to non-monetary items (e.g. equity instruments).

Derecognition

AFS financial assets are derecognized when the contractual rights over the related cash flows expire or when the financial asset is transferred together with substantially all the contractual risks and benefits associated with its ownership.

60 5. Loans to customers

Classification

Loans to customers include short and long-term finance granted directly to customers or purchased from third parties, which is repayable on fixed or determinable dates and is not quoted in an active market.

This category also includes unlisted debt securities acquired on initial placement, where the lending element prevails over the investment element, and the purchase essentially represents the granting of a loan.

Recognition

The initial recognition of a loan takes place on the grant date or, in the case of debt securities, on the settlement date, with reference to the fair value of the financial instrument. This is the amount paid out, or the subscription price, including the directly-related and determinable costs and commissions applying from the start of the transaction. Costs with the above characteristics are excluded if they are reimbursable by the borrower or represent normal internal administrative costs.

Measurement and recognition of components affecting the income statement

Subsequent to initial recognition, loans to customers are measured at amortized cost. This is their initially-recorded value as decreased/increased by repayments of principal, write- downs/write-backs and the amortization – determined using the effective interest method – of the difference between the amount paid out and that repayable on maturity, which typically represents costs/income directly attributable to the individual loans. The effective interest rate is the rate that discounts the flow of estimated future payments over the expected duration of the loan so as to obtain exactly the net book value at the time of initial recognition, which includes directly-related transaction costs and all fees paid or received between the contracting parties. This financial method of accounting distributes the economic effect of costs/income over the expected residual life of each loan. Estimates of the flows and the contractual duration of the loan take account of all contractual clauses that could influence the amounts and due dates (such as early repayments and the various options that can be exercised), but without considering any expected losses on the loan. The initially-recognized effective interest rate (the “original” rate) is always used to discount expected cash flows and to determine amortized cost subsequent to initial recognition. The amortized cost method is not applied to short-term loans, since the discounting effect would be negligible, and these are therefore stated at historical cost. The same measurement criterion is applied to loans without a fixed repayment date or which are repayable upon demand. In addition, an analysis is performed to identify any problem loans for which there is objective evidence of possible impairment. This category includes loans classified as “non-performing”, “watchlist”, “restructured” or “overdue or overdrawn for more than 180 days”, as defined by the supervisory regulations.

Non-performing loans are evaluated on a case-by-case basis, regardless of the amounts involved.

Watchlist and restructured loans in excess of 150,000 euro are assessed on a case-by-case basis, while the remaining positions are evaluated on an overall basis, grouping them into categories with similar characteristics in terms of lending risk, considering the technical form of the loan, 61 the counterpart and the type of guarantees given.

The adjustment to the value of each loan represents the difference between its amortized cost (or historical cost for short-term and demand loans) at the time of measurement and the discounted value of the related future cash flows, determined using the original effective interest rate.

Key elements in determining the present value of future cash flows include the estimated realizable value of any available guarantees, the expected timing of recoveries and the forecast loan-recovery costs. Cash flows relating to loans due to be recovered in the short term are not discounted.

In particular, the approach taken to determining the recoverable value of non-performing loans depends on their amount: • up to 25,000 euro, the positions are analyzed case-by-case but are not discounted, since they are frequently not taken to court, but sold after the usual attempts to obtain recovery on an amicable basis - these loans generally remain in this category for not more than 12/18 months, representing the short term; • from 25,000 euro to 150,000 euro, the positions are analyzed on a case-by-case basis to estimate the amount recoverable, which is discounted over the average recovery period, as determined with reference to historical-statistical information; • amounts exceeding 150,000 euro are analyzed on a case-by-case basis to estimate the amount recoverable, which is discounted over the likely recovery period, as determined by the responsible business functions;

Watchlist and restructured loans exceeding 150,000 euro are analyzed on a case-by-case basis to estimate the amount recoverable, which is discounted over the likely recovery period, as determined by the responsible business functions. Watchlist and restructured loans falling below the above threshold, and higher amounts that are not subject to specific lending risk, are assessed on an overall basis that considers the estimated future cash flows, as adjusted for the expected losses determined using probability of default (PD) and loss given default (LGD) parameters. The resulting cash flows are discounted using the original effective rate for each loan outstanding at the reporting date.

Loans overdue and/or overdrawn for more than 180 days are evaluated on an overall basis that considers the estimated future cash flows, as adjusted for the expected losses determined using probability of default (PD) and loss given default (LGD) parameters. With regard to these financial statements, the historical information available is insufficient to model this phenomenon and, accordingly, suitable PD and LGD parameters have been applied to reflect the higher risk associated with the above loans with respect to “performing” loans.

Loans for which no objective evidence of loss has been individually identified, i.e. performing loans, including those to residents in countries at risk, are subjected to impairment testing on an overall basis. This assessment is performed by grouping loans into categories that reflect a similar degree of lending risk. The related loss percentages are then estimated with reference to historical information, in order to measure the inherent loss for each category of loan. The estimated future cash flows are determined using probability of default (PD) and loss given default (LGD) parameters and the resulting flows are discounted using the effective rate for each loan.

The write-down is represented by the difference between the amortized cost, or historical cost, of the loans in each category and the corresponding estimated recoverable amounts.

The provision made for an impaired loan can only be reversed if the credit quality has im- 62 proved to the extent that timely recovery of the principal and interest, with respect to the original terms for the loan contract, is reasonably certain, or if the amount actually recovered exceeds the amount estimated previously. Write-backs include the positive effect of discounting adjustments made due to the progressive reduction in the estimated time required to re- cover the related loans.

No write-downs are recorded in relation to loans represented by repurchase agreements, since they are not subject to lending risk, or to loans to non-profit organizations and local and public administrations.

Adjustments, net of previous provisions and the partial or total recovery of amounts previously written down, are recorded in the “net adjustments for the impairment of loans” caption of the income statement.

Derecognition

Loans are derecognized as assets when they are deemed to be unrecoverable or are transferred together with substantially all the related risks and benefits.

6. Due from banks

Classification

This caption comprises unlisted financial assets due from banks (current accounts, guarantee deposits, debt securities, etc.) that have been classified in the loan portfolio. The balance includes amounts due from Central Banks, other than unrestricted deposits (e.g. the compulsory reserve).

Reference is made to the loans to customers caption for information on the recognition, measurement, derecognition and recording of these amounts.

7. Hedging derivatives

Classification

This caption reports the derivative contracts designated as effective hedging instruments which have a positive fair value at the reporting date.

Derivative contracts are intended to neutralize possible losses on certain elements or groups of elements due to a given risk (e.g. a rise in interest rates), via the generation of profits if the events associated with that risk should actually occur.

Derivatives not held for hedging purposes are classified as “financial assets held for trading”.

At the time that a hedging derivative is arranged, the Group classifies it as one of the following types of hedge: • fair value hedge of a given asset or liability: the objective is to hedge the exposure to changes in fair value of an item caused by given risks;

63 • cash flow hedge attributable to a particular asset or liability: the objective is to hedge the exposure to changes in the future cash flows associated with an item caused by given risks; • hedge of the effects of an investment denominated in foreign currency: the objective is to hedge the risks associated with investing in a foreign operation denominated in foreign currency.

The derivative instrument is classified as a hedge if it has been formally designated as such, there is a documented relationship between the hedged instrument and the hedging instrument, and it is effective – prospectively and retrospectively – both at the start of the hedge and throughout its life.

A hedge is considered effective if the hedging instrument is able to generate a cash flow or a change in fair value that is consistent with that of the hedged instrument. More precisely, the hedge is effective when changes in the fair value (or cash flows) of the hedging instrument neutralize the changes in the hedged instrument, deriving from the risk being hedged, within an interval of 80%-125%.

The effectiveness of the hedge is assessed at the start of the hedge and throughout its life and, in particular, on each reporting date, using: • prospective tests that justify the adoption of hedge accounting by showing the expected effectiveness of the hedge in future periods; • retrospective tests that show the effectiveness of the hedge during the reference period.

If the checks do not confirm the effectiveness of the hedge, the hedge accounting described above is terminated and the related derivative contract is reclassified among the “financial assets held for trading”.

In addition, transactions are no longer classified as hedges if: • the hedge created by the derivative ceases; • the derivative expires, is sold, terminated or exercised; • the hedged item is sold, expires or is redeemed; • the hedge no longer meets the criteria to qualify for hedge accounting.

The derivative instruments designated as hedges under Italian GAAP have been almost entirely reclassified as “financial assets held for trading” on the first-time adoption of IAS/IFRS, since they represent operational hedges, or to the financial assets at fair value caption, following exercise of the fair value option.

Recognition

The initial recognition of hedging derivatives takes place when their fair value is determined.

Measurement and recognition of components affecting the income statement

Subsequent to initial recording, hedging derivatives are stated at fair value on the basis described below: • in the case of fair value hedges, changes in the value of the hedged instrument and the hedging instrument are reflected in the income statement, in order to offset effectively changes in the fair value of the hedged item against the opposite changes in the fair value of the hedging 64 instrument. Any difference, representing the ineffective portion of the hedge, therefore represents the net economic effect of the hedge; • in the case of cash flow hedges, changes in the fair value of the derivative are recorded in stockholders’ equity, to the extent that the hedge is effective, and are only released to the income statement when the related cash flows are actually generated by the hedged item. If the hedge is not effective, changes in the fair value of the hedging contract are recorded in the income statement; • hedges of investments denominated in foreign currency are recorded in the same way as cash flow hedges.

Derivatives valued in accordance with the fair value option are stated at fair value through the income statement.

Hedging instruments only consist of derivative contracts, excluding therefore any internal deals or other types of financial instrument.

The fair value of derivatives is determined with reference to prices published on regulated markets or provided by operators, to option pricing models (making assumptions based on market and economic conditions), or to generally accepted models for the discounting of future cash flows.

Derecognition

Hedging derivatives are derecognized as assets if they are transferred together with substantially all the related risks and benefits. If the hedge becomes ineffective, the hedge accounting described above ceases and the derivative contract is reclassified among the “financial assets held for trading”.

8. Equity investments

Classification

This caption comprises the investments in joint ventures and associated companies valued using the equity method. The other investments in equity instruments held by the Group are classified in the “financial assets available for sale” caption.

Recognition

Equity investments are valued using the equity method.

Measurement criteria

Changes in the Group’s interest in the stockholders’ equity of company between one accounting period and another are recorded as “profits/losses on equity investments” with a matching entry to the “equity investments” account.

65 Derecognition

Equity investments are derecognised on expiry of the contractual rights over the related financial flows, or when the investment is sold with the transfer of essentially all the related risks and benefits of ownership.

Recognition of components affecting the income statement

Consistent with IAS 18, dividends are recorded when the stockholders’ right to receive them is established, which is subsequent to the related resolution adopted by the stockholders of the declaring company.

9. Property, plant and equipment

Classification

This caption comprises the fixed assets held for use in the generation of income, for rent or for administrative purposes, such as land, business property, investment property, installations, furniture, furnishings and all types of equipment.

Business property is that held for the provision of services or for administrative purposes, while investment property is that owned to earn rental income and/or with a view to capital appreciation.

Property, plant and equipment also includes leasehold improvements, if they can be separated from the related assets (if these items are expected to generate future benefits, but are not func- tionally and operationally independent, they are classified as “other assets” and depreciated over the expected useful life of the improvements or the residual lease period, whichever is shorter).

Amounts paid in advance to acquire and restructure assets not yet used for productive purposes are capitalized, but not depreciated.

Property, plant and equipment that meets the conditions specified in IFRS 5 are classified as “non-current assets and groups of assets held for sale”.

Recognition

Property, plant and equipment are initially recorded at cost, including all directly attributable costs of bringing them to working condition. Expenditure that improves an asset or increases the future economic benefits expected from the asset is allocated to the asset concerned and depreciated over its remaining useful life.

Measurement and recognition of components affecting the income statement

Subsequent to initial recognition, property, plant and equipment are stated at cost, net of accumulated depreciation and any impairment write-downs, consistent with the “cost model” described in para. 30 of IAS 16.

Property, plant and equipment are systematically depreciated over their useful lives on a straight-line basis, except for: 66 • land, whether acquired separately or included in the value of buildings, which is not depreciated since it has an unlimited useful life. With regard to free-standing properties, the value of the land is separated from the value of the related buildings by internal and/or independent expert appraisals, unless this information is directly available from the purchase contract; • works of art, which are not depreciated since they normally have an indefinite useful life and their value is likely to increase over time; • investment properties, which are stated at fair value in accordance with IAS 40.

The investment properties covered by IAS 40 are stated at the market value determined by independent appraisals and changes in their fair value are recorded in a specific account within the income statement.

The depreciation charge for assets acquired during the year is determined on a daily basis from the time they enter into service. The depreciation charge for assets sold and/or retired during the year is determined on a daily basis up to the date of disposal and/or retirement.

At each reporting date, if there is evidence that the value of an asset may be impaired, its carrying value is compared with its recoverable value, being either its fair value net of any selling costs or its value in use, represented by the present value of the future cash flows to be generated by the asset, whichever is greater. Any adjustments are recorded in the “net adjustments to the value of property, plant and equipment” caption of the income statement. If the reasons for recognizing an impairment loss cease to apply, the consequent write-back cannot cause the value of the asset to exceed its net book value (after depreciation) had no impairment losses been recognized in prior years.

Derecognition

A fixed asset is derecognized upon disposal or when it is retired from use on a permanent basis and no economic benefits are expected from its disposal.

10. Intangible assets

Classification

This caption reports non-monetary assets without physical form that have the following characteristics: • identifiability, • control over the assets concerned, • existence of future economic benefits.

If any one of these characteristics is missing, the related purchase or internally-generated cost is expensed in the year incurred.

Intangible assets include, in particular, applications software used for a number of years and other identifiable intangible assets over which the Group has legal or contractual rights.

This caption also includes goodwill, representing the positive difference between the purchase cost and the fair value of assets and liabilities acquired as a result of business combinations. In particular, an intangible asset is recorded as goodwill when the positive difference between the fair value of the net assets acquired and their purchase cost (including related charges) rep- 67 resents the ability of the investment to generate future earnings. If this difference is negative (badwill) or if the goodwill is not justified by the acquired company’s ability to generate future earnings, the difference is recorded directly in the income statement.

Recognition

Intangible assets are initially recorded at cost, including any directly-related charges.

Measurement criteria

Subsequent to initial recognition, intangible assets are stated at cost, net of accumulated amortization and any impairment losses, in accordance with the “cost model” described in para. 74 of IAS 38.

Intangible assets are amortized systematically each year on a straight-line basis over their estimated useful lives. The amortization charge for assets acquired during the year is determined on a daily basis from the time they enter into service. The amortization charge for those sold and/or retired during the year is determined on a daily basis up to the date of disposal and/or retirement.

Assets with an indefinite useful life, such as goodwill, are not amortized but are subjected to periodic impairment testing of the fairness of their carrying value, as required by IAS 36. Any reductions in value, representing the difference between the recorded value of the asset and its recoverable value, are charged to the “adjustment of goodwill” caption of the income statement.

Derecognition

Intangible assets are eliminated from the balance sheet if no future economic benefits are expected or on disposal.

11. Non-current assets held for sale

Classification

This caption comprises all the non-current assets and groups of assets held for sale pursuant to IFRS 5, as well as those assets and groups of assets whose book value will principally be recovered through sale rather than via continuous use.

Measurement criteria

These assets are measured at the lower of their carrying value or their fair value, net of selling costs, except for the following assets which continue to be valued in accordance with the related accounting policies: • deferred tax assets; • assets deriving from employee benefits; • financial instruments; • investment property.

68 Recognition of components affecting the income statement

Income (interest income, dividends etc.) and expenses (interest expense, depreciation etc.) relating to “groups of assets” and related liabilities held for sale are classified, net of the related current and deferred taxation, in the “profit (loss) from groups of assets held for sale, net of taxation” caption of the income statement. Income and expenses relating to “individual, non-current assets” held for sale continue to be recorded in the captions concerned.

69 LIABILITIES AND EQUITY

1. Due to customers, deposits from banks and debt securities in issue

Classification

Due to customers, deposits from banks and debt securities in issue include the various forms of customer and interbank funding, together with the funds gathered by issuing various types of bond and certificates of deposit, net of any amounts repurchased by the Bank. This caption also includes securities which are due at the balance sheet date but have not yet been redeemed.

Recognition

These financial liabilities are initially recorded on receipt of the amounts collected or on the issue of the debt securities. They are initially measured at the fair value of the liabilities, usually corresponding to the amount collected or the issue price, plus any additional costs/proceeds directly attributable to the individual funding transaction or issue and not reimbursed by the creditor. Internal administrative costs are excluded. The implicit derivatives embedded in the above financial liabilities are separated and valued in accordance with IAS 32 and 39.

Measurement criteria

Following initial recognition, the above financial liabilities are stated at amortized cost using the effective interest method, except that short-term liabilities continue to be stated at nominal value since the effect of discounting is negligible.

Derecognition

Financial liabilities are derecognized when they expire or are settled. Derecognition also applies when issued securities are repurchased, even if this acquisition is only temporary. Any differences between the book value of the derecognized liability and the amount paid is recorded in the “profit/loss from disposal or repurchase” caption of the income statement. If, subsequent to repurchase, the Bank places its own securities back in the market, this transaction is treated as a new issue and the liabilities is recorded at the new placement price.

2. Financial liabilities held for trading

Classification

This caption comprises all the financial liabilities, regardless of their technical form (debt securities, loans etc.), that are classified in the trading portfolio. This caption includes the negative value of trading derivatives and the negative value of implicit derivatives embedded in hybrid contracts but not closely correlated with them, that are, accordingly, separated from the “host” instrument, as well as the negative value of derivative contracts covered by application of the fair value option. 70 It also includes the liabilities originating from the technical mismatches generated by trading in securities.

Measurement criteria

All trading liabilities are stated at fair value, determined on the basis described in the paragraph on “financial assets held for trading”.

3. Financial liabilities at fair value

Classification

This caption comprises those financial liabilities or groups of financial liabilities stated at fair value through the income statement, following exercise of the fair value option (FVO) envisaged by IAS 39.

At the reporting date, this caption comprises own bonds hedged by derivative contracts, as well as bonds with an embedded implicit derivative contract that has not been separated out.

Recognition, measurement, derecognition and recording of the effects on the income statement The recognition, measurement, derecognition and recording of the effects on the income statement of the above financial liabilities are described in the earlier paragraph on “financial assets at fair value”.

4. Hedging derivatives

This caption reports the financial derivatives designated as effective hedging instruments which have a negative fair value at the balance sheet date. The recognition, measurement, derecognition and recording of the related effects on the income statement are described in the paragraph on the corresponding asset caption.

5. Liabilities associated with non-current assets held for sale

Reference is made to the paragraph on “non-current assets and groups of assets held for sale”.

6. Provision for severance indemnities

IFRIC has determined that the provision for severance indemnities is a “post-employment benefit” and, accordingly, is covered by IAS 19. As a consequence, the year-end actuarial valuation of this caption was carried out with reference to earned benefits using the projected unit credit method. This method involves the projection of future payments with reference to historical and statistical analyses and probabilities, adopting suitable demographic techniques. The discounting rate used is determined with reference to the spot rate curve, identified from conditions in the Italian market for government securities, and to the average residual working life of bank employees. Actuarial gains/losses are recognized using the corridor method.

71 7. Provisions for risks and charges

In accordance with IAS 37, the provisions for risks and charges reflect known obligations (legal or implicit) deriving from past events, the settlement of which is likely to involve the use of economic resources whose timing and extent are uncertain, on condition that a reliable estimate can be made of the amount needed to settle them. If settlement of the liability is likely to be deferred and the effect of discounting would be significant, the provisions are discounted using current market rates. Provisions are classified in the “net provisions for risks and charges” caption of the income statement.

8. Equity instruments

This caption reports the carrying value of bonds convertible into treasury shares, determined in accordance with IAS 32, since these represent equity instruments other than share capital and reserves.

9. Deferred tax assets and liabilities

Current and deferred income taxes are calculated in accordance with current fiscal legislation. Income taxes are recorded in the income statement, except for the captions credited or debited directly to stockholders’ equity.

The provision for income taxes represents a prudent estimate of the current tax charge and the related changes in deferred tax assets and liabilities. In particular, deferred tax assets and liabilities are determined with reference to temporary differences between the book value of assets and liabilities and their values for fiscal purposes. Deferred tax assets are recognized if they are likely to be recoverable, determined with reference to the Group’s ongoing ability to generate taxable income.

Deferred tax assets and liabilities are recorded in the balance sheet as, respectively, “Tax assets” and “Tax liabilities”, on an open account basis without offset.

Changes in deferred tax assets and liabilities are recorded in the income statement, except for those relating to gains or losses on AFS financial assets and to changes in the fair value of derivative instruments that hedge future cash flows or investments denominated in foreign currencies, which are recorded directly to stockholders’ equity net of taxation.

In accordance with para. 52b of IAS 12, no provision for deferred taxation has been recorded in relation to the reserves and revaluation surpluses that are in suspense for tax purposes, since their distribution is not envisaged; in this regard, the Group has not carried out, and has no short or medium-term plans to carry out, any activities which could give rise to the payment of deferred taxes.

10. Liabilities deriving from insurance products

IFRS 4 distinguishes between insurance contracts covered by IFRS 4 and financial contracts covered by IAS 39 with reference to the presence, or otherwise, of a significant insurance risk i.e. a pre-existing, non-financial risk transferred from the insured party to the insurer. In the appropriate circumstances, the insurance element can be separated from products deemed to be financial products. 72 Liabilities deriving from products which, under IFRS 4, qualify as insurance products are classified in the “Technical reserves” caption and measured in accordance with Italian legal requirements.

Liabilities deriving from products which, under IFRS 4, qualify as financial products in which the insurer has discretion in the determination of performance (discretionary participation fea- ture - DPF) are classified in the “Technical reserves” caption and measured in accordance with Italian legal requirements. The effects on stockholders’ equity of the unrealized gains/losses on the AFS financial assets underlying DPF products are recorded in the “Technical reserves” caption, to the extent that they derive from application of the shadow accounting method.. Unrealized gains/losses on securities assigned to the separate administration are allocated based on the ratio of technical interest recognized to insured parties to the net income for the year of the separate administration.

This coefficient is applied to the unrealized gains/losses after having adjusted them for any differences between the carrying values of the separate administration and the related book values.

The liabilities deriving from products which, under IFRS 4, qualify as financial products, are classified as “Financial liabilities at fair value”, with the separation of the insurance element.

Other information

1. Treasury shares

Treasury shares acquired by the Group are deducted from stockholders’ equity. No profit or loss deriving from the purchase, sale, issue or cancellation of treasury shares is booked to the income statement. Differences between the purchase and selling prices for these transactions are booked to equity.

Any costs incurred for the purchase of treasury shares are deducted from stockholders’ equity, on condition that they are marginal costs directly attributable to these transactions that would not otherwise have been incurred.

2. Transactions in foreign currency

Foreign currency transactions are initially recognized in euro, by translating the foreign currency amount using the exchange rate prevailing on the date of the transaction.

Foreign currency assets and liabilities are subsequently translated to euro using period-end exchange rates. With regard to repurchase agreements and derivative contracts denominated in foreign currencies, reference is made to the paragraphs on financial assets and liabilities held for trading.

Exchange differences deriving from the settlement of monetary items or from the translation of monetary items using rates other than the initial translation rate, or the closing rate at the end of prior periods, are recorded in the “net trading income” caption of income statement for the period, to the extent that they relate to foreign currency assets and liabilities other than those carried at fair value, those whose fair value and cash flows are hedged, and hedging derivatives.

73 3. Repurchase agreements

Repurchase agreements are treated as loans against securities and the amounts received and paid are recorded as payables and loans. In particular, spot sales with forward repurchases are recorded as a payable for the spot amount collected, while spot purchases with forward resales are recorded as a receivable for the spot amount paid. The cost of borrowing and income from lending, comprising interest coupons on securities and the differential between the spot and forward prices for such securities, are recorded as interest in the income statement. These transactions do not determine movements in the securities portfolio.

4. Criteria for determining fair value

The following criteria are used to determine the fair value of securities:

• Securities listed on active markets: The fair value of financial instruments listed on active markets is represented by the following prices: – equity instruments and debt securities listed on the exchange managed by Borsa Italia: the official price on the last trading day of the reference period; – equity instruments and debt securities listed on foreign stock exchanges: the official price (or other equivalent price) on the last day of the reference period; – units in mutual funds and sicavs: the official price (or other equivalent price) of the units on the last day of the reference period.

• Securities not listed on an active market: The fair value of financial instruments not listed on active markets is represented by the following prices: – the price supplied by other sources of information, such as Bloomberg, where available and reliable; – if the Bloomberg price is not available, other sources / valuation techniques are used, such as: · for Italian debt securities: the present value of the cash flows expected from the securities concerned, determined with reference to current yields at year end for securities with similar maturities being, more specifically: - the swap rates for fixed-rate securities; - the effective gross yield on CCTs (treasury certificates) with the same residual maturity, for floating-rate securities. Determination of the fair value of Italian debt securities takes account of any “counterparty risk” and/or “liquidity risk”; accordingly, the price of the security determined using the above methodology is adjusted by the credit spread that reflects the credit risk associated with the issuer; · for foreign debt securities: the last ICMA price recorded during the reference period; · for shares in cooperative banks: the latest price set by the Board of Directors/Stock- holders’ Meeting of the issuing bank; · for units in mutual funds and sicavs: the latest unit price communicated by the management company; · for capital accumulation insurance policies: the redemption value determined in accordance with the issue regulations. equity instruments not listed on an “active market” whose fair value cannot be determined reli- ably on the above basis are valued at cost, as adjusted to take account of any significant impairment of value.

74 The following criteria are used to determine the fair value of derivative contracts:

– derivative contracts traded on organized markets: their fair value is deemed to be their market price on the last trading day of the year; – “over the counter” derivative contracts: their fair value is deemed to be their market value at the reference date, determined as follows with reference to the type of contract concerned: • contracts on interest rates: market value is represented by the so-called “replacement cost”, determined by discounting back to the expected settlement dates, the differences between flows at contract rates and flows at market rates, calculated on an objective basis, current at year-end for equivalent residual maturities; • option contracts on securities and other instruments: market value, represented by the theoretical premium at the reference date, is determined by using the Black & Scholes formu- la, or other equivalent methods; • forward currency transactions: market value is determined using the forward exchange rate current at the above date, for maturities corresponding to those of the transactions concerned; • forward transactions in securities, goods and precious metals: market value is represented by the “forward” price current at the above date, for maturities corresponding to those of the underlying asset.

The fair value of over-the-counter contracts is determined by adjusting their market value, if positive, by the credit risk associated with the counterpart.

The fair value of investments in equity instruments classified as “AFS financial assets” is determined as follows: – for investments in companies listed in “active markets”: fair value is taken to be their market price on the last trading day of the year; – for investments in companies not listed in “active markets”: if significant, fair value is taken to be the value established by independent appraisals, where available, or otherwise the related interest held in the stockholders’ equity reported in the latest approved financial statements; insignificant equity investments are carried at cost.

75 PART B INFORMATION ON THE CONSOLIDATED BALANCE SHEET

ASSETS

Section 1

Cash and balances with central banks - Line item 10

1.1 Cash and balances with central banks: analysis

12/31/2005 12/31/2004 a) Cash 142,150 125,484 b) Unrestricted deposits with central banks – –

Total 142,150 125,484

76 Section 2

Financial assets held for trading – Line item 20

2.1 Financial assets held for trading: breakdown by type

Items/Amounts 12/31/2005 Listed Unlisted

A. Cash assets 1. Debt securities 672,731 37,619 2. Equities 233,096 – 3. Mutual funds 3,636 86,074 4. Loans – – 5. Impaired loans – – 6. Assets sold but not eliminated from the balance sheet – –

Total A 909,463 123,693

B. Derivatives 1. Financial derivatives – 490,733 2. Credit derivatives – –

Total B – 490,733

Total (A+B) 909,463 614,426

77 2.2 Financial assets held for trading: analysis by debtor/issuer

Items/Amounts 12/31/2005

A. CASH ASSETS

1. Debt securities 710,350 a) Governments and central banks 197,187 b) Other public entities – c) Banks 104,816 d) Other issuers 408,347

2. Equities 233,096 a) Banks 172,308 b) Other issuers: 60,788 – insurance companies 6,201 – financial companies 5,384 – non-financial companies 49,203 – other –

3. Mutual funds 89,710

4. Loans – a) Governments and central banks – b) Other public entities – c) Banks – d) Other issuers –

5. Impaired loans – a) Governments and central banks – b) Other public entities – c) Banks – d) Other issuers –

6. Assets sold but not eliminated from the balance sheet – a) Governments and central banks – b) Other public entities – c) Banks – d) Other issuers –

Total A 1,033,156

B. DERIVATIVES a) Banks 353,403 b) Customers 137,330

Total B 490,733

Total (A+B) 1,523,889

78 2.3 Financial assets held for trading: derivatives

Type of derivatives/Underlying assets Interes Currency Variable-yield Loans Other 12/31/2005 rates and gold securities

A) Listed derivatives 1.Financial derivatives –––––– a) With exchange of capital–––––– – Options purchased –––––– – Other derivatives–––––– b) Without exhange of capital –––––– – Options purchased –––––– – Other derivatives–––––– 2.Credit derivatives –––––– a) With exchange of capital–––––– b) Without exhange of capital ––––––

Total A ––––––

B. Unlisted derivatives 1. Financial derivatives 411,579 26,925 52,152 – 77 490,733 a) With exchange of capital 4,442 26,925 2,430 – – 33,797 – Options purchased 4,442 26,304 2,430 – – 33,176 – Other derivatives – 621 – – – 621 b) Without exhange of capital 407,137 – 49,722 – 77 456,936 – Options purchased 143,383 – 49,722 – – 193,105 – Other derivatives 263,754 – – – 77 263,831 2.Credit derivatives –––––– a) With exchange of capital–––––– b) Without exhange of capital ––––––

Total B 411,579 26,925 52,152 – 77 490,733

Total (A+B) 411,579 26,925 52,152 – 77 490,733

79 Section 3

Financial assets at fair value - Line item 30

3.1 Financial assets at fair value: breakdown by type

Items/Amounts 12/31/2005 Listed Unlisted

1. Debt securities – 166,419 2. Equities – – 3. Mutual funds – 102,134 4. Loans – – 5. Impaired loans – – 6. Assets sold but not eliminated from the balance sheet – –

Total – 268,553

Cost – 266,817

“Debt securities” include junior securities totaling Euro 39,602 thousand deriving from securitizations carried out by the Group in prior years, which are measured at fair value using a financial-mathematical model, developed together with an independent specialist firm of consultants, that measures the performance of the assets underlying these securities. These valuations were based on the results of the individual underlying transactions at the reference date, using specific assumptions about the principal variables that affect performance (rate of early loan repayments, rate of recognition of non-performing loans, percentage of expected losses, etc.). The application of the fair value option to these securities reduces the mismatch with the related back-to-back swaps arranged as part of the securitizations which, as shown by the above models, are highly correlated with the junior securities. This caption also includes the securities held by the Group’s insurance companies, which are measured at fair value in order to eliminate the mismatch with the related reserves.

80 3.2 Financial assets at fair value: analysis by debtor/issuer

Items/Amounts 12/31/2005

1. Debt securities 166,419 a) Governments and central banks – b) Other public entities – c) Banks 127,357 d) Other issuers 39,062

2. Equities – a) Banks – b) Other issuers: – – insurance companies – – financial companies – – non-financial companies – – other –

3. Mutual funds 102,134

4. Loans – a) Governments and central banks – b) Other public entities – c) Banks – d) Other issuers –

5. Impaired loans – a) Governments and central banks – b) Other public entities – c) Banks – d) Other issuers –

6. Assets sold but not eliminated from the balance sheet – a) Governments and central banks – b) Other public entities – c) Banks – d) Other issuers –

Total 268,553

81 Section 4

Financial assets available for sale - Line item 40

4.1 Financial assets available for sale: breakdown by type

Items/Amounts 12/31/2005 Listed Unlisted

1. Debt securities 855,925 151,380 2. Equities 306,631 101,130 3. Mutual funds 4,456 28,011 4. Loans – – 5. Impaired loans – – 6. Assets sold but not eliminated from the balance sheet – –

Total 1,167,012 280,521

82 4.2 Financial assets available for sale: analysis by debtor/issuer

Items/Amounts 12/31/2005

1. Debt securities 1,007,305 a) Governments and central banks 357,676 b) Other public entities 4,640 c) Banks 158,299 d) Other issuers 486,690

2. Equities 407,761 a) Banks 318,583 b) Other issuers: 89,178 – insurance companies 2,635 – financial companies 45,390 – non-financial companies 29,500 – other 11,653

3. Mutual funds 32,467

4. Loans – a) Governments and central banks – b) Other public entities – c) Banks – d) Other issuers –

5. Impaired loans – a) Governments and central banks – b) Other public entities – c) Banks – d) Other issuers –

6. Assets sold but not eliminated from the balance sheet – a) Governments and central banks – b) Other public entities – c) Banks – d) Other issuers –

Total 1,447,533

83 4.3 Financial assets available for sale: hedged assets

Items/Type of hedging Hedged assets 12/31/2005 Fair value Cash flows

1. Debt securities – – 2. Equities 20,657 – 3. Mutual funds – – 4. Loans – – 5. Portfolio – –

Total 20,657 –

Hedged assets comprise the shares held in Italease SpA classified as “AFS financial assets” which are hedged against “price risk” via a zero-cost collar.

4.4 Financial assets available for sale: assets with specific hedges

Items/Amounts 12/31/2005

1. Financial assets with specific fair value hedge 20,657 a) Interest rate risk – b) Price risk 20,657 c) Exchange risk – d) Credit risk – e) Multiple risks – 2. Financial assets with specific cash flow hedge – a) Interest rate – b) Exchange rate – c) Other –

Total 20,657

84 Section 5

Financial assets held to maturity - Line item 50

5.1 Financial assets held to maturity: breakdown by type

Type of transaction/Amounts 12/31/2005 Book value Fair value

1. Debt securities 53,770 53,869 2. Loans – – 3. Impaired loans – – 4. Assets sold but not eliminated from the balance sheet – –

Total 53,770 53,869

5.2 Financial assets held to maturity: analysis by debtor/issuer

Type of transaction/Amounts 12/31/2005

1. Debt securities 53,770 a) Governments and central banks 10,655 b) Other public entities – c) Banks 4,915 d) Other issuers 38,200

2. Loans – a) Governments and central banks – b) Other public entities – c) Banks – d) Other issuers –

3. Impaired loans – a) Governments and central banks – b) Other public entities – c) Banks – d) Other issuers –

4. Assets sold but not eliminated from the balance sheet – a) Governments and central banks – b) Other public entities – c) Banks – d) Other issuers –

Total 53,770

There were no significant disposals/reclassifications of financial instruments classified in this caption during the year.

85 Section 6

Loans and advances to banks - Line item 60

6.1 Loans and advances to banks: breakdown by type

Type of transaction/Amounts 12/31/2005 12/31/2004

A. Deposits with central banks 63,895 102,354 1. Time deposits – – 2. Compulsory reserve 63,895 83,722 3. Repurchase agreements – – 4. Other – 18,632 B. Due from other banks 1,338,498 747,869 1. Current accounts and sight deposits 365,780 287,631 2. Time deposits 457,745 299,325 3. Other loans 514,972 160,912 4. Debt securities – – 5. Non-performing loans 1 1 6. Assets sold but not eliminated from the balance sheet – –

Total (book value) 1,402,393 850,223

Total (fair value) 1,402,393 850,223

86 Section 7

Loans and advances to customers - Line item 70

7.1 Loans and advances to customers: breakdown by type

Type of transaction/Amounts 12/31/2005 12/31/2004

1. Current accounts 3,955,105 3,851,268 2. Repurchase agreements 5,079 108,299 3. Mortgage loans 6,239,792 4,680,466 4. Credit cards, personal loans and assignments of one-fifth of salary 301,824 153,383 5. Finance leases – – 6. Factoring – – 7. Other transactions 3,518,604 3,001,283 8. Debt securities 32,927 33,078 9. Non-performing loans 166,648 177,676 10. Assets sold but not eliminated from the balance sheet 619,149 –

Total (book value) 14,839,128 12,005,453

Total (Fair value) 15,054,833 n.a.

The assets transferred but not derecognized relate to mortgages transferred as part of the securitization known as “Berica 5 Residential MBS”, which do not satisfy the IAS 39 requirements for derecognition and have been “written back” to the financial statements as of 1/1/2005.

87 7.2 Loans and advances to customers: analysis by debtor/issuer

Type of transaction/Amounts 12/31/2005 12/31/2004

1. Debt securities: 32,927 33,078 a) Governments – – b) Other public entities – – c) Other issuers 32,927 33,078 – non-financial companies – – – financial companies 32,927 33,078 – insurance companies – – – other – –

2. Loans to: 14,020,404 11,794,699 a) Governments 2 1 b) Other public entities 47,668 39,179 c) Other parties 13,972,734 11,755,519 – non-financial companies 8,546,757 7,734,072 – financial companies 981,012 863,980 – insurance companies 24 – – other 4,444,941 3,157,467

3. Non-performing loans 166,648 177,676 a) Governments – – b) Other public entities – – c) Other parties 166,648 177,676 – non-financial companies 125,178 111,863 – financial companies 269 381 – insurance companies – – – other 41,201 65,432

4. Assets sold but not eliminated from the balance sheet 619,149 – a) Governments – – b) Other public entities – – c) Other parties 619,149 – – non-financial companies – – – financial companies – – – insurance companies – – – other 619,149 –

Total 14,839,128 12,005,453

88 Section 8

Hedging derivatives - Line item 80

8.1 Hedging derivatives: analysis by type of contract and underlying asset

Type of derivatives/Underlying assets Interes Currency Equities Loans Other 12/31/2005 rates and gold

Total A ––––––

B. Unlisted derivatives 1. Financial derivatives – – 133 – – 133 a) With exchange of capital – – 133 – – 133 – Options purchased – – 133 – – 133 – Other derivatives–––––– b) Without exhange of capital –––––– – Options purchased –––––– – Other derivatives–––––– 2.Credit derivatives –––––– a) With exchange of capital–––––– b) Without exhange of capital ––––––

Total B – – 133 – – 133

Total A + B – – 133 – – 133

89 8.2 Hedging derivatives: analysis by hedged portfolio and type of hedge (book value)

Transaction/Type of hedge Fair value Cash flow Specific Generic Specific Generic Interest Exchange Credit Price Multiple rate risk risk risk risk risks

1. Financial assets available for sale – – – 133 – x – x 2. Receivables – – – x – x – x 3. Financial assets held to maturity x – – x – x – x 4. Portfolio x x x x x – x –

Total assets – – – 133 – – – –

1. Financial liabilities – – – x – x – x 2. Portfolio x x x x x – x –

Total liabilities ––––––––

The hedging derivatives presented in the above tables comprise the put option acquired in relation to the zero cost collar that hedges the price risk on the shares in Italease SpA classified as “AFS financial assets”.

90 Section 9

Remeasurement of financial assets backed by general hedges - Line item 90

This section is not used.

91 Section 10

Equity investments - Line item 100

10.1 Equity investments in companies under joint control (carried at equity) and those over which significant influence is exercised: disclosures

Name Location Type of relationship Type of investment Parent company % held

1. LINEA SpA1 Share capital Euro 30,000,000 in shares of par value Euro 10 MILAN 1 B. Pop. Vicenza 32.20 2. SEC SERVIZI SCpA Share capital Euro 14,437,800 in shares of par value Euro 0.52 PADUA 2 B. Pop. Vicenza 47.11 B.Nuova 1.66 Cariprato 1.02 3. 21 INVESTIMENTI PARTNERS SpA Share capital Euro 4,250,000 in shares of par value Euro 1 TREVISO 2 B. Pop. Vicenza 20.00 4. MAGAZZINI GENERALI MERCI E DERRATE SpA Share capital Euro 1,241,317 in shares of par value Euro 5.17 VICENZA 2 B. Pop. Vicenza 25.00 5. NUOVA MERCHANT SpA Share capital Euro 500,000 in shares of par value Euro 1 ROME 2 B.Nuova 20.00 6. INTERPORTO DELLA TOSCANA CENTRALE Share capital Euro 12,075,000 in shares of par value Euro 0.21 PRATO 2 Cariprato 20.00 Total

1 Linea SpA is valued using the equity method in the consolidated financial statements.

Key: (1) = joint control (2) = significant influence

The percentage interest in equity also reflects the voting rights at stockholders’ meetings.

92 10.2 Equity investments in companies under joint control and those over which significant influence is exercised: accounting information

Name Total Total Net profit Equity1 Consolidated Fair assets evenues (loss) book value value

A. COMPANIES VALUED AT EQUITY A.1 Under joint control 1. LINEA SpA Share capital Euro 30,000,000 in shares of par value Euro 10 2,634,226 253,982 14,142 79,135 25,481 n.a. A.2 Associated companies (subject to significant influence) 1. SEC SERVIZI SCpA Share capital Euro 14,437,800 in shares of par value Euro 0,52 101,369 112,027 – 25,951 13,195 n.a. 2. 21 INVESTIMENTI PARTNERS SpA Share capital Euro 4,250,000 in shares of par value Euro 1 8,897 1,918 447 8,517 1,339 n.a. 3. MAGAZZINI GENERALI MERCI E DERRATE SpA2 Share capital Euro 1,241,317 in shares of par value Euro 5,17 2,099 1,332 (5) 1,565 391 n.a. 4. NUOVA MERCHANT SpA Share capital Euro 500,000 in shares of par value Euro 1 1,192 1,067 69 569 114 n.a. 5. INTERPORTO DELLA TOSCANA CENTRALE Share capital Euro 12,075,000 in shares of par value Euro 0,21 41,736 2,252 (1,394) 14,706 2,199 n.a. A. TOTAL COMPANIES VALUED AT EQUITY 42,719 B. COMPANIES CONSOLIDATED ON A PROPORTIONAL BASIS –

1 the amounts include the net income (loss) for the year; 2 the amounts reported in the table relate to the financial statements as of 31 December 2004 approved by the company’s board of directors.

The balance sheets and income statements used for consolidation purposes were those approved by the Boards of Directors of the individual companies as of 31 December 2005; The financial statements prepared in accordance with IAS/IFRS were used directly while, for companies that prepared their financial statements under Italian GAAP, balance sheets and income statements were prepared in accordance with the accounting policies adopted by the Parent Bank.

The investment in 21 Investimenti Partners SpA is recorded at the value reflected in the draft 2005 financial statements, while the holdings in Nuova Merchant SpA, Magazzini Generali e Derrate SpA and Interporto della Toscana Centrale SpA are stated at the equity values reported in respective 2004 financial statements.

93 10.3 Equity investments: changes during the year

12/31/2005 12/31/2004

A. Opening balance 39,190 22,678

B. Increases 9,597 17,077 B.1 Purchases 9,597 16,932 B.2 Write-backs – – B.3 Revaluations – – B.4 Other changes – 145 C. Decreases 6,068 565 C.1 Sales – 460 C.2 Write-downs – – C.3 Other changes 6,068 105

D. Closing balance 42,719 39,190

E. Total revaluations – –

F. Total write-downs – –

The “other changes” in caption C.3 mainly relate to the effect of valuing Sec Servizi SCpA, Lin- ea SpA and 21 Investimenti Partners SpA using the equity method.

94 Section 11

Technical reserves borne by reinsurers - Line item 110

This section is not used.

95 Section 12

Property, plant and equipment - Line item 120

12.1 Property, plant and equipment: analysis of assets carried at cost

Assets/Values 12/31/2005 12/31/2004

A. Assets used in business 1.1 Owned 328,359 334,172 a) Land 61,953 64,153 b) Buildings 187,926 191,481 c) Furniture 50,674 50,317 d) IT equipment 4,991 4,979 e) Other 22,815 23,242 1.2 Purchased under finance leases 372 – a) Land – – b) Buildings – – c) Furniture – – d) IT equipment – – e) Other 372 –

Total A 328,731 334,172

B. Investment property 2.1 Owned – – a) Land – – b) Buildings – – 2.2 Purchased under finance leases – – a) Land – – b) Buildings – –

Total B – –

Total A+B 328,731 334,172

96 12.2 Property, plant and equipment: analysis of assets carried at fair value or revalued

Assets/Values 12/31/2005 12/31/2004

A. Assets used in business 1.1 Owned – – a) Land – – b) Buildings – – c) Furniture – – d) IT equipment – – e) Other – – 1.2 Purchased under finance leases – – a) Land – – b) Buildings – – c) Furniture – – d) IT equipment – – e) Other – –

Total A – –

B. Investment property 2.1 Owned 47,978 51,366 a) Land 9,525 11,637 b) Buildings 38,453 39,729 2.2 Purchased under finance leases – – a) Land – – b) Buildings – –

Total B 47,978 51,366

Total A+B 47,978 51,366

97 12.3 Property, plant and equipment used for business purposes: changes during the year

Land Buildings Furniture IT equipment Other Total

A. Opening gross amount 64,153 236,334 86,062 38,598 68,092 493,239

A.1 Total net reductions in value – 44,853 35,745 33,619 44,850 159,067

A.2 Opening net amount 64,153 191,481 50,317 4,979 23,242 334,172

B. Increases : – 7,132 3,348 2,125 4,869 17,474 B.1 Purchases – 5,629 3,347 2,112 4,715 15,803 B.2 Capitalized improvement expenditure – 1,289 – 1 – 1,290 B.3 Write-backs –––––– B.4 Fair value increases booked to: –––––– a)equity –––––– b)income statement –––––– B.5 Positive exchange rate adjustments –––––– B.6 Transfers from investment property –––––– B.7 Other changes – 214 1 12 154 381

C. Decreases 2,200 10,687 2,991 2,113 4,924 22,915 C.1 Sales 2,200 4,912 3 21 252 7,388 C.2 Depreciation – 5,756 2,985 2,091 4,527 15,359 C.3 Impairment charges booked to: –––––– a)equity –––––– b)income statement –––––– C.4 Fair value decreases booked to: –––––– a)equity –––––– b)income statement –––––– C.5Negative exchange rate adjustments –––––– C.6 Transfers to: –––––– a) investment – property –––––– b) assets related to discontinued operations –––––– C.7 Other changes – 19 3 1 145 168

D. Closing net amount 61,953 187,926 50,674 4,991 23,187 328,731

D.1 Total net reductions in value – 50,609 38,730 35,710 49,377 174,426

D.2 Closing gross amount 61,953 238,535 89,404 40,701 72,564 503,157

E.Valuation at cost ––––––

The “other changes” reported in captions B.7 and C.7 reflect, respectively, gains and losses on the disposal and/or retirement of certain property, plant and equipment.

98 12.4 Investment properties: changes during the year

12/31/2005 Land Buildings

A. Opening balance 11,637 39,729

B. Increases 140 1,141 B.1 Purchases – – B.2 Capitalized improvement expenditure – 301 B.3 Fair value increases 140 430 B.4 Write-backs – – B.5 Positive exchange rate adjustments – – B.6 Transfers from property, plant and equipment used for business purposes – – B.7 Other changes – 410

C. Decreases 2,252 2,417 C.1 Sales 2,171 2,303 C.2 Depreciation – – C.3 Fair value decreases 81 80 C.4 Impairment charges – – C.5 Negative exchange rate adjustments – – C.6 Transfers to: – – a) property, plant and equipment used for business purposes – – b) assets related to discontinued operations – – C.7 Other changes – 34

D. Closing balance 9,525 38,453

99 Section 13

Intangible assets - Line item 130

13.1 Intangible assets: analysis by type

Assets/Values 12/31/2005 12/31/2004 Limited Unlimited Limited Unlimited duration duration duration duration

A.1 Goodwill – 485,004 –485,008 A.1.1 attributable to the group x 485,004 – 485,008 A.1.2 attributable to minority interests x – – – A.2 Other intangible assets 7,598 – 9,067 – A.2.1 Carried at cost: 7,598 – 9,067 – a) Intangible assets generated internally –––– b) Other assets 7,598 – 9,067 – A.2.2 Carried at fair value: –––– a) Intangible assets generated internally –––– b) Other assets ––––

Total 7,598 485,004 9,067 485,008

Caption A.1 “Goodwill” principally comprises: • Euro 208,580 thousand arising on the acquisition of the majority interest in CariPrato SpA; • Euro 52,388 thousand relating to Banca Nuova SpA; • Euro 5,303 thousand relating to Vicenza Life Ltd; • Euro 120,197 thousand representing the residual goodwill paid to the former Group banks that sold their businesses to the Parent Bank in 2000; • Euro 52,889 thousand representing the residual goodwill paid on the purchase of 46 branches from banks in the Intesa Group during 2001; • Euro 36,000 thousand representing the residual goodwill paid to Banca AntonVeneta for the purchase of 30 branches in eastern Sicily at the end of 2004. The carrying value of this goodwill (purchased and arising on consolidation) has been subjected to impairment testing in accordance with IAS 36, since it represents an intangible asset with an indefinite useful life.

The related valuations were made as follows: • using the adjusted equity method, considering earnings, for the goodwill relating to Cariprato SpA and Banca Nuova SpA, and for the goodwill relating to the business represented by the 30 branches acquired from Banca AntonVeneta in 2004; • using the earnings method for the goodwill relating to Vicenza Life Ltd; • with reference to the goodwill attributable to the funding from similar transactions, for the other businesses.

All the analyses were carried out on a stand-alone basis, valuing each bank/company with reference to its current condition, regardless of the effect of any operational and financial synergies deriving from a business combination. 100 These valuations did not identify any impairment of value to be charged to the income statement, except for the goodwill relating to the former AntonVeneta branches which has been written down by Euro 2.5 million.

13.2 Intangible assets: changes during the year

Goodwill Other intangible assets: Other intangible assets: Total generated internally other Finite Indefinite Finite Indefinite

A. Opening balance 703,720 – – 15,384 – 719,104

A.1 Total net reductions in value 218,712 – – 6,317 – 225,029

A.2 Opening net amount 485,008 – – 9,067 – 494,075

B. Increases 2,568 – – 3,673 – 6,241 B.1 Purchases 2,562 – – 3,674 – 6,236 B.2 Increases in internally generated intangible assets x ––––– B.3 Write-backs x ––––– B.4 Positive changes in fair value – – – (1) – (1) – booked to stockholders’ equity x – – (1) – (1) – booked to income statement x ––––– B.5Exchange gains –––––– B.6 Other changes 6 ––––6 C. Decreases 2,572 – – 5,142 – 7,714 C.1 Sales – – – 333 – 333 C.2 Write-downs 2,572 – – 4,809 – 7,381 – Amortisation x – – 4,809 – 4,809 – Write-downs 2,572 ––––2,572 + equity x ––––– + income statement 2,572 ––––2,572 C.3Negative changes in fair value –––––– – booked to stockholders’ equity x ––––– – booked to income statement x ––––– C.4 Transfers to discontinued operations due for disposal –––––– C.5 Exchange losses –––––– C.6 Other changes ––––––

D. Closing net amount 485,004 – – 7,598 – 492,602

D.1 Total net value adjustments 221,284 – – 11,126 – 232,410

E. Closing gross amount 706,288 – – 18,724 – 725,012

F.Valuation at cost ––––––

101 Section 14

Tax assets and liabilities - Asset line item 140 and liability line item 80

14.1 Deferred tax assets: analysis

Deferred tax assets 12/31/2005 12/31/2004

– Deferred tax assets booked to income statement 97,495 52,175 – Deferred tax assets booked to stockholders’ equity 725 –

Total 98,220 52,175

14.2 Deferred tax liabilities: analysis

Deferred tax liabilities 12/31/2005 12/31/2004

– Deferred tax liabilities booked to income statement 42,755 20,491 – Deferred tax liabilities booked to stockholders’ equity 9,481 –

Total 52,236 20,491

102 14.3 Change in deferred tax assets (with matching entry in income statement)

12/31/2005 12/31/2004

1. Opening balance 69,365 79,100

2. Increases 98,847 47,914 2.1 Deferred tax assets recorded during the year 98,842 47,914 a) relating to prior years 26 – b) due to changes in accounting policies 59,319 19,240 c) write-backs – – d) other 39,497 28,674 2.2 New taxes or increases in tax rates – – 2.3 Other increases 5 –

3. Decreases 70,717 57,649 3.1 Deferred tax assets eliminated during the year 70,637 57,649 a) reversals 70,394 56,176 b) written down as no longer recoverable – – c) change in accounting policies 243 1,473 3.2 Reduction in tax rates – – 3.3 Other decreases 80 –

4. Closing balance 97,495 69,365

14.4 Change in deferred tax liabilities (with matching entry in income statement)

12/31/2005 12/31/2004

1. Opening balance 57,764 38,175

2. Increases 32,763 49,643 2.1 Deferred tax liabilities recorded during the year 32,259 49,643 a) relating to prior years – – b) due to changes in accounting policies 17,433 43,195 c) other 14,826 6,448 2.2 New taxes or increases in tax rates – – 2.3 Other increases 504 –

3. Decreases 47,772 30,054 3.1 Deferred tax liabilities eliminated during the year 41,175 30,054 a) reversals 41,048 19,319 b) due to changes in accounting policies 1 – c) other 126 10,735 3.2 Reduction in tax rates 6,597 – 3.3 Other decreases – –

4. Closing balance 42,755 57,764

On the first-time adoption (FTA) of IAS/IFRS, the Group recorded a deferred tax liability in relation to the revaluation of property valued on a deemed cost basis, applying the nominal Ires and Irap tax rates of 33% and 4.25%, respectively, in force on the transition date. 103 Finance Law 266 dated 23.12.2005 allows the fiscal recognition of revalued property on payment of a flat-rate tax. This election was made by Banca Nuova SpA and Cariprato SpA.

The excess of the deferred tax liability recorded on FTA with respect to the flat-rate tax payable was released to the income statement in 2005. This excess is reported in caption 3.2 “reduction of tax rates” of table 14.4.

Taking minority interests into account, the positive effect on Group net income was Euro 5,820 thousand.

14.5 Change in deferred tax assets (with matching entry to equity)

12/31/2005 12/31/2004

1. Opening balance – –

2. Increases 725 – 2.1 Deferred tax assets recorded during the year 725 – a) relating to prior years – – b) due to changes in accounting policies – c) other 725 – 2.2 New taxes or increases in tax rates – – 2.3 Other increases – –

3. Decreases – – 3.1 Deferred tax assets eliminated during the year – – a) reversals – – b) written down as no longer recoverable – – c) change in accounting policies – – 3.2 Reduction in tax rates – – 3.3 Other decreases – –

4. Closing balance 725 –

104 14.6 Change in deferred tax liabilities (with matching entry to equity)

12/31/2005 12/31/2004

1. Opening balance – –

2. Increases 9,673 – 2.1 Deferred tax liabilities recorded during the year 9,132 – a) relating to prior years – – b) due to changes in accounting policies 815 – c) other 8,318 – 2.2 New taxes or increases in tax rates – – 2.3 Other increases 541 –

3. Decreases 192 – 3.1 Deferred tax liabilities eliminated during the year 155 – a) reversals 155 – b) due to changes in accounting policies – – c) other – – 3.2 Reduction in tax rates – – 3.3 Other decreases 37 –

4. Closing balance 9,481 –

105 Section 15

Non current assets held for sale and discontinued operarions - Asset line item 150 and liability line item 90

15.1 Non-current assets held for sale and discontinued operations: analysis by type of asset

12/31/2005 12/31/2004

A. Individual assets A.1 Equity investments – 568 A.2 Property, plant and equipment – – A.3 Intangible assets – – A.4 Other non-current assets – –

Total A – 568

B. Disposal groups B.1 Financial assets held for trading – – B.2 Financial assets at fair value – – B.3 Financial assets available for sale – – B.4 Financial assets held to maturity – – B.5 Loans and advances to banks – – B.6 Loans and advances to customers – – B.7 Equity investments – – B.8 Property, plant and equipment – – B.9 Intangible assets – – B.10Other assets – –

Total B – –

C. Liabilities associated with assets held for sale and disposal groups C.1 Payables – – C.2 Securities – – C.3 Other liabilities – –

Total C – –

D. Liabilities associated with assets held for sale D.1 Deposits from banks – – D.2 Due to customers – – D.3 Debt securities in issue – – D.4 Financial liabilities held for trading – – D.5 Financial liabilities at fair value – – D.6 Provisions – – D.7 Other Liabilities – –

Total D – –

106 Section 16

Other assets - Line item 160

16.1 Other assets: analysis

12/31/2005 12/31/2004

1. Miscellaneous debits in transit 27,790 34,976 2. Miscellaneous security transactions 15,792 732 3. Amounts relating to the last day of the year 95,843 76,784 4. Writedown of discounted portfolio 26,147 23,109 5. Other miscellaneous items 155,695 205,830 6. Differences on elimination 5,078 12.212

Total 326,345 353,643

107 LIABILITIES AND EQUITY

Section 1

Deposits from banks - Line item 10

1.1 Deposits from banks: breakdown by type

Type of transaction/Members of the group 12/31/2005 12/31/2004

1. Due to central banks – – 2. Due to other banks 2,834,104 2,055,002 2.1 Current accounts and sight deposits 204,730 132,956 2.2 Time deposits 2,065,017 1,427,579 2.3 Loans 509,601 473,883 2.3.1 Financial leases – – 2.3.2 Other 509,601 473,883 2.4 Payables for commitments to repurchase own equity instruments – – 2.5 Liabilities relating to assets transferred but not derecognized 54,756 20,584 2.5.1 Repurchase agreements 18,327 20,584 2.5.2 Other 36,429 – 2.6 Other payables – –

Total 2,834,104 2,055,002

Fair value 2,834,104 2,055,002

Caption 2.5.2 includes the loan of securities, represented by shares in Italease SpA, arranged in connection with the zero-cost collar referred to earlier.

108 Section 2

Due to customers - Line item 20

2.1 Due to customers: breakdown by type

Type of transaction/Members of the group 12/31/2005 12/31/2004

1. Current accounts and demand deposits 7,157,594 6,762,803 2. Time deposits 5,801 25,383 3. Third-party funds under administration 918 – 4. Loans 86,432 86,484 4.1 Financial leases – – 4.2 Other 86,432 86,484 5. Payables for commitments to repurchase own equity instruments – – 6. Liabilities relating to assets transferred but not derecognized 1,340,226 616,881 6.1 Repurchase agreements 746,310 616,881 6.2 Other 593,916 – 7. Other payables 2,554 –

Total 8,593,525 7,491,551

Fair value 8,593,525 7,491,551

The liabilities relating to transferred assets that have not been derecognized, referred to in point 6.2, represent the matching entry for the mortgages transferred as part of the securitization known as “Berica 5 Residential MBS”, which do not satisfy the IAS 39 requirements for derecognition and have been “written back” to the financial statements as of 1/1/2005.

109 Section 3

Debt securities in issue - Line item 30

3.1 Debt securities in issue: breakdown by type

Type of security/Members of the group 12/31/2005 Book value Fair value

A. Listed securities – – 1. Bonds – – 2. Other securities – – B. Unlisted securities 4,093,625 4,159,574 1. Bonds 3,676,383 3,850,324 2. Other securities 417,242 309,250

Total 4,093,625 4,159,574

3.2 Detail of line item 30 “Debt securities in issue”: subordinated securities

12/31/2005

Debt securities in issue 708,793

110 Section 4

Financial liabilities held for trading - Line item 40

4.1 Financial liabilities held for trading: breakdown by type

Type of security/Members of the group 12/31/2005 NV FV FV* Q NQ

A. Cash liabilities 1.Due to other banks –––– 2.Due to customers–––– 3. Debt securities in issue –––– 3.1 Bonds – – – x 3.2 Other securities – – – x

Total A ––––

B. Derivatives 1. Financial derivatives x – 534,440 x 2. Credit derivatives x – – x

Total B – – 534,440 –

Total (A+B) – – 534,440 –

FV = Fair value FV* = Fair value calculated excluding the differences in value due to changes in the issuer’s credit rating since the issue date NV = Nominal or notional value Q = Listed NQ = Unlisted

111 4.4 Financial liabilities held for trading: derivatives

Type of derivative/underlying asset Interest Currency Equities Loans Other 12/31/2005 rates and gold

A. Listed derivatives 1.Financial derivatives –––––– a) With exchange of capital–––––– – Options issued –––––– – Other derivatives –––––– b) Without exhange of capital –––––– – Options issued –––––– – Other derivatives–––––– 2.Credit derivatives –––––– a) With exchange of capital–––––– b) Without exhange of capital ––––––

Total A ––––––

B. Unlisted derivatives 1. Financial derivatives 386,449 38,317 109,668 – 6 534,440 a) With exchange of capital 4,442 38,317 62,496 – – 105,255 – Options issued 4,442 24,042 62,496 – – 90,980 – Other derivatives – 14,275 – – – 14,275 b) Without exhange of capital 382,007 – 47,172 – 6 429,185 – Options issued 142,081 – 47,172 – – 189,253 – Other derivatives 239,926 –––6 239,932 2.Credit derivatives –––––– a) With exchange of capital–––––– b) Without exhange of capital ––––––

Total B 386,449 38,317 109,668 – 6 534,440

Total (A+B) 386,449 38,317 109,668 – 6 534,440

112 Section 5

Financial liabilities at fair value - Line item 50

5.1 Financial liabilities at fair value: breakdown by type

Type of security/Amounts 12/31/2005 NV FV FV* Q NQ

1. Due to other banks – – – x 2. Due to customers 786,495 – 782,176 x 3. Debt securities 942,070 – 784,100 x

Total 1,728,565 – 1,566,276 –

“Due to customers” relates to liabilities arising as part of assurance activities of mainly a financial nature, valued by applying the fair value option, as allowed by IAS 39.

“Debt securities” include own bonds correlated with derivative contracts that hedge interest rate risk, valued by applying the fair value option, as allowed by IAS 39.

5.2 Detail of line item 50 “Financial liabilities at fair value”: subordinated liabilities

12/31/2005

Subordinated liabilities 10,211

113 Section 6

Hedgings derivatives - Line item 60

6.1 Hedging derivatives: analysis by type of contract and underlying asset

Type of derivatives/Underlying assets Interest Currency Equities Loans Other 12/31/2005 rates and gold

Total A ––––––

B. Unlisted derivatives 1. Financial derivatives – – 2,862 – – 2,862 a) With exchange of capital – – 2,862 – – 2,862 – Options issued – – 2,862 – – 2,862 – Other derivatives–––––– b) Without exhange of capital –––––– – Options issued –––––– – Other derivatives–––––– 2.Credit derivatives –––––– a) With exchange of capital–––––– b) Without exhange of capital ––––––

Total B – – 2,862 – – 2,862

Total A + B – – 2,862 – – 2,862

114 6.2 Hedging derivatives: analysis by hedged portfolio and type of hedge

Transaction/Type of hedge Fair value hedge Cash flow hedge Specific Generic Specific Generic Interest Exchange Credit Price Multiple rate risk risk risk risk risks

1. Financial assets available for sale – – – 2,862 – x – x 2. Receivables – – – x – x – x 3. Financial assets held to maturity x – – x – x – x 4. Portfolio x x x x x – x –

Total assets – – – 2,862 – – – –

1. Financial liabilities –––––x –x 2. Portfolio x x x x x – x –

Total liabilities ––––––––

The hedging derivatives reported in the above tables comprise the call option sold in relation to the zero-cost collar that hedges the “price risk” on the shares held in Italease SpA, which are classified as “AFS financial assets”.

115 Section 7

Remeasurement of financial liabilities backed by general hedges - Line item 70

This section is not used.

116 Section 8

Tax liabilities - Line item 80

Deferred tax liabilities are discussed in asset section 14.

117 Section 9

Liabilities associated with non-current assets held for sale - Line item 90

This section is not used.

118 Section 10

Other liabilities - Line item 100

10.1 Other liabilities: analysis

12/31/2005 12/31/2004

1. Miscellaneous security transactions 7,841 5,041 2. Employee salaries and contributions 48,529 53,174 3. Suppliers 50,965 32,523 4. Transactions in transit 13,658 7,270 5. Writedown of discounted portfolio 144,077 131,201 6. Allowance for risks on guarantees and commitments 4,008 3,308 7. Accrued expenses and deferred income not allocated to specific accounts 1,607 20,960 8. Residual items 262,759 183,394

Total 533,444 436,871

119 Section 11

Provision for severance indemnities - Line item 110

11.1 Severance indemnities: changes during the year

12/31/2005 12/31/2004

A. Opening balance 81,654 79,152

B. Increases 17,125 15,386 B.1 Provisions 15,903 12,933 B.2 Other increases 1,222 2,453

C. Decreases 11,614 12,884 C.1 Payments made 7,729 7,745 C.2 Other decreases 3,885 5,139

D. Closing balance 87,165 81,654

The other decreases included in caption C.2 include the severance indemnities accrued during the year and transferred to the employees’ supplementary pension fund.

The IFRIC has determined that severance indemnities (TFR) represent a “post-employment benefit” and, accordingly, are covered by IAS 19. As a consequence, the year-end liability was determined by an independent actuary, applying the methodology envisaged by this IAS for “defined-benefit plans”.

120 Section 12

Provisions for risks and charges - Line item 120

12.1 Provisions for risks and charges: analysis

Items/Components 12/31/2005 12/31/2004

1. Post-retirement benefits 46,324 45,047 2. Other provisions for risks and charges 43,020 52,757 2.1 legal disputes 25,142 24,330 2.2 personnel expenses 8,663 11,110 2.3 other 9,215 17,317

Total 89,344 97,804

12.2 Provisions for risks and charges: changes during the year

Items/Components Post-retirement benefits Other provisions Total

A. Opening balance 45,047 52,757 97,804

B. Increases 4,271 13,109 17,380 B.1 Provisions 3,070 12,051 15,121 B.2 Changes due to the passage of time – – – B.3 Changes due to variations in the discount rate – – – B.4 Other increases 1,201 1,058 2,259

C. Decreases 2,994 22,846 25,840 C.1 Utilizations during the year 2,829 21,617 24,446 C.2 Changes due to variations in the discount rate – – – C.3 Other decreases 165 1,229 1,394

D. Closing balance 46,324 43,020 89,344

With regard to the “other provisions”, the “other increases” included in caption B.4 mostly relate to the portion of the Parent Bank’s 2004 net income allocated to the provision for charitable donations, aid and works in the public interest, while the related utilizations are reported as “other decreases” in caption C.3.

With regard to the “provisions for pensions”, the “other increases” reported in caption B.4 reflect the financial performance of the pension fund operated by Cariprato SpA, while the “other decreases” reported in caption C.3 relate to the flat-rate tax paid on the increase in the value of the securities held by this pension fund and to the insurance charges borne by the fund, as described in point 12.3 below.

121 12.3 Pension funds

The supplementary pension fund for the employees of Cariprato was formed following an agreement signed on 30/6/1998 between the Bank and the Trade Unions, and is governed by regulations that reflect the terms of this agreement. The Fund is split into two Sections:

– the Capitalization Section which guarantees supplementary pension benefits on a defined- contribution basis, using the individual capitalization method which links benefits with the amount accumulated (in accordance with Decree 124 of 21 April 1993 and subsequent amendments and additions);

– the defined-benefit Supplementary Section, which represents the continuation, under current rules, of the original Fund set up under an in-house agreement dated 27 June 1972 to supple- ment the benefits payable by INPS.

The Capitalization Section could be joined, if they opted to do so, by active employees as of 1 July 1998 who were previously members of the Supplementary Fund, as well as those hired after 1 May 1981, who were not entitled to benefit from the Supplementary Fund. As of 31 December 2005, 874 employees are members of the Capitalization Section. The Supplementary Section comprises persons who were already pensioners as of 1 July 1998, as well as the employees of the bank on that date who opted to remain in the Supplementary Section. As of 31 December 2005, the Supplementary Section includes 4 bank employees and 145 pensioners.

In presenting the Supplementary Pension Fund Report at 31 December 2005, split between the two Sections, we would also like to make the following points:

1) Capitalization Section

The funds are mostly invested in trading securities, as specified in detail, stated at their year-end market value and classified as financial assets held for sale, specifically allocated to service the pension fund.

2) Supplementary Section

The funds are mostly invested in a floating-rate treasury certificate, CCT T.V. 1.3.2006 - code 1321770, classified among the financial assets held to maturity and specifically allocated to service the pension fund. The financial income of the Supplementary Section is not subject to flat- rate taxation since the final value of the benefits or contributions accumulated by each member cannot be identifiable for each member.

The Fund Regulations envisage that the benefits paid by the Supplementary Section must be covered by the yield on investments and by the amount of the mathematical reserve established pursuant to art. 8 of the Regulations. The calculation is made annually by the actuary and, as of 31 December 2005, the required actuarial reserve was Euro 10,600 thousand. Following allocation of the yield on the investments, the Fund amounts to Euro 10,677 thousand and, accordingly, no provision has been charged to the consolidated income statement.

122 BALANCE SHEET capitalization section supplementary section total

ASSETS Financial investments 35,564 10,592 46,156 a) Investment securities – 10,570 10,570 b) Dealing securities 33,483 – 33,483 c) Cash and cash equivalents 2,081 22 2,103

Pension fund management assets 143 85 228 a) Accrued income on securities 101 85 186 b) Other assets 42 – 42

TOTAL ASSETS 35,707 10,677 46,384

LIABILITIES

Pension fund management liabilities 60 – 60 a) Due to tax authorities 60 – 60

Net assets available for benefits 35,647 10,677 46,324

TOTAL LIABILITIES 35,707 10,677 46,384

STATEMENT OF INCOME capitalization section supplementary section total

Balance of pension fund management 1,515 -1,274 241 a) Contributions for benefits – paid by the bank 727 – 727 – paid by the staff 524 – 524 – portion of severance indemnities 1,819 – 1,819 b) Advances -797 – -797 c) Transfers and redemptions -758 – -758 d) Transfers from other funds – – – e) Pensions paid – -1,274 -1,274

Result of financial management 943 258 1,201 a) Interest, discounts and dividends on securities 421 252 673 b) Profits on dealing in securities 36 – 36 c) Capital gains on securities 407 4 411 d) Writebacks to securities – – – e) Interest income on cash and cash equivalents 147 1 148 f) Other income 1 – 1 g) Losses on dealing in securities – – – h) Capital losses on securities -68 – -68 i) Other costs 0 – 0

Operating expenses -165 – -165 a) Flat-rate tax on increase in fund value -104 – -104 b) Other expenses -62 – -62

“Change in net assets available for benefits” 2,293 -1,016 1,277 123 Section 13

Technical reserves - Line item 130

13.1 Technical reserves: analysis

Direct business Indirect business 12/31/2005

A. Loss sector – – –

A.1 Premium reserve – – – A.2 Claim reserve – – – A.3 Other reserves – – –

B. Life sector 278,223 – 278,223

B.1 Mathematical reserves 274,729 – 274,729 B.2 Reserves for amounts payable 1,716 – 1,716 B.3 Other reserves 1,778 – 1,778

C. Technical reserves even though the investment – – – risk is borne by the insured parties

C.1 Reserves relating to contracts whose performance – – – is related to investment funds and market indices

C.2 Reserves deriving from the management of pension funds – – –

D. Total technical reserves 278,223 – 278,223

13.2 Technical reserves: changes during the year

Direct business Indirect business 12/31/2005

A. Opening balance 127,478 – 127,478

B. Increases 179,496 – 179,496 B.1 Provisions 174,940 – 174,940 B.2 Other increases 4,556 – 4,556

C. Decreases 28,751 – 28,751 C.1 Utilizations during the year – – – C.2 Other decreases 28,751 – 28,751

D. Closing balance 278,223 – 278,223

124 Section 14

Redeemable shares - Line item 150

This section is not used.

125 Section 15

Gruop stockholders’ equity - Line item 140, 160, 170, 180, 200 and 220

15.1 Group share of equity: analysis

Items/Amounts 12/31/2005 12/31/2004

1. Share capital 183,817 154,502 2. Additional paid-in capital 1,543,127 1,074,058 3. Reserves 179,109 202,598 4. (Treasury shares): – – a) Parent Bank – – b) subsidiaries – – 5. Valuation reserves 231,695 167,938 6. Capital instruments 12,054 – 7. Net income for the year attributable to the Group 125,770 117,656

Total 2,275,572 1,716,752

The “reserves” included in point 3 comprise the pre-existing profit reserves (legal reserve, statutory reserve, extraordinary reserve, reserve for the purchase of treasury stock etc.), as well as the positive and negative reserves associated with the transition to IAS/IFRS not classified in the other equity captions. They also include the reserve for general banking risks which, in accordance with IAS, has been reclassified as part of stockholders’ equity. The “valuation reserves” referred to in point 5 include the reserves arising on the valuation of property and works of art at fair value rather than cost, on the first-time adoption of IAS/IFRS, the valuation reserves relating to AFS financial assets and the monetary revaluation reserves. “Equity instruments” relate to the equity element implicit in the 2003-2009 convertible bond issued by the Parent Bank which, in accordance with IAS 32, has been separated and classified within stockholders’ equity.

15.2 “Share capital” and “Treasury shares”: analysis

12/31/2005 12/31/2004

- Treasury shares 61,272,246 51,500,550 - Par value Euro 3 Euro 3

126 15.3 Share capital - Number of shares issued by the Parent Bank: changes during the year

Items/Types Ordinary Other

A. Treasury shares at the beginning of the year 51,500,550 – – fully paid 51,500,550 – – not fully paid – – A.1 Treasury shares (-) – –

A.2 Outstanding shares: opening balance 51,500,550 –

B. Increases 9,786,422 – B.1 New issues 9,786,422 – – payment: 9,770,942 – – business combinations – – – conversion of bonds 177,732 – – exercise of warrant – – – other 9,593,210 – – bonus: 15,480 – – to employees 15,480 – – to directors – – – other – – B.2 Sale of treasury shares – – B.3 Other changes – –

C. Decreases 14,726 – C.1 Elimination 14,726 – C.2 Purchase of treasury shares – – C.3 Disposal of companies – – C.4 Other changes – –

D. Outstanding shares: closing balance 61,272,246 – D.1 Treasury shares (+) – – D.2 Treasury shares at the end of the year 61,272,246 – – fully paid 61,272,246 – – not fully paid – –

15.4 Other information

The “equity instruments” caption relates to the equity element implicit in the 2003-2009 convertible bond issued by the Parent Bank which, in accordance with IAS 32, has been separated and classified within stockholders’ equity. This caption amounted to Euro 12,280 thousand as of 1/1/2005, on the first-time adoption of IAS 32; as of 31/12/2005 it amounts to Euro 12,054 thousand. This change reflects the early conversion into shares of part of the above bond.

127 15.6 Valuation reserves: analysis

Items/Components 12/31/2005 12/31/2004

1. Financial assets available for sale 63,757 – 2. Property, plant and equipment 121,640 121,640 3. Intangible assets – – 4. Hedges of foreign investments – – 5. Cash-flow hedges – – 6. Exchange differences – – 7. Non-current assets held for sale and discontinued operations – – 8. Special revaluation laws 46,298 46,298

Total 231,695 167,938

15.7 Valuation reserves: changes during the year

Financial Property, Intangible Hedges of Cash-flow Exchange Non-current Special assets plant and assets foreign hedges differences assets held revaluation available equipment investments for sale and laws for sale discontinued operations

A. Opening balance – 121,640 –––––46,298

B. Increases 88,868 ––––––– B.1 Increases in fair value 72,690 ––––––– B.2 Other changes 16,178 –––––––

C. Decreases 25,111 ––––––– C.1 Decreases in fair value 2,050 ––––––– C.2 Other changes 23,061 –––––––

D. Closing balance 63,757 121,640 –––––46,298

15.8 Valuation reserves - AFS financial assets: analysis

Assets/Values 12/31/2005 Positive reserve Negative reserve

1. Debt securities 10,905 (678) 2. Equities 58,019 (4,386) 3. Mutual funds 1,138 (1,241) 4. Loans – –

Total 70,062 (6,305)

128 15.9 Valuation reserves - AFS financial assets: changes during the year

Debt securities Equities Mutual funds Loans

1. Opening balance ––––

2. Positive changes 10,910 76,751 1,209 – 2.1 Increases in fair value 7,302 64,512 876 2.2 Release to the income statement of negative reserves: – 5,841 – – – from impairment – 5,747 – – – from disposals – 94 – – 2.3 Other changes 3,608 6,398 333 –

3. Negative changes 841 22,960 1,312 – 3.1 Reductions in fair value 784 26 1,241 – 3.2Impairment write-downs–––– 3.3 Release to the income statement of positive reserves: from disposals 57 1 71 – 3.4 Other changes – 22,933 – –

4. Closing balance 10,069 53,791 (103) –

The “other changes” in captions 2.3 and 3.4 relate to the first-time adoption of IAS 32 and 39.

129 Section 16

Minority interests - Line item 210

16.1 Minority interests: analysis

12/31/2005 12/31/2004

1. Share capital 23,335 21,939 2. Additional paid-in capital 3,964 3,767 3. Reserves 23,317 23,310 4. (Treasury shares) – – 5. Valuation reserves 9,757 9,880 6. Capital instruments – – 7. Net income for the year attributable to minority interests 5,140 4,100

Total 65,513 62,996

16.2 Valuation reserves: analysis

12/31/2005 12/31/2004

1. Financial assets available for sale (161) – 2. Property, plant and equipment 6,406 6,383 3. Intangible assets – – 4. Hedges of foreign investments – – 5. Cash-flow hedges – – 6. Exchange differences – – 7. Non-current assets held for sale and discontinued operations – – 8. Special revaluation laws 3,512 3,497

Total 9,757 9,880

16.4 Valuation reserves - AFS financial assets: analysis

Assets/Values 12/31/2005 Positive reserve Negative reserve

1. Debt securities 18 (2) 2. Equities 21 (198) 3. Mutual funds – – 4. Equities – –

Total 39 (200)

130 16.5 Valuation reserves: changes during the year

A. Opening balance – 6,384 –––––3,496

B. Increases 20 22 –––––16 B.1Increases in fair value –––––––– B.2 Other changes 20 22 –––––16

C. Decreases 181 ––––––– C.1Decreases in fair value 5 ––––––– C.2 Other changes 176 –––––––

D. Closing balance (161) 6,406 –––––3,512

131 OTHER INFORMATION

1. Guarantees given and commitments

Operations 12/31/2005 12/31/2004

1) Financial guarantees – 258 a) Banks – – b) Customers – 258 2) Commercial guarantees 919,383 1,029,149 a) Banks 719 685 b) Customers 918,664 1,028,464 3) Irrevocable commitments to make loans 808,257 799,897 a) Banks 65,397 10,977 i) certain to be called on 65,397 10,977 ii) not certain to be called on – – b) Customers 742,860 788,920 i) certain to be called on 73,688 151,236 ii) not certain to be called on 669,172 637,684 4) Commitments underlying credit derivatives: protection sold – – 5) Assets lodged to guarantee the commitments of third parties 111,611 24,096 6) Other commitments – –

Total 1,839,251 1,853,400

2. Assets pledged to guarantee for own liabilities and commitments

Portfolio 12/31/2005

1. Financial assets held for trading 308,618 2. Financial assets at fair value – 3. Financial assets available for sale 170,956 4. Financial assets held to maturity 10,610 5. Loans and advances to banks – 6. Loans and advances to customers – 7. Property, plant and equipment –

132 4. Analysis of investments relating to unit-linked and index-linked policies

12/31/2005

1. Unit-linked 101,953 Mutual funds 101,953 Bonds and other debt securities – Liquid funds – Other assets – 2. Index-linked 680,223 Mutual funds – Bonds and other debt securities 627,110 Liquid funds – Other assets 53,113

Total 782,176

5. Administration and dealing on behalf of third parties

Type of service 12/31/2005

1. Trading in financial instruments on behalf of third parties 7,892,028 a) Purchases 3,820,796 1. Settled 3,804,201 2. Not settled 16,595 b) Sales 4,071,232 1. Settled 4,051,625 2. Not settled 19,607

2. Portfolio management 5,822 a) Individual 2,079 b) Collective 3,743

3. Custody and administration of securities 30,074,700 a) Third-party securities on deposit: associated with activities as a custodian bank (excluding portfolio management) – 1. securities issued by consolidated companies – 2. other securities – b) Third party securities in custody (excluding portfolio management): other 14,626,795 1. securities issued by consolidated companies 3,426,015 2. other securities 11,200,780 c) Third-party securities on deposit with third parties 14,175,040 d) Own securities on deposit with third parties 1,272,865

4. Other transactions –

133 PART C CONSOLIDATED INCOME STATEMENT

Section 1

Interest- Line item 10 and 20

1.1 Interest income and similar revenues: analysis

Items/technical forms Performing financial assets Non-performing Other assets 12/31/2005 12/31/2004 Debt securities Loans loans

1. Financial assets held for trading 55,678 – – 6,855 62,533 37,706 2. Financial assets at fair value 1,840 – – – 1,840 436 3. Financial assets available for sale 22,488 – – – 22,488 22,500 4. Financial assets held to maturity 2,893 – – – 2,893 – 5 Loans and advances to banks – 27,245 – – 27,245 18,159 6. Loans and advances to customers 937 612,222 314 – 613,473 529,853 7. Hedging derivatives x x x – –– 8. Financial assets transferred but not derecognized – 25,483 – – 25,483 – 9. Other assets x x x 83 83 168

Total 83,836 664,950 314 6,938 756,038 608,822

1.3 Interest income and similar revenues: other information

1.3.1 Interest income on foreign currency financial assets

12/31/2005 12/31/2004

a) on foreign currency assets 25,726 29,473

134 1.4 Interest expense and similar charges: analysis

Items/technical forms Payables Securities Other 12/31/2005 12/31/2004 liabilities

1. Deposits from banks (64,596) x – (64,596) (56,062) 2. Due to customers (64,029) x – (64,029) (60,462) 3. Debt securities in issue x (106,037) – (106,037) (74,166) 4. Financial liabilities held for trading – – (18,519) (18,519) – 5. Financial liabilities at fair value – (31,622) – (31,622) (34,517) 6. Financial liabilities associated with assets transferred but not derecognized (29,483) – – (29,483) – 7. Other liabilities x x (2) (2) – 8. Hedging derivatives x x – ––

Total (158,108) (137,659) (18,521) (314,288) (225,207)

1.6 Interest expense and similar charges: other information

1.6.1 Interest expense on foreign currency liabilities

12/31/2005 12/31/2004 a) on foreign currency liabilities (26,673) (6,006)

1.6.2 Interest expense on finance leases

12/31/2005 12/31/2004 a) finance leases (6) (39)

1.6.3 Interest expense on public funds administered

12/31/2005 12/31/2004 a) on third-party funds under administration (1) (1)

135 Section 2

Commissions – Line items 40 and 50

2.1 Fee and commission income: analysis

Type of service/Segments 12/31/2005 12/31/2004 a) Guarantees given 11,936 8,515 b) Credit derivatives – – c) Management, intermediation and consultancy services: 145,630 112,867 1. trading in financial instruments 1,322 1,216 2. foreign currency trading 10,742 10,387 3. portfolio management 28,592 26,201 3.1 individual 19,773 18,972 3.2 collective 8,819 7,229 4. custody and administration of securities 2,951 2,957 5. custodian bank 1,800 1,579 6. placement of securities 37,650 32,188 7. acceptance of orders 11,157 9,163 8. consultancy 4,445 2,993 9. distribution of third party services 46,971 26,183 9.1 portfolio management 869 1,177 9.1.1 individual 439 658 9.1.2 collective 430 519 9.2 insurance products 28,338 13,677 9.3 other products 17,764 11,329 d) Collection and payment services 19,411 19,139 e) Services for securitisation transactions 3,333 3,140 f) Services for factoring transactions – – g) Tax collection services – – h) Other services 113,200 103,432

Total 293,510 247,093

136 2.2 Fee and commission income: product and service distribution channels (current regulations): banking group

Channels/Segments 12/31/2005 12/31/2004 a) Bank branches: 109,937 81,975 1. portfolio management 32,752 26,201 2. placement of securities 36,314 30,906 3. third-party products and services 40,871 24,868 b) Door-to-door sales: 3,277 2,597 1. portfolio management – – 2. placement of securities 1,336 1,282 3. third-party products and services 1,941 1,315 c) Other distribution channels: – – 1. portfolio management – – 2. placement of securities – – 3. third-party products and services – –

2.3 Fee and commission expense: analysis

Services/Segments 12/31/2005 12/31/2004 a) Guarantees received (182) (48) b) Credit derivatives – – c) Management and intermediation services (8,136) (7,872) 1. trading in financial instruments (993) (968) 2. trading in foreign currency (1,292) (830) 3. portfolio management: (1,550) (1,977) 3.1 own portfolio (1,550) (1,977) 3.2 third-party portfolio – – 4. custody and administration of securities – (9) 5. placement of financial instruments (1,463) (1,428) 6. Door-to-door distribution of financial instruments, products and services (2,838) (2,660) d) Collection and payment services (6,545) (6,488) e) Other services (24,234) (8,208)

Total (39,097) (22,616)

137 Section 3

Dividend and similar income - Line items 70

3.1 Dividend and similar income: analysis

Items/Income 12/31/2005 12/31/2004 Dividends Income Dividends Income from mutual from mutual funds funds

A. Financial assets held for trading 16,778 – 21,090 – B. Financial assets available for sale 4,119 386 3,817 249 C. Financial assets at fair value –––– D. Equity investments – x – –

Total 20,897 386 24,907 249

138 Section 4

Net trading income - Line items 80

4.1 Net trading income: analysis

Transactions/Income items Gains Trading Losses Trading Net profit profits losses (loss)

1. Financial assets held for trading 25,532 27,241 (9,536) (24,614) 18,623 1.1 Debt securities 1,690 4,934 (5,687) (1,216) (279) 1.2 Equities 16,984 13,654 (3,713) (23,371) 3,554 1.3 Mutual funds 6,858 8,653 (136) – 15,375 1.4 Loans ––––– 1.5 Other – – – (27) (27)

2. Financial liabilities held for trading ––––– 2.1 Debt securities ––––– 2.2 Payables ––––– 2.3Other –––––

3. Financial assets x x x x 14,851 and liabilities: exchange differences

4. Derivatives 66,872 186,582 (13,085) (199,032) 31,879 4.1 Financial derivatives: 66,872 186,582 (13,085) (199,032) 31,879 – on debt securities and interest rates 66,583 162,760 – (182,302) 47,041 – on equities and equity indices 289 23,822 (13,085) (16,730) (5,704) – on currency and gold x x x x (9,458) – other ––––– 4.2Credit derivatives –––––

Total 92,404 213,823 (22,621) (223,646) 65,353

139 Section 5

Net hedging gains (losses) - Line items 90

5.1 Net hedging gains (losses): analysis

Income items/Amounts 12/31/2005

A Income from: A.1 Fair value hedges – A.2 Hedged financial assets (Fair value) 2,222 A.3 Hedged financial liabilities (Fair value) – A.4 Cash-flow hedges – A.5 Foreign currency assets and liabilities –

Total income from hedging activities (A) 2,222

B. Charges from: B.1 Fair value hedges (2,729) B.2 Hedged financial assets (Fair value) – B.3 Hedged financial liabilities (Fair value) – B.4 Cash-flow hedges – B.5 Foreign currency assets and liabilities –

Total charges from hedging activities (B) (2,729)

C. Net hedging gains (losses) (507)

This caption reports the net results of hedging activities associated with the zero-cost collar referred to earlier.

140 Section 6

Disposal/repurchase gains (losses) - Line items 100

6.1 Disposal/repurchase gains (losses): analysis

Items/income items 12/31/2005 12/31/2004 Profits Losses Net result Profits Losses Net result

Financial assets 1. Loans and advances to banks – – – ––– 2. Loans and advances to customers 2 – 2 4 – 4 3. Financial assets available for sale 7,181 (1,564) 5,617 223 – 223 3.1 Debt securities 1,319 (181) 1,138 ––– 3.2 Equities 5,144 (1,383) 3,761 223 – 223 3.3 Mutual funds 718 – 718 ––– 3.4 Loans – – – ––– 4. Financial assets held to maturity – – – –––

Total assets 7,183 (1,564) 5,619 227 – 227

Financial liabilities 1. Due to other banks – – – ––– 2. Due to customers – – – ––– 3. Debt securities in issue 2,325 (697) 1,628 –––

Total liabilities 2,325 (697) 1,628 – – –

141 Section 7

Net change in financial assets and liabilities at fair value - Line items 110

7.1 Net change in financial assets and liabilities at fair value: analysis

Transactions/Income items Gains Gains on Losses Losses on Net profit disposals disposals (loss)

1. Financial assets 25,097 17,810 (23,361) (12,900) 6,646 1.1 Debt securities 20,971 9,956 (20,259) (6,960) 3,708 1.2Equities ––––– 1.3 Mutual funds 4,126 7,854 (3,102) (5,940) 2,938 1.4 Loans –––––

2. Financial liabilities 8,797 9,442 (4,560) (627) 13,052 2.1 Debt securities 8,797 9,442 (2,531) (329) 15,379 2.2 Due to other banks – – – (298) (298) 2.3 Due to customers – – (2,029) – (2,029)

3. Foreign currency x x x x (471) financial assets and liabilities: exchange differences

4. Derivatives 4.1 Financial derivatives – 3,792 (19,896) (2,882) (18,598) – on debt securities and interest rates – 910 (19,896) – (18,986) – on equities and equity indices ––––– – on currency and gold x x x x 388 – other – 2,882 – (2,882) – 4.2Credit derivatives –––––

Total derivatives – 3,792 (19,896) (2,882) (18,598)

Total 33,894 31,044 (47,817) (16,409) 629

142 Section 8

Net impairment adjustments - Line items 130

8.1 Net adjustments for the impairment of loans: analysis

Transactions/Income items Adjustments Write-backs 12/31/2005 12/31/2004 Specific Portfolio Specific Portfolio Write-offs Other A B A B

A. Loans and advances to banks ––––––––– B. Loans and advances to customers (4,928) (86,038) (26,509) 7,095 21,358 – – (89,022) (62,051)

C. Total (4,928) (86,038) (26,509) 7,095 21,358 – – (89,022) (62,051)

Key: A = interest B = other

8.2 Net adjustments for the impairment of AFS financial assets: analysis

Transactions/Income items Adjustments Write-backs 12/31/2005 12/31/2004 Specific Specific Write-offs Other A B

A. Debt securities –––––– B. Equities (50) (12,667) x x (12,717) (160) C. Mutual funds – – x – – – D.Loans to banks –––––– E.Loans to customers ––––––

F. Total (50) (12,667) – – (12,717) (160)

Key: A = interest B = other

The specific adjustments included in the “Other” column of caption B “equity instruments” almost entirely relate to the write-down during the year of the interest held in HOPA SpA, in order to align its carrying value with the range of appraised values identified for that company by Maurizio Dallocchio.

143 8.4 Net adjustments for impairment of other financial transactions: analysis

Transactions/Income items Adjustments Write-backs 12/31/2005 12/31/2004 Specific Portfolio Specific Portfolio Write-offs Other A B A B

A. Guarantees given – (19) (657) – 27 – – (649) (228) B.Credit derivatives––––––––– C. Commitments to disburse funds – – (50) ––––(50)(34) D. Other transactions –––––––––

E. Total – (19) (707) – 27 – – (699) (262)

Key: A = interest B = other

144 Section 9

Net premium income - Line items 150

9.1 Net premium income: analysis

Premiums from insurance business Direct Indirect 12/31/2005 business business

A. Life sector A.1 Gross premiums recorded (+) 340,414 – 340,414 A.2 Premiums transferred to reinsurers (-) – x – A.3 Total 340,414 – 340,414

B. Loss sector B.1 Gross premiums recorded (+) – – – B.2 Premiums transferred to reinsurers (-) – x – B.3 Change in gross amount of premium reserve (+/-) – – – B.4 Change in premium reserve borne by reinsurers (+/-) – – – B.5 Total – – –

C. Total net premium income – – –

145 Section 10

Other insurance income (charges) - Line items 160

10.1 Other insurance income (charges): analysis

Line items 12/31/2005

1. Net change in technical reserves (329,317) 2. Period claims settled during the year (8,260) 3. Other insurance income (charges) (4,340)

Total (341,917)

10.2 Analysis of “Net change in technical reserves”

Net change in technical reserves 12/31/2005

1. Life sector A. Mathematical reserves (328,238) A.1 Gross amount for year (328,238) A.2 (-) Portion borne by reinsurers – B. Other technical reserves (1,079) B.1 Gross amount for year (1,079) B.2 (-) Portion borne by reinsurers – C. Technical reserves even though the investment risk is borne by the insured parties – C.1 Gross amount for year – C.2 (-) Portion borne by reinsurers –

Total “Life sector reserves” (329,317)

2. Loss sector Change in the technical reserves of the loss sector, – excluding the claims reserve, net of transfers to reinsurers

146 10.3 Analysis of “Claims relating to the year “

Charges for claims 12/31/2005

Life sector: Charges for claims, net of transfers to reinsurers A. Amounts paid (8,206) A.1 Gross amount for year (8,206) A.2 (-) Portion borne by reinsurers – B. Changes in reserves for amounts to be paid (54) B.1 Gross amount for year (54) B.2 (-) Portion borne by reinsurers –

Total “Claims - life sector” (8,260)

Loss sector: Charges for claims, net of recoveries and transfers to reinsurers C. Amounts paid – C.1 Gross amount for year – C.2 (-) Portion borne by reinsurers – D. Change in recoveries, net of the portion borne by reinsurers – E. Change in claims reserve – E.1 Gross amount for year – E.2 (-) Portion borne by reinsurers –

Total “Claims - loss sector” –

10.4 Analysis of “Other insurance income/charges, net”

12/31/2005 a) Charges “Life sector” (4,340) b) Charges “Loss sector” –

Total (4,340)

147 Section 11

Administrative costs - Line items 180

11.1 Payroll costs: analysis

Type of expense/Segments 12/31/2005 12/31/2004

1. Employees (286,493) (263,973) a) wages and salaries (207,777) (192,227) b) social security contributions (54,937) (51,370) c) severance indemnities (556) – d) pension expenses (122) – e) provision for severance indemnities (15,338) (12,989) f) provision for post-retirement benefits and similar commitments: (2,549) (2,406) – defined contribution (2,549) (2,406) – defined benefit – – g) payments to external supplementary pension funds: (4,413) (4,127) – defined contribution (4,413) (4,127) – defined benefit – – h) costs deriving from payment agreements based on own capital instruments (799) (854) i) other personnel benefits (2) – 2. Other personnel (3,193) (1,801) 3. Directors (4,007) (3,222)

Total (293,693) (268,996)

11.2 Average number of employees, by level: banking group

12/31/2005

1. Employees 4.562 a) Managers 93 b) Total supervisors 1,693 of which: 3rd and 4th level 847 c) Other employees 2,776 2. Other personnel 39

Total 4,601

11.3 Defined-benefit pension plans: total costs

12/31/2005 12/31/2004 a) Defined benefit pension plans (1,036) (1,010)

Total (1,036) (1,010) 148 The above costs relate to the allocation of the results of financial management to the pension fund of Cariprato SpA, net of the flat-rate tax paid on the increase in the value of the securities held by this pension fund and the insurance charges borne by the fund.

11.5 Other administrative costs: analysis

12/31/2005 12/31/2004

1. Indirect taxes and dues (46,478) (39,971) 2. Non-professional products and services (89,108) (91,160) 3. Professional services (9,695) (10,102) 4. Rent paid on buildings (19,535) (17,826) 5. Maintenance of fixed assets (7,158) (5,723) 6. Insurance (3,024) (2,975) 7. Other expenses (41,216) (37,485)

Total (216,214) (205,242)

149 Section 12

Net provisions for risks and charges - Line items 190

12.1 Net provisions for risks and charges: analysis

12/31/2005 12/31/2004 a) Provisions for legal disputes (12,051) (23,428) and other charges

Total (12,051) (23,428)

150 Section 13

Net adjustments to property, plant and equipment - Line items 200

13.1 Net adjustments to property, plant and equipment: analysis

Assets/Income items Depreciation Impairment Write-backs Net result adjustments

A. Property, plant and equipment A.1 Owned (14,748) (2) – (14,750) – for business purposes (14,748) (2) – (14,750) – for investment purposes –––– A.2 Held under financial leases: (615) – – (615) – for business purposes (615) – – (615) – for investment purposes ––––

Total (15,363) (2) – (15,365)

Property, plant and equipment are systematically depreciated in each year on a straight-line basis using rates that reflect the residual useful lives of the related assets.

The value of land associated with free-standing property has been separated from the value of the building and is not depreciated since it has an indefinite useful life.

151 Section 14

Net adjustments to intangible assets - Line items 210

14.1 Net adjustments to intangible assets: analysis

Assets/Income items Amortization Impairment Write-backs Net result adjustments

A. Intangible assets A.1 Owned (4,567) (242) – (4,809) – internally generated –––– – other (4,567) (242) – (4,809) A.2 Held under financial leases: ––––

Total (4,567) (242) – (4,809)

Intangible assets are amortized systematically each year on a straight-line basis over their estimated useful lives.

152 Section 15

Other operating charges/income - Line item 220

15.1 Other operating charges: analysis

12/31/2005 12/31/2004

1. Other charges (7,005) (9,103)

Total (7,005) (9,103)

15.2 Other operating income: analysis

12/31/2005 12/31/2004

1. Recovery of charges on deposits and overdrafts 2,134 2,342 2. Rent received for buildings 1,682 1,787 3. Recovery of taxes 35,412 26,289 4. Income from securitizations – 34,500 5. Other income 23,719 14,692

Total 62,947 79,610

The income referred to in point 4. was eliminated on the first-time adoption of IAS 39 (1/1/2005), since it relates to the securitization known as “Berica 5 Residential MBS” which does not meeting the IAS criteria for derecognition.

153 Section 16

Share of profit (loss) of equity investments - Line item 240

16.1 Share of profit (loss) of equity investments: analysis

Income item/Segments 12/31/2005 12/31/2004

1) Companies under joint control A. Income 6,783 4,341 1. Revaluations – – 2. Profit from disposals 2,229 862 3. Write-backs – – 4. Other positive changes 4,554 3,479 B. Charges – – 1. Write-downs – – 2. Impairment write-downs – – 3. Loss from disposals – – 4. Other negative changes – –

Net result 6,783 4,341

2) Companies subject to significant influence A. Income 103 2 1. Revaluations – – 2. Profit from disposals – – 3. Write-backs – – 4. Other positive changes 103 2 B. Charges (332) – 1. Write-downs – – 2. Impairment write-downs – – 3. Loss from disposals – – 4. Other negative changes (332) –

Net result (229) 2

Total 6,554 4,343

154 Section 17

Net gains (losses) arising on fair value adjustments to property, plant and equipment and intangible assets - Line item 250

17.1 Net gains (losses) arising on fair value adjustments to property, plant and equipment and intangible assets: analysis

Assets/Income item Revaluations Write-downs Exchange difference Net result Positive Negative

A. Property, plant and equipment 570 (161) – – 409 A.1 Owned: 570 (161)– – 409 – for business purposes ––––– – for investment purposes 570 (161)– – 409 A.2 Held under financial leases: ––––– – for business purposes ––––– – for investment purposes ––––– B. Intangible assets ––––– B.1Owned: ––––– B.1.1 internally generated ––––– B.1.2 other ––––– B.2 Held under financial leases: –––––

Total 570 (161) – – 409

155 Section 18

Adjustments to goodwill - Line item 260

18.1 Adjustments to goodwill: analysis

12/31/2005 12/31/2004 a) Adjustments to goodwill 2,572 –

This caption almost entirely reflects the reduction in the value of the goodwill relating to the former branches of Banca AntonVeneta, acquired on 31 December 2004, following the impairment test carried out in accordance with IAS 36.

156 Section 19

Gains (losses) on disposal of investments - Line item 270

19.1 Gains (losses) on disposal of investments: analysis

Income item/Segments 12/31/2005 12/31/2004

A. Buildings 571 2,499 – Disposal gains 624 2,499 – Disposal losses (53) – B. Other assets 25 1.010 – Disposal gains 173 2,032 – Disposal losses (148) (1,022)

Net result 596 3,509

157 Section 20

Income taxes on current operations - Line item 290

20.1 Income taxes on current operations: analysis

Income item/Segments 12/31/2005 12/31/2004

1. Current taxes (-) (76,186) (76,103) 2. Change in prior period income taxes (+/-) – – 3. Reduction in current taxes (+) – – 4. Change in deferred tax assets (+/-) (30,873) 1,605 5. Change in deferred tax liabilities (+/-) 32,945 10,715 6. Income taxes for the year (74,114) (63,783)

158 Section 21

Profit (loss) after tax on non-current assets held for sale - Line item 310

This section is not used.

159 Section 22

Minority interests - Line item 330

22.1 Analysis of line item 330 “Minority interests”

12/31/2005 12/31/2004

1. Cassa di Risparmio di Prato SpA 4,200 4,067 2. Banca Nuova SpA 152 33 3. Nordest Mercant SpA 780 – 4. NEM Sgr SpA 8 – 5. PrestiNuova SpA – –

Total 5,140 4,100

160 Section 23

OTHER INFORMATION

1. Collection of receivables on behalf of third parties: debit and credit adjustments

12/31/2005 12/31/2004 a) Debit adjustments 3,092,576 3,862,934 1. Current accounts 19,801 16,802 2. Central portfolio 3,048,678 3,824,832 3. Cash 24,097 21,300 4. Other accounts – – b) Credit adjustments 3,236,653 3.994.135 1. Current accounts 12,385 13,201 2. Transferors of notes and documents 3,198,121 3,957,825 3. Other accounts 26,147 23,109

The difference between the “debit” and “credit” adjustments during the year, Euro 144,077 thousand, is classified in caption 100 “other liabilities”.

161 Section 24

Earnings per share

Basis earnings per share and diluted earnings per share are provided below, as required by para. 70.b) of IAS 33.

Basic earnings per share is determined by dividing the results attributable to the Group (the nu- merator) by the weighted average number of ordinary shares in the Parent Bank outstanding during the year (the denominator).

Diluted earnings per share is determined by adjusting the results attributable to the Group and the weighted average number of shares outstanding to take account of any dilutive effects.

12/31/2005 12/31/2004

Earnings per share (basic) 2.36 2.29 Earnings per share (diluted) 2.22 2.12

Since the Parent Bank issued a convertible bond in 2003, the number of shares outstanding and the results attributable to the Group have been suitably modified in order to determine the diluted earnings per share.

24.1 Average number of ordinary shares on dilution of the share capital

12/31/2005 12/31/2004

Weighted average number of ordinary shares 53,341,745 51,450,367 Dilution adjustment 5,871,922 6,049,654 Weighted average number of ordinary shares (fully diluted) 59,213,667 57,500,021

In order to determine the basic earnings per share, the weighted average number of ordinary shares outstanding is calculated with reference to the number of ordinary shares outstanding at the start of the year, as adjusted by the number of ordinary shares acquired or issued during the year multiplied by the number of days such shares were in circulation in proportion to the total number of days in the year. Treasury shares are not included in the total number of shares outstanding.

In order to determine the diluted earnings per share, the weighted average number of ordinary shares outstanding is increased by the weighted average number of additional ordinary shares that would have been outstanding had all potential ordinary shares with a dilutive effect been converted. The potential ordinary shares with a dilutive effect were treated as if they had been converted into ordinary shares at the start of the year.

24.2 Other information

Since the Parent Bank has not issued any preferred shares, the results attributable to the holders of ordinary capital coincide with the Group’s consolidated net income.

162 PART D SEGMENT INFORMATION

The composition of the various business segments is as follows:

Retail banks: Banca Popolare di Vicenza ScpA Cassa di Risparmio di Prato SpA Banca Nuova SpA Product companies: B.P.Vi. Fondi SGR SpA Nordest Merchant SpA NEM Sgr BPV Finance (International) Plc PrestiNuova SpA Berica vita SpA Service companies: Informatica Vicentina SpA Immobiliare Stampa SpA Servizi Bancari SpA

The composition of the various geographical areas is as follows:

Northern Italy: Banca Popolare di Vicenza ScpA Informatica Vicentina SpA Immobiliare Stampa SpA Servizi Bancari SpA B.P.Vi. Fondi SGR SpA Nordest Merchant SpA NEM Sgr Berica vita SpA Vicenza Life Ltd Central Italy: Cassa di Risparmio di Prato SpA Southern Italy and the Islands: Banca Nuova SpA PrestiNuova SpA Other EU countries: BPV Finance (International) Plc Vicenza Life Ltd

163 A. PRIMARY SEGMENT

A.1 Distribution by business segments: income statement

Line items/Segments Commercial Product Service Other Total banks companies companies

1. Interest income 697,982 29,219 145 28,692 756,038 2. Interest expense (251,504) (16,478) (98) (46,209) (314,288) 3. Net fee and commission income 248,006 6,127 (28) 308 254,413 4. Dividends and similar income 42,537 1,375 – (22,629) 21,283 5. Net change in value of financial assets and liabilities 56,471 14,810 – 1,442 72,723 7. Net impairment adjustments to financial assets (102,439) – – – (102,439) 8. Net income from insurance activities – (1,503) – – (1,503) 9. Administrative expenses (501,682) (13,166) (15,660) 20,601 (509,907) 10. Provisions for risks and charges (11,751) (300) – – (12,051) 11. Net adjustments to property, plant and equipment (15,771) (411) (5,171) 1,179 (20,174) 12. Other operating charges/income 52,161 912 27,536 (19,680) 60,929

Net result 214,010 20,585 6,726 (36,296) 205,024

“Net change in value of financial assets and liabilities” comprises income statement captions 80, 90, 100 and 110. “Other operating charges/income” comprises income statement captions 220, 240, 250, 260 and 270. The “Other” column includes the eliminations not considered since they relate to other segments and consolidation adjustments.

164 A.2 Distribution by business segment: balance sheet

Line items/Segments Commercial Product Service Other Total banks companies companies

1. Loans to customers 14,555,875 52,153 3,425 227,675 14,839,128 2. Deposits with banks and liquid assets 1,541,096 87,958 9,448 (93,959) 1,544,543 3. Financial assets 2,306,240 1,655,479 3,906 (671,746) 3,293,879 4. Equity investments 1,091,737 1,200 250 (1,050,468) 42,719 5. Property, plant and equipment and intangible assets 460,581 1,567 218,460 188,702 869,311 6. Other assets 468,675 17,754 183 (160,268) 326,344

Total assets 20,424,204 1,816,111 235,672 (1,560,064) 20,915,924

1. Due to customers 8,498,841 – – 94,684 8,593,525 2. Deposits from banks 2,313,900 496,131 4,570 19,502 2,834,104 3. Financial liabilities 6,021,887 813,286 – (637,970) 6,197,203 4. Other liabilities 870,922 323,399 16,418 (170,327) 1,040,412

Total liabilities 17,705,550 1,632,816 20,988 (694,111) 18,665,244

Total indirect deposits 15,838,626 – – (782,176) 15,056,450

“Loans to customers” comprise asset caption 70. “Deposits with banks and liquid assets” comprise asset captions 10 and 60. “Financial assets” comprise asset captions 20, 30, 40 and 50. “Fi- nancial liabilities” comprise liability captions 30, 40, 50 and 60. “Other liabilities” comprise liability captions 80 b), 100, 110, 120 and 130. The “Other” column includes the eliminations not considered since they relate to other segments and consolidation adjustments.

165 B. SECONDARY SEGMENT

B.1 Distribution by geographical area: income statement

Line items/Geographical area Italy Other Total Northern Central Southern EU Italy Italy Italy countries and Islands

1. Interest income 520,574 130,480 83,468 21,516 756,038 2. Interest expense (236,625) (38,777) (25,520) (13,366) (314,288) 3. Net fee and commission income 193,050 33,919 30,333 (2,889) 254,413 4. Dividends and similar income 15,882 3,389 1,448 564 21,283 5. Net change in value of financial assets and liabilities 51,258 2,840 9,377 9,248 72,723 7. Net impairment adjustments to financial assets (88,522) (12,553) (1,364) – (102,439) 8. Net income from insurance activities (3,806) – – 2,303 (1,503) 9. Administrative expenses (324,017) (94,298) (87,852) (3,740) (509,907) 10. Provisions for risks and charges (7,485) (1,857) (2,709) – (12,051) 11. Net adjustments to property, plant and equipment (13,104) (3,991) (3,037) (42) (20,174) 12. Other operating charges/income 47,085 7,528 6,328 (12) 60,929

Net result 154,290 26,680 10,472 13,582 205,024

“Net change in value of financial assets and liabilities” comprise income statement captions 80, 90, 100 and 110. “Other operating charges/income” comprise income statement captions 220, 240, 250, 260 and 270.

166 B.2 Distribution by geographical area: balance sheet

Line items/Geographical area Italy Other Total Northern Central Southern EU Italy Italy Italy countries and Islands

1. Loans to customers 10,766,522 2,411,941 1,618,267 42,398 14,839,128 2. Deposits with banks and liquid assets 1,400,564 60,663 79,639 3,677 1,544,543 3. Financial assets 1,563,381 241,535 170,318 1,318,644 3,293,878 4. Equity investments 30,336 2,468 9,915 – 42,719 5. Property, plant and equipment and intangible assets 675,033 114,358 79,817 103 869,311 6. Other assets (19,012) 73,400 255,120 16,836 326,344

Total assets 14.416,824 2,904,365 2,213,076 1,381,658 20,915,923

1. Due to customers 5,365,934 1,552,932 1,674,659 – 8,593,525 2. Due to other banks 2,546,901 54,568 (139,123) 371,758 2,834,104 3. Financial liabilities 4,246,915 706,331 501,126 742,831 6,197,203 4. Other liabilities 555,173 196,748 258,916 29,575 1,040,412

Total liabilities 12.714,923 2,510,579 2,295,578 1,144,164 18,665,244

Total indirect deposits 11,716,602 1,104,600 2,235,248 – 15,056,450

167 PART E INFORMATION ON RISKS AND RELATED HEDGING POLICY

Section 1

Risks of the banking group 1.1 Credit risk QUALITATIVE INFORMATION

General aspects

The credit policy adopted by the Group over the past year focuses on responding to demand from individuals and firms, with an emphasis on meeting local needs; special attention has been given to the risk/yield relationship and to the adequacy of guarantees received, including mortgages, especially for longer-term loans.

The development of business with private customers concentrated on mortgages and personal loans, for which strong demand is matched by a broad and complete range of products.

Demand from small businesses was mainly satisfied by short-term loans, involving a broad spread of risk, while the Group’s business with medium and large companies tended to focus on medium-term loans, especially those backed by mortgage guarantees. In all cases, special care has been taken in the selection of economic sectors, giving preference to lower risk activities. We have also supported the special financing needs of businesses.

Credit risk management policies

1. Organisational aspects

Operations have been essentially standardized with regard to the management of credit risk, with the creation of dedicated functions that perform the various monitoring activities, as envisaged by the Supervisory Instructions (Part IV, Chapter 11, Section II). Each type of activity is supported by appropriate IT procedures. In particular, the processes for the control of credit risk involve: – “routine” controls, carried out at branch level; – “specialist” controls performed by the Anomalous Loans Unit within the Credit Department, with a view to preventing insolvency by taking early action to resolve anomalies; – inspections, carried out by the audit function both on-site and on a remote basis, in order to verify the quality of loans and the support for decisions taken by the functions responsible for granting and administering loans.

1.1 Management, measurement and monitoring systems

The risk-management system (SGR) plays an important role in the monitoring and management of credit risk, allowing account managers to check on changes in the credit status of customers and identify on a timely basis any deterioration in the standing of borrowers. The workings of this system are described later in the paragraph on “Impaired financial assets”. From a technical standpoint, the SGR system generates scores to rank customers in terms of their credit risk.

The system was initially implemented, tested and used operationally (from October 2004) by the

168 Parent Bank; utilization was extended during 2005 to CariPrato (January 2005) and Banca Nuo- va (April 2005).

The information managed by the internal credit rating system has been analyzed/checked by the Risk Management office. Based on this analysis and having confirmed the predictive capabilities of the rating system, a statistical inference engine was built in 2004 and updated in 2005, as fresh data became available, in order to determine the likelihood of default by borrowers within one year (the probability that the related positions will be reclassified as watchlist or non-performing loans within one year). The same work has also been performed at the subsidiary banks, where activities are at the testing stage.

1.2 Credit risk mitigation techniques

The principal security obtained by the Group’s banks comprises: – mortgages on property – pledges of cash and various types of security (government securities, bonds, mutual funds, assets under management, insurance policies, certificates of deposit, foreign securities etc.). Eq- uities, goods and futures are also pledged. With regard to the way these guarantees are administered, they are obtained via the signature of proper pledge contracts and mortgages (witnessed by notaries) and included in the automated “Credit Lines and Guarantee” procedure which manages, controls and monitors them.

Unsecured guarantees are mainly given by: – individuals in favor of the companies in which they are stockholders and/or directors – individuals in favor of other individuals who are related by family ties – guarantee consortia in favor of member companies/personal businesses (under agreements made with the Bank) To a limited extent, there are also unsecured guarantees from companies in favor of subsidiaries/associates and from financial institutions essentially in favor of companies

Analysis of these guarantees does not reveal a special degree of concentration within the various technical forms since, except in particular cases, they are essentially “specific” to each position. In addition, there are generally no contractual restrictions that might undermine the legal validity of the guarantees obtained.

Lastly, a legal / organizational / information system is used to check the legal and operational effectiveness of guarantees which uses texts and IT support for the various guarantees, prepared in accordance with ABI instructions, including: – the process governed by internal regulations, which establish rules for attributing value to the guarantees obtained (appraisals, confirmation / checking / monitoring of events, with mortgage searches, real-time valuation of quoted securities etc.) – check of the authenticity of the signatures obtained for the various guarantees (check of company deeds, “witnessing” of signatures by bank personnel, authentication by notaries etc.).

1.3 Impaired financial assets

As described in the section on organisational matters, anomalous loans that are not doubtful are monitored by both the commercial network and the Anomalous Loans units, whose mission is to “prevent insolvency”. These units operate within and report to the Credit Department.

169 The main tool used to identify “anomalous” loans is the SGR procedure which provides a “performance rating”. Each month, this procedure analyzes all private and corporate customers who have borrowed at least 200 euro (the greater of the line of credit and the draw- down), excluding the positions that are already classified as watchlist or non-performing, allocating them a rating that expresses the probability of insolvency on a 12 point scale (AAA, AA, A, BBB, BB, B, CCC, CC, C, DDD, DD, D+). This classification represents a forecast for the next 6-12 months. Based on the rating given, the SGR system suggests an overall classification to the account manager within one of the following three categories: “performing” (BO), under “observation” (OS) and “high risk” (AR). The account manager, having assessed the real situation of the customer with regard to all positions that are not automatically classified as “performing”, may: – agree with the proposed classification and therefore establish a suitable plan for improving the relationship – disagree with the proposed classification, being in possession of information that justifies an exception to the system’s proposal and, therefore, take no action to improve the relationship.

The principal innovation is that account managers are no longer required to justify customer anomalies, but rather to take preventive action based on the rating forecast in order to minimize the need for legal action later. In general, the position remains under “observation” or “high risk” for a maximum of 12 months, after which consideration is given to reclassifying it as performing, or to a worse category (watchlist or non-performing).

Loans in the “watchlist” or “non-performing” categories are not covered automatically by the SGR procedure and continue to be monitored by the account managers concerned, with support from the units responsible for the control and management of anomalous loans.

The classification of loans as “non-performing” is based on the criteria laid down in the supervisory regulations. Accordingly, this category comprises loans to parties that are insolvent or in similar circumstances, even if not confirmed by a judge, the recovery of which is the subject of court action or other suitable measures.

Non-performing loans are administered by an experienced central team at the Parent Bank, using an IT procedure common to all members of the Sec Servizi consortium, while legal activities are performed by internal specialists. Recovery action is taken on a pro-active basis, in order to optimize legal procedures and maxi- mize the related economic and financial results. In particular, when evaluating the steps to take, internal lawyers prefer to take out-of-court action with recourse to settlements that accelerate recoveries and contain the level of costs incurred. Where this route is not applicable, and especially with regard to larger amounts and when greater recoveries can be expected, external lawyers are instructed to take legal action since this represents both a method of putting legitimate pres- sure on the debtor and a way to resolve disputes. Small loans that are uncollectible or difficult to collect are generally grouped together and sold without recourse, given that legal action would be uneconomic in cost/benefit terms.

For financial reporting purposes, non-performing loans are analyzed in detail to determine the provisions required to cover expected losses. The extent of the loss expected from each relationship is determined with reference to the solvency of the debtor, the nature and value of the guarantees obtained and the progress made by recovery procedures. Estimates are made on a highly prudent basis which, following the adoption of IAS 39, now includes discounting criteria.. This complex evaluation process is assisted by the subdivision of the loan portfolio into similar cate- 170 gories and year of origin, taking account of the realizable value of the personal and/or corporate assets of the debtor and the guarantors.

Lastly, the proper performance of the work to administer and evaluate non-performing loans is assured by both periodic internal audit checks and by external verification activities, carried out by the Board of Statutory Auditors and the independent auditors.

171 QUANTITATIVE INFORMATION

CREDIT QUALITY

A.1 IMPAIRED AND PERFORMING LOANS SIZE, ADJUSTMENTS, TRENDS, ECO- NOMIC AND TERRITORIAL DISTRIBUTION

A.1.1 Distribution of financial assets by portfolio and quality of lending (book values)

Portfolio/Quality Banking group Other businesses Total Non-performing Watchlist Restructured Exposures Country Other Impaired Other loans loans exposures past due risk assets loans

1. Financial assets held for trading –––––1,523,889 – – 1,523,889 2. Financial assets available for sale–––––1,447,533 – – 1,447,533 3. Financial assets held to maturity–––––53,770 – – 53,770 4. Loans and advances to banks 1 – – – 27,010 1,375,382 – – 1,402,393 5. Loans and advances to customers 166,648 224,913 – 120,664 1,290 14,325,613 – – 14,839,128 6. Financial assets at fair value –––––268,553 – – 268,553 7. Financial assets being sold ––––––––– 8. Hedging derivatives –––––133 – – 133

Total at 31/12/2005 166,649 224,913 – 120,664 28,300 18,994,873 – – 19,535,399

172 A.1.2 Distribution of financial assets by portfolio and quality of lending (gross and net values)

Portfolio/Quality Impaired loans Other assets Total Gross Specific Portfolio Net Gross Portfolio Net exposure adjustments adjustments exposure exposure adjustments exposure

A. Banking group 1. Financial assets held for trading ––––1,523,889 – 1,523,889 1,523,889 2. Financial assets available for sale ––––1,460,206 12,673 1,447,533 1,447,533 3. Financial assets held to maturity ––––53,770 – 53,770 53,770 4. Deposits with banks 300 299 – 1 1,403,392 1,000 1,402,392 1,402,393 5. Loans and advances to customers 771,790 224,598 34,969 512,223 14,401,895 74,991 14,326,904 14,839,127 6. Financial assets at fair value ––––268,553 – 268,553 268,553 7. Financial assets being sold –––––––– 8. Hedging derivatives ––––133 – 133 133

Total A 772,090 224,897 34,969 512,224 19,111,838 88,664 19,023,174 19,535,398

B. Other consolidated companies 1. Financial assets held for trading –––––––– 2. Financial assets available for sale –––––––– 3. Financial assets held to maturity –––––––– 4.Deposits with banks –––––––– 5. Loans and advances to customers –––––––– 6. Financial assets at fair value –––––––– 7. Financial assets being sold –––––––– 8. Hedging derivatives ––––––––

Total B ––––––––

Total at 31/12/2005 772,090 224,897 34,969 512,224 19,111,838 88,664 19,023,174 19,535,398

173 A.1.3 Cash and off-balance sheet exposures to banks: gross and net values

Type of exposure/Amounts Gross Specific Portfolio Net exposure adjustments adjustments exposure

A. CASH EXPOSURES a) Non-performing loans 300 299 – 1 b) Watchlist loans –––– c) Restructured exposures –––– d) Exposures past due –––– e) Country risk 28,010 x 1,000 27,010 f) Other assets 1,375,382 x – 1,375,382

Total A 1,403,692 299 1,000 1,402,393

B. OFF-BALANCE SHEET EXPOSURES a)Impaired loans –––– b) Other 379,256 x – 379,256

Total B 379,256 – – 379,256

A.1.4 Cash exposures to banks: dynamics of gross impaired loans and loans subject to “country risk”

Categories Non-performing Watchlist Restructured Exposures Country loans loans exposures past due risk

A. Opening gross exposure 300 – – – 13,133 of which: sold but not eliminated from the balance sheet –––––

B. Increases ––––14,877 B.1 Transfers from performing loans ––––– B.2 Transfers from other categories of impaired exposure ––––– B.3 Other increases ––––14,877 C. Decreases ––––– C.1 Transfers to performing loans ––––– C.2 Write-offs ––––– C.3Collections ––––– C.4 Proceeds from disposals ––––– C.5 Transfers to other categories of impaired exposure ––––– C.6 Other decreases –––––

D. Closing gross exposure 300 – – – 28,010 of which: sold but not eliminated from the balance sheet –––––

174 A.1.5 Cash exposures to banks: dynamics of total writedowns

Categories Non-performing Watchlist Restructured Exposures Country loans loans exposures past due risk

A. Total opening adjustments 299 – – – 1,000 of which: sold but not eliminated from the balance sheet –––––

B. Increases ––––– B.1Adjustments ––––– B.2 Transfers from other categories of impaired exposure ––––– B.3 Other increases ––––– C. Decreases ––––– C.1 Write-backs on valuation ––––– C.2 Write-backs due to collections ––––– C.3 Write-offs ––––– C.4 Transfers to other categories of impaired exposure ––––– C.5 Other decreases –––––

D. Total closing adjustments 299 – – – 1,000 of which: sold but not eliminated from the balance sheet –––––

A.1.6 Cash and off-balance sheet exposures to customers: gross and net values

Type of exposure/Amounts Gross Specific Portfolio Net exposure adjustments adjustments exposure

A. CASH EXPOSURES a) Non-performing loans 346,070 179,422 – 166,648 b) Watchlist loans 302,874 45,175 32,786 224,913 c) Restructured exposures –––– d) Exposures past due 122,848 – 2,184 120,664 e) Country risk 1,290 x – 1,290 f) Other assets 14,400,604 x 74,991 14,325,613

Total A 15,173,686 224,597 109,961 14,839,128

B. OFF-BALANCE SHEET EXPOSURES a) Impaired loans 5,412 818 – 4,594 b) Other 1,461,386 x 3,286 1,458,100

Total B 1,466,798 818 3,286 1,462,694

175 A.1.7 Cash exposures to customers: dynamics of gross impaired loans and loans subject to “country risk”

Categories Non-performing Watchlist Restructured Exposures Country loans loans exposures past due risk

A. Opening gross exposure 331,558 189,364 7,136 – 1,813 of which: sold but not eliminated from the balance sheet –––––

B. Increases 125,673 329,786 –122,848 – B.1 Transfers from performing loans 17,411 303,552 – 122,848 – B.2 Transfers from other categories of impaired exposure 88,462 6,051 – – – B.3 Other increases 19,800 20,183 – – – C. Decreases 111,160 216,276 7,136 – 523 C.1 Transfers to performing loans 568 31,533 – – – C.2 Write-offs 50,518 1,250 239 – – C.3 Collections 58,970 95,408 455 –523 C.4 Proceeds from disposals 1,101 16 – – – C.5 Transfers to other categories of impaired exposure 3 88,069 6,442 – – C.6 Other decreases –––––

D. Closing gross exposure 346,071 302,874 – 122,848 1,290 of which: sold but not eliminated from the balance sheet –––––

A.1.8 Cash exposures to customers: dynamics of total writedowns

Categories Non-performing Watchlist Restructured Exposures Country loans loans exposures past due risk

A. Total opening adjustments 153,881 31,076 2,357 – – of which: sold but not eliminated from the balance sheet –––––

B. Increases 97,685 67,581 1,104 2,184 – B.1 Adjustments 59,612 49,295 5 2,184 – B.2 Transfers from other categories of impaired exposure 12,549 3,222 – – – B.3 Other increases 25,524 15,064 1,099 – – C. Decreases 72,144 20,695 3,461 – – C.1 Write-backs on valuation 14,530 6,249 – – – C.2 Write-backs due to collections 7,108 539 – – – C.3 Write-offs 50,506 1,250 239 – – C.4 Transfers to other categories of impaired exposure – 12,549 3,222 – – C.5 Other decreases – 108 – – –

D. Total closing adjustments 179,422 77,962 – 2,184 – of which: sold but not eliminated from the balance sheet –––––

176 A.2 CLASSIFICATION OF EXPOSURES BASED ON EXTERNAL AND INTERNAL RATINGS

This section is not used.

177 B. DISTRIBUTION AND CONCENTRATION OF LENDING

B.2 Distribution of loans to non-financial businesses

12/31/2005 12/31/2004 a) Other services for sale 2,418,811 1,806,952 b) Wholesale and retail services, recoveries and repairs 1,337,667 1,257,642 c) Construction and public works 951,792 815,848 d) Textiles, leather, shoes and clothing 890,759 847,088 e) Other industrial products 481,203 464,683 f) Other sectors 2,619,109 2,917,817

Total 8,699,341 8,110,030

B.5 Significant risks (pursuant to supervisory regulations)

12/31/2005 12/31/2004 a) amount 292,916 343,226 b) number 1 2

178 C. SECURITIZATIONS AND DISPOSAL OF ASSETS

The Group’s securitizations

The securitizations carried out by the Group, in accordance with Law 130/99, are described below. They all involve performing loans consisting of mortgages granted to private individuals and/or businesses resident in Italy.

“Berica MBS Srl” securitization

The first securitization was arranged at the end of 2000 with the following characteristics:

– Vehicle company: Berica MBS Srl – Group interest in vehicle company: 5% – Date of assignment of loans: 31.12.2000 – Type of loans assigned: Mortgage loans – Quality of loans assigned: Performing loans – Guarantees on loans assigned: First mortgage – Geographical area of loans assigned: Italy – Business activity of debtors assigned: Individuals, companies – Number of loans assigned: 5,360 – Price of loans assigned: Euro 340,963 thousand – Nominal value of loans assigned: Euro 324,928 thousand – Excess spread: Euro 14,964 thousand – Interest accrued on loans assigned: Euro 1,071 thousand

Morgan Stanley & Co International Limited was chosen to arrange and structure the transaction. The credit rating agencies appointed to carry out due diligence in relation to the transaction were Fitch IBCA, Standard & Poor’s and Moody’s, while Banca Popolare di Vicenza was appointed to act as servicer of the assigned assets and cash manager. The role of account bank and paying agent is carried out by Deutsche Bank SpA in Milan, while Credito Fondiario Indus- triale SpA is the calculation agent and representative of the noteholders.

The characteristics of the asset-backed securities issued on 7 March 2001 are as follows:

Tranche Rating Percentage Amount Spread1 Fitch / Moody’s / S&P % (in thousands of Euro) (bps)

Class A1 AAA / Aaa / AAA 38.09 131,353 18 Class A2 AAA / Aaa / AAA 48.59 167,565 34 Class B A / A / A 5.65 19,495 75 Class C BBB / Baa2 / BBB 1.88 6,498 175 Class D (subordinated) – 5.79 19,926 300

Total – 100.00 344.837 –

1 The spread is linked to 6-month Euribor.

179 “Berica 2 MBS Srl” securitization

The second securitization, arranged towards the end of 2001, has the same contents and operating procedures as the first securitization. Its characteristics are as follows:

– Vehicle company Berica 2 MBS Srl – Group interest in vehicle company: 5% – Date of assignment of loans: 01.12.2001 – Type of loans assigned: Mortgage loans – Quality of loans assigned: Performing loans – Guarantees on loans assigned: First mortgage – Geographical area of loans assigned: Italy – Business activity of debtors assigned: Individuals, companies – Number of loans assigned: 3,903 – Price of loans assigned: Euro 318,808 thousand – Nominal value of loans assigned: Euro 302,686 thousand – Excess spread: Euro 15,621 thousand – Interest accrued on loans assigned: Euro 501 thousand

Lehman Brothers Inc. was chosen to arrange and structure the transaction. The credit rating agencies appointed to perform due diligence in relation to the transaction were Standard & Poor’s and Fitch IBCA, while Banca Popolare di Vicenza was appointed as servicer of the assigned assets and as the collection account bank. The role of cash manager is being performed by BPVi Fondi Sgr Spa, while Credito Fondiario Industriale SpA is the calculation agent and representative of the noteholders. The role of account bank and paying agent is carried out by Deutsche Bank Spa in Milan. The characteristics of the asset-backed securities issued on 21 February 2002 are as follows:

Tranche Rating Percentage Amount Spread1 Fitch / Moody’s / S&P % (in thousands of Euro) (bps)

Class A1 AAA / AAA 39.56 127,100 27 Class A2 AAA / AAA 48.99 157,400 34 Class B A / A 4.23 13,600 65 Class C BBB / BBB 1.43 4,585 160 Class D (subordinated) – 5.79 18,584 –

Total – 100.00 321.269 –

1 The spread is linked to 6-month Euribor. The class D note has a fixed six-monthly coupon of 2% per annum.

180 “Berica 3 MBS Srl” securitization

The third securitization, arranged towards the end of 2002, has the same contents and operating procedures as the other two securitizations, with the following characteristics:

– Vehicle company: Berica 3 MBS Srl – Group interest in vehicle company: 5% – Date of assignment of loans: 01.12.2002 – Type of loans assigned: Mortgage loans – Quality of loans assigned: Performing loans – Guarantees on loans assigned: First mortgage – Geographical area of loans assigned: Italy – Business activity of debtors assigned: Individuals, companies – Number of loans assigned: 5,994 – Price of loans assigned: Euro 430,846 thousand – Nominal value of loans assigned: Euro 409,653 thousand – Excess spread: Euro 20,154 thousand – Interest accrued on loans assigned: Euro 1,039 thousand

Schroder Salomon Smith Barney was chosen to arrange and structure the transaction. The credit rating agencies appointed to perform due diligence in relation to the transaction were Standard & Poor’s and Fitch IBCA, while Banca Popolare di Vicenza was appointed as servicer of the assigned assets and as the collection account bank. The role of cash manager is being performed by BPVi Fondi Sgr Spa. The role of account bank and paying agent is carried out by Deutsche Bank Spa in Milan, that of calculation agent by Deutsche Bank in London, while Deutsche Trustee Company Limited acts as the representative of the noteholders. The characteristics of the asset-backed securities issued on 18 February 2003 are as follows:

Tranche Rating Percentage Amount Spread1 Fitch / Moody’s / S&P % (in thousands of Euro) (bps)

Class A AAA / AAA 90.27 389,170 35 Class B A/ A 3.80 16,380 80 Class C BBB / BBB 0.95 4,100 125 Class D (subordinated) – 4.98 21,452 –

Total – 100.00 431,102 –

1 The spread is linked to 6-month Euribor. The class D note has a fixed six-monthly coupon of 2% per annum.

181 “Berica Residential MBS 1 Srl” securitization

The fourth securitization, arranged towards the end of 2003, repeats the contents and operating procedures of the previous transactions, but differs by being a multioriginator securitization. In particular, it provided for the without-recourse assignment of performing residential mortgage loans to a new vehicle company (SPV) set up by the Parent Bank Banca Popolare di Vicenza together with two other Group banks, Banca Nuova SpA and Cassa di Risparmio di Prato SpA. The portfolio assigned has the following characteristics:

– Vehicle company: Berica Residential MBS 1 Srl – Group interest in vehicle company: 5% – Date of assignment of loans: 01.12.2003 – Type of loans assigned: Mortgage loans – Quality of loans assigned: Performing loans – Guarantees on loans assigned: First mortgage – Geographical area of loans assigned: Italy – Business activity of debtors assigned: Individuals – Number of loans assigned: 7,340 – Price of loans assigned: Euro 616,112 thousand – Nominal value of loans assigned: Euro 588,672 thousand – Excess spread: Euro 24,900 thousand – Interest accrued on loans assigned: Euro 2,540 thousand

Morgan Stanley & Co International Limited was chosen to arrange and structure the transaction. The credit rating agencies appointed to perform the due diligence for this transaction were Standard & Poor’s and Fitch Ratings, while Banca Popolare di Vicenza was appointed as master servicer of the assigned assets and as the collection account bank. The role of cash manager is being performed by BPVi Fondi Sgr Spa. The role of account bank and paying agent is carried out by Deutsche Bank SpA in Milan, that of calculation agent by Deutsche Bank A.G. in Lon- don, while Deutsche Trustee Company Limited acts as the representative of the noteholders. The characteristics of the asset-backed securities issued on 18 March 2004 are as follows:

Tranche Rating Percentage Amount Spread1 Fitch / Moody’s / S&P % (in thousands of Euro) (bps)

Class A AAA / AAA 89.93 553,175 20 Class B A/ A 3.83 23,539 57 Class C BBB / BBB 1.91 11,769 120 Class D (subordinated) – 4.33 26,640 –

Total – 100.00 615,123 –

1 The spread is linked to 6-month Euribor. The class D note has a fixed six-monthly coupon of 2% per annum.

182 –Berica 5 Residential MBS Srl– securitization

The latest multioriginator securitization, completed towards the end of 2004, provided for the without-recourse assignment of performing residential mortgage loans to a new vehicle company (SPV) set up by the Parent Bank Banca Popolare di Vicenza together with two other Group banks, Banca Nuova and Cassa di Risparmio di Prato. The portfolio assigned has the following characteristics:

– Vehicle company: Berica 5 Residential MBS Srl – Group interest in vehicle company: 5% – Date of assignment of loans: 01.11.2004 – Type of loans assigned : Mortgage loans – Quality of loans assigned: Performing loans – Guarantees on loans assigned: First mortgage – Geographical area of loans assigned: Italy – Business activity of debtors assigned: Individuals – Number of loans assigned: 7,507 – Price of loans assigned: Euro 711,605 thousand – Nominal value of loans assigned: Euro 675,878 thousand – Excess spread: Euro 34,500 thousand – Interest accrued on loans assigned: Euro 1,227 thousand

Morgan Stanley & Co International Limited was chosen to arrange and structure the transaction. The credit rating agencies appointed to perform due diligence in relation to the transaction were Standard & Poor’s and Fitch Ibca, while Banca Popolare di Vicenza was appointed as master servicer of the assigned assets and as the collection account bank. The role of cash manager is being performed by BPVi Fondi Sgr Spa. The role of account bank and paying agent is carried out by Deutsche Bank SpA in Milan, that of calculation agent by Deutsche Bank A.G. in Lon- don, while Deutsche Trustee Company Limited acts as the representative of the noteholders. The characteristics of the asset-backed securities issued on 15 December 2004 are as follows:

Tranche Rating Percentage Amount Spread1 Fitch / Moody’s / S&P % (in thousands of Euro) (bps)

Class A AAA / AAA 88.84 631,946 12 Class B A/ A 3.80 27,035 30 Class C BBB / BBB 2.38 16,897 100 Class D (subordinated) – 4.98 35,400 –

Total – 100.00 711,278 –

1 The spread is linked to 6-month Euribor. The class D note has a fixed six-monthly coupon of 3.2% per annum.

183 “Siena Mortgage 02-3 Srl” securitization

Cassa di Risparmio di Prato SpA, which joined the Banca Popolare di Vicenza Group in March 2003, had already carried out a securitization in June 2002 in accordance with Law 130/99 together with Banca MPS SpA, Banca Toscana SpA and Banca 121 SpA.

This transaction had the following characteristics:

– Vehicle company: Siena Mortgages 02-3 Srl – Group interest in vehicle company: 0,90% – Date of assignment of loans: 27.06.2002 – Type of loans assigned: Mortgage loans – Quality of loans assigned: Performing loans – Guarantees on loans assigned: First mortgage – Geographical area of loans assigned: Italy – Business activity of debtors assigned: Individuals – Number of loans assigned: 25,438 including: Cariprato 2197 – Price of loans assigned: Euro 1,712,181 thousand including: Cariprato Euro 146,862 thousand – Nominal value of loans assigned: Euro 1,615,070 thousand including: Cariprato Euro 139,350 thousand – Excess spread: Euro 72,782 thousand including: Cariprato Euro 5,202 thousand – Interest accrued on loans assigned: Euro 24,329 thousand including: Cariprato Euro 2,310 thousand

The structuring of the transaction was completed in November 2002, when Siena Mortgages 02- 3 Srl issued the following notes:

Tranche Rating Percentage Amount Spread1 Fitch / Moody’s / S&P % (in thousands of Euro) (bps)

Class A 1 AAA / AAA 20.00 323,210 20 Class A 2 AAA / AAA 74.00 1,195,900 30 Class B AA / AA 4.00 64,640 55 Class C BBB / BBB 2.00 32,320 150

Total – 100.00 1,616,070 –

184 Accounting treatment of the Group’s securitizations

With regard to the above securitizations, except for the last, the securitized assets were not reinstated on the first-time adoption of IAS 39, as allowed by para. 27 of IFRS 1. The latest securitization known as Berica 5 Residential Mbs, arranged subsequent to 1/1/2004, does not meet the derecognition requirements of IAS 39 since the Group subscribed for all of the junior asset-backed securities issued by the vehicle company. Accordingly, the residual securitized assets were reinstated at the above date and the related junior notes were eliminated, reflecting the excess spread collected on the sale of the loans. These assets have been subjected to a collective impairment test.

Objectives and goals

With specific reference to objectives and goals, all of these securitization transactions form a strategic part of the Group’s expectations of further expansion in the mortgage sector and the general process of expanding bank lending, which requires adequate liquidity to be raised in advance to meet future loan requests. More specifically, all of the above securitizations carried out by the Group address the following objectives: – to free up assets, while improving the treasury position; – to reduce maturity mismatching between deposits and long-term lending; – to reduce the ratio of long-term lending to total lending; – to reduce the ratio of customer loans/deposits.

Type of financial instruments held

With reference to the securitizations arranged by the Group, the following table reports the type of financial instruments held and the total amount of securitized assets underlying the junior notes as of 31 December 2005.

185 Financial instruments held Nominal value Book value

Berica MBS Srl – Senior – – – Mezzanine – – – Junior 19,926 6,858

Total 19,926 6,858

Berica 2 MBS Srl – Senior – – – Mezzanine 8,185 8,345 – Junior 18,584 11,874

Total 26,769 20,219

Berica 3 MBS Srl – Senior 2,003 2,013 – Mezzanine 10,100 10,328 – Junior 19,476 19,786

Total 31,579 32,127

Berica Residential 1 MBS Srl – Senior – – – Mezzanine 11,769 12,302 – Junior 26,640 35,550

Total 38,409 47,852

186 Securitized assets underlying Junior securities Book value

Berica MBS Srl Own securitized underlying assets: 116,416 – Non-performing loans 2,132 – Watchlist loans 2,875 – Other assets 111,409 Third-party securitized underlying assets: – – Non-performing loans – – Watchlist loans – – Other assets –

Total 116,416

Berica 2 MBS Srl Own securitized underlying assets: 179,851 – Non-performing loans 6,490 – Watchlist loans 5,829 – Other assets 167,532 Third-party securitized underlying assets: – – Non-performing loans – – Watchlist loans – – Other assets –

Total 179,851

Berica 3 MBS Srl Own securitized underlying assets: 262,298 – Non-performing loans 3,503 – Watchlist loans 5,101 – Other assets 253,694 Third-party securitized underlying assets: – – Non-performing loans – – Watchlist loans – – Other assets –

Total 262,298

Berica Residential MBS 1 Srl Own securitized underlying assets: 478,104 – Non-performing loans 2,588 – Watchlist loans 8,672 – Other assets 466,844 Third-party securitized underlying assets: – – Non-performing loans – – Watchlist loans – – Other assets –

Total 478,104

187 Third-party securitizations

At the end of 2005, the Banca Popolare di Vicenza Group held securities deriving from securitizations carried out by third parties, as follows:

Financial instruments held Nominal value Book value

– Senior 73,152 73,411 – Mezzanine 70,197 70,463 – Junior – –

Total 143,349 143,874

Details of Senior securities:

ISIN code Description Nominal value Book value

IT0003702153 MEMOSEC04/06 S1 CL A 7,557 7,649 IT0003702211 MEMOSEC04/09 S2 CLA1 1,463 1,484 IT0003856611 LIBECCIO TV 05/15ABS 9,660 9,687 IT0003402937 SCIP SOCIETA CARTOLARIZZAZIONE 5,000 5,021 XS0172548397 SHERWOOD CASTLE FUNDING PLC 3,000 3,014 XS0137443437 ABSOLUTE FUNDING SRL 2,032 2,034 IT0003277552 LINE AAA SRL 3,450 3,455 IT0003172613 LOMBARDA LEASE FINANCE SRL 480 480 IT0003653414 PMI FINANCE SRL 2,706 2,710 ES0309363002 SANTANDER CONSUMER FINANCE SPA 2,268 2,274 XS0230464314 REC RETAIL PARKS LTD. 4,000 4,002 XS0143891488 CLARE ISLAND BV 4,000 4,008 FR0010251504 EUROPEAN LOAN CONDUIT 2,500 2,500 IT0003341770 SOCIETA CARTO CRED INPS 4,000 4,010 IT0003188312 LOCAT SECURITISATION VEHICLE S 5,000 5,020 DE0006482706 EUROPA LTD. 5,000 5,008 XS0140346098 SMILE SECURITISATION COMPANY B 1,095 1,098 XS0179206858 E-MAC 4,143 4,158 XS0232966910 OXFORD STREET FINANCE LTD 5,000 5,000 XS0135010410 STREAM 798 799

Total 73,152 73,411

188 Details of Mezzanine securities:

ISIN code Description Nominal value Book value

XS0138491377 NOVA 3,000 3,021 XS0190180918 SAGRES SOCIEDADE DE TITULARIZA 7,000 6,986 XS0238920655 SMILE 2005 SYNTHETIC B.V 2,000 2,001 IT0003188338 LOCAT SECURITISATION VEHICLE S 4,000 4,027 FR0010247593 FCC PROUDREED PROPERTIES 2,500 2,497 XS0220767106 FOREST FINANCE PLC 4,000 3,992 IT0003872774 FONDO IMFurniture PUBBLICI FUNDIN 6,000 6,036 IT0003473532 CPG SCARL 3,000 3,042 IT0003940050 PHARMA FINANCE SRL 3,500 3,500 XS0121825466 SIENA MORTGAGES 3,000 3,014 IT0003683262 CREDICO FINANCE 4,000 4,014 FR0010029231 LOGGIAS 4,197 4,232 IT0003951123 LOCAT SECURITISATION VEHICLE S 4,000 4,002 IT0003182174 SEASHELL SECURITIES PLC 1,000 1,008 XS0157154567 HOLMES FINANCING PLC 3,000 3,015 XS0165443960 HOLMES FINANCING PLC 3,000 3,023 XS0235420725 PARAGON MORTGAGES PLC 3,000 2,994 XS0163978066 PERMANENT FINANCING PLC 5,000 5,024 XS0168666013 GRANITE MORTGAGES PLC. 2,000 2,021 XS0184563111 GRANITE MORTGAGES PLC. 3,000 3,014

Total 70,197 70,463

The Group does not perform the role of arranger and/or servicer in any of the above securitizations, nor does it have any interest in the related vehicle companies.

Servicer and arranger activities

For all of the Group’s securitizations, Banca Popolare di Vicenza (as well as Cassa di Risparmio di Prato SpA and Banca Nuova SpA, but only for the last two multioriginator transactions) has signed specific servicing contracts with the respective vehicle companies to co-ordinate and su- pervise the management, administration and collection of the securitized mortgages, as well as recovery in the case of breach of contract by the debtors. Both contracts require the payment of an annual fee for servicing and recompense for each position recovered. The function of servicer is carried out by specific structures within the company, whose work has been duly organized and is checked by the Parent Bank’s internal auditors, who verify the propriety and conformity of conduct with respect to the terms of the servicing contract.

Similar servicing contracts were also signed by Cassa di Risparmio di Prato SpA for the “Siena Mortgage 02-03 Srl” securitization.

With reference to the third-party securitizations known as “Memo Sec” and “Libeccio”, involving the performing and non-performing receivables of the Palermo Chamber of Commerce, Banca Nuova has entered into a servicing contract with the vehicle companies, to manage credit collection and recovery, and a cash allocation contract to manage and invest the vehicle company’s cash balances. The servicing contract entails the payment of an annual fee for the service provided. 189 1.2 MARKET RISK

General aspects

This section describes the principal sources of market risk (interest-rate risk, price risk, exchange risk) and the investment policies adopted by the Bank. The investment portfolio of the Group’s banks is administered centrally by the Parent Bank’s Finance Department.

1.2.1 Interest rate risk

Interest rate risk represents the risk that the banks will incur losses due to adverse changes in market rates. There are three types of rate risk:

– level. Risk associated with an absolute change in the forward structure of interest rates affecting the value of a portfolio position (parallel shifts in the yield curve); – curve and fundamental. The first identifies the risk affecting the value of the various elements of a position or a portfolio deriving from a relative change in the structure of interest rates, while the second derives from the imperfect correlation of the elements of a position; – credit spread. Risk deriving from changes in the prices of bonds and credit derivatives associated with unexpected changes in the issuer’s credit rating.

The Group’s investment strategies are designed to optimize the risk/yield profile and implemented with reference to the forecast trends in interest rates. The Group’s investment policy (BPVI also manages the investment portfolios of the other group banks, under the terms of individual management mandates) is focused on the optimization of operating results and the reduction of their volatility, taking account of ALM requirements. Dur- ing 2005, implementation of this strategy involved constant spread trading between the various maturities on the curve, via both cash transactions and derivative transactions; as well as a steady reduction in the holdings of government securities, due to the progressive widening of the Ital- ian credit spread, and the positioning of the bond portfolio on short/medium-term maturities, with particular emphasis on the corporate sector.

1.2.3 Price risk

The price risk represents the risk associated with changes in the value of equity portfolios due to fluctuations in market prices. This analyzed between: – generic risk. Change in the price of an equity instrument following fluctuations in the stock market concerned; – specific risk. Change in the market price of a specific equity instrument due to revised market expectations about the financial strength or prospects of the issuer.

The trading portfolio is managed in accordance with the strategic guidelines provided by the Board of Directors and the tactics provided by the Finance Committee. Consistent with the above and given the improvement in economic conditions during the year, a steady increase in equity holdings, with a particular focus on Italy and Europe, was achieved via both cash transactions and alternate strategies with emphasis on the banking sector. The remaining portfolio was broadly diversified among different issuers and sectors, while remaining within the mandate received.

190 1.2.5 Exchange rate risk

Exchange rate risk represents the risk associated with changes in the value of positions denominated in foreign currencies deriving from unexpected variations in the cross rates. Support for commercial activities in foreign currency and for trading in foreign securities represents the Bank’s principal source of exchange risk. Automatic network systems interfaced with a single position-keeping system enable the Finance Department to monitor constantly, in real time, the currency flows that are instantaneously transferred to the interbank forex market. A dedicated team within the Finance Department manages the exchange derivative positions and products held on own account, in order to meet the various hedging requirements of customers. A proprietary control system (Murex) and a system of external pricing (SuperDerivatives) en- sures the efficient management of spot and forward flows and options, within the specified operating limits. All the positions are revalued each day using the European Central Bank’s reference rate and reflect the contribution made by foreign currency activities to the overall profitability of the Bank.

Management and measurement of market risk

This paragraph presents the indicators that are monitored and the related limits, as well as the first and second level controls over finance department transactions. In general, the limits distinguish between the various types of risk (rate, price and exchange) which, however, are managed within a unitary framework developed following consistent logic.

There are four operational levels within the finance department of the Parent Bank:

– operational limits – position limits: concentration and credit risk – stop loss limits – Value at Risk (VaR) limits

The structure of operational limits involves use of the following indicators:

– exchange rate risk: delta in monetary terms (cash equivalent position for spot, forward, exchange derivative portfolio) – equity risk: delta equivalent (market value of shares and cash equivalent position for equity derivatives) – interest rate risk: sensitivity (change in profit or loss on a parallel shift in the reference curve by one-hundredth of a point) – maximum invested amount: book value of cash securities/funds (gross of the derivatives’ delta) to ensure that assets and liabilities are balanced within the assigned budget limits.

The position limits set – limits on the acceptance of credit risk: overall limits are established for the exposure to each rating class, especially those below investment grade; – limits on the concentration of lending on individual issuers / issues, with tighter restrictions as the rating class of the issuer diminishes.

Stop loss limits are monitored with respect to the cumulative realized and unrealized results (including dividends on shares) at the start of each month, backed up by a cumulative check since the start of the year, with reporting to the responsible decision makers if cumulative losses ex- 191 ceed twice the monthly stop loss limits.

The operational limits for group banks are governed by specific contracts that establish maximum position, credit risk, concentration risk and VaR limits.

VaR limits: Value at Risk (VaR) represents an estimate of the maximum potential loss on a portfolio of securities due to adverse market conditions.

The Group has not established an overall limit, but set separate limits for the Parent Bank and for BPV Finance. These limits are established each year with reference to the strategies defined by the Parent Bank and must be accepted by Board resolutions adopted by the subsidiaries.

The Group and the banks in the Group used a mixed approach throughout 2005 to calculate this indicator:

– parametric (variance-covariance) for the bond, equity and option element (delta equivalent method); – based on historical simulations of the risk relating to OTC rate derivatives (IRS, Caps, Floors etc.) and of rate risk (spot and exchange derivatives) using the VaR module of the Murex front office system. This calculation did not cover the subsidiaries in 2005.

The holding period is 10 days and the confidence interval is 95%. For the parametric element, reference is made to the RiskMetrics standard method: the estimate of volatility and the correlation is based on 250 days (the working year) with a decay factor of 0.94; for the historical simulation element, 250 scenarios (the working year) are used. The Risk Management Office is responsible for recording the VaR. The analysis is performed each day for the three Group banks and weekly for BPV Finance, partly to check that the VaR continues to stay within the parameters set by the Boards of Di- rectors. With regard to the elements estimated using the parametric method, the system also presents the situation under two stress scenarios.

The new RiskManager system from RiskMetrics© was implemented in early 2006, thus stan- dardizing the calculations made by the Parent Bank with the adoption of historical simulation methodology for the entire portfolio, based on 250 scenarios. At the same time, the confidence interval was raised to 99%, keeping the holding period at 10 days, and limits were fixed for the three rate, price and exchange categories, without distinguishing between operating units in order to allow greater flexibility. In each case, the risk exposure of the operational units is monitored on a daily basis. Implementation of the recording system has been completed in relation to the investment portfolio, while work is ongoing with regard to the residual risk element of OTC rate and exchange derivatives deriving from trading on behalf of customers. This explains why the summation of the three risk categories is still partly additive.

The change in the recording system will also lead to changes in the stress testing scenarios, using situations that actually occurred in the past, and a procedure for the back testing of the model will also be implemented.

This logic will be extended to the other Group banks and companies that are subjected to monitoring in the first half of 2006.

The VaR models are used solely for management control purposes and are not used for the calculation of capital adequacy. 192 The VaR of the entire portfolio

During 2005, the Value at Risk (VaR) 95% at 10 days of BPVi averaged just over Euro 8.6 million (in percentage terms, this is 0.84% of the theoretical market value of the portfolios analyzed), with a maximum and minimum of, respectively, Euro 14.9 million (1.50%) and Euro 3.4 million (0.38%). VaR at the end of 2005 was Euro 7.12 million.

The average VaR (total of the rate risk and price risk elements) over the year for Banca Nuova was Euro 546 thousand, representing 0.37% of market value, with a peak of Euro 969 thousand (also 0.37% of the related market value). At year end, VaR amounted to Euro 262 thousand (0.30%).

With regard to CariPrato, the average VaR (total of the rate risk and price risk elements) of Euro 530 thousand (0.46% of market value) compares with a maximum of Euro 1.01 million (0.55% of the related market value). The VaR at 30 December 2005 was Euro 290 thousand (0.38%).

The average VaR (total of the rate risk and price risk elements) of BPV Finance was Euro 920 thousand (0.20% of market value), while the maximum was Euro 1.7 million (0.35%). The VaR at year end was Euro 975 thousand (0.20%).

VaR regarding rate risk

The average VaR of the Parent Bank in 2005 was about Euro 3.1 million (representing 0.36% of the theoretical market value of the portfolios analyzed), with a maximum and minimum of, respectively, 4.4 (0.65%) and 1.6 (0.20%). At 30/12/2005 the VaR regarding rate risk was Euro 2.17 million.

With regard to Banca Nuova, the VaR regarding rate risk was Euro 216 thousand (0.14% of market value), with a maximum of Euro 712 thousand (0.32%). The parameter amounted to Euro 166 thousand (0.20%) at the end of 2005.

The parameters for CariPrato were as follows: average of Euro 234 thousand (0.21% of market value), maximum of Euro 656 thousand (0.44%) and a year-end value of Euro 187 thousand (0.27%).

For BPV Finance, the average VaR regarding rate risk was Euro 506 thousand (0.11% of market value), the maximum was Euro 873 thousand (0.19%) and the VaR at year end was Euro 643 thousand (0.13%)

VaR of the equity portfolio (price risk)

The VaR of BPVi’s equity portfolio averaged Euro 5.3 million in 2005, representing 3.08% of market value. The maximum amounts in value and percentage terms were, respectively, 11 million and 4.48%, with minimums of Euro 1.1 million and 1.94%. The equity VaR at the end of 2005 was Euro 4.58 million.

The equity VaR of Banca Nuova averaged Euro 330 thousand (2.96% of market value), with a maximum of Euro 772 thousand (4.63%). The parameter amounted to Euro 343 thousand (3.51%) at the end of 2005.

The parameters for CariPrato were as follows: average of Euro 297 thousand (2.87% of mar- 193 ket value), maximum of Euro 801 thousand (4.50%) and a year-end value of Euro 103 thousand (1.88%).

The average equity VaR of BPV Finance was Euro 414 thousand (3.31% of market value), the maximum was Euro 830 thousand (4.66%) while the VaR at year end was Euro 332 thousand (2.34%)

VaR of the exchange risk sector

The VaR of BPVi averaged about Euro 59 thousand for the Spot component (with a maximum of Euro 181thousand), while the average for the Derivatives component (Fx options) was Euro 126 thousand with a maximum of Euro 646 thousand. At 30/12/2005 the VaR was Euro 105 thousand.

194

1.2.6 Derivative products

A. Financial derivatives

A.1 Regulatory trading: notional values at the end of period and average

Type of transaction/Underlyings Debt securities Equities Exchange rates and gold Other instruments 12/31/2005 and interest rates and equity indices Listed Unlisted Listed Unlisted Listed Unlisted Listed Unlisted Listed Unlisted

1. Forward rate agreements – 179,534 – – – – – – – 179,534 2. Interest rate swaps – 14,102,176 – – – – – – – 14,102,176 3. Domestic currency swaps – – – – – – – – – – 4. Currency interest rate swaps – – – – – – – – – – 5. Basic swaps – 7,586,195 – – – – – – – 7,586,195 6. Swap of stock indices – – – – – – – – – – 7. Swap of real indices – – – – – – – – – – 8. Futures – – – – – – – – – – 9. Cap options – 73,097,873 – – – – – – – 73,097,873 – purchased – 35,712,188 – – – – – – – 35,712,188 – issued – 37,385,685 – – – – – – – 37,385,685 10. Floor options – 39,164,299 – – – – – – – 39,164,299 – purchased – 15,626,579 – – – – – – – 15,626,579 – issued – 23,537,720 – – – – – – – 23,537,720 11. Other options – 650,573 – 1,068,912 – 2,483,390 – – – 4,202,875 – purchased – 265,163 – 538,678 – 1,229,153 – – – 2,032,994 – Plain vanilla – 232,649 – 101,301 – 1,182,753 – – – 1,516,703 – Exotic – 32,514 – 437,377 – 46,400 – – – 516,291 – issued – 385,410 – 530,234 – 1,254,237 – – – 2,169,881 – Plain vanilla – 350,424 – 92,857 – 1,222,472 – – – 1,665,753 – Exotic – 34,986 – 437,377 – 31,765 – – – 504,128 12. Forward contracts – – – – – 467,058 – – – 467,058 – Purchases – – – – – 466,000 – – – 466,000 – Sales – – – – – 1,058 – – – 1,058 – Currency against currency – – – – – – – – – – 13. Other derivative contracts – – – – – – – – – –

Total – 134,780,650 – 1,068,912 – 2,950,448 – – – 138,800,010

Average – – – – – – – – – –

196 197 A.2 Bank book: notional amounts at period end and average

A.2.1 For hedging

1. Forward rate agreements – – – – – – – – – – 2. Interest rate swaps – 40,034 – – – – – – – 40,034 3. Domestic currency swaps – – – – – – – – – – 4. Currency interest rate swaps – – – – – – – – – – 5. Basic swaps – 3,416 – – – – – – – 3,416 6. Swap of stock indices – – – – – – – – – – 7. Swap of real indices – – – – – – – – – – 8. Futures – – – – – – – – – – 9. Cap options – 19,500 – – – – – – – 19,500 – purchased – 19,500 – – – – – – – 19,500 – issued – – – – – – – – – – 10. Floor options – – – – – – – – – – – purchased – – – – – – – – – – – issued – – – – – – – – – – 11. Other options – – – 71,183 – – – – – 71,183 – purchased – – – 33,515 – – – – – 33,515 – Plain vanilla – – – 33,515 – – – – – 33,515 – Exotic – – – – – – – – – – – issued – – – 37,668 – – – – – 37,668 – Plain vanilla – – – 37,668 – – – – – 37,668 – Exotic – – – – – – – – – – 12. Forward contracts – – – – – – – – – – – Purchases – – – – – – – – – – – Sales – – – – – – – – – – – Currency against currency – – – – – – – – – – 13. Other derivative contracts – – – – – – – – – –

Total – 62,950 – 71,183 – – – – – 134,133

Average – – – – – – – – – –

198 199 A.2.2 Other derivatives

1. Forward rate agreements – – – – – – – – – – 2. Interest rate swaps – 902,134 – – – – – – – 902,134 3. Domestic currency swaps – – – – – – – – – – 4. Currency interest rate swaps – – – – – 25,907 – – – 25,907 5. Basic swaps – 76,408 – – – – – – – 76,408 6. Swap of stock indices – – – – – – – – – – 7. Swap of real indices – – – – – – – – – – 8. Futures – – – – – – – – – – 9. Cap options – 45,658 – – – – – – – 45,658 – purchased – 32,250 – – – – – – – 32,250 – issued – 13,408 – – – – – – – 13,408 10. Floor options – – – – – – – – – – – purchased – – – – – – – – – – – issued – – – – – – – – – – 11. Other options – 62,587 – 371,101 – 1,800 – 989 – 436,477 – purchased – 35,000 – 80,499 – 900 – 500 – 116,899 – Plain vanilla – – – – – – – – – – – Exotic – 35,000 – 80,499 – 900 – 500 – 116,899 – issued – 27,587 – 290,602 – 900 – 489 – 319,578 – Plain vanilla – – – 203,900 – – – – – 203,900 – Exotic – 27,587 – 86,702 – 900 – 489 – 115,678 12. Forward contracts – – – – – – – – – – – Purchases – – – – – – – – – – – Sales – – – – – – – – – – – Currency against currency – – – – – – – – – – 13. Other derivative contracts – – – – – – – – – –

Total – 1,086,787 – 371,101 – 27,707 – 989 – 1,486,584

Average – – – – – – – – – –

200 201 A.3 Financial derivatives: purchase and sale of underlyings

A. Trading portfolio 1. With exchange of capital – 180,501 – 2,524,579 – 99,700 – 180,501 – 2,985,281 – Purchases – 94,521 – 570,443 – 49,850 – 94,521 – 809,335 – Sales – 85,980 – 695,640 – 49,850 – 85,980 – 917,450 – Currency against currency – – – 1,258,496 – – – – – 1,258,496 2. Without exchange of capital – 887,502 – – – 127,161,671 – 887,502 – 128,936,675 – Purchases – 443,751 – – – 60,337,768 – 443,751 – 61,225,270 – Sales – 443,751 – – – 66,823,903 – 443,751 – 67,711,405 – Currency against currency – – – – – – – – – – B. Bank book: B.1 For hedging 1. With exchange of capital – 71,183 – 25,907 – – – 71,183 – 168,273 – Purchases – 37,668 – 25,907 – – – 37,668 – 101,243 – Sales – 33,515 – – – – – 33,515 – 67,030 – Currency against currency – – – – – – – – – – 2. Without exchange of capital – – – – – 191,480 – – – 191,480 – Purchases – – – – – 191,480 – – – 191,480 – Sales – – – – – – – – – – – Currency against currency – – – – – – – – – – B.2 Other derivatives 1. With exchange of capital – – – – – – – – – – – Purchases – – – – – – – – – – – Sales – – – – – – – – – – – Currency against currency – – – – – – – – – – 2. Without exchange of capital – 364,261 – 1,800 – 898,921 – 364,261 – 1,629,243 – Purchases – 81,404 – 900 – 784,595 – 81,404 – 948,303 – Sales – 282,857 – 900 – 114,326 – 282,857 – 680,940 – Currency against currency – – – – – – – – – –

202 203 A.4 Financial derivatives “over the counter”: positive fair value - counterpart risk

Counterpart/Underlyings Debt securities and interest rates Equities and equity indices Exchange rates and gold Other instruments Different underlyings Gross Gross Future Gross Gross Future Gross Gross Future Gross Gross Future Offset Future not offset offset exposure not offset offset exposure not offset offset exposure not offset offset exposure exposure

A. Trading portfolio for supervisory purposes A.1 Governments and central banks – – – – – – – – – – – – – – A.2 Public entities – – – – – – – – – – – – – – A.3 Banks 87,038 87,038 73,747 – – 6,366 1,448 1,448 412 – – – – – A.4 Financial businesses 110,092 110,092 114,982 16 16 31,195 19,210 19,210 10,608 – – – – – A.5 Insurance companies – – – – – – – – – – – – – – A.6 Non-financial companies 103,625 103,625 77,193 – – – 2,770 2,770 1,227 – – – – – A.7 Other parties 5,796 5,766 3,710 69 69 2,100 – – – – – – – –

Total at 31/12/2005 306,551 306,521 269,632 85 85 39,661 23,428 23,428 12,247 – – – – –

B. Bank book B.1 Governments and central banks – – – – – – – – – – – – – – B.2 Public entities – – – – – – – – – – – – – – B.3 Banks 39,982 39,982 1,624 – – 3,371 – – – – – – – – B.4 Financial businesses 42,085 42,085 2,270 – – 4,064 – – – – – 40 – – B.5 Insurance companies – – – – – – – – – – – – – – B.6 Non-financial companies 15,686 15,686 15,042 – – – – – – – – – – – B.7 Other parties – – – – – – – – – – – – – –

Total at 31/12/2005 97,753 97,753 18,936 – – 7,435 – – – – – 40 – –

204 205 A.5 Financial derivatives “over the counter”: negative fair value - financial risk

A. Trading portfolio for supervisory purposes A.1 Governments and central banks – – – – – – – – – – – – – – A.2 Public entities – – – – – – – – – – – – – – A.3 Banks 85,838 85,838 4,388 85 85 – 1,450 1,450 – – – – – – A.4 Financial businesses 232,928 232,928 39,892 – – – 19,797 19,797 – – – – – – A.5 Insurance companies – – – – – – – – – – – – – – A.6 Non-financial companies 50,134 50,134 4,347 – – – 191 191 – – – – – – A.7 Other parties 5,963 5,963 234 – – – 38 38 – – – – – –

Total at 31/12/2005 374,863 374,863 48,861 85 85 – 21,476 21,476 – – – – – –

B. Bank book B.1 Governments and central banks – – – – – – – – – – – – – – B.2 Public entities – – – – – – – – – – – – – – B.3 Banks 4,687 4,687 1,256 215 215 – – – – – – – – – B.4 Financial businesses 11,362 11,362 1,865 – – – – – – – – – – – B.5 Insurance companies – – – – – – – – – – – – – – B.6 Non-financial companies – – – – – – – – – – – – – – B.7 Other parties – – – – – – – – – – – – – –

Total at 31/12/2005 16,049 16,049 3,121 215 215 – – – – – – – – –

A.6 Residual life of financial derivatives “over the counter”: notional value

Underlyings/residual value Within 12 months 1 to 5 years Over 5 years 12/31/2005

A. Trading portfolio for supervisory purposes 12,257,975 121,713,209 4,363,292 138,334,476 A.1 Financial derivatives on debt securities and interest rates 9,634,091 120,783,267 4,363,292 134,780,650 A.2 Financial derivatives on equities and equity indices 138,970 929,942 – 1,068,912 A.3 Financial derivatives on exchange rates and gold 2,484,914 – – 2,484,914 A.4 Financial derivatives on other instruments – – – – B. Bank book 757,782 480,527 293,548 1,531,857 B.1 Financial derivatives on debt securities and interest rates 313,459 452,820 293,548 1,059,827 B.2 Financial derivatives on equities and equity indices 443,334 – – 443,334 B.3 Financial derivatives on exchange rates and gold – 27,707 – 27,707 B.4 Financial derivatives on other instruments 989 – – 989

Total at 31/12/2005 13,015,757 122,193,736 4,656,840 139,866,333 207 206 1.3 LIQUIDITY RISK

A. General aspects, management and measurement of liquidity risk

Liquidity risk represents the risk that the assets held in the portfolio become difficult to sell or that this difficulty is reflected in a loss on disposal. This risk is analyzed between: – market risk. Loss of value of positions deriving from the need to sell in markets which are not liquid; – delivery risk. Risk on maturity or the exercise date of the contracts that the securities to be delivered to the counterpart are not available in the market in sufficient quantity.

Group banks manage this type of risk in accordance with the operating powers granted to the Finance Department of the Parent Company. In particular, these instructions require most of the portfolio to be invested in listed financial instruments with a high rating, making reference to precise qualitative and quantitative limits. The listing and the high rating facilitate the rapid sale of these financial instruments.

208 Section 2

Risks pertaining to insurance activities

This section is not used.

209 Section 3

Risks pertaining to other businesses

This section is not used.

210 PART F CAPITAL

Section 1

Consolidated capital

Definition of consolidated capital

The definition of consolidated capital used by the Group corresponds to the sum of the following equity captions: 140 “Valuation reserves”, 150 “Redeemable shares”, 160 “Equity instruments”, 170 “Reserves”, 180 “Additional paid-in capital”, 190 “Capital”, 200 “Treasury stock” and 220 “Net income (loss) for the year”.

Nature of the capital adequacy requirement

Since the Banking Group carries out lending activities, it is subject to the requirements of arts. 29 et seq. of Decree 385 dated 1 September 1993 “Consolidated law on banking and lending” or “TUB”. Accordingly, the Group must comply with the capital adequacy requirements detailed in the above legislation.

211 Section 2

Regulatory capital and capital adequacy ratios

2.2 Regulatory capital of banks

A. Qualitative information

12/31/2005 12/31/20041

1. Basic capital (tier 1) 1,512,686 1,002,542 2. Supplementary capital (tier 2) 818,631 547,577 3. Items to be deducted (111,343) (136,323)

4. Capital for supervisory purposes 2,219,974 1,413,796

1 The regulatory capital and capital adequacy ratios as of 31/12/2004 were determined in accordance with Bank of Italy circular 155 (updated on 11/02/2002), without taking account of the so-called “prudent filters” and the effects of adopting IAS/IFRS.

The regulatory capital as of 31/12/2005 was determined in accordance with Bank of Italy circular 155 “Instructions for reporting regulatory capital and capital adequacy coefficients”, updated on 11/03/2002, as suitably amended to take account of the “new instructions for prudent filters” contained in the letter dated 7/12/2005 from the Bank of Italy. The banking group does not contain any instruments to be recognized as “third tier capital”.

The subordinated liabilities included in supplementary capital as of 31/12/2005 are listed below.

Isin code Issue date Maturity Rate Interest rate Nominal value

IT0003078307 02-23-2001 02-23-2006 Floating Euribor6m + 0.20 24,985 XS0210870415 02-03-2005 02-03-2015 Floating Euribor3m + 0.45 200,000 IT0003444574 1 05-02-2003 05-02-2009 Fixed 2.25% 2 299,440 IT0003631659 03-23-2004 03-23-2011 Fixed 4.05% 10,000 IT0003631642 04-02-2004 04-02-2009 Fixed 3.64% 24,993 IT0003662498 05-21-2004 05-21-2010 Fixed 3.97% 25,000 IT0003699649 08-16-2004 08-16-2010 Fixed 4.10% 15,000 IT0003748511 11-30-2004 11-30-2011 Fixed 3.49% 49,400 IT0003079966 03-02-2001 03-02-2006 Fixed 5.00% 10,000 IT0003587364 12-15-2003 12-15-2009 Fixed 4.40% 19,970 IT0003611016 01-09-2004 01-09-2010 Fixed 4.40% 19,990 IT0003782684 12-15-2004 12-15-2011 Fixed 4.18% 20,000

Total 718,778

1 Bond with right of conversion into Banca Popolare di Vicenza ordinary shares: the bonds can be converted into capital stock at a ratio of 2 shares of par value Euro 3 each for every bond of nominal value Euro 102 each. The right to convert can be exercised from 1 October 2006 to 31 December 2006. The shares delivered to the bondholders who decide to convert will have dividend and voting rights from 1 January 2007. The conversion ratio will be changed in the event of a bonus increase in capital via the issue of shares. Bondholders are entitled to convert early in the event of extraordinary changes in capital stock. 2 from 02/05/2007 to 02/05/2009 the annual nominal interest rate is 4.25%.

212 The regulations of the above subordinated bond include an early redemption clause which allows the issuer to repay the loan early, after at least 18 months from the close of the placement procedure and on authorization from the Bank of Italy, giving notice of at least one month. These bonds have also a subordination clause under which, in the event of the issuer’s liquida- tion, the bonds will only be repaid after all other creditors not subordinated in the same way have been satisfied.

12/31/2005 12/31/20041

1. Risk-weighted assets 19,337,650 15,221,375 2. Tier 1 capital/ Risk-weighted assets (Tier 1 capital ratio) 7.82% 6.59% 3. Capital for supervisory purposes / Risk-weighted assets (Total capital ratio) 11.48% 9.29%

Risk assets were determined in accordance with Bank of Italy circular 155 “Instructions for reporting regulatory capital and capital adequacy coefficients”, updated on 11/03/2002.

12/31/2005 12/31/20041

1. Capital adequacy with respect to primary capital 9.57% 7.55% 2. Overall capital adequacy 14.04% 10.64%

213 PART G AGGREGATION OF COMPANIES AND BUSINESSES

This part is not used.

214 PART H RELATED PARTY DISCLOSURES

1. Information on the remuneration of directors and managers

The remuneration of the directors and strategic managers of the Parent Bank is as follows:

12/31/2005

Directors 1.956 Managers 2.653

Total 4.609

The emoluments of the directors of the Parent Bank include their attendance fees and al- lowances, as well as the allocation from the 2004 net income of the Parent Bank paid during the year.

With regard to the “strategic managers”1 of the Parent Bank, the amount stated comprises the remuneration paid, as well as the severance indemnities accrued during the year. The remuneration paid includes the allocation of shares in the Parent Bank and any other benefits in kind.

1 “Strategic managers” comprise the Parent Bank’s general management team, as well as the related staff managers. 215 PART I EQUITY-BASED PAYMENTS

This part is not used.

216 ATTACHMENT TO THE CONSOLIDATED EXPLANATORY NOTES

– Transition to IAS/IFRS

– Balance sheets and income statements of the consolidated companies

217 ADOPTION OF IAS/IFRS

REGULATORY BACKGROUND

Regulation EC 1606/2002 requires the companies listed on regulated markets within the Euro- pean Union to prepare – from 1 January 2005 – consolidated financial statements in accordance with the IFRS (International Financial Reporting Standards – previously known as IAS) issued by the IASB and endorsed by the European Commission. By Decree 38 dated 28 February 2005, the Italian State – as allowed by art. 5 of the above Regu- lation – considerably extended the application of IAS/IFRS requiring, in particular, that they be adopted by the banks and finance companies subjected to Bank of Italy supervision. More specifically, these standards must be adopted for the preparation of the 2005 consolidated financial statements of banking groups and may be adopted for the individual financial statements of each bank (which must apply IAS/IFRS from 2006).

Accordingly, Banca Popolare di Vicenza has prepared the consolidated financial statements as of 31 December 2005 in accordance with IAS/IFRS and the recent instructions issued by the Bank of Italy under its powers to regulate the “technical form” of the financial statements of banks and finance companies2.

2 In this regard, the Bank of Italy published Circular 262 at the end of December 2005 regarding the formats and rules for preparing bank financial statements in accordance with IAS/IFRS, together with the calendar for changes to the system of supervision between 2005 and 2006. 218 CHANGES INTRODUCED BY IAS/IFRS

The new international accounting standards have introduced significant changes to the way results and balances are reported, with major effects for the recognition of transactions, the classification of balance sheet and income statement items and the related accounting policies.

The changes to the way assets and liabilities are recognized reflect application of the general principle of economic substance over legal form; in particular, under Italian GAAP the transfer of legal title is sufficient for recognition of the exchanged asset in the financial statements of the purchaser – and for the corresponding derecognition in the financial statements of the seller – while under IAS/IFRS, the risks and benefits associated with the asset, such as the right to receive the related cash flows, must also be transferred.

For the Banca Popolare di Vicenza Group, this particularly affects the recording of securitized loans which, given that the related risks and benefits have not been permanently transferred, have been “reinstated” in the consolidated financial statements.

Another innovation relates to the initial recognition of financial instruments that must be stated at fair value, as uplifted by the transaction costs directly attributable to the purchase or issue of the financial assets or liabilities concerned. Transaction costs are the costs directly attributable to the purchase, issue or sale of a financial asset or liability, that would not have been incurred had the business not purchased, issued or sold the financial instrument concerned. This income and expense is allocated to the income statement over the life of the transaction with referent to the effective rate of return (“amortized cost” method). The criteria for the recognition of certain types of intangible asset have also changed, since international accounting standards do not allow the capitalization of research, advertising and training costs, and define the characteristics required of intangible assets (identifiability, control over the asset and existence of future economic benefits).

With regard to the classification of assets and liabilities, there have been significant changes affecting financial instruments. International accounting standards require loans, securities, payables and derivative contracts to be recorded with reference to the reason for which they are held, rather than by their nature as under Italian GAAP.

The new rules for the classification of financial instruments introduced by IAS 39 supersede the distinction between “investment” and “trading” securities by analyzing financial assets into the following categories: assets held for trading, assets at fair value, assets held to maturity, available- for-sale assets, and loans and receivables. There are two categories of financial liability: liabilities at fair value and other financial liabilities. Financial instruments must be classified upon initial recognition and may only be reclassified in limited circumstances; the only reclassification allowed is from “AFS assets” to “assets held to maturity”, if there is a change in the intention to hold the related financial instruments. A further significant change relates to equity investments. Under Italian GAAP, all investments in equity instruments are classified as equity investments, while under IAS/IFRS this classification only relates to holdings in subsidiaries, associates and joint ventures. The other equity instruments must be classified either as assets held for trading or as AFS assets. The principal changes in valuation criteria on the introduction of IAS/IFRS relate to financial instruments, property, plant and equipment and intangible assets. With reference to financial instruments, assets held to maturity, loans and receivables and other financial liabilities are stated at “amortized cost”, while assets held for trading, assets and liabilities at fair value and AFS assets are stated at their fair value. With particular reference to this last category, the effects of valuation are not recorded in the income statement, but are classified as 219 part of stockholders’ equity until the related assets have been realized. If financial instruments are not classified as assets held for trading or among the assets and liabilities at fair value, international accounting standards require that they be subjected to systematic impairment testing and, therefore, verification of the effective recoverability of the asset reported in the balance sheet. An important innovation introduced by international accounting standards with regard to the write-down of loans relates to the assessment of the time needed to collect the amounts deemed to be recoverable which, therefore, must be discounted. With regard to hedging derivatives, IAS 39, which governs the measurement of financial instruments, profoundly modifies the hedging principles adopted previously and reverses the approach by establishing that the point of reference is the “hedging instrument” and no longer the “hedged instrument” which must now be valued on a basis consistent with the “hedging instrument”.

In this regard, the international standards distinguish between three types of hedge: hedging of the fair value of a financial asset or liability, with changes in the fair value of both the hedged instrument and the hedging instrument reflected in the income statement; hedging of cash flows that varying as a function of a given risk and hedging of an investment in a foreign operation denominated in foreign currency, which involve the recognition in equity of changes in the fair value of the hedging contract (while the hedged asset or liability remains recorded at cost or amortized cost). This criterion reflects the need to state all derivative contracts at fair value (including hedging derivatives). By contrast, hedging derivatives were normally stated at cost under Italian GAAP, consistent with the criterion adopted in relation to the hedged items. In order to classify a derivative instrument as a hedge under IAS, the relationship between the hedging and hedged instruments must be formally documented and the hedge must be “highly effective”. A hedge is normally regarded as highly effective if, at inception and throughout its life, the changes in the fair value or cash flows of the hedged item are almost entirely offset by the changes in the fair value or cash flows of the hedging instrument. IAS 39 also allows application of the fair value option (FVO), being the designation of financial assets and liabilities, or groups of financial assets and liabilities, as measured at fair value through the income statement when this results in more meaningful information, reduces the complexity of the regulations for recording hedge transactions and hybrid instruments, or results in more reliable measurements. The changes concerning the valuation of property, plant and equipment and intangible assets relate to the option to change from the historical cost basis to fair value, with any changes in value recorded in an equity reserve (except for changes in the value of investment property, which is measured at fair value through the income statement). IAS/IFRS no longer require the periodic amortization of intangible assets with indefinite useful lives, such as goodwill, but rather the performance of periodic impairment tests of their value.

With specific reference to the consolidated financial statements, international accounting standards require all subsidiaries to be consolidated even if their activities are dissimilar to those of the Parent Bank. As a result, the Banca Popolare di Vicenza Group has consolidated Berica Vita and Vicenza Life, insurance companies, on a line-by-line basis, rather than valuing them using the equity method as previously required by Decree 87/92.

220 Adoption of IAS/IFRS by the Banca Popolare di Vicenza Group

In order to facilitate the transition from the previous regulations to the new international accounting standards, the IASB issued IFRS 1 on the first-time adoption of international accounting standards. This standard requires the presentation of at least one set of comparative financial statements on presentation of the first financial statements prepared in accordance with international standards. The Banca Popolare di Vicenza Group has prepared the first financial statements in accordance with the new accounting standards at the end of 2005; accordingly, the “transition date” for the adoption of IAS/IFRS was therefore 1 January 2004, being the start of the prior year, except for the adoption of IAS 32 and 39 regarding the measurement of financial instruments and derivatives, and IFRS 4 on insurance contracts, for which a transition date of 1/1/2005 was chosen, as allowed by para. 36A of IFRS 1. The above exemption reflects awareness by the IASB of the extreme difficulty of reconstructing the accounting aspects and the measurement of financial transactions, such as lending, trading, hedging etc., that took place in prior years. This difficulty was further compounded by the delay – December 2004 – with which the two accounting standards concerned (IAS 32 and 39) were endorsed by the European Commission. The Banca Popolare di Vicenza Group has consequently prepared an opening balance sheet in accordance with IAS/IFRS at the “IAS/IFRS transition date” (1/1/2004). Except for IAS 32 and 39, the accounting standards adopted as of 1 January 2004 were those issued by IASB and approved by Regulation EC 1725/2003, as subsequently modified and supplemented, having regard for the classification and valuation options allowed by certain of these standards which are explained in detail in the following section.

With regard to the first-time adoption of international accounting standards, IFRS 1 requires: • the preparation of an opening balance sheet under IAS/IFRS at the transition date (1 January 2004); • the application of IAS/IFRS in the first financial statements prepared in accordance with the new standards and in all the comparative accounting schedules; • the preparation of explanatory notes on the economic and financial impact and the effect on cash flows of the transition to IAS/IFRS.

The opening balance sheet (1 January 2004 for all IAS/IFRS except for IAS 32, 39 and IFRS 4, for which the reference date is 1 January 2005) must comply with IAS/IFRS and, accordingly, must: • report all the assets and liabilities to be recognized in accordance with international accounting standards; • eliminate the assets and liabilities that cannot be recorded under IAS/IFRS; • reclassifying the reported captions in accordance with the new rules; • measure all recorded assets and liabilities in accordance with IAS/IFRS.

At the time of transition, the application of international accounting standards involves the making of certain strategic decisions, described below, with regard to: • classification of financial instruments into the various IAS/IFRS categories; • the accounting policies to apply if alternate options are available; • exemptions to the retrospective application of these standards to the 2004 financial statements. In view of the significance of the effect of these changes in accounting policy on the consolidated financial statements of the Banca Popolare di Vicenza Group, the effects of the first-time adoption of IAS/IFRS are described in the following pages.

221 FIRST-TIME ADOPTION OF IAS/IFRS BY THE BANCA POPOLARE DI VICENZA GROUP

Consolidated stockholders’ equity and consolidated net income determined in accordance with Decree 87/92 are reconciled below with those determined in accordance with IAS/IFRS, as required by para. 39.a) and b) of IFRS 1. As required by para. 38 of this standard, the effects on consolidated stockholders’ equity and the consolidated income statement of the first-time adoption of IAS/IFRS are also described below3.

As already mentioned, the effects on the Group’s balance sheet and income statement deriving from the adoption of IAS/IFRS have been determined with reference to 1/1/2004 as the “IAS/IFRS transition date”, except with regard to IAS 32, 39 and IFRS 4 for which the transition date was 1/1/2005, as allowed by para. 36A of IFRS 1. Except where stated, amounts are shown in thousands of euro.

3 The effects reported are those deriving from the IAS/IFRS issued by the IASB and approved by Regulation EC 1725/2003, as subsequently modified and supplemented, and described in the “explanatory notes” which follow the table below. 222 Impact of first-time adoption of IAS/IFRS for the Banca Popolare di Vicenza Group

223 Explanatory notes

As already mentioned, the effects on the balance sheet and income statement of the BPVi Group deriving from the adoption of IAS/IFRS have been determined with reference to 1/1/2004 as the “IAS/IFRS transition date”, except with regard to IAS 32, 39 and IFRS 4 for which the transition date was 1/1/2005, as allowed by para. 36A of IFRS 1. Accordingly, the opening IAS/IFRS balance sheet was prepared at the “IAS/IFRS transition date” (1/1/2004). The accounting standards adopted for this purpose were those issued by the IASB and approved by Regulation EC 1725/2003, as subsequently modified and supplemented, having regard for the classification and valuation options allowed by certain of these standards which are explained in detail further below. Preparation of the opening balance sheet as of 1/1/2004 under IAS/IFRS required revision of the scope of consolidation. In particular, Vicenza Life Ltd and Berica Vita SpA, insurance companies, were consolidated on a “line-by-line basis” rather than, as in the past, using the “equity method” or, in the latter case, at “cost”. Sec Servizi Scpa, a service company previously consolidated on a “proportional basis”, was consolidated using the “equity method”, as allowed by IAS 31 (para. 38 et seq.). Lastly, the holding in 21 Partner Sgr Spa, previously consolidated on a “proportional basis”, has been deconsolidated since it will be sold and has been valued in accordance with IFRS 5. The scope of consolidation as of 31/12/2004 was revised on a similar basis. In addition to con- firming the decisions made with reference to 1/1/2004, the holding in Linea Spa, a finance company, was consolidated using the “equity method”, as allowed by IAS 31 (para. 38 et seq.), rather than on the “proportional basis” used to prepare the 2004 consolidated financial statements under Italian GAAP.

The scope of consolidation of the BPVi Group under IAS/IFRS as of 1/1/2004 and 31/12/2004 is presented below.

224 Scope of consolidation under IAS/IFRS as of 1 January 2004

LINE BY LINE CONSOLIDATION

BANCA POPOLARE DI VICENZA

BPVi Fondi S.p.A. 100% 100% Nordest Merchant S.p.A.

Berica Vita S.p.A. 99% 100% Immobiliare Stampa S.p.A.

Banca Nuova S.p.A. 99.605% 100% Informatica Vicentina S.p.A.

Cariprato S.p.A. 79% 100% Vicenza Life Ltd

BPV Finance 99.994% International Plc

CONSOLIDATED ON PROPORTIONAL BASIS

1% 1% SEC Solutions SCpA 22.920%

CARRIED AT 49,00% EQUITY

1% 1.630% 46.314% 25% Magazzini Generali SEC Servizi SCpA e Derrate S.p.A.

Linea S.p.A. 25%

225 Scope of consolidation under IAS/IFRS as of 31 December 2004

LINE BY LINE CONSOLIDATION

BANCA POPOLARE DI VICENZA

Banca Nuova S.p.A. 99.138% 100% BPVi Fondi S.p.A.

Berica Vita S.p.A. 99% 100% Informatica Vicentina S.p.A.

Cariprato S.p.A. 79% 100% Immobiliare Stampa S.p.A.

100% 99.994% BPV Finance Nordest Merchant S.p.A. International Plc

100% Vicenza Life Ltd

CONSOLIDATED ON PROPORTIONAL BASIS

1% 1% SEC Solutions SCpA 22.920%

CARRIED AT 49.00% EQUITY

1.017% 1.655% SEC Servizi SCpA 47.114% 32.203% Linea S.p.A.

20% 25% Magazzini Generali Nuova Merchant S.p.A. e Derrate S.p.A.

226 International accounting standards applied and valuation criteria

The following paragraphs describe the accounting decisions made and the recognition, valuation and classification criteria adopted in relation to the most significant balances, in order to determine the impact of the first-time adoption of IAS/IFRS.

Property, plant and equipment

On the first-time adoption (FTA) as of 1/1/2004 of IAS/IFRS, use of the “cost method” for the valuation of investment property and property used for operating purposes was replaced by their fair value, which was considered to be representative of their initial deemed cost for IAS purposes. The fair value of property at the transition date was determined with reference to a specific appraisal prepared by Praxi for this purpose. With regard to free-standing property, the value of land was also separated from that of the related buildings. Subsequent to FTA, property, plant and equipment has been valued as follows: – buildings used for operating purposes have been valued using the “cost method”, in accordance with para. 30 of IAS 16; the residual useful lives of such buildings were also revised and the depreciation charge for 2004 was redetermined; where identified separately, the value of land has not been depreciated; – investment property has been stated at fair value, as required by para. 33 of IAS 40; On FTA, use of the “cost method” for the valuation of works of art and assets held as investments was replaced by their fair value, which was considered to be representative of their initial deemed cost for IAS purposes. Fair value was determined with reference to a specific appraisal prepared by an independent expert for this purpose. The remaining property, plant and equipment was stated on FTA at their carrying value as of 31/12/2003, which was considered representative of their deemed cost for IAS purposes, and has subsequently been valued using the “cost method”.

Intangible assets

These were valued as follows: – purchased goodwill and goodwill arising on consolidation and on application of the equity method: as allowed by para. 13.a) of IFRS 1, the Group has elected not to apply IAS 22 retrospectively to the business combinations that took place prior to the IAS/IFRS transition date. Consequently, the value of these intangibles at the transition date was taken to be their book value as of 1/1/2004. In accordance with IAS 38, the amortization charged to the 2004 income statement was also eliminated, with the reinstatement of the book value of the related intangible assets which were subjected to impairment testing at both 1/1/2004 and 31/12/2004; – other intangible assets: the intangible assets recorded as of 1/1/2004 that did not meet the recognition criteria established by IAS 38 were written off against stockholders’ equity and the related amortization charged to the 2004 income statement was reversed; conversely, intangible assets meeting the IAS 38 recognition requirements were maintained at their carrying value as of 31/12/2003, considered representative of their initial deemed cost for IAS purposes, and have subsequently been valued using the “cost method”.

227 Tax assets / Tax liabilities

Tax assets / liabilities have been recorded in accordance with IAS 12. The effects of the first-time adoption of IAS/IFRS were determined by calculating – where considered appropriate and correct – the related current and deferred tax effects using the Ires rate of 33% and the Irap rate of 4.25%. In accordance with para. 52b of IAS 12, no provision for deferred taxation has been recorded in relation to the reserves and revaluation surpluses that are in suspense for tax purposes, since their distribution is not envisaged; in this regard, the Group has not carried out, and has no short or medium-term plans to carry out, any activities which could give rise to the payment of deferred taxes.

Non-current assets held for sale

These assets – where present – have been valued at the lower of their carrying value or their fair value net of selling costs.

Due to banks / Due to customers

Amounts due to banks and customers have been recorded at “amortized cost”, taking the values as of 31/12/2004 as the starting point for IAS purposes. Accordingly, there are no effects associated with the first-time adoption of IAS/IFRS.

Provision for severance indemnities and other payroll costs

IFRIC has determined that the provision for severance indemnities is a “post-employment benefit” and, accordingly, is covered by IAS 19. The valuation carried out by an independent actuary, applying the methodology envisaged for “defined-benefit plans”, did not identify any significant differences with respect to the amount calculated in accordance with Italian law, except in relation to CariPrato. Accordingly, the amount determined in accordance with Italian law has been retained, except with the regard to the above subsidiary, for which the appraised value determined by the actuary has been used.

Provisions for risks and charges

There were no effects associated with the first-time adoption of IAS/IFRS in relation to both “pensions and similar obligations” and “other provisions for risks and charges”.

Redeemable shares

There are no shares which are redeemable by stockholders at a fixed price. Accordingly, there are no effects associated with the first-time adoption of IAS/IFRS.

Equity instruments

The derivative implicit in the convertible bonds issued by the Bank has been separated in accordance with IAS 32, and the equity element has been classified as part of stockholders’ equity. 228 Portfolio securities and securities issued

The securities held as of 1/1/2005 were allocated to the categories envisaged by IAS 39 (“financial assets held for trading”, “financial assets at fair value”, “AFS financial assets” and “financial assets held to maturity”) on the basis determined by the Board of Directors. Certain securities, for which the loan element prevails over the financial element, were reclassified as “loans”. The securities classified as “financial assets held to maturity” were valued at “amortized cost” with reference to the initial values as of 31/12/2004 for IAS purposes, given that the effect of “transaction costs” incurred prior to that date was not significant, and there was therefore no impact on stockholders’ equity as of 1/1/2005. The securities classified in other categories were stated at fair value as of 1/1/2005, and the difference with respect to their book value as of 31/12/2004 was recorded as part of stockholders’ equity. The fair value of portfolio securities was determined on the basis described further below. Securities issued were classified among the liabilities valued at “amortized cost”, except for those covered by the fair value option. The values reported in the financial statements as of 31/12/2004 were taken as the starting point for IAS purposes, given that the effect of “transaction costs” incurred prior to that date was not significant. Own securities held by the Group were eliminated from the balance sheet (both assets and liabilities) and any differences were recorded as part of stockholders’ equity.

Assets / Liabilities covered by the fair value option

The fair value option is applied to value financial assets and/or liabilities that are correlated or hedged by derivatives for which the application of hedge accounting rules is particularly complex and difficult.

Due from banks The amounts due from banks reported in the financial statements reflects their estimated realizable value. This amount was obtained by deducting forecast losses from the total amount paid out. The adoption of IAS/IFRS had no effect on these balances.

Due from customers Amounts due from customers were recorded at “amortized cost”, net of expected losses on individual loans or classes of similar loans. For “amortized cost” purposes, the value reported in the financial statements as of 31/12/2004 was taken as the starting point for IAS purposes, given that the effect of “transaction costs” incurred prior to that date was not significant. Forecast losses were determined as follows: • non-performing loans: the losses forecast when preparing the financial statements as of 31/12/04 were uplifted by the effect of discounting loans, having regard for the recovery periods estimated by the business functions concerned; • watchlist loans: the losses on watchlist loans of Euro 150,000.00 or more, identified when preparing the financial statements as of 31/12/04, were uplifted by the effect of discounting them, having regard for the recovery periods estimated by reference to historical-statistical data; smaller watchlist loans and larger amounts not subject to a specific credit risk were written down on an overall basis, considering historical-statistical data and taking account of the effects of discounting; • restructured loans: the losses forecast when preparing the financial statements as of 31/12/04 were uplifted by the effect of discounting loans; 229 • performing loans: these were grouped into classes by level of risk and each was written down on an overall basis, using the same percentage for each class. These overall write-downs were determined using a “pseudo Basel 2” model, allocating to each class of risk a “probability of default” (PD) and a “loss given default” (LGD) determined with reference to historical-statistical data. The determination of realizable value also took account of the discounting effect, having regard for the recovery periods estimated by reference to historical-statistical data. Loans represented by “repurchase agreements” and loans to BPVi Group companies were not written down since they are not subject to credit risk.

Securitizations

In prior years the BPVi Group arranged a number of transactions to securitize performing loans. As allowed by para. 27 of IFRS 1, the loans securitized prior to 1 January 2004 were not reinstated on the first-time adoption of IAS 39. The securitization known as Berica 5 Residential Mbs, arranged subsequent to 1/1/2004, does not meet the derecognition requirements of IAS 39 since the Parent Bank subscribed for all of the junior asset-backed securities issued by the vehicle company. Accordingly, the securitized loans were reinstated. The following adjustments were made with regard to the above securitization: • elimination of the excess spread collected by the Group at the time of securitizing the loans; • “reinstatement” of the loans securitized by the Group; • collective test of impairment of the above securitized loans that were still outstanding on 1/1/2005.

Derivative contracts

The derivative contracts previously classified as hedges, but not meeting the hedge accounting requirements of IAS 39, were reclassified as trading derivatives and stated at fair value, with an effect on stockholders’ equity as of 1/1/2005. Indeed, both trading and hedging derivatives were stated at fair value as of 1/1/2005, determined on the basis described further below. Their valuation also took account of the effect of “counterparty risk”. Lastly, implicit derivatives were separated from financial assets and liabilities, where the related requirements of IAS 39 were met.

Equity investments

The carrying value of investments consolidated on a line-by-line basis, including their assets and liabilities, off-balance sheet transactions, as well as income and expenses, was eliminated against the related interest in their stockholders’ equity at the time they were acquired or consolidated for the first time; any excess amounts were allocated, where possible, to the assets and liabilities of the subsidiaries concerned or, otherwise, to “goodwill”.

With regard to the equity investments consolidated on a proportional basis, the related assets, liabilities, off-balance sheet transactions, income and expenses were consolidated in proportion to the equity interests held, and the book value of these investments was offset against the Group’s interest in the related stockholders’ equity; any excess amounts were allocated, where possible, to the assets and liabilities of the companies concerned or, otherwise, to “goodwill”. Equity investments in associates and companies under joint control were valued using the equity method, adjusting the carrying value of the investment to reflect the Group’s interest in its stockholders’ equity at the time of purchase or on initial consolidation. Differences emerging at the 230 time the investments were first consolidated, where not attributable to specific asset and liability captions, were allocated to “Goodwill”. Subsequent changes were allocated to equity investments, with the matching entry to the statement of income caption, “Income (loss) from investments”. Where significant, equity interests classified as “assets held for trading” and as “AFS financial assets” were stated at fair value on the basis described further below. Equity investments classified as “non-current assets held for sale” pursuant to IFRS 5 were valued at the lower of carrying value or their fair value net of selling costs.

Criteria for determining the fair value of financial instruments

The fair value of securities at 1/1/2005 was determined as follows: • Securities listed on active markets The fair value of the financial instruments traded on an “active market” was determined as follows: – equity and debt instruments listed by Borsa Italia: the official price on the last trading day of the reference period; – equity and debt instruments listed on foreign stock exchanges: the official price (or other equivalent price) on the last day of the reference period; – units in mutual funds and sicavs: the official price (or other equivalent price) of the units on the last day of the reference period. • Securities not listed on active markets The fair value of the financial instruments not traded on an “active market” was determined as follows: – he price supplied by other sources of information, such as Bloomberg, where available and reliable; – if the Bloomberg price was not available, other sources / valuation techniques were used, such as: - Italian debt securities: the present value of the cash flows expected from the securities concerned, considering the current yields at period end on securities with similar maturities; in particular: - based on the swap rates for fixed rate securities; - based on the gross yield of treasury certificates (CCT) with the same residual maturities for floating-rate securities. Determination of the fair value of Italian debt securities took account of any “counterpart risk” and/or “liquidity risk”; for this purpose, the price of the security determined using the above methodology was adjusted by the credit spread that reflects the credit risk associated with the issuer; – foreign debt securities: the last ICMA price recorded during the reference period; – units in mutual funds and sicavs: the latest value of the units communicated by the management company; – capital accumulation insurance policies: the redemption value determined with reference to the issue regulations. • equity instruments not listed on an “active market” whose fair value cannot be determined re- liably on the above basis were valued at cost, as adjusted to take account of any significant impairment of value.

The fair value of derivative contracts as of 1/1/2005 was determined as follows: • derivative contracts traded on regulated markets: fair value was taken to be their market price on the last trading day of the year; • derivative contracts traded over the counter: fair value was taken to be their market value at the reference date, determined for each type of contract on the following basis: 231 – contracts on interest rates: market value was taken to be the so-called “replacement cost”, determined by discounting back to the expected settlement dates, the differences between flows at contract rates and flows at market rates, calculated on an objective basis, current at year- end for equivalent residual maturities; – option contracts on securities, currencies and other assets: market value, represented by the theoretical premium at the reference date, was determined by using the Black & Scholes for- mula, or other equivalent methods. For contracts traded over the counter, fair value was determined by adjusting their market value, where positive, by the “credit risk” associated with the counterpart. The adjustment recorded on the first-time adoption of IAS 32 and 39 was classified as part of stockholders’ equity.

The fair value of the equity instruments classified as “AFS financial assets” as of 1/1/2005 was determined as follows: • investments in companies listed on “active markets”: fair value was taken to be their market price on the last trading day of the year; • investments in companies not listed on “active markets”: if significant, fair value was taken to be the value determined by independent appraisals or recent transactions, where available, or otherwise the interest held in the stockholders’ equity reported in the latest financial statements approved by the company; insignificant equity investments are carried at cost.

232 NOTES ON THE EFFECTS OF THE TRANSITION TO IAS/IFRS ON CONSOLIDATED STOCKHOLDERS’ EQUITY AND THE CONSOLIDATED INCOME STATEMENT

The principal effects of adopting IAS/IFRS on the consolidated stockholders’ equity and the consolidated income statement of the BPVi Group are described below.

Effects on stockholders’ equity as of 1/1/2004

The effects on stockholders’ equity as of 1/1/2004 deriving from the adoption of international accounting standards (excluding the effects of adopting IAS 32, 39 and IFRS 4) are set out below: – property, plant and equipment: the gross positive effect includes Euro 137.2 million deriving from the use of fair value to replace the cost of property held by the Group at the IAS/IFRS transition date, and Euro 36.0 million deriving from the use of fair value to replace the cost of works of art and assets held as investments at the transition date; – intangible assets: the gross adverse effect of Euro 26.2 million comprises Euro 16.4 million deriving from the elimination of charges linked with the solidarity fund established pursuant to Law 449/97, and Euro 9.8 million from the elimination of other deferred charges that are no longer recognized under IAS 38; – defiscalization: the gross positive effect of Euro 57.8 million reflects the reinstatement in 2004 of the value of the investment held in BNL due to the effect of eliminating of fiscal interference; – reserve for possible loan losses: the gross positive effect of Euro 13.7 million reflects the reclassification of the reserve for possible loan losses to stockholders’ equity, since IAS 37 does not recognize provisions recorded to cover potential liabilities; – leased assets: the gross positive effect of Euro 1.6 million reflects the adoption of finance leasing methodology on the transition to IAS, while the gross adverse effect of Euro 0.8 million relates to the recognition of the related liability to the leasing company; – deferred taxes: the gross positive effect of Euro 4.7 million reflects the recognition of deferred tax assets deriving from certain temporary differences, while the gross adverse effect of Euro 1.3 million relates to the recognition of deferred tax liabilities deriving from certain temporary differences; – severance indemnities: the gross positive effect of Euro 1.3 million relates to the measurement in accordance with IAS 19 of the liability for severance indemnities due to the employees of Cariprato; – bonuses: the gross adverse effect of Euro 1.7 million relates to the valuation pursuant to IAS 19 of the charge for employee bonuses; – net profit (loss) of investments carried at equity: the gross adverse effect of Euro 43 thousand relates to the valuation using the equity method of the investments held in Sec Servizi Scpa and Linea Spa; – tax effect: the net adverse impact of recognizing deferred tax assets and liabilities in relation to the above effects is Euro 43.5 million.

Overall, net of tax effect, the adoption of IAS/IFRS (excluding the effects of IAS 32, 39 and IFRS 4) had a positive effect on stockholders’ equity as of 1/1/2004 of Euro 178.8 million, of which Euro 9.2 million is attributable to third parties and Euro 169.6 million is attributable to the Group.

233 Effects on the income statement and reserves as of 31/12/2004

The effects on the 2004 income statement of adopting international accounting standards (excluding the effects of IAS 32, 39 and IFRS 4) were as follows: – adjustments to property, plant and equipment: the gross positive effect of Euro 1.5 million was due to the lower depreciation charge for 2004 on the Group’s property; – adjustments to intangible assets: the principal effects relate to the elimination of the amortization of purchased goodwill and goodwill arising on consolidation and on application of the equity method charged to the 2004 income statement, Euro 80.5 million; elimination of the amortization recorded in the 2004 income statement linked with charges to the solidarity fund established pursuant to Law 449/97, Euro 2.1 million; and the expensing of charges incurred in 2004 that cannot be deferred under IAS 38, Euro 0.6 million; – defiscalization: the gross adverse impact of Euro 57.8 million reflects the elimination of the extraordinary income recorded in 2004 on the reinstatement of the value of the equity investment held in BNL, due to the effect of eliminating of fiscal interference; – change in the reserve for general banking risks: the gross positive effect of Euro 41.5 million reflects the elimination of the provision made to this reserve in 2004, which is no longer allowed under IAS; this positive effect on the income statement is offset by a corresponding adverse effect on the equity reserves reported for 2004; – leased assets: the gross adverse effect of Euro 0.6 million reflects the depreciation charge for the year on leased assets, which is offset by an equal gross positive effect representing the reduction in the financial charges on the liability to the leasing company; – deferred taxes: the gross adverse effect of Euro 2.0 million relates to the release during the year of deferred tax assets recorded on FTA, while the gross positive effect of Euro 18 thousand reflects the release of deferred tax liabilities recorded on FTA; – stock granting: the gross adverse effect of Euro 2.2 million relates to the elimination of extraordinary income recorded in the 2004 income statement on the release of excess employment provisions following the granting of shares in the Parent Bank based on 2003 performance; this adverse effect on the income statement was offset by a corresponding positive effect on the equity reserves reported for 2004; – payroll costs and other administrative costs: the adverse effects reflect the recognition as a 2004 cost of the shares granted to employees based on their length of service or the attain- ment of specific results, Euro 0.9 million; and the cost of the directors’ participation in the net income for 2003, Euro 0.7 million; the expensing of these charges had a corresponding positive effect on the reserves reported for 2004. The positive effects comprise the change in the valuation under IAS 19 of the provision for employee severance indemnities, Euro 18 thousand, and the provision for employee bonuses, Euro 139 thousand; – net profit (loss) of investments carried at equity: the positive effect of Euro 0.2 million reflects the results, net of tax effect, of the investments carried at equity; – tax effect: the net adverse impact of recognizing deferred tax assets and liabilities in relation to the above effects is Euro 11.3 million.

Overall, net of tax effect, the positive impact on net income for 2004 of adopting IAS/IFRS (excluding the effects of IAS 32, 39 and IFRS 4) was Euro 50.4 million, of which Euro 0.4 million is attributable to minority interests and Euro 50.0 million is attributable to the Group, while the corresponding adverse impact on equity reserves as of 31/12/2004, entirely attributable to the Group, was Euro 37.7 million. The overall positive effect on the stockholders’ equity attributable to the Group as of 31/12/2004 was therefore Euro 181.8 million.

234 Effects on stockholders’ equity as of 1/1/2005 deriving from the first-time adoption of IAS 32 and 39

The effects on stockholders’ equity as of 1/1/2005 deriving from the first-time adoption of IAS 32 and 39 are described below: – valuation of loans: the gross negative effect of Euro 52.2 million was almost entirely due to the discounting of recoverable loans, which was not required under Italian GAAP; – valuation of portfolio securities: the gross positive effect of Euro 10.6 million mainly relates to the recognition at fair value of the portfolio securities classified as “financial assets held for trading” and “AFS financial assets”; – elimination of own securities: the gross adverse effect of Euro 36 thousand reflects the loss on offsetting own securities held against the related liability for securities issued; – elimination of intercompany securities: the gross adverse effect of Euro 6.3 million reflects the loss on offsetting the holding of securities issued by group companies against the related liability for securities issued by other group companies; – valuation of equity investments at fair value: the gross adverse effect of Euro 9.0 million reflects the valuation at fair value of equity investments that were previously carried at cost; – net profit (loss) of investments carried at equity: the adverse effect of Euro 8.0 million relates to the impact, net of tax effect, deriving from the application of IAS 32 and 39 by Linea S.p.A. and Sec Servizi Scpa, which are consolidated using the equity method; – valuation of BPVi convertible bonds: the gross positive effect of Euro 12.3 million reflects the separation of the equity element embedded in the bond, with the gross adverse effect of Euro 3.4 million relates to the related “amortized cost” element; – valuation of the bond exchangeable for BNL shares: the gross adverse effect of Euro 23.3 million comprises Euro 20.9 million on the separation of the implicit derivative embedded in the bond and its valuation at fair value, as well as Euro 2.4 million reflecting the related “amortized cost” element; – valuation of bonds under the FVO: the gross adverse effect of Euro 37.3 million relates to the valuation at fair value of own securities “hedged” by derivative contracts, which are also stated at fair value;

– valuation of derivative contracts: the gross positive effect of Euro 27.5 million reflects the valuation under the fair value option of the contracts correlated with the own bonds referred to above, and the reclassification as trading derivatives at fair value of certain contracts previously classified as hedges; – Berica 5 Residential MBS securitization: the negative effect of Euro 35.4 million reflects the elimination of the excess spread recorded at the time of the securitization; the gross positive effect of Euro 1.5 million reflects the results for the period deriving from this transaction, while the gross adverse effect of Euro 0.7 million relates to the valuation of securitized loans; – insurance companies: the gross adverse effect of Euro 4.4 million reflects the impact of adopting IAS/IFRS on the Group’s insurance companies; – tax effect: the net positive impact of recognizing deferred tax assets and liabilities in relation to the above effects was Euro 39.5 million.

Overall, net of tax effect, the adverse impact on stockholders’ equity as of 1/1/2005 of adopting IAS 32, 39 and IFRS 4 was Euro 88.9 million, of which Euro 2.9 million attributable to minority interests and Euro 86.0 million attributable to the Group.

Net of tax effect, the positive impact on stockholders’ equity (including net income for the year) of adopting IAS/IFRS was Euro 102.6 million, of which Euro 6.7 million attributable to minority interests and Euro 95.9 million attributable to the Group.

235

BALANCE SHEETS AND STATEMENTS OF INCOME OF THE CONSOLIDATED COMPANIES

237 BANCA NUOVA S.p.A. BALANCE SHEET AT 31 DECEMBER 2005 in Euro

Assets 12.31.2005 12.31.2004 (excluding IAS 32 and 39) 10. Cash and balances with central banks 31,901,457 21,337,020 20. Financial assets held for trading 138,972,206 247,699,548 40. Financial assets available for sale 31,346,001 26,948,504 60. Loans and advances to banks 499,799,827 323,927,301 70. Loans and advances to customers 1,618,888,025 1,288,270,999 100. Equity investments 9,915,353 2,430,867 110. Property, plant and equipment 25,991,713 32,041,478 120. Intangible assets 53,825,771 55,649,805 of which: – goodwill 52,531,727 55,031,727 130. Tax assets 18,872,477 17,962,227 a) current 8,032,767 7,264,119 b) deferred tax assets 10,839,710 10,698,108 140. Non-current assets held for sale and discontinued operations 166,460,737 – 150. Other assets 88,659,685 56,595,584

Total assets 2,684,633,252 2,072,863,334

238 Equity and liabilities 12.31.2005 12.31.2004 (excluding IAS 32 and 39) 10. Deposits from banks 13,641,718 41,000,546 20. Due to customers 1,695,179,672 1,446,531,314 30. Debt securities in issue 417,595,011 298,423,946 40. Financial liabilities held for trading 43,541,728 1,882,317 50. Financial liabilities at fair value 39,988,877 21,321,677 80. Tax liabilities: 14,716,449 12,010,328 a) current 11,393,499 5,192,781 b) deferred 3,322,950 6,817,547 90. Liabilities associated with assets held for sale and disposal groups 162,460,737 – 100. Other liabilities 75,197,281 58,238,111 110. Provision for severance indemnities 13,652,512 13,286,558 120. Provisions for risks and charges: 5,592,167 4,000,162 b) other provisions 5,592,167 4,000,162 130. Valuation reserves 11,009,679 9,611,683 160. Reserves 61,768,153 26,022,008 170. Additional paid-in capital 89,683,261 108,066,287 180. Share capital 28,542,876 28,542,876 200. Net income (loss) for the year (+/-) 12,063,131 3,925,520

Total Equity and Liabilities 2,684,633,252 2,072,863,334

239 BANCA NUOVA S.p.A. STATEMENT OF INCOME FOR THE YEAR ENDED 31 DECEMBER 2005 in Euro

Captions 12.31.2005 12.31.2004 (excluding IAS 32 and 39) 10. Interest income and similar revenues 89,511,114 68,066,764 20. Interest expense and similar charges (27,101,775) (22,000,579) 30. Net interest income 62,409,339 46,066,185 40. Fee and commission income 36,608,951 28,903,947 50. Fee and commission expense (4,097,705) (3,306,050) 60. Net fee and commission income 32,511,246 25,597,897 70. Dividend and similar income 1,447,961 1,092,112 80. Net trading income 9,438,196 7,464,985 100. Gains (losses) on disposal or repurchase of: (17,080) – a) loans and advances (88) – d) financial liabilities (16,992) – 110. Net change in financial assets and liabilities at fair value (44,044) 120. Net interest and other banking income 105,745,618 80,221,180 130. Net impairment adjustments to: (1,364,068) (1,599,714) a) loans and advances (1,385,926) (1,654,562) b) financial assets available for sale – 20,288 d) other financial transactions 21,858 34,560 140. Net income from financial activities 104,381,550 78,621,466 150. Administrative costs: (91,137,177) (75,239,607) a) payroll (48,553,605) (38,582,431) b) other administrative costs (42,583,572) (36,657,176) 160. Net provisions for risks and charges (2,708,570) (1,672,025) 170. Net adjustments to property, plant and equipment (2,804,462) (2,310,242) 180. Net adjustments to intangible assets (232,871) (252,642) 190. Other operating charges/income 5,757,008 9,777,626 200 Operating costs (91,126,072) (69,696,890) 220. Net gains (losses) arising on fair value adjustments to property, plant and equipment and intangible assets 158,000 128,000 230. Adjustments to goodwill (2,500,000) – 240. Gains (losses) on disposal of investments 140,593 1,461 250. Profit (loss) from current operations before tax 11,054,071 9,054,037 260. Income taxes on current operations (1,818,745) (5,128,517) 270. Profit (loss) from current operations after tax 9,235,326 3,925,520 280. Profit (loss) after tax on non-current assets held for sale 2,827,805 – 290. Net income (loss) for the year 12,063,131 3,925,520

240

CARIPRATO S.p.A. BALANCE SHEET AT 31 DECEMBER 2005 in Euro

Assets 12.31.2005 12.31.2004 (excluding IAS 32 and 39) 10. Cash and balances with central banks 24,199,241 26,324,203 20. Financial assets held for trading 170,187,020 210,275,297 40. Financial assets available for sale 60,692,406 57,905,033 50. Financial assets held to maturity 10,655,472 11,678,010 60. Loans and advances to banks 299,876,616 85,065,688 70. Loans and advances to customers 2,413,936,742 2,103,832,986 100. Equity investments 2,467,677 2,362,731 110. Property, plant and equipment 108,039,007 108,817,279 120. Intangible assets 6,318,497 6,240,752 of which: – goodwill 5,764,659 5,764,659 130. Tax assets 22,173,668 14,021,840 a) current 14,484,968 11,568,902 b) deferred tax assets 7,688,700 2,452,938 150. Other assets 73,400,288 65,101,910

Total assets 3,191,946,634 2,691,625,729

242 Equity and liabilities 12.31.2005 12.31.2004 (excluding IAS 32 and 39) 10. Deposits from banks 431,085,299 99,715,058 20. Due to customers 1,553,023,808 1,453,603,891 30. Debt securities in issue 458,287,472 627,139,643 40. Financial liabilities held for trading 31,390,860 2,057,045 50. Financial liabilities at fair value 216,652,270 – 80. Tax liabilities: 32,704,879 35,084,473 a) current 17,076,350 13,870,445 b) deferred 15,628,529 21,214,028 100. Other liabilities 112,696,148 112,896,901 110. Provision for severance indemnities 17,344,771 16,407,155 120. Provisions for risks and charges: 52,794,708 51,971,867 a) pensions and similar commitments 46,324,417 45,047,452 b) other provisions 6,470,291 6,924,415 130. Valuation reserves 45,801,920 46,652,122 160. Reserves 103,362,003 109,928,877 170. Additional paid-in capital 13,502,766 13,502,766 180. Share capital 103,300,000 103,300,000 200. Net income (loss) for the year (+/-) 19,999,730 19,365,931

Total Equity and Liabilities 3,191,946,634 2,691,625,729

243 CARIPRATO S.p.A. STATEMENT OF INCOME FOR THE YEAR ENDED 31 DECEMBER 2005 in Euro

Captions 12.31.2005 12.31.2004 (excluding IAS 32 and 39) 10. Interest income and similar revenues 132,938,828 112,928,137 20. Interest expense and similar charges (43,726,403) (33,168,673) 30. Net interest income 89,212,425 79,759,464 40. Fee and commission income 41,391,313 40,752,285 50. Fee and commission expense (2,670,486) (2,633,917) 60. Net fee and commission income 38,720,827 38,118,368 70. Dividend and similar income 3,388,962 4,036,757 80. Net trading income 4,307,783 2,622,524 90. Net hedging gains (losses) – – 100. Gains (losses) on disposal or repurchase of: 18,295 – b) financial assets available for sale (3,143) – d) financial liabilities 21,438 – 110. Net change in financial assets and liabilities at fair value (1,486,532) – 120. Net interest and other banking income 134,161,760 124,537,113 130. Net impairment adjustments to: (12,553,354) (6,872,886) a) loans and advances (12,539,223) (6,771,329) b) financial assets available for sale – (107,277) d) other financial transactions (14,131) 5,720 140. Net income from financial activities 121,608,406 117,664,227 150. Administrative costs: (96,378,277) (92,520,930) a) payroll (58,464,592) (56,152,344) b) other administrative costs (37,913,685) (36,368,586) 160. Net provisions for risks and charges (1,857,295) (1,630,939) 170. Net adjustments to property, plant and equipment (3,681,783) (4,056,186) 180. Net adjustments to intangible assets (309,525) (1,215,042) 190. Other operating charges/income 9,384,110 12,440,619 200 Operating costs (92,842,770) (86,982,478) 220. Net gains (losses) arising on fair value adjustments to property, plant and equipment and intangible assets 100,000 – 240. Gains (losses) on disposal of investments (19,606) 1,088,463 250. Profit (loss) from current operations before tax 28,846,030 31,770,212 260. Income taxes on current operations (8,846,300) (12,404,281) 270. Profit (loss) from current operations after tax 19,999,730 19,365,931 290. Net income (loss) for the year 19,999,730 19,365,931

244

INFORMATICA VICENTINA S.p.A. BALANCE SHEET AT 31 DECEMBER 2005 in Euro

Assets 12.31.2005 12.31.2004 B) FIXED ASSETS I. Intangible fixed assets 1) Start-up and expansion costs – 220 2) Research, development and advertising expenses 1,184,669 1,626,221 3) Industrial patent and intellectual property rights 407,912 611,868 4) Concessions, licenses, trademarks and similar rights 349,880 535,286 5) Goodwill 504,000 576,000 7) Other 23,716 42,922 Total 2,470,177 3,392,517 II. Tangible fixed assets 2) Plant and machinery 44,999 52,303 4) Other assets 178,994 274,455 Total 223,993 326,758 III. Financial fixed assets 1) Equity investments in: a) subsidiary companies 250,192 – d) other companies 1,352 1,352 Total 251,544 1,352 2) Receivables: d) due from third parties – within 12 months 2,629 4,009 Total 2,629 4,009 TOTAL FIXED ASSETS (B) 2,948,343 3,724,636 C) CURRENT ASSETS I. Inventories 1) Raw, ancillary and consumable materials 136,800 147,990 3) Contract work in process 45,000 45,000 Total 181,800 192,990 II. Receivables 1) Due from customers – within 12 months 2,120,170 2,540,107 2) Due from subsidiary companies 879 – 4) Due from parent companies 1,088,283 1,185,110 4– bis) Tax receivables 47,423 30,174 4– ter) Deferred tax assets 13,942 3,919 5) Due from third parties – within 12 months 49,705 46,674 Total 3,320,402 3,805,984 IV. Liquid funds 3) Cash and cash equivalents 844 611 Total 844 611 TOTAL CURRENT ASSETS (C) 3,503,046 3,999,585 D) ACCRUED INCOME AND PREPAID EXPENSES INDICATING PREMIUMS ON LOANS SEPARATELY – Prepaid expenses 192,247 72,189 TOTAL ACCRUED INCOME AND PREPAID EXPENSES (D) 192,247 72,189 Total Assets 6,643,636 7,796,410

246 Liabilities and stockholders’ equity 12.31.2005 12.31.2004 A) STOCKHOLDERS’ EQUITY I. Capital stock 100,000 100,000 IV. Legal reserve 25,144 25,144 VII. Other reserves 346,004 329,143 – Euro rounding reserve 1 4 – Extraordinary reserve 346,003 329,139 VIII. Retained earnings (accumulated losses) 17 17 IX. Net income (loss) for the year 4,102 16,864 TOTAL STOCKHOLDERS’ EQUITY (A) 475,267 471,168 B) Provisions for risks and charges 2) Current and deferred taxation – 423 TOTAL PROVISIONS FOR RISKS AND CHARGES (B) – 423 C) PROVISIONS FOR TERMINATION INDEMNITIES 319,135 574,100 D) PAYABLES 4) Due to banks – within 12 months 4,570,003 4,233,725 7) Due to suppliers – within 12 months 815,140 1,760,187 11)Due to parent companies 51,405 10,628 12)Due to tax authorities – within 12 months – 935 13)Due to social security institutions – within 12 months 106,021 192,114 14)Other payables – within 12 months 246,073 486,795 TOTAL PAYABLES (D) 5,788,642 6,684,384 E) ACCRUED EXPENSES AND DEFERRED INCOME INDICATING DISCOUNTS ON LOANS – Accrued expenses 12,196 16,071 – Deferred income 48,396 50,264 TOTAL ACCRUED EXPENSES AND DEFERRED INCOME (E) 60,592 66,335 Total liabilities and stockholders’ equity 6,643,636 7,796,410

MEMORANDUM ACCOUNTS 31,12,2005 31,12,2004 I. Guarantees received from third parties 1) Sureties 122,094 22,094 Total memorandum accounts 122,094 22,094

247 INFORMATICA VICENTINA S.p.A. STATEMENT OF INCOME AT 31 DECEMBER 2005 in Euro

12.31.2005 12.31.2004 A) Value of production: 1) Revenues from sales and services 6,283,729 9,518,050 3) Change in contract work in process – (35,000) 5) Other income and revenues – miscellaneous 325,281 711,918 Total value of production (A) 6,609,010 10,194,968 B) Production costs 6) Raw, ancillary and consumable materials 665,543 2,929,084 7) Services received 1,789,231 2,601,473 8) Leases and rentals 291,509 355,740 9) Personnel: a) Wages and salaries 1,535,221 2,115,367 b) Contingencies and other charges 494,668 652,660 c) Termination indemnities 87,295 139,668 d) Pensions and similar commitments 51,517 36,812 10) Amortization, depreciation and writedowns a) Amortization of intangible fixed assets 926,532 951,882 b) Depreciation of tangible fixed assets 86,365 117,503 c) Other amounts written off fixed assets – 8,304 11) Change in inventories of raw, ancillary and consumable materials and goods for resale 11,190 15,000 14) Other operating expenses 390,412 428,597 Total production costs (B) 6,329,483 9,812,090 DIFFERENCE BETWEEN VALUE AND COST OF PRODUCTION (A - B) 279,527 382,878 C) Financial income and charges 16) Other financial income a) from long-term receivables - other – 38 c) from securities included among current assets – 2,579 17) Interest and other financial charges c) from parent companies (95,342) (108,038) d) other – (3,229) Total financial income and charges (C) (95,342) (108,650) D) Adjustments to financial assets Writedowns: a) equity investments – (25,000) Total adjustments to financial assets (D) – (25,000) E) Extraordinary income and charges 21) Charges c) miscellaneous – (1) Total extraordinary items (E) – (1) Results before taxes (A - B ± C ± D ± E) 184,185 249,227 22) Income taxes (180,083) (232,363) a) Current (190,528) (236,348) b) Deferred 422 1,276 c) Deferred tax assets 10,023 2,709 23) Net income (loss) for the year 4,102 16,864

248

IMMOBILIARE STAMPA S.p.A. BALANCE SHEET AT 31 DECEMBER 2005 in Euro

Assets 12.31.2005 12.31.2004 B) FIXED ASSETS I. Intangible fixed assets: 1) Start-up and expansion costs 17,540 35,081 4) Concessions, licenses, trademarks and similar rights 18,649 7,078 Total 36,189 42,159 II. Tangible fixed assets 1) Land and buildings 190,339,844 191,527,210 2) Plant and machinery 143,818 97,061 4) Other tangible fixed assets 174,983 155,247 5) Assets under construction and advance payments 910,919 – Total 191,569,564 191,779,518 III. Financial fixed assets: 1) Equity investments in: d) other companies 3,904,398 – 2) Receivables: d) due from third parties – beyond 12 months 3,895 4,039 Total 3,908,293 4,039 TOTAL FIXED ASSETS (B) 195,514,046 191,825,716 C) CURRENT ASSETS I. Inventories 4) Finished products and goods for resale – 3,775,725 Total – 3,775,725 II. Receivables – within 12 months 1) Due from customers 1,123,569 76,815 4) Due from parent companies 355,114 387,233 4 bis) Due from tax authorities 27,426 – 6) Due from third parties 532,524 276,665 Total 2,038,633 740,713 IV. Liquid funds: 1) Bank and post office accounts 4,008,648 4,762,743 3) Cash and cash equivalents 513 439 Total 4,009,161 4,763,182 TOTAL CURRENT ASSETS (C) 6,047,794 9,279,620 D) ACCRUED INCOME AND PREPAID EXPENSES INDICATING DISCOUNTS ON LOANS SEPARATELY 202,782 127,498 Total assets 201,764,622 201,232,834

250 Liabilities and stockholders’ equity 12.31.2005 12.31.2004 A) STOCKHOLDERS’ EQUITY I. Capital stock 125,000,000 125,000,000 II. Additional paid-in capital 69,400,000 69,400,000 IV. Legal reserve 1,172,926 993,408 V. Reserve for treasury stock VII. Other reserves, indicated separately 393,908 1) Extraordinary reserve 393,907 393,907 2) Euro rounding reserve 1 – VIII. Retained earnings (accumulated losses) 31,762 20,910 IX. Net income for the year 2,602,638 3,590,370 TOTAL STOCKHOLDERS’ EQUITY (A) 198,601,234 199,398,595 C) PROVISIONS FOR TERMINATION INDEMNITIES 484,736 439,168 D) PAYABLES 7) Due to suppliers 1,006,913 459,691 11) Due to parent companies 150,806 8,166 12) Due to tax authorities 427,473 – 13) Due to social security institutions 49,049 42,663 14) Other payables –within 12 months 960,625 802,731 –beyond 12 months 60,924 67,750 TOTAL PAYABLES (D) 2,655,790 1,381,001 E) ACCRUED EXPENSES AND DEFERRED INCOME INDICATING PREMIUMS ON LOANS SEPARATELY 22,862 14,070 Total liabilities and stockholders’ equity 201,764,622 201,232,834

MEMORANDUM ACCOUNTS 12.31.2005 12.31.2004 II. Company assets with third parties 1) Company securities with third parties 2,700,000 – Total 2,700,000 – III. Commitments 1) Supply contracts 251,563 2) Guarantees received from third parties 1,301,650 – Total 1,553,213 – Total memorandum accounts 4,253,213 –

251 IMMOBILIARE STAMPA S.p.A. STATEMENT OF INCOME FOR THE YEAR ENDED 31 DECEMBER 2005 in Euro

12.31.2005 12.31.2004 A) Value of production: 1) Revenues from sales and services 17,472,890 13,522,533 2) Change in work in progress, semi-finished and finished product inventories (3,775,725) (787,250) 5) Other income and revenues 37,783 1,787,106 Total value of production (A) 13,734,948 14,522,389 B) Production costs: 6) Raw, ancillary and consumable materials (13,946) (8,410) 7) Services received (1,453,219) (1,030,716) 8) Leases and rentals (20,679) (21,402) 9) Personnel a) wages and salaries (789,667) (730,795) b) social security charges (243,820) (228,678) c) termination indemnities (59,201) (53,318) d) pensions and similar commitments (28,420) (26,412) 10) Amortization, depreciation and writedowns a) amortization of intangible fixed assets (32,070) (26,703) b) depreciation of tangible fixed assets (6,307,151) (6,026,377) 14) Other operating expenses (1,044,549) (1,036,413) Total production costs (B) (9,992,722) (9,189,224) DIFFERENCE BETWEEN VALUE AND COST OF PRODUCTION (A-B) 3,742,226 5,333,165 C) Financial income and charges: 16) Other financial income a) from long-term receivables – 10 d) income other than the above 105,022 181,730 17) Interest and other financial charges (1,675) (4,900) Total financial income and charges (C) 103,347 176,840 E) Extraordinary income and charges: 20) Income, indicating gains on disposals separately 7,533 61,085 21) Charges, indicating gains on disposals separately (2,265) (157,765) Total extraordinary items (E) 5,268 (96,680) Results before taxes (A+B+C+D+E) 3,850,841 5,413,325 22) Income taxes (1,248,203) (1,822,955) 23) Net income (loss) for the year 2,602,638 3,590,370

252

BPVI FONDI SGR S.p.A. BALANCE SHEET AT 31 DECEMBER 2005 in Euro

Assets 12.31.2005 12.31.2004 10. Cash and balances with central banks 7,899 15,326 40. Financial assets available for sale 11,873,023 10,993,898 60. Loans and advances 18,834,781 13,519,064 a) for portfolio management 3,149,770 1,083,773 b) other loans and advances 15,685,011 12,435,291 100. Property, plant and equipment 65,536 68,531 110. Intangible assets 1,261,269 1,528,297 120. Tax assets 2,294,012 1,361,323 a) current 1,422,089 836,224 b) deferred tax assets 871,923 525,099 140. Other assets 821,013 647,571

Total assets 35,157,533 28,134,010

254 Equity and liabilities 12.31.2005 12.31.2004 10. Payables 11,424,862 11,168,752 70. Tax liabilities: 2,017,431 1,418,530 a) current 1,718,395 1,381,109 b) deferred 299,036 37,421 90. Other liabilities 7,468,721 2,438,264 100. Provision for severance indemnities 166,833 192,165 110. Provisions for risks and charges: 800,000 500,000 b) other provisions 800,000 500,000 120. Share capital 10,000,000 10,000,000 160. Reserves 976,710 867,369 170. Valuation reserves 530,590 (20,585) 200. Net income (loss) for the year (+/-) 1,772,386 1,569,515

Total Equity and Liabilities 35,157,533 28,134,010

255 BPVI FONDI SGR S.p.A. STATEMENT OF INCOME FOR THE YEAR ENDED 31 DECEMBER 2005 in Euro

Captions 12.31.2005 12.31.2004 10. Fee and commission income 28,058,042 26,200,672 20. Fee and commission expense (20,584,997) (19,213,303) Net fee and commission income 7,473,045 6,987,369 30. Dividend and similar income – 150,045 40. Interest and similar income 108,342 133,561 Net interest and other banking income 7,581,387 7,270,975 120. Administrative costs: (4,699,458) (4,229,628) a) payroll (2,446,971) (2,241,206) b) other administrative costs (2,252,487) (1,988,422) 130. Net adjustments to property, plant and equipment (35,335) (33,649) 140. Net adjustments to intangible assets (266,442) (659,807) 160. Net provisions for risks and charges (300,000) (350,000) 170. Other operating charges (276,177) (184,208) 180. Other operating income 1,152,099 854,679 Operating costs 3,156,074 2,668,362 Profit (loss) from current operations before tax 3,156,074 2,668,362 210. Income taxes on current operations (1,383,688) (1,098,847) Profit (loss) from current operations after tax 1,772,386 1,569,515 Net income (loss) for the year 1,772,386 1,569,515

256

BPV FINANCE (INTERNATIONAL) Plc PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31 DECEMBER 2005 BALANCE SHEET DIFFERENCE PROFIT & LOSS in Euro Revenue 12.31.2005 – Interest income on amount due from banks 2,529,062 – Interest income due on loans to customers 1,468,388 – Interest income on debt securities 18,034,020 – Dividends 564,195 – Commission income on transactions with banks and other financial entities 22,331 – Fees received on options 444,065 – Profits on security transactions – Equity 1,523,913 – Profits on security transactions – Bonds 86,000 – Profits on foreign exchange transactions – – Profit/Loss on revaluation – HFT 2,025 – Release of Provision – Security – – Release of Provision – Equity 14,585 – Extraordinary income Total Income 24,688,584 Net Profit / Loss after Tax 5,230,365 Dividend Paid 4,700,000 Profit/(Loss) after Dividend 530,365

258 Expenses 12.31.2005 – Interest expenses on amounts due to banks (15,432,349) – Interest expenses on securities issued (688,276) – Fees paid on options (11,400) – Losses on security transactions – Bonds (2,927) – Amortisation of discount/premium on bonds (567,370) – Loss on Maturities IAS (46,433) – Loss on Shares – IAS Adjustment (233,213) – Losses on foreign exchange transactions (198,170) – Loss on Sale of Shares/Equity Funds (154,915) – Personnel Expenses (415,438) – Personnel Expenses – Pension (33,809) – Other non interest expenses (983,378) – Depreciations (27,548) – Provision for security restatement – – Provision for equity investment restatement – – Extraordinary Items a) 4th Schedule Vat (34,097) b) Premium/Discount W/Off (16,370) – Corporation Tax (612,525) Total Expenses (19,458,219)

259 BPV FINANCE (INTERNATIONAL) Plc PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31 DECEMBER 2005 BALANCE SHEET in Euro

Assets 12.31.2005 Due from banks: 484,983 – current accounts 484,983 Loans to customers 44,343,982 – syndicated loans 2,500,000 – others loans 41,843,982 Securities: ** Available For Sale 426,054,581 –Banks & Financials 202,876,969 – Asset Backed Securities 173,375,832 – Corporate 47,328,623 – Minority interests 2,473,158 ** Held For Trading 104,409,599 –Sicav 6,833,421 – Hedged Items 71,334,614 – Bonds Trading 12,037,500 – Stocks 14,204,064 ** Held To Maturity 43,114,780 – Financial Fixed Assets 43,114,780 Equity Investments: Other assets: – Due to Meliora Fund 3,656 – Due from tax authority 133,014 Deferred Tax Asset – Fixed Assets – computer equipment (25%) 65,145 – fixtures & fittings (15%) 110,189 – Gross book value of fixed assets 175,334 – less – accumulated depreciation (114,681) – Net book value of fixed assets 60,653 Accrued income and prepaid expenses 7,442,030 Interest Receivable 7,418,479 Inter- co balance 410 – prepayments 23,141 Total Assets 626,047,279

260 Liabilities and Stockholders’ equity 12.31.2005 Due to banks: 478,206,028 – current accounts 130,092 – loans 478,075,936 Securities issued 37,100,000 – long term securities ** Group Companies 37,100,000 *DISCOUNT LONG TERM SECURITIES (Zero Coupon) (5,989,724) Other liabilities: 186,065 – Statutory Auditors’ fees 9,939 – Miscellaneous items 176,126 – Dividend Approved – Revaluation Reserve Accrued expenses and deferred income 4,538,684 Interest Payable 4,538,684 Provisions for risk and charges – – Due to tax authority – – Other provisions – Dividend – **Deferred Tax Liability 365,018 Capital and reserves 111,641,207 – share capital 103,291 – additional paid-in capital 103,291,380 Revaluation reserve (AFS) 1,887,830 Revenue Reserves 5,125,709 Revenue Reserve (HFT) 702,633 Profit and loss 530,365

Total Liabilities and stockholders’ equity 626,047,279

261 NORDEST MERCHANT S.p.A. BALANCE SHEET AT 31 DECEMBER 2005 in Euro

Assets 12.31.2005 12.31.2004 10. Cash and balances with central banks 306 175 40. Financial assets available for sale 1,561,503 11,165,596 60. Loans and advances 10,925,012 22,600,553 90. Equity investments 1,200,000 1,200,000 100. Property, plant and equipment 106,021 123,718 120. Tax assets 117,027 132,164 a) current 117,027 132,164 130. Non-current assets held for sale and discontinued operations 10,000 – 140. Other assets 29,611 48,633

Total assets 13,949,479 35,270,839

262 Equity and liabilities 12.31.2005 12.31.2004 10. Payables 404,371 239,661 70. Tax liabilities: 288,699 106,794 a) current 288,699 106,794 90. Other liabilities 14,661 22,980 100. Provision for severance indemnities 146,894 120,194 120. Share capital 5,000,000 30,977,734 160. Reserves 4,193,754 133,452 170. Valuation reserves – 3,641,456 180. Net income (loss) for the year (+/-) 3,901,100 28,568

Total Equity and Liabilities 13,949,479 35,270,839

263 NORDEST MERCHANT S.p.A. INCOME STATEMENT FOR THE YEAR ENDED 31 DECEMBER 2005 in Euro

Captions 12.31.2005 12.31.2004 10. Interest income and similar revenues 290,276 598,704 Net interest income 290,276 598,704 30. Fee and commission income 1,848,352 257,377 40. Fee and commission expense (22,611) (5,819) Net fee and commission income 1,825,741 251,558 50. Dividend and similar income 93,600 46,800 60. Net trading income 50,000 – 100. Gains (losses) on disposal or repurchase of: 3,552,009 456,764 d) financial liabilities 3,552,009 456,764 Net interest and other banking income 5,811,626 1,353,826 110. Net impairment adjustments to: (371) 38,468 a) loans and advances – 39,470 b) financial assets available for sale (371) (1,002) 120. Administrative costs: (1,968,267) (1,334,542) a) payroll (1,281,275) (982,743) b) other administrative costs (686,992) (351,799) 130. Net adjustments to property, plant and equipment (46,537) (40,724) 170. Other operating charges/income (30,724) (41,992) 180. Other operating income 349,663 83,927 Net profit from operating activities 4,115,390 58,963 200. Gains (losses) on disposal of investments 954 9,981 Profit (loss) from current operations before tax 4,116,344 68,944 210. Income taxes on current operations (215,244) (40,376) Profit (loss) from current operations after tax 3,901,100 28,568 Net income (loss) for the year 3,901,100 28,568

264

SERVIZI BANCARI S.p.A. BALANCE SHEET AT 31 DECEMBER 2005 in Euro

Assets 12.31.2005 12.31.2004 B) FIXED ASSETS I. Intangible fixed assets 1) Start-up and expansion costs 1,500 2,250 Total 1,500 2,250 II. Tangible fixed assets 2) Plant and machinery 1,944 0 4) Other assets 25,371 23,436 Total 27,315 23,436 III. Financial fixed assets 2) Receivables: d) due from third parties – within 12 months 4,836 1,494 Total 4,836 1,494 TOTAL FIXED ASSETS (B) 33,651 27,180 C) CURRENT ASSETS II. Receivables 1) Due from customers – within 12 months 118,111 3,518,654 4– bis) Tax receivable 15,202 – 4– ter) Deferred tax assets 1,002 – 5) Due from third parties 1,371 19,487 Total 135,686 3,538,141 IV. Liquid funds 1) Bank and post office accounts 3,068,736 899,239 3) Cash and cash equivalents 91 300 Total 3,068,827 899,539 TOTAL CURRENT ASSETS (C) 3,204,513 4,437,680 D) ACCRUED INCOME AND PREPAID EXPENSES INDICATING PREMIUMS ON LOANS SEPARATELY – Prepaid expenses 438 274 TOTAL ACCRUED INCOME AND PREPAID EXPENSES (D) 438 274 Total Assets 3,238,602 4,465,134

266 Liabilities and stockholders’ equity 12.31.2005 12.31.2004 A) STOCKHOLDERS’ EQUITY I. Capital stock 250,000 250,000 VII. Other reserves 2 1 – Euro rounding reserve 2 1 IX. Net income (loss) for the year 104,127 – TOTAL STOCKHOLDERS’ EQUITY (A) 354,129 250,002 B) PROVISIONS FOR RISKS AND CHARGES 1) Pensions and similar commitments 24,711 120,000 TOTAL PROVISIONS FOR RISKS AND CHARGES (B) 24,711 120,000 C) PROVISION FOR TERMINATION INDEMNITIES 1,182,013 1,620,097 D) PAYABLES 7) Due to suppliers 514,022 1,251,248 11)Due to parent companies 879 – 12)Due to tax authorities 3,389 188,525 13)Due to social security institutions 283,266 373,792 14)Other payables 868,641 661,470 TOTAL PAYABLES (D) 1,670,197 2,475,035 E) ACCRUED EXPENSES AND DEFERRED INCOME INDICATING DISCOUNTS ON LOANS – Accrued expenses 7,552 – TOTAL ACCRUED EXPENSES AND DEFERRED INCOME (E) 7,552 –

Total liabilities and stockholders’ equity 3,238,602 4,465,134

MEMORANDUM ACCOUNTS 12.31.2005 12.31.2004 1) Sureties 48,600 48,600 Total memorandum accounts 48,600 48,600

267 SERVIZI BANCARI S.p.A. INCOME STATEMENT FOR THE YEAR ENDED 31 DECEMBER 2005 in Euro

12.31.2005 12.31.2004 A) VALUE OF PRODUCTION: 1) Revenues from sales and services 7,640,710 11,640,770 5) Other income and revenues 129,837 3,670 – Miscellaneous 129,837 3,670 TOTAL VALUE OF PRODUCTION (A) 7,770,547 11,644,440 B) PRODUCTION COSTS 6) Raw, ancillary and consumable materials (24,604) (39,041) 7) Services received (2,454,232) (5,630,782) 8) Leases and rentals (345,744) (379,059) 9) Personnel: (4,365,753) (5,050,645) a) Wages and salaries (3,083,990) (3,494,886) b) Social security charges (915,861) (1,135,837) c) Termination indemnities (264,046) (274,147) d) Pensions and similar commitments (101,856) (144,204) e) Other costs – (1,571) 10) Amortization, depreciation and writedowns (6,966) (4,573) a) Amortization of intangible fixed assets (750) (750) b) Depreciation of tangible fixed assets (6,216) (3,823) 13) Other provisions – (120,000) 14) Other operating expenses (57,451) (23,853) TOTAL PRODUCTION COSTS (B) (7,254,750) (11,247,953) DIFFERENCE BETWEEN VALUE AND COST OF PRODUCTION (A-B) 515,797 396,487 C) FINANCIAL INCOME AND CHARGES 16) Other financial income a) from long-term receivables 40,145 9,011 17) Interest and other financial charges (521) (840) TOTAL FINANCIAL INCOME AND CHARGES (C) 39,624 8,171 E) EXTRAORDINARY INCOME AND CHARGES 20) Income – miscellaneous 38,567 – 21) Charges – Taxes relating to prior years (62,957) – – miscellaneous (687) – TOTAL EXTRAORDINARY ITEMS (E) (25,077) – RESULTS BEFORE TAXES (A - B ± C ± D ± E) 530,344 404,658 22) Income taxes (426,217) (404,658) – Current (427,219) (404,658) – Deferred tax assets 1,002 – 26)Net income (loss) for the year 104,127 –

268

NEM SGR S.p.A. BALANCE SHEET AT 31 DECEMBER 2005 in Euro

Assets 12.31.2005 12.31.2004 10. Cash and balances with central banks 239 382 60. Loans and advances 1,785,851 1,196,267 b) other loans and advances 1,785,851 1,196,267 120. Tax assets 51,196 3,604 a) current 9,919 1,758 b) deferred tax assets 41,277 1,846 140. Other assets 7,944 0

Total assets 1,845,230 1,200,253

270 Equity and liabilities 12.31.2005 12.31.2004 10. Payables 406,279 31,928 70. Tax liabilities: 81,429 1,081 a) current 81,429 1,081 90. Other liabilities 137,718 – 120. Share capital 1,200,000 1,200,000 160. Reserves (29,775) – 170. Valuation reserves (2,981) (2,981) 200. Net income (loss) for the year (+/-) 52,560 (29,775)

Total Equity and Liabilities 1,845,230 1,200,253

271 NEM SGR S.p.A. INCOME STATEMENT FOR THE YEAR ENDED 31 DECEMBER 2005 in Euro

Captions 12.31.2005 12.31.2004 10. Fee and commission income 534,781 – Net fee and commission income 534,781 – 40. Interest and similar income 30,227 6,512 Net interest and other banking income 565,008 6,512 120. Administrative costs: (499,012) (36,287) a) payroll (293,147) (16,600) b) other administrative costs (205,865) (19,687) 180. Other operating income 25,000 – Operating costs 90,996 (29,775) Profit (loss) from current operations before tax 90,996 (29,775) 210. Income taxes on current operations (38,436) – Profit (loss) from current operations after tax 52,560 (29,775) Net income (loss) for the year 52,560 (29,775)

272

VICENZA LIFE LIMITED BALANCE SHEET in Euro

Assets 12.31.2005 12.31.2004 Property, plant and equipment 42,302 56,574 Deferred acquisition cost 9,418,367 – Financial assets 745,137,293 586,750,969 – Investments in unit trusts and tracker bonds 458,685,989 – – Debt securities and other fixed income securities 33,415,837 21,531,626 – Investments for the benefit of life assurance policyholders who bear the investment risk 253,035,467 565,219,343 Italian substitute tax 2,135,164 – Current tax 436,801 – Debtors arising out of direct insurance operations 156,000 1,281,069 Other debtors 149,053 479,502 Prepayments and accrued income 362,399 496,309 Cash and cash equivalents 13,036,320 4,144,096 Total Assets 770,873,699 593,208,519

274 Liabilities 12.31.2005 12.31.2004 Insurance contract provisions 253,035,469 565,219,343 Other techical provisions 7,062,256 8,468,000 Financial liabilities – investment contracts 458,685,989 – Deferred income liability 17,239,778 – Creditors arising out of direct insurance operations 4,317,932 3,259,465 Creditors arising out of reinsurance operations 29,901 31,689 Other creditors including tax and social security 16,184,810 606,741 Deferred tax liabilities 1,275 2,290 TOTAL LIABILITIES 756,557,410 577,587,528 NET ASSETS 14,316,289 15,620,991

Shareholders’ equity Share capital 634,850 634,850 Capital contribution 12,062,132 12,062,132 Retained earnings 1,619,307 2,924,009 TOTAL SHAREHOLDERS’ EQUITY 14,316,289 15,620,991

275 VICENZA LIFE LIMITED INCOME STATEMENT in Euro

12.31.2005 12.31.2004 Gross premiums written 165,412,796 170,053,814 Outward reinsurance premiums (25,513) (20,432) NET EARNED PREMIUM 165,387,283 170,033,382 Investment return 36,913,348 33,733,366 Fees and commission income 9,109,031 – Other operating income 786,363 1,034,082 TOTAL INCOME 212,196,025 204,800,830 Claim and benefits incurred (4,339,840) (16,380,317) Investment contract benefits (21,795,362) – Insurance contract provisions (154,376,990) (172,078,172) Other technical provisions (4,393,120) (2,282,000) CHANGE IN INSURANCE PROVISIONS (158,770,110) (174,360,172) Acquisition costs (11,996,237) (8,316,273) Administraction expenses (1,853,826) (1,358,346) Investments expenses and changes (8,044,789) (1,233,642) PROFIT BEFORE INCOME TAXES 5,395,861 3,152,080 Income tax expenses (678,558) (395,198) PROFIT FOR THE YEAR 4,717,303 2,756,882

276

BERICA VITA S.p.A. BALANCE SHEET AT 31 DECEMBER 2005 in Euro

Assets 12.31.2005 12.31.2004 B) INTANGIBLE ASSETS 3. Start-up and expansion costs 3,630 5,445 5. Other deferred charges 1,268 2,541 TOTAL ASSETS (B) 4,898 7,986 C) INVESTMENTS II. Investments in group companies and other entities: 2) Bonds issued by entities 353,844 125,216 a) parent companies 353,844 125,216 III. Other financial investments 1) Shares and quotas 17,185,784 – a) listed shares 17,185,784 – 2) Units in mutual funds 3,021,846 18,500,000 3) Bonds and other fixed-income securities 222,986,453 71,228,685 a) listed 222,933,256 71,228,685 b) not listed 53,197 – 7) Other financial investments 40,929 – TOTAL (C) 243,588,856 89,853,901 D) INVESTMENTS FOR THE BENEFIT OF LIFE ASSURANCE WHO BEAR THE RELATED RISKS AND THOSE DERIVING FOR THE MANAGEMENT OF PENSION FUNDS I. Investments servicing investment and market index funds 70,454,382 22,953,427 II.Investments deriving from the management of pension funds – – TOTAL (D) 70,454,382 22,953,427 E) Receivables III. Other receivables 2,146,452 649,488 TOTAL (E) 2,146,452 649,488 F) OTHER ASSETS I.Fixed assets and inventories 30,406 42,620 1) Furniture, office machines and transport 30,406 42,620 II.Liquid funds: 42,198,468 26,540,125 1) Bank and post office accounts 42,198,342 26,539,980 2) Cheques and cash 126 145 IV.Other assets 45,600 – 2) Miscellaneous assets 45,600 – TOTAL (F) 42,274,474 26,582,745 G. ACCRUED INCOME AND PREPAID EXPENSES 1. For interest 3,345,065 1,356,651 2. For lease installments – – 3. Other accrued income and prepaid expenses 3,145 1,249 TOTAL (G) 3,348,210 1,357,900 TOTAL ASSETS 361,817,272 141,405,447

278 Liabilities and stockholders’ equity 12.31.2005 12.31.2004 A) STOCKHOLDERS’ EQUITY I. Share capital subscribed or similar fund 16,000,000 16,000,000 IV. Legal reserve 23,730 1,730 VII. Other reserves 3,232,866 3,032,866 VIII. Retained earnings (accumulated losses) 208,019 – IX. Net income (loss) for the year 1,334,524 430,020 TOTAL (A) 20,799,139 19,464,616 C) TECHNICAL RESERVES II. Life sector 1. Mathematical reserves 264,826,938 95,359,204 3. Reserves for amounts to be paid 54,231 – 5. Other technical reserves 1,777,894 699,101 TOTAL (C) 266,659,063 96,058,305 D) TECHNICAL RESERVES ALTHOUGH THE INVESTMENT RISK IS BORNE BY THE POLICYHOLDERS AND RESERVES DERIVING FROM THE MANAGEMENT OF PENSION FUNDS I. Reserves relating to contracts connected with investment and market index funds 70,454,382 22,953,427 TOTAL (D) 70,454,382 22,953,427 G) PAYABLES AND OTHER LIABILITIES I. Direct insurance payables to: 1. Insurance brokers 422,619 1,388,582 VII. Provision for severance indemnities 11,406 5,712 VIII. Other payables 2. Miscellaneous fiscal charges 1,802,721 771,226 3. Due to social security and pension institutions 12,429 11,190 4. Other payables 739,823 483,774 IX. Other liabilities 3. Miscellaneous liabilities 915,690 268,615 TOTAL (G) 3,904,688 2,929,099 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY 361,817,272 141,405,447

MEMORANDUM ACCOUNTS 12.31.2005 12.31.2004 III. Commitments 18,472,595 – VII. Securities deposited with third parties 293,954,440 110,528,685 TOTAL MEMORANDUM ACCOUNTS 312,427,035 110,528,685

279 BERICA VITA S.p.A. STATEMENT OF INCOME FOR THE YEAR ENDED 31 DECEMBER 2005 in Euro

Life sector technical account 12.31.2005 12.31.2004 1. PREMIUMS WRITTEN, NET OF OUTWARD REINSURANCE PREMIUMS: a) Gross premiums written 225,130,614 121,067,279 2. INCOME FROM INVESTMENTS: a) Income from shares and quotas 717,305 5,850 b) Income from other investments 2) other investments 6,909,977 1,286,542 – including: from group companies 43,976 189 d) Profits on disposal of investments 2,780,509 647,608 3. UNREALIZED GAINS AND INCOME ON INVESTMENTS FOR THE BENEFIT OF POLICYHOLDERS WHO BEAR THE RELATED RISKS AND INVESTMENTS DERIVING FROM THE MANAGEMENT OF PENSION FUNDS 2,033,986 425,737 5. CHARGES FOR CLAIMS, NET OF REINSURANCE: a) Amounts paid 1) Gross amount 8,796,516 298,412 b) Change in the reserve for amounts to be paid 1) Gross amount 54,231 – 6. CHANGE IN MATHEMATICAL RESERVES AND OTHER TECHNICAL RESERVES, NET OF REINSURANCE – – a) Mathematical reserves 1) Gross amount 169,467,734 95,359,204 c) Other technical reserves 1) Gross amount 1,078,793 699,101 d) Technical reserves although the investment risk is borne by the policyholders and deriving from the management of pension funds 1) Gross amount 47,500,955 22,953,427 8. OPERATING EXPENSES: a) Acquisition commissions 4,108,535 2,154,920 b) Other acquisition expenses 2,259,689 814,627 e) Other administrative expenses 1,069,756 699,521 9. FINANCIAL CHARGES: a) Investment management charges and interest expense 605,581 121,300 b) Adjustments to the value of investments 254,617 3,485 c) Losses on the disposal of investments 997,170 607 10. FINANCIAL CHARGES AND UNREALIZED LOSSES ON INVESTMENTS FOR THE BENEFIT OF POLICYHOLDERS WHO BEAR THE RELATED RISKS AND INVESTMENTS DERIVING FROM THE MANAGEMENT OF PENSION FUNDS 5,682 101,843 12. (-) SHARE OF PROFITS FROM INVESTMENTS TRANSFERRED TO NON-TECHNICAL ACCOUNT 854,177 489,091 13. RESULTS OF TECHNICAL ACCOUNT - LIFE SECTOR 518,955 (262,522)

280 Non-technical account 12.31.2005 12.31.2004 1. RESULTS OF TECHNICAL ACCOUNT – LOSS SECTOR – – 2. RESULTS OF TECHNICAL ACCOUNT – LIFE SECTOR 518,955 (262,522) 4. (+) SHARE OF PROFITS FROM INVESTMENTS TRANSFERRED FROM LIFE SECTOR TECHNICAL ACCOUNT 854,177 489,091 7. OTHER INCOME 487,991 480,568 8. OTHER CHARGES (37,119) (6,680) 9. PROFIT FROM ORDINARY ACTIVITIES 1,824,004 700,457 10. EXTRAORDINARY INCOME 17,117 495 11. EXTRAORDINARY CHARGES (269) (944) 12. NET EXTRAORDINARY ITEMS 16,848 (449) 13. PROFIT BEFORE TAXES 1,840,852 700,008 14. INCOME TAXES (506,328) (269,988) 15. NET INCOME (LOSS) FOR THE YEAR 1,334,524 430,020

281 PRESTINUOVA S.p.A. BALANCE SHEET AT 31 DECEMBER 2005 in Euro

Assets 12.31.2005 20. Due to banks 8,071,431 a) demand 8,071,431 b) other loans and advances 90. Intangible assets of which: 22,079 – start-up costs 22,079 – goodwill 130. Other assets 189,303

Total assets 8,282,813

282 Liabilities and equity 12.31.2005 10. Due to banks 2,310 a) demand 2,310 b) time deposits or with notice period 50. Other liabilities 279,457 120. Share capital 8,000,000 170. Net income (loss) for the year 1,046

Total liabilities and equity 8,282,813

283 PRESTINUOVA S.p.A. INCOME STATEMENT in Euro

Costs 12.31.2005 40. Administrative costs: 219,474 b) other administrative costs 219,474 130. Income taxes 5,993 140. Net income for the year 1,046

Total costs 226,513

284 Revenues 12.31.2005 10. Interest and similar income of which: 97,859 a) on loans to customers b) on debt securities c) on current accounts 97,859 70. Other operating income 128,654

Total revenues 226,513

285

INDEPENDENT AUDITORS’ REPORT

287

CONSOLIDATED BALANCE SHEET IN EURO AND IN US DOLLARS

CONSOLIDATED STATEMENT OF INCOME IN EURO AND IN US DOLLARS

291 BANCA POPOLARE DI VICENZA GROUP CONSOLIDATED BALANCE SHEET AS OF DECEMBER 31, 2005 in Euro and US Dollars

Assets Thousand of Euro Thousand of US $ (1Euro=1,1797 $) 10. Cash and balances with central banks 142,150 167,694 20. Financial assets held for trading 1,523,889 1,797,732 30. Financial assets at fair value 268,553 316,812 40. Financial assets available for sale 1,447,533 1,707,655 50. Financial assets held to maturity 53,770 63,432 60. Loans and advances to banks 1,402,393 1,654,403 70. Loans and advances to customers 14,839,128 17,505,719 80. Hedging derivatives 133 157 100. Equity investments 42,719 50,396 120. Proprty, plant and equipment 376,709 444,404 130. Intangible assets 492,602 581,123 of which: - goodwill 485,004 572,159 140. Tax assets 200,510 236,542 a) current 102,290 120,672 b) deferred tax assets 98,220 115,870 160. Other assets 326,345 384,989

Total assets 21,116,434 24,911,057

292 Liabilities and stockholders’ equity Thousand of Euro Thousand of US $ (1Euro=1,1797 $) 10. Deposits from banks 2,834,104 3,343,392 20. Due to customers 8,593,525 10,137,781 30. Debt securities in issue 4,093,625 4,829,249 40. Financial liabilities held for trading 534,440 630,479 50. Financial liabilities at fair value 1,566,276 1,847,736 60. Hedging derivatives 2,862 3,376 80. Tax liabilities: 162,341 191,514 a) current 110,105 129,891 b) deferred 52,236 61,623 100. Other liabilities 533,444 629,304 110. Provision for severance indemnities 87,165 102,829 120. Provisions for risks and charges: 89,344 105,399 a) pensions and similar commitments 46,324 54,648 b) other provisions 43,020 50,751 130. Technical reserves 278,223 328,220 140. Valuation reserves 231,695 273,331 160. Equity instruments 12,054 14,220 170. Reserves 179,109 211,295 180. Additional paid-in capital 1,543,127 1,820,427 190. Share capital 183,817 216,849 210. Minority interests (+/-) 65,513 77,286 220. Net income (loss) for the year (+/-) 125,770 148,371 Total Equity and Liabilities 21,116,434 24,911,057

293 BANCA POPOLARE DI VICENZA GROUP CONSOLIDATED STATEMENT OF INCOME AS OF DECEMBER 31, 2005 in Euro and US Dollars

Statement of income Thousand of Euro Thousand of US $ (1Euro=1,1797 $) 10. Interest income and similar revenues 756,038 891,898 20. Interest expense and similar charges (314,288) (370,766) 30. Net interest income 441,750 521,132 40. Fee and commission income 293,510 346,254 50. Fee and commission expense (39,097) (46,123) 60. Net fee and commission income 254,413 300,131 70. Dividend and similar income 21,283 25,108 80. Net trading income 65,353 77,097 90. Net hedging gains (losses) (506) (597) 100, Gains (losses) on disposal or repurchase of: 7,247 8.549 a) loans and advances 2 2 b) financial assets available for sale 5,617 6,626 d) financial liabilities 1,628 1,921 110. Net change in financial assets and liabilities at fair value 629 742 120. Net interest and other banking income 790,169 932,162 130. Net impairment adjustments on: (102,439) (120,847) a) loans and advances (89,022) (105,019) b) financial assets available for sale (12,718) (15,003) d) other financial transactions (699) (825) 140. Net income from financial activities 687,730 811,315 150. Net premium income 340,414 401,586 160. Other insurance income (charges) (341,917) (403,359) 170. Net income from financial and insurance activities 686,227 809,542 180. Administrative costs: (509,907) (601,537) a) payroll (293,693) (346,470) b) Other administrative costs (216,214) (255,068) 190. Net provisions for risks and charges (12,051) (14,217) 200. Net adjustments to property, plant and equipment (15,365) (18,126) 210. Net adjustments to intangible assets (4,809) (5,673) 220. Other operating charges/income 55,942 65,995 230. Operating costs (486,190) (573,558) 240. Share of profit (loss) of equity investments 6,554 7,732 250. Net gains (losses) arising on fair value adjustments to property, plant and equipment and intangible assets 409 482 260. Adjustments to goodwill (2,572) (3,034) 270. Gains (losses) on disposal of investments 596 703 280. Profit (loss) from current operations before tax 205,024 241,867 290. Income taxes on current operations (74,114) (87,432) 300. Profit (loss) from current operations after tax 130,910 154,435 320. Net profit (loss) for the year 130,910 154,435 330. Minority interests (5,140) (6,064) 340. Net income (loss) for the year pertaining to the parent bank 125,770 148,371

294 BRANCH NETWORK BANCA POPOLARE DI VICENZA REGISTERED OFFICE AND • 36100 Vicenza - Filiale n. 8 • 36061 Bassano - Filiale n. 1 • 36031 Dueville HEADQUARTERS Viale dal Verme, 100 Viale Pecori Giraldi, 24 Piazza Monza, 39 I-36100 Vicenza Tel. (0444) 927222 Tel. (0424) 502405 Tel. (0444) 360400 Via Btg. Framarin, 18 Telefax (0444) 927255 Telefax (0424) 503998 Telefax (0444) 360438 Tel. (0444) 339111 • 36100 Vicenza - Filiale n. 9 • 36061 Bassano - Filiale n. 2 • 36060 Fellette di Romano d’Ezzelino Via Giuriato, 67 Loc. Ca’ Baroncello - V. Cellini, 2 Via Bassanese, 32 Tel. (0444) 301700 Tel. (0424) 510280 Tel. (0424) 512559 CENTRAL SERVICES Telefax (0444) 301698 Telefax (0424) 512263 Telefax (0424) 512554 36100 Vicenza • 36100 Vicenza - Filiale n. 10 • 36050 Bolzano Vic.no • 36032 Gallio Via Btg. Framarin, 22 Via F.lli Rosselli, 58 Via Zuccola, 3 P.zza Gen. Turba, 3 Tel. (0444) 240334 Tel. (0444) 350034 Tel. (0424) 445171 Tel. (0444) 339111 Telefax (0444) 240318 Telefax (0444) 350775 Telefax (0424) 445415 Telefax (0444) 329364 • 36100 Vicenza - Filiale n. 11 • 36042 Breganze • 36053 Gambellara Teltex 480178 BPVSCE Via Ca’ Balbi, 309 Piazza Mazzini, 27 Piazza Marconi, 5 Swift BPVIIT 22 Tel. (0444) 912733 Tel. (0445) 873133 Tel. (0444) 444622 Telefax (0444) 912742 Telefax (0445) 300373 Telefax (0444) 444125 • Stock Exchange • 36100 Vicenza - Filiale n. 12 • 36040 Brendola • 36040 Grisignano di Zocco Tel. (02) 62481800 Via dell’Oreficeria, 16/A Via Roccolo, 1 Via Serenissima, 3 Telefax (02) 29062724 Tel. (0444) 565656 Tel. (0444) 400831 Tel. (0444) 614558 Telefax (0444) 963988 Telefax (0444) 601973 Telefax (0444) 414358 • Foreign Exchange • 36100 Vicenza - Filiale n. 13 • 36030 Caldogno • 36023 Longare Tel. (02) 62481000 Via E. Fermi, 130 Via Risorgimento, 2 Via Marconi, 38 Telefax (02) 29062724 Tel. (0444) 964694 Tel. (0444) 585799 Tel. (0444) 953580 Telefax (0444) 964697 Telefax (0444) 905133 Telefax (0444) 953585 • Gold • 36100 Vicenza - Filiale n. 14 • 36043 Camisano Vicentino • 36045 Lonigo Tel. (0444) 339133 Polegge Via Marosticana, 345 Piazza Umberto I°, 11 Via Q. Rossi, 5 Telefax (0444) 545982 Tel. (0444) 945729 Tel. (0444) 610170 Tel. (0444) 830542 Telefax (0444) 595143 Telefax (0444) 410489 Telefax (0444) 831259 • Treasury • 36100 Vicenza - Filiale n. 15 • 36010 Canove di Roana • 36046 Lusiana Tel. (0444) 995260 S.S. Pasubio, 335 - Loc. Maddalene Via Milano Viale Europa, 12/A Telefax (0444) 329417 Tel. (0444) 980610 Tel. (0424) 692090 Tel. (0424) 406014 Telefax (0444) 980695 Telefax (0424) 692838 Telefax (0424) 406438 • International Relations • 36100 Vicenza - Filiale n. 16 • 36010 Carrè • 36034 Malo Tel. (0444) 339577/339564 Piazzola Gualdi, 10 Piazza 4 Novembre Via Raffaello, 2 Telefax (0444) 907125 Tel. (0444) 320447 Tel. (0445) 892777 Tel. (0445) 602021 Telefax (0444) 326219 Telefax (0445) 892594 Telefax (0445) 580410 • 36100 Vicenza - Filiale n. 17 • 36050 Cartigliano • 36035 Marano Vicentino Via Zamenhof, 94 Piazza Concordia, 14 Piazza Silva, 30 Tel. (0444) 914462 Tel. (0424) 828541 Tel. (0445) 621013 Telefax (0444) 914437 Telefax (0424) 827354 Telefax (0445) 560038 • 36100 Vicenza - Filiale n. 18 • 36065 Casoni di Mussolente • 36061 Marchesane di Bassano Corso Palladio, 13 Via Cuccarollo, 1/A Strada Marchesane, 289 BRANCHES Tel. (0444) 325044 Tel. (0424) 573088 Tel. (0424) 500506 Province of Vicenza Telefax (0444) 321597 Telefax (0424) 573107 Telefax (0424) 501037 • 36100 Vicenza • 36020 Albettone • 36022 Cassola • 36063 Marostica Contrà Porti, 12 Piazza Umberto I°, 15 Via Valsugana, 70 Piazza Castello, 44 Tel. (0444) 339111 Tel. (0444) 790355 Tel. (0424) 566738 Tel. (0424) 73641 Telefax (0444) 320059 Telefax (0444) 790555 Telefax (0424) 566767 Telefax (0424) 72103 • 36100 Vicenza - Filiale n. 1 • 36077 Altavilla Vicentina - Filiale n. 1 • 36030 Castelnovo di Isola Vic.na • 36040 Meledo di Sarego C.so Ss.Felice e Fortunato, 145 Via Vicenza, 232 Via S. Antonio, 6 Via D. Chiesa Tel. (0444) 327460 Tel. (0444) 348833 Tel. (0444) 977388 Tel. (0444) 820355 Telefax (0444) 321118 Telefax (0444) 348848 Telefax (0444) 977382 Telefax (0444) 820430 • 36100 Vicenza - Filiale n. 2 • 36041 Alte di Montecchio M. • 36010 Cavazzale • 36060 Molvena C.so Padova, 42 Via Trieste, 7 Via Chiesa, 3 Via Ponticello, 30 Tel. (0444) 505466 Tel. (0444) 698533 Tel. (0444) 595144 Tel. (0424) 411996 Telefax (0444) 512273 Telefax (0444) 698090 Telefax (0444) 595699 Telefax (0424) 411091 • 36100 Vicenza - Filiale n. 3 • 36011 Arsiero • 36072 Chiampo • 36054 Montebello Vicentino Viale delle Fornaci, 2 Piazza Francesco Rossi, 37 Piazza Stazione, 7 Via Marconi, 15 Tel. (0444) 961047 Tel. (0445) 740308 Tel. (0444) 420966 Tel. (0444) 649033 Telefax (0444) 962075 Telefax (0445) 742032 Telefax (0444) 420970 Telefax (0444) 649472 • 36100 Vicenza - Filiale n. 4 • 36071 Arzignano • 36010 Chiuppano • 36075 Montecchio Maggiore Via S. Agostino, 9/11 Via Trento, 59 Via Amabile Peguri, 1 Via S. Valentino Tel. (0444) 963223 Tel. (0444) 673000 Tel. (0445) 891955 Tel. (0444) 696668 Telefax (0444) 566999 Telefax (0444) 674240 Telefax (0445) 390144 Telefax (0444) 491221 • 36100 Vicenza - Filiale n. 5 • 36071 Arzignano - Filiale n. 1 • 36073 Cornedo Vic. no • 36030 Montecchio Precalcino Viale Trieste, 335 Viale del Lavoro, 39/A Via Monte Verlaldo,16 - Loc. Cereda Via Summano, 12/B Tel. (0444) 512655 Tel. (0444) 670124 Tel. (0445) 446389 Tel. (0445) 864433 Telefax (0444) 512403 Telefax (0444) 675549 Telefax (0445) 953466 Telefax (0445) 334044 • 36100 Vicenza - Filiale n. 6 • 36012 Asiago • 36051 Creazzo • 36047 Montegalda Via Btg. Framarin, 20 P.zza G. Carli, 61 Viale Italia, 200 Via D. Cattaneo, 30 Tel. (0444) 339197 Tel. (0424) 64546 Tel. (0444) 521400 Tel. (0444) 737100 Telefax (0444) 339563 Telefax (0424) 462641 Telefax (0444) 340291 Telefax (0444) 737213 • 36100 Vicenza - Filiale n. 7 • 36061 Bassano del Grappa • 36056 Cusinati di Tezze Sul Brenta • 36024 Nanto Via Vecchia Ferriera, 72 Via Roma, 85 S.S. 47- Via Nazionale Via A. Bembo, 30 Tel. (0444) 961509 Tel.(0424) 527111 Tel. (0424) 560011 Tel. (0444) 639955 Telefax (0444) 961450 Telefax (0424) 524966 Telefax (0424) 561452 Telefax (0444) 638437

296 • 36025 Noventa Vicentina Telefax (0424) 511575 Via Matteotti, 75/B Via Roma, 94 Corso G. Matteotti, 84 • 36016 Thiene Tel. (0437) 46096 Tel. (0481) 776451 Tel. (0444) 860177 Via Trento, 2 Telefax (0437) 454751 Telefax (0481) 474600 Telefax (0444) 760030 Tel. (0445) 854211 • 32032 Feltre Province of Imperia • 36040 Orgiano Telefax (0445) 363999 Viale Monte Grappa 18/B • 18100 Imperia Via Libertà, 1 • 36016 Thiene - Filiale n. 1 Tel. (0439) 840813 Via della Repubblica, 7 - C.P. 500 Tel. (0444) 874100 Viale del Lavoro, 2 Telefax (0439) 83035 Tel. (0183) 299011 Telefax (0444) 874617 Tel. (0445) 369700 • 32013 Longarone Telefax (0183) 299005 • 36013 Piovene Rocchette Telefax (0445) 368825 Via Marconi, 1 • 18038 Sanremo Via Libertà, 2 • 36036 Torrebelvicino Tel. (0437) 573425 Corso Mondello, 33/35 Tel. (0445) 650444 Piazza A. Moro Telefax (0437) 578780 Tel. (0184) 503121 Telefax (0445) 550105 Tel.(0445) 570200 • 32026 Mel Telefax (0184) 506424 • 36026 Pojana Maggiore Telefax (0445) 570057 Via Tempietto, 15/B Province of Mantova Via Matteotti, 8 • 36040 Torri di Quartesolo Tel. (0437) 540240 • 46043 Castiglione delle Stiviere Tel. (0444) 794079 Via Roma, 33 Telefax (0437) 540257 Via Cavour Telefax (0444) 794084 Tel. (0444) 581933 • 32010 Pieve d’Alpago - Loc. Paludi Tel. (0376) 670311 • 36021 Ponte di Barbarano Telefax (0444) 380293 Via dell’Industria 6/A Telefax (0376) 631981 Via Riviera Berica, 25 • 36070 Trissino Tel. (0437) 989283 • 46100 Mantova Tel. (0444) 795305 Via dell’Industria, 91 Telefax (0437) 989317 Corso V. Emanuele, 31 Telefax (0444) 795298 Tel. (0445) 491044 • 32014 Ponte nelle Alpi Tel. (0376) 329605 • 36050 Pozzoleone Telefax (0445) 491180 Viale Dolomiti, 23 Telefax (0376) 328912 Via Roma, 2 • 36078 Valdagno Tel. (0437) 990562 • 46019 Viadana Tel. (0444) 462212 Piazza Dante, 8 Telefax (0437) 990522 Piazza Benedetto Cellini, 9 Telefax (0444) 462198 Tel. (0445) 409200 • 32035 Santa Giustina Tel. (0375) 782266 • 36050 Quinto Vicentino Telefax (0445) 408933 Via Roma, 15/D Telefax (0375) 781077 Via Martiri della Libertà, 25 • 36010 Velo D’Astico Tel. (0437) 859355 Province of Milano Tel. (0444) 357674 Via Roma, 16 Telefax (0437) 859362 • 20123 Milano Telefax (0444) 357668 Tel. (0445) 740900 • 32036 Sedico Via Torino / Ang. Via S. Vito • 36027 Rosà Telefax (0445) 740141 Piazza della Vittoria, 19/B Tel. (02) 864941 Via Capitano A., 69 • 36020 Villaganzerla Tel. (0437) 853109 Telefax (02) 86450672 Tel. (0424) 581890 Via Piazza, 118 Telefax (0437) 82548 • 20136 Milano - Filiale n. 1 Telefax (0424) 581905 Tel. (0444) 639121 • 32040 Tai di Cadore Via Col di Lana, 6 • 36070 San Pietro Mussolino Telefax (0444) 638460 P.zza Venezia, 14 Tel. (02) 8360048 Via Risorgimento, 59/B • 36030 Villaverla Tel. (0435) 501538 Telefax (02) 8378762 Tel. (0444) 487487 Via Milano, 1 Telefax (0435) 501540 • 20154 Milano - Filiale n. 2 Telefax (0444) 487288 Tel. (0445) 855622 • 32028 Trichiana Corso Como, 15 • 36030 San Vito di Leguzzano Telefax (0445) 856388 Via Roma, 35 Tel. (02) 29010129 Via Roma, 1 • 36010 Zanè Tel. (0437) 555571 Telefax (02) 29010321 Tel. (0445) 519655 Via Manzoni 26 Telefax (0437) 555564 • 20148 Milano - Filiale n. 3 Telefax (0445) 519699 Tel.(0445) 380224 • 32040 Vallesella di Cadore Via Civitali, 23 • 36066 Sandrigo Telefax (0445) 381118 Via Vittorio Veneto, 2 Tel. (02) 4039350 Piazza Vittorio Emanuele, 11 • 36050 Zermeghedo Tel. (0435) 728150 Telefax (02) 4075146 Tel. (0444) 658477 Via Michelangelo, 3 Telefax (0435) 728292 • 20155 Milano - Filiale n. 4 Telefax (0444) 750048 Tel. (0444) 484099 Province of Bologna Via Tolentino, 1 • 36014 Santorso Telefax (0444) 484222 • 40122 Bologna Tel. (02) 316064 Via Piazzetta Villa Vicentina, 3 • 36030 Zugliano Viale Vicini, 16/18 Telefax (02) 315709 Tel. (0445) 640820 Via Roma, 68 Tel. (051) 6494769-777 • 20144 Milano - Filiale n. 5 Telefax (0445) 640774 Tel. (0445) 330200 Telefax (051) 6494761 Via San Michele del Carso, 13 • 36015 Schio Telefax (0445) 330093 Province of Como Tel. (02) 4694299 Piazza Garibaldi, 2 Province of Asti • 22100 Como Telefax (02) 4694499 Tel. (0445) 529790 • 14100 Asti Piazza Cavour, 24 • 20138 Milano - Filiale n. 6 Telefax (0445) 531093 Piazza Medici, 18 Tel. (031) 303544 Viale Ungheria, 20 • 36015 Schio - Filiale n. 1 Tel. (0141) 598798 Telefax (031) 309217 Tel. (02) 58011002 Via Veneto, 2/B Telefax (0141) 598808 Province of Genova Telefax (02) 58018062 Tel. (0445) 575492 Province of Belluno • 16043 Chiavari • 20158 Milano - Filiale n. 7 Telefax (0445) 575508 • 32021 Agordo Corso Dante, 39 Piazza Schiavone, • 36015 Schio - Filiale n. 2 Via XXVII Aprile, 44 Tel. (0185) 323400 Ang. V.R.M. De Capitani, 14 Via Riva di Magrè Tel. (0437) 640606 Telefax (0185) 323074 Tel. (02) 39312917 Tel. (0445) 530670 Telefax (0437) 640631 • 16121 Genova Telefax (02) 39322534 Telefax (0445) 530680 • 32030 Arten di Fonzaso Via delle Casaccie, 78/98 • 20124 Milano - Filiale n. 8 • 36040 Sossano Piazza San Gottardo, 23 Tel. (010) 5762811 Viale Tunisia - Ang. Via Lecco, 12 Via Roma, 20 Tel. (0439) 568125 Telefax (010) 585908 Tel. (02) 29401695 Tel. (0444) 888406 Telefax (0439) 568015 Province of Gorizia Telefax (02) 20240606 Telefax (0444) 885911 • 32041 Auronzo di Cadore • 34170 Gorizia Province of Padova • 36050 Sovizzo Via Roma 63/A Corso Italia, 45 • 35031 Abano Terme Viale degli Alpini, 11 Tel. (0435) 400805 Tel. (0481) 538902 Via Martiri d’Ungheria, 14 Tel. (0444) 536384 Telefax (0435) 400806 Telefax (0481) 538905 Tel. (049) 8602928 Telefax (0444) 536619 • 32100 Belluno • 34073 Grado Telefax (049) 8602691 • 36073 Spagnago di Cornedo Via Vittorio Veneto, 187 Via Martiri della Libertà, 29 • 35020 Albignasego Vicentino Tel. (0437) 9351 Tel. (0431) 877044 Via Roma, 117 Via Monte Cimone, 41 Telefax (0437) 931800 Telefax (0431) 877037 Tel. (049) 8626728 Tel. (0445) 431464 • 32100 Belluno - Filiale n. 1 • 34074 Monfalcone Telefax (049) 8626732 Telefax (0445) 431430 Piazza Martiri, 27/C Via Duca d’Aosta, 97 • 35010 Busa di Vigonza • 36067 Termine di Cassola Tel. (0437) 950807 Tel. (0481) 413654 Via Regia, 37 Viale Venezia, 33 Telefax (0437) 950726 Telefax (0481) 414106 Tel. (049) 8935025 Tel. (0424) 32100 • 32016 Farra d’Alpago • 34077 Ronchi dei Legionari Telefax (049) 8935057

297 • 35010 Cadoneghe • 35030 Tencarola di Selvazzano • 33080 Fiume Veneto Via A. Gramsci, 9 Strada del Santo, 17 Via Padova, 24 Via San Francesco, 36/38 Tel. (0423) 859679 Tel. (049) 8871951 Tel. (049) 8687071 Tel. (0434) 564211 Telefax (0423) 859680 Telefax (049) 8872654 Telefax (049) 8687074 Telefax (0434) 561563 • 31011 Casella d’Asolo • 35012 Camposampiero • 35019 Tombolo • 33085 Maniago Via Tiziano, 150 Via Rialto, 1 Via Roma, 7/A P.zza Italia, 32 Ang. Via Foresto Nuovo Tel. (049) 9303022 Tel. (049) 9470813 Tel. (0427) 733044 Tel. (0423) 950860 Telefax (049) 9303218 Telefax (049) 9470893 Telefax (0427) 733028 Telefax (0423) 950861 • 35026 Conselve • 35010 Trebaseleghe • 33075 Morsano al Tagliamento • 31033 Castelfranco V.le Venezia, 1 Via C. Menotti, 32 P.zza Daniele Moro, 3 Corso XXIX Aprile, 23 Tel. (049) 5384039 Tel. (049) 9386810 Tel. (0434) 697014 Tel. (0423) 423211 Telefax (049) 9501342 Telefax (049) 9386813 Telefax (0434) 697839 Telefax (0423) 423214 • 35015 Galliera Veneta Province of Parma • 33087 Pasiano di Pordenone • 31033 Castelfranco - Filiale n. 1 Via Roma, 164 • 43043 Borgo Val di Taro Via Roma, 102 Borgo Treviso, 159/161 Tel. (049) 5969133 Piazzale Lauro Grossi, 2 Tel. (0434) 604077 Tel. (0423) 722801 Telefax (049) 5969460 Tel. (0525) 920018 Telefax (0434) 604078 Telefax (0423) 722859 • 35010 Limena Telefax (0525) 920037 • 33080 Porcia • 31033 Castelfranco - Filiale n. 2 Via del Santo, 4 • 43036 Fidenza Piazzetta Remigi, 1 Treville Tel. (049) 8842956 Via Cornini Malpeli, 13 Tel. (0434) 923108 Via Castellana, 29 Telefax (049) 8842163 Tel. (0524) 528180 Telefax (0434) 591366 Tel. (0423) 472985 • 35010 Loreggia Telefax (0524) 528140 • 33170 Pordenone Telefax (0423) 472488 P.zza Papa Luciani, 8 • 43100 Parma Via Martelli, 14 • 31033 Castelfranco - Filiale n. 3 Tel. (049) 5793055 Via Emilia Est, 56/B Tel. (0434) 241477 Via Brenta, 10 Telefax (049) 5794442 Tel. (0521) 480411 Telefax (0434) 241166 Tel. (0423) 720025 • 35015 Mottinello di Galliera V. Telefax (0521) 242408 • 33080 Prata di Pordenone Telefax (0423) 721176 Via Mottinello Nuovo, 31 • 43100 Parma - Filiale n. 1 Via Cesare Battisti, 68 • 31033 Castelfranco - Filiale n. 4 Tel. (049) 9440066 Piazzale Santa Croce, 29 Tel. (0434) 611177 Borgo Padova, 34 Telefax (049) 9440301 Tel. (0521) 207122 Telefax (0434) 621992 Tel. (0423) 721902 • 35027 Noventa Padovana Telefax (0521) 231223 • 33077 Sacile Telefax (0423) 721774 Via Roma, 1 • 43100 Parma - Filiale n. 2 V.le Lacchin, 64 • 31033 Castelfranco - Filiale n. 5 Tel. (049) 8935936 Via Toscana, 94 Tel. (0434) 737208 Piazza della Serenissima, 32 Telefax (049) 8935940 Tel. (0521) 460714 Telefax (0434) 737209 Tel. (0423) 722578 • 35010 Onara di Tombolo Telefax (0521) 461539 • 33078 San Vito al Tagliamento Telefax (0423) 744098 Via Sen. G. Cittadella, 5/A Province of Pavia Piazza del Popolo, 62 • 31030 Castello di Godego Tel. (049) 5993788 • 27020 Alagna Tel. (0434) 875095 Via Marconi, 22 Telefax (049) 5993761 Piazza Castello, 15 Telefax (0434) 875223 Tel. (0423) 469041 • 35121 Padova Tel. (0382) 818137 • 33079 Sesto al Reghena Telefax (0423) 469881 • 31034 Cavaso del Tomba Via Trieste, 45 Telefax (0382) 818129 Via degli Olmi, 11/A Via San Pio X, 2 - Loc. Caniezza Tel. (049) 660222 • 27030 Castello d’Agogna Tel. (0434) 699010 Tel. (0423) 543401 Telefax (049) 660952 Via Novara, 1 Telefax (0434) 699292 Telefax (0423) 543402 • 35139 Padova - Filiale n. 1 Tel. (0384) 256550 • 33097 Spilimbergo • 31030 Cison di Valmarino Corso Milano, 22 Telefax (0384) 256555 Via Barbacane, 6 Via IV Novembre, 11 Tel. (049) 656132 • 27100 Pavia Tel. (0427) 926123 Tel. (0438) 975375 Telefax (049) 8756129 Via Golgi, 63/A Telefax (0427) 419080 Telefax (0438) 85400 • 35127 Padova - Filiale n. 2 Tel. (0382) 422766 • 33080 Zoppola • 31010 Col San Martino Corso Stati Uniti, 23 Telefax (0382) 422934 Via Pancera, 4 Via Giarentine, 1 Tel. (049) 6988333 • 27020 Sartirana Lomellina Tel. (0434) 574522 Tel. (0438) 898104 Telefax (049) 8704758 Via Cavour, 133 Telefax (0434) 574512 Telefax (0438) 989567 • 35020 Ponte S. Nicolò Tel. (0384) 800203 Province of Rovigo • 31015 Conegliano Via Volturno, 2 Telefax (0384) 800223 • 45100 Rovigo Via XXIV Maggio, 12 Tel. (049) 8962205 • 27020 Scaldasole Via Sacro Cuore, 5 Tel. (0438) 415462 Telefax (049) 8962148 Via Roma, 5 Tel. (0425) 423853 Telefax (0438) 415526 • 35030 Rubano Tel. (0382) 907772 Telefax (0425) 29822 • 31030 Dosson di Casier Via Rossi, 3/N Telefax (0382) 907962 Province of Torino P.zza Leonardo Da Vinci, 2 Tel. (049) 8987272 • 27029 Vigevano • 10123 Torino Tel. (0422) 491419 Telefax (049) 8987274 Via Merula, 24/26 Via Lagrange, 10 Telefax (0422) 491429 • 35046 Saletto di Vigodarzere Tel. (0381) 88607 Tel. (011) 5424010 • 31050 Fanzolo di Vedelago Via Leonardo Da Vinci, 61 Telefax (0381) 75675 Telefax (011) 539988 Via Stazione, 28/A Tel. (049) 8849110 Province of Piacenza Province of Treviso Tel. (0423) 487011 Telefax (049) 8849101 • 29100 Piacenza - Filiale n. 1 • 31050 Barbisano Telefax (0423) 476507 • 35010 San Giorgio In Bosco Via Medaglie d’Oro, 7 Via Montegrappa, 1 • 31010 Farra di Soligo Via Valsugana, 86 Tel. (0523) 713081 Tel. (0438) 981455 Via Calnova, 1/A Tel. (049) 9451053 Telefax (0523) 758113 Telefax (0438) 981464 Tel. (0438) 900101 Telefax (049) 9451085 Province of Pordenone • 31040 Bavaria di Nervesa della B. Telefax (0438) 900121 • 35018 San Martino di Lupari • 33082 Azzano Decimo Via Aldo Moro, 2 • 31010 Fregona Via Roma, 68 Via Maestri del Lavoro, 28 Tel. (0422) 882266 Via Mezzavilla Centro, 3 Tel. (049) 9461288 Tel. (0434) 633438 Telefax (0422) 882267 Tel. (0438) 915009 Telefax (049) 9461261 Telefax (0434) 640898 • 31030 Bessica di Loria Telefax (0438) 915090 • 35010 Santa Eufemia di Borgoricco • 33080 Bannia Via D. Alighieri, 22 • 31040 Guia di Valdobbiadene Via della Pieve, 43 Piazza E. Fermi, 1 Tel. (0423) 471001 Strada di Guia, 16 Tel. (049) 9335454 Tel. (0434) 560465 Telefax (0423) 471010 Tel. (0423) 901090 Telefax (049) 9335144 Telefax (0434) 957535 • 31030 Bigolino Telefax (0423) 901090 • 35011 S. Andrea di Campodarsego • 33084 Cordenons P.zza Mons. Guadagnini, 58 • 31036 Istrana Via Caltana, 182 Piazza della Vittoria, 36 Tel. (0423) 981385 P.le Roma, 91 Est Tel. (049) 9201226 Tel. (0434) 581285 Telefax (0423) 982015 Tel. (0422) 832414 Telefax (049) 9200911 Telefax (0434) 581275 • 31031 Caerano S. Marco Telefax (0422) 832394

298 • 31037 Loria • 31020 Sernaglia della Battaglia Tel. (040) 9380282 Via S. Sbrizzai, 12 Via Roma, 9 P.zza Martiri, 24 Telefax (040) 9380283 Tel. (0433) 71056 Tel. (0423) 755125 Tel. (0438) 966230 • 34133 Trieste - Filiale n. 4 Telefax (0433) 71062 Telefax (0423) 755090 Telefax (0438) 966184 Via Coroneo, 17/E • 33050 Pozzuolo • 31021 Mogliano Veneto • 31040 Signoressa di Trevignano Tel. (040) 3478145 Via della Cavalleria, 13 Piazza Caduti, 38/39 Via Feltrina, 1/F-1/G Telefax (040) 630297 Tel. (0432) 665050 Tel. (041) 5904333 Tel. (0423) 677173 • 34147 Trieste - Filiale n. 5 Telefax (0432) 669788 Telefax (041) 5904340 Telefax (0423) 671043 Via Flavia, 120 • 33040 Pradamano • 31044 Montebelluna • 31053 Solighetto Tel. (040) 281291 Via I° Maggio, 62 Via Roma, 51 Via San Gallet - Ang. Brandolini Telefax (040) 8320070 Tel. (0432) 670688 Tel. (0423) 614165 Tel. (0438) 981653 • 34135 Trieste - Filiale n. 6 Telefax (0432) 671201 Telefax (0423) 614173 Telefax (0438) 981654 Via L Stock, 4/4 • 33040 Premariacco • 31010 Moriago della Battaglia • 31058 Susegana Tel. (040) 420771 Piazza Marconi, 9 Via A. Moro, 46 Via Conegliano, 96 Telefax (040) 418247 Tel. (0432) 729867 Tel. (0438) 890083 Tel. (0438) 60813 Province of Udine Telefax (0432) 729868 Telefax (0438) 890133 Telefax (0438) 451511 • 33041 Aiello • 33038 San Daniele • 31046 Oderzo • 31100 Treviso Piazza Roma, 19 Via Garibaldi, 11 Via Spinè, 2 Viale Luzzatti, 82 Tel. (0431) 973011 Tel. (0432) 940906 Tel. (0422) 815957 Tel. (0422) 431970 Telefax (0431) 973200 Telefax (0432) 940924 Telefax (0422) 815959 Telefax (0422) 432467 • 33030 Buia • 33050 San Vito al Torre • 31050 Onigo di Pederobba • 31100 Treviso Via S. Stefano, 105 Via Roma, 27 Via Case Rosse, 2/A Filiale n. 1 Tel. (0432) 965109 Tel. (0432) 997001 Tel. (0423) 688686 Via G. Dannunzio, 17/B Telefax (0432) 965110 Telefax (0432) 997727 Telefax (0423) 688942 Tel. (0422) 591047 • 33052 Cervignano del Friuli • 33017 Tarcento • 31038 Paese Telefax (0422) 540738 Piazza Libertà, 16/17 Via Garibaldi, 2 Via Postumia, 130 • 31100 Treviso - Filiale n. 2 Tel. (0431) 32320 Tel. (0432) 783915 Tel. (0422) 450480 Via S. Pelajo, 119 Telefax (0431) 32708 Telefax (0432) 783923 Telefax (0422) 450483 Tel. (0422) 307246 • 33043 Cividale del Friuli • 33018 Tarvisio • 31047 Ponte di Piave Telefax (0422) 307193 Via Europa, 2 Via Roma, 22 Via Roma, 24 • 31100 Treviso - Filiale n. 3 Tel. (0432) 701055 Tel. (0428) 41029 Tel. (0422) 857986 Via Montegrappa, 32 Telefax (0432) 701105 Telefax (0428) 41043 Telefax (0422) 857987 Tel. (0422) 264282 • 33033 Codroipo • 33028 Tolmezzo • 31022 Preganziol Telefax (0422) 234110 Via IV Novembre, 5 Piazza XX Settembre, 12 Via Roma, 4 • 31100 Treviso - Filiale n. 4 Tel. (0432) 908688 Tel. (0433) 41900 Tel. (0422) 331564 Via 4 Novembre, 84/A Telefax (0432) 908677 Telefax (0433) 44300 Telefax (0422) 639070 Tel. (0422) 546192 • 33100 Cussignacco • 33019 Tricesimo • 31023 Resana Tel. (0422) 546129 Via Verona, 6 Piazza Garibaldi, 45 Via Castellana, 41 • 31049 Valdobbiadene Tel. (0432) 602306 Tel. (0423) 480105 Piazza Marconi, 15 Telefax (0432) 602308 Tel. (0432) 881725 Telefax (0423) 480216 Tel. (0423) 970611 • 33010 Feletto Umberto Telefax (0432) 881372 • 31039 Riese Pio X Telefax (0423) 972625 Via Udine, 18 • 33100 Udine Via A. De Gasperi, 5/A • 31050 Vedelago Tel. (0432) 573027 Via Cavour, 24 Tel. (0423) 483207 Via Crispi, 8 Telefax (0432) 573573 Tel. (0432) 516311 Telefax (0423) 454330 Tel. (0423) 400116 • 33013 Gemona del Friuli Telefax (0432) 516356 • 31056 Roncade Telefax (0423) 401331 Via Dante Alighieri, 207 • 33100 Udine - Filiale n. 1 Piazza I° Maggio, 15 • 31020 Vidor Tel. (0432) 971496 Viale Europa Unita, 85 Tel. (0422) 841531 Via Capitello, 7 Telefax (0432) 971525 Tel. (0432) 503020 Telefax (0422) 841532 Tel. (0423) 987121 • 33050 Gonars Telefax (0432) 501147 • 31020 Rua di S. Pietro di Feletto Telefax (0423) 987101 Via A. De Gasperi, 1 • 33100 Udine - Filiale n. 2 Via Roma, 17/D • 31050 Villorba Tel. (0432) 992412 Piazzale Chiavris, 36 Tel. (0438) 486997 Via A. Pacinotti, 1/C Telefax (0432) 992288 Tel. (0432) 547200 Telefax (0438) 486997 Tel. (0422) 608368 • 33057 Jalmicco Telefax (0432) 546222 • 31020 San Fior Telefax (0422) 918128 P.zza Unione, 12 • 33100 Udine - Filiale n. 3 Via Europa, 67 • 31029 Vittorio Veneto Tel. (0432) 929559 Viale L. Da Vinci, 107 Tel. (0438) 260303 Via Dante, 133 Telefax (0432) 924700 Tel. (0432) 402828 Telefax (0438) 260265 Tel. (0438) 940980-990 • 33054 Lignano Sabbiadoro Telefax (0432) 400460 • 31020 San Giacomo di Veglia Telefax (0438) 940951 Viale Europa, 19/A • 33100 Udine - Filiale n. 4 Piazza Fiume, 37 Province of Trieste Tel. (0431) 723011 Viale Forze Armate, 4 Tel. (0438) 912080 • 34015 Muggia Telefax (0431) 723069 Tel. (0432) 581827 Telefax (0438) 912111 Via Manzoni, 4 • 33044 Manzano Telefax (0432) 284810 • 31020 San Polo di Piave Tel. (040) 9278651 Via San Giovanni, 6/A • 33100 Udine - Filiale n. 5 Via Roma, 60 Telefax (040) 9278664 Tel. (0432) 740046 Via Pozzuolo, 143 Tel. (0422) 856688 • 34121 Trieste Telefax (0432) 740225 Tel. (0432) 532353 Telefax (0422) 856689 Via Mazzini, 12 • 33035 Martignacco Telefax (0432) 532301 • 31020 San Vendemiano Tel. (040) 662662 Via Cividina, 16 • 33100 Udine - Filiale n. 6 Via Roma, 13 Telefax (040) 662002 Tel. (0432) 678833 Via Marghera, 2 Tel. (0438) 400378 • 34122 Trieste - Filiale n. 1 Telefax (0432) 678534 Tel. (0432) 503437 Telefax (0438) 400347 Piazza San Giovanni, 1 • 33057 Palmanova Telefax (0432) 512470 • 31020 San Zenone degli Ezzelini Tel. (040) 662750 Piazza Grande, 2 • 33100 Udine - Filiale n. 7 Via Marconi, 68 Telefax (040) 662796 Tel. (0432) 928300 Via Anton Lazzaro Moro, 8 Tel. (0423) 968080 • 34123 Trieste - Filiale n. 2 Telefax (0432) 929754 Tel. (0432) 229362 Telefax (0423) 968989 Via Locchi, 26/1 • 33037 Pasian di Prato Telefax (0432) 229354 • 31040 Segusino Tel. (040) 313333 Via S. Caterina, 23/A • 33100 Udine - Filiale n. 8 Viale Italia, 229 Telefax (040) 312323 Tel. (0432) 699033 Viale Vat, 109 Tel. (0423) 978971 • 34141 Trieste - Filiale n. 3 Telefax (0432) 69585 Tel. (0432) 471693 Telefax (0423) 978977 Via Settefontane, 37 • 33027 Paularo del Friuli Telefax (0432) 471721

299 • 33100 Udine - Filiale n. 9 Tel. (041) 5841932 • 37057 San Giovanni Lupatoto • Bratislava Piazzale XXVI Luglio, 62 Telefax (041) 5840962 Via Roma, 3 L’udovà Banka A.S. Tel. (0432) 534378 • 30019 Sottomarina di Chioggia Tel. (045) 8752848 Vysoka9 ´ Telefax (0432) 534075 Viale Veneto, 20 Telefax (045) 9250160 SK-81000 Bratislava • 33100 Udine - Filiale n. 10 Tel. (041) 5500995 • 37040 Santo Stefano di Zimella Repubblica Slovacca Via Pradamano, 41/B Telefax (041) 5501102 Via Martiri della Libertà, 40 Tel. 00421-2-59211401 Tel. (0432) 526153 • 30039 Stra Tel. (0442) 490064 Fax 00421-2-59211410 Telefax (0432) 524363 P.zza O. Tombolan Fava Telefax (0442) 490559 Swift LUBA SK BX Province of Varese Tel. (049) 9801544 • 37067 Valeggio sul Mincio Sig. Michele Gallo • 21052 Busto Arsizio Telefax (049) 9801536 P.zza Vittorio Veneto, 5/C • Bucharest Via Zappellini, 17 • 30020 Stretti di Eraclea Tel. (045) 7952226 Volksbank Romania S.A. Tel. (0331) 677293 Via Cadorna, 21 Telefax (045) 6370620 Mihai Bravu 171, Sector 2 Telefax (0331) 670843 Tel. (0421) 316500 • 37122 Verona RO 030244 - Bucharest - Romania Province of Venezia Telefax (0421) 316496 Via Oriani, 6/C Tel. 004021-4056530 • 30020 Bibione • 30125 Venezia Rialto Tel. (045) 8007855 Fax 004021-4056539 Corso del Sole, 49 S. Polo 370/371 (Campo Beccarie) Telefax (045) 8031242 Swift VBBU RO BU Tel. (0431) 437418 Tel. (041) 5210722 • 37138 Verona - Filiale n. 1 Sig. Angelo Manera Telefax (0431) 437207 Telefax (041) 5205987 Corso Milano, 114 • Budapest • 30021 Caorle • 30124 Venezia S. Marco Tel. (045) 8101088 Magyarorszagi Volksbank Zrt Via Strada Nuova, 30 Calle Goldoni, 4403 Telefax (045) 8100953 R´ak´oczi ut´ 7 Tel. (0421) 212429 Sestiere di S. Marco • 37135 Verona - Filiale n. 2 H-1088 Budapest - Ungheria Telefax (0421) 211153 Tel. (041) 2413240 Largo Perlar, 8/10 Tel. 0036-1-3286577 • 30020 Cinto Caomaggiore Telefax (041) 2413237 Tel. (045) 502090 Fax 0036-1-3286566 Via Roma, 125 Province of Verona Telefax (045) 506693 Swift MAVO HU HX Tel. (0421) 241274 • 37040 Bevilacqua • 37131 Verona - Filiale n. 3 Sig. ra Krisztina Feher Telefax (0421) 241254 Via Roma, 45/A Via del Capitel, 3/D • Lubiana • 30020 Marcon Tel. (0442) 93666 Tel. (045) 524635 Volksbank-Ljudska Banka D.D. Via Alta, 55 Telefax (0442) 93650 Telefax (045) 8402458 Dunajska 128A Tel. (041) 5950663 • 37040 Bonavigo • 37126 Verona - Filiale n. 4 SLO-1000 Ljubjiana - Slovenia Telefax (041) 5952177 Via Trieste, 13/15 Via Todeschini, 19 Tel. 00386-1-5307594 • 30030 Martellago Tel. (0442) 670077 Tel. (045) 8350985 Fax 00386-1-5307555 Via Castellana, 40/H Telefax (0442) 670090 Telefax (045) 8350692 Swift SLBV SI 2X Tel. (041) 5402332 • 37012 Bussolengo • 37047 Villabella di S. Bonifacio Sig.ra Katarina Cetinski Telefax (041) 5402600 Via Verona, 8/A Crosaron di Villabella, 18 • Praga • 30030 Mellaredo di Pianiga Tel. (045) 6700377 Tel. (045) 7613822 Volksbank CZ A.S. Via Noalese Sud , 44/1 Telefax (045) 6700504 Telefax (045) 7613647 Lazaeska 8 • 37043 Castagnaro • 37062 Villafranca Fr. Dossobuono CZ-12000 Praha 1 - Repubblica Ceca Tel. (041) 5190339 Via Cavour, 71 Tel. 00420-234-706827 Telefax (041) 5190342 Via D. Alighieri, 40 Tel. (045) 8600642 Fax 00420-234-706850 • 30020 Meolo Tel. (0442) 675588 Telefax (045) 8600150 Swift: VBOE CZ 2X Riviera 18 Giugno, 62 Telefax (0442) 675582 Sig. Giorgio Migliorini Tel. (0421) 345431 • 37053 Cerea • Sarajevo Telefax (0421) 345424 Via Roma, 2 REPRESENTATIVE Volksbank BH D.D. • 30174 Mestre Tel. (0442) 320871 OFFICE Fra Andjela Zvizdovica ´ 1 Via F.lli Rondina, 3 - P.zza A. Coin Telefax (0442) 321042 • Hong Kong BiH-71000 Sarajevo-Bosnia Erzegovina Tel. (041) 959952 • 37030 Colognola ai Colli Room 1306, Nine Queen’s Road Tel. 00387-33-250010 Telefax (041) 958497 Via Stra’, 52 Central - Hong Kong Fax 0037-33-250036 • 30172 Mestre - Filiale n. 1 Tel. (045) 6151400 Tel. 00852-21472955 Swift: VBSA BA 22 Ca’ Marcello, 67/A Telefax (045) 6151404 Telefax 00852-21472997 Sig Edin Zeco Tel. (041) 5310005 • 37020 Dolcè E-mail: [email protected] • Zagabria Telefax (041) 5316713 Via Passo di Napoleone, 1103 E/F/G • Shanghai Volksbank D.D. • 30034 Mira Tel. (045) 6862896 Unit 3307b, The Center, No. 989 Varsavska 9 Via Nazionale, 226 Telefax (045) 7732655 Changle Road, HR-10000 Zagreb - Croazia Tel. (041) 4265144 • 37017 Lazise Xuhui District, Shanghai Tel. 00385-1-6001285 Telefax (041) 4265834 Loc. La Pezza, 4/B P.R. China Fax 00385-1-6001203 • 30035 Mirano Tel. (045) 7581318 Postcode: 200030 Swift: VBCR HR 22 Via Gramsci, 54 Telefax (045) 7581286 Tel. (86.21) 540754455, 54075456 Sig.ra Sandra Posic Tel. (041) 5701500 • 37045 Legnago Telefax (86.21) 54075457 Telefax (041) 5701320 Via Duomo, 17 E-mail: [email protected] • 30026 Portogruaro Tel. (0442) 603245 • New Delhi ASSOCIATED BANKS Via Martiri della Libertà, 109 Telefax (0442) 602414 1510-12 Narain Manzil • Beograd Tel. (0421) 280496 • 37047 Prova di S. Bonifacio 23 Barakhamba Road Volksbank A.D. Telefax (0421) 72299 Via Prova, 47/C Phone: ++91 11 41524344/5 Bulevar Umetnosti 16a • 30028 S. Michele al Tagliamento Tel. (045) 6101544 Fax: ++91 11 41524346 SCG-11070 Beograd Via Venudo, 15 Telefax (045) 6102079 E-mail: [email protected] Serbia& Montenegro Tel. (0431) 521838 • 37034 Quinto di Valpantena Tel. 00385-11-2013203 Telefax (0431) 521801 Via Valpantena, 31 Fax. 00385-11-2013270 • 30027 San Donà di Piave Tel. (045) 8700769 SUBSIDIARY BANKS Swift: VBOE CS BG Corso Silvio Trentin, 75 Telefax (045) 8700818 • Dublin Sig.ra Gordana Matic ´ Tel. (0421) 332188 • 37056 Salizzole BPV Finance (International) P.l.c. • Sliema Telefax (0421) 332180 Via Roma, 53 KBC House - 4 George’s Dock Volksbank Malta LTD • 30036 Santa Maria di Sala Tel. (045) 6901444 IFSC - International Financial Dingli Street, 53 Via Cavin di Sala, 53 Telefax (045) 6901448 Service Centre - Dublin (Ireland) SLM 09 Sliema - Malta Tel. (041) 5760235 • 37035 San Giovanni Ilarione Tel. 00353-1-6720630 Tel. 00356-234-94211 Telefax (041) 5760234 Via Ca’ Rosse, 32 Telefax 00353-1-6720633 Fax 00356-213-47200 • 300367 Scorzè Tel. (045) 7465200 Swift BPVIIE21 Swift: VBMA MT M3 Via Venezia, 33 Telefax (045) 7465233 E-mail: [email protected] Sig.ra Jeannette Apap

300 Stampa: Tipografia Rumor S.r.l., Vicenza

Gruppo Banca Popolare di Vicenza